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Centimillionaire Advisors, LLC Performance Based Agreement

The undersigned (“Client”), being duly authorized, has established an account (the “Account”) and hereby agrees to engage Centimillionaire Advisors, LLC (“CA LLC”) on the following terms and conditions.

I. Appointment of CA LLC.

Client hereby appoints CA LLC as investment adviser for the Account. Client agrees to promptly notify CA LLC in writing of any changes to the information contained on the Investment Policy Statement or other information pertinent to the Account and to provide CA LLC with prior written notice of any changes in the identity of persons authorized to act on behalf of Client with respect to the Account.

II. Services by CA LLC.

By execution of this Agreement, CA LLC hereby accepts the appointment as investment adviser for the Account and agrees, as of the effective date set forth in the signature page below, to provide the services indicated below:

(a) originate deal flow and bring unique direct investment deals to Client

It is understood and agreed that CA LLC, in the maintenance of records for its own purposes, or in making such records or the information contained therein available to Client or any other person at the direction of Client, does not assume responsibility for the accuracy of information furnished by Client or any other person.

III. Authority.

(Non-Discretionary Investment Management)
CA LLC is only authorized to execute purchases and sales of securities only after securing permission from Client regarding each transaction, and this is not expected to be how any transactions are completed within this arrangement.

(Non-Discretionary, Non-Trading Management)

Client acknowledges that (i) CA LLC does not have discretionary authority; (ii) CA LLC will not purchases or sell securities; and (iii) it will be up to Client to implement transactions since CA LLC will not enter trades on behalf of Client.

IV. Client Accounts.

No client account opening or custody of assets will be required in this relationship. The role of CA LLC is to originate deal flow and bring unique direct investment deals to Client.

V. Service to Other Clients.

It is understood that CA LLC may perform investment advisory services for various clients and that the services provided by CA LLC are rendered on a non-exclusive basis. Client agrees that CA LLC may give advice and take action in the performance of its duties with respect to any of its other clients which may differ with the advice given or action taken with respect to the Account. Nothing in this Agreement shall be deemed to confer upon CA LLC any obligation to acquire for the Account a position in any investment which CA LLC, its principals, or its employees may acquire for its or their own accounts or for the account of any other client, if in the sole and absolute discretion of CA LLC it is not for any reason practical or desirable to acquire a position in such investment for the Account.

VI. Inside Information.

CA LLC shall have no obligation to seek to obtain any material nonpublic (“inside”) information about any issuer of securities and shall not purchase, sell, or recommend for the Account the securities of any issuer on the basis of any such information as may come into its possession.

VII. Liability.

CA LLC shall not be liable to Client for any independent acts or omissions by third parties. A person who is not a party to this Agreement has no rights to enforce any term of this Agreement and this Agreement shall not be deemed to create any third party beneficiary rights.

VIII. Proxies.

CA LLC will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security.

IX. Fees.

The compensation of CA LLC for its services rendered hereunder shall be calculated in accordance with the Schedule of Fees attached hereto as Exhibit II. Client shall be given thirty (30) days’ prior written notice of any proposed increase in fees. Any increase in fees shall be accompanied by an amendment or the execution of a new contract, with signatures from both parties evidencing acceptance of the new fees.

X. Valuation.

The value of an asset will be computed at the time of sale or disposition or liquidation of the company, asset, or piece of real estate. There is no annual or ongoing appraisal or ongoing assessment/fee for value that may raise before a sale. The performance fee is only assessed on cash flow distributions on an ongoing basis and at the time of the sale, disposition, or liquidation of the asset.

XI. Representations by Client.

The execution and delivery of this Agreement by Client shall constitute the representations by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise; that if Client is an entity other than a natural person (a) this Agreement has been duly authorized by appropriate action and is binding upon Client in accordance with its terms and (b) Client will deliver to CA LLC such evidence of such authority as CA LLC may reasonably require, whether by way of a certified corporate resolution or otherwise; CA LLC is responsible only for the Account and not for the diversification or prudent investment of any outside assets or holdings of Client.

