Engagement agreement — TEST

II — Chapter

Definitions

The Client: the natural person or legal entity identified on the cover page who executes this Agreement and meets the QEP criteria in Chapter IV.

The Services: Algonet's systematic signal generation by the Mother System, plus automated routing of trade instructions to the Client's Exchange account via the API Credentials.

The Mother System: Algonet's proprietary research and execution platform, including all signal-fusion logic, strategy modules, and routing infrastructure — exclusive property of Algonet.

The Exchange: the third-party cryptocurrency derivatives exchange on which the Client maintains the account subject to this Agreement (currently Binance Futures; others may be approved in writing).

API Credentials: the API key/secret pair (plus any required passphrase) generated by the Client on the Exchange with trade permissions enabled and withdrawal permissions explicitly disabled, delivered via Algonet's secure onboarding flow.

Risk Group: one of four pre-defined exposure tiers elected by the Client — Conservative (5% target monthly drawdown ceiling), Moderate (15%), Growth (35%), or Opportunistic (100%, full participation). Changeable by the Client at any time via the client portal subject to email OTP confirmation, applying within approximately 30 minutes.

High-Water Mark (HWM): the highest account equity value ever recorded on the Client's Exchange account from activation of the Services onward, adjusted for Client deposits and withdrawals as specified in Chapter VI.

Net New Profits: for any calendar month, the positive difference between month-end account equity and the prior HWM. Zero if non-positive.

Performance Fee: twenty percent (20%) of Net New Profits, crystallized monthly on the last calendar day of each month.

Minimum