The following language of this section applies only if your Account is for a (a) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (b) tax-qualified retirement plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and not covered by ERISA; or (c) an individual retirement account under the Code.

Client represents that CA LLC has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client authority to retain CA LLC. Client acknowledges that Client is a “named fiduciary” with respect to the control or management of the assets in the Account. Client will furnish promptly to CA LLC the governing plan documents, any amendment to the plan, and Client agrees that, if any amendment affects CA LLC’s rights or obligations, then the amendment will be binding on CA LLC only when agreed to by CA LLC in writing. If the Account contains only a part of the assets of the plan, then Client understands that CA LLC will have no responsibility for the diversification of all of the plan’s investments and that CA LLC will have no duty, responsibility, or liability for Client assets that are not in the Account. If the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or other applicable law requires bonding with respect to the assets in the Account, then upon written request by CA LLC, Client will obtain and maintain at Client expense bonding that satisfies the requirements of Section 412 of ERISA and covers CA LLC and affiliated persons of CA LLC.

XII. Representations by CA LLC.

By execution of this Agreement, CA LLC represents and confirms that it is registered as an investment adviser or exempt from registration pursuant to applicable laws and regulations.

XIII. Amendment; Termination.

This Agreement contains the entire agreement between the parties, may not be modified or amended except in writing as executed by both parties, and remains in force and effect unless terminated by either party as discussed herein.

XIV. Notices.

All notices and other communications contemplated by this Agreement shall be deemed duly given if transmitted to CA LLC at the address set forth on the cover page of this Agreement to the attention of its Chief Compliance Officer, and to Client at the address appearing below, or at such other address or addresses as shall be specified, in each case, in a written notice similarly given.

XV. Governing Law.

The validity of this Agreement and the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of the state in which Client resides except to the extent preempted by ERISA or other federal or state laws or regulations.

XVI. Exhibits.

The following Exhibits are attached here to and incorporated as part of this Agreement:

Exhibit I - Investment Policy Statement

XVII. Receipt.

Client acknowledges receipt of Form ADV Parts 2A and 2B and ’s Privacy Policy Statement.

XVIII. Consent to Electronic Delivery

Client hereby consents to receive via e-mail or other electronic delivery method for various communications, documents, and notifications from CA LLC. These items may include but are not limited to: all statements or reports produced by CA LLC; trade confirmations; billing invoices; all Form ADV brochures; privacy policy statements; and any other notices or documentation that CA LLC chooses to provide on an ongoing or occasional basis. Client agrees to immediately notify CA LLC of any changes to Client’s e- mail address shown below or other electronic delivery address.

XIX. Assignment.

No assignment of this Agreement may be made by any party to this Agreement without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall inure to the benefit and be binding upon the parties hereto, and each of their respective successors and permitted assigns.

XX. Confidential Relationship.

All information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except as required by law and as described in CA LLC’s Privacy Policy Statement.

XXI. Death or Disability.

If Client is a natural person, then Client’s death, incapacity, disability, or incompetence will not terminate or change the terms of this Agreement. However, Client’s guardian, executor, attorney-in-fact, or other authorized representative may terminate this Agreement by giving CA LLC written notice in accordance with the termination provisions of this Agreement.

XXII. Title to Assets.

Except to the extent Client has notified, or in
the future notifies, CA LLC in writing, Client represents that assets in the Account belong to Client free and clear of any lien or encumbrances.

XXIII. Non-Circumvent.

The Client hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement through any transaction, transfer, pledge, agreement, recapitalization, loan, lease, assignment or otherwise. The Client (including affiliates of such parties) agrees that it will not attempt, directly or indirectly, to contact parties introduced to the Client by the CA, LLC on matters described in this Agreement or contact or negotiate with any confidential source provided by CA, LLC , except through CA, LLC or with the expressed consent of CA, LLC as to each such contact. The Client shall not contact, deal with, or otherwise become involved in any transaction with any corporation, partnership, individual, any banks, trust or lending institutions introduced by or through CA, LLC without the permission of CA, LLC. Any violation of this provision shall be deemed an attempt to circumvent this provision, and the Client shall be liable for damages in favor of the circumvented party.

XXIV. Market Conditions.

Client acknowledges that CA LLC’s past performance and advice regarding client accounts cannot guarantee future results. AS WITH ALL MARKET INVESTMENTS, CLIENT INVESTMENTS CAN APPRECIATE OR DEPRECIATE. CA LLC does not guarantee or warrant that services offered will result in profit.

Fee Schedule: The following are the fees charged by Centimillionaire Advisors, LLC for services provided:

CA LLC may be compensated on the basis of cash flow distributions or a share of the capital gains realized at the time of sale of the asset, or exit of the fund or investment vehicle. There is no account minimum for any of CA LLC’s services.

Performance-Based Fees: Qualified clients will pay a 10% performance fee based on distributions & capital appreciation which is calculated at the time of sale of the asset or exit from the fund as discussed elsewhere in this agreement. If the client’s asset/investment rises in value (as determined at the time of the sale of the asset or exit from the fund), the client will pay 10% on that increase in value, but if the portfolio drops in value, the client will not incur a new performance fee until the total returns have recovered and made up for that loss. This is over the lifetime of the account, so a loss in 2019 would carry over and have to be netted out by gains in 2020 and future years before CA LLC could be paid a performance fee. Any tax strategies Advisor or introduced provider would be subject to a 10% performance fee on taxes saved through the strategy implemented or investment made

Fees are paid in arrears. Client must pay the prorated performance-based fees for the billing period in which they terminate the Agreement up to and including the day of termination. Any investments made due to the referral of a deal, sourcing of a deal, or introduction to an individual who then refers a deal to Client will fall under this investment advisory agreement and be subject to a 10% performance fee. If multiple investments are executed the total account performance fee will be calculated so a loss on one investment would be netted out by the positive performance on another should such an occasion occur. Any investments Client engages on or commits to without the negotiation assistance, explicit approval in writing of a niche scoped area of investment, or direct referral from CA LLC will not be subject to a performance fee. Any gray area on this matter will be stated in writing via email so both parties are clear on what is covered and not via this agreement and written emails between the two parties. As possible CA LLC will attempt to reduce fees paid on investments negotiated by 5-10% to add additional value and pay for the cost of this engagement, in some cases 5-10%+ reduction in fees may be possible and in some cases no concessions will be given. CA LLC will send an invoice for performance-based fees directly to Client on a quarterly basis to be paid by bank transfer within 15 days of receipt.

By signing below, Client agrees to the performance-based fee of 10%. While no management fee structures can align parties, and add alignment long-term in some ways, client should be aware that investment advisers can be seen to potentially have an incentive to invest in riskier investments when paid a performance-based fee due to the higher risk/higher reward attributes

Qualifying Questions

1) The type of investments and structures allowed change based on your net worth. Do you have a net worth of $2.1M excluding your primary residence?

2) If you have answered no to the above, do you have a net worth of at least $1M OR income of $200,000 individually or $300,000 over the last 2 years or longer?

3) Please state the top 3-5 types of investments you are most interested in learning about? (For Example: Apartments, Income Investments, Life Settlements, Cannabis, Operating Companies, Self-Storage, Private Equity Funds, Real Estate Development, Office Parks, etc.)

4) How much are you looking to invest per deal, fund, or company you invest into? (Example: $25,000, $100,000, $250,000, $1M or I don't know yet)

5) How much total capital are you looking to put to work now which is in cash or cash equivalents?

6) What is your current wealth management, private banking, or multifamily office solution, and are you open to upgrading that?

7) Do you have proactive tax planning, and an estate plan in place, or do you need help creating a tax plan or making updates to your trust & estate plans?

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January 29, 2020 7:42 pm EDT

Centimillionaire Advisors, LLC Performance Based Agreement Uploaded by Richard Wilson - [email protected] IP 158.62.68.77,158.62.68.77

January 29, 2020 7:44 pm EDT

Document owner [email protected] has handed over this document to [email protected] 2020-01-29 19:44:34 - 146.168.100.94, 108.162.212.192

January 30, 2020 10:31 am EDT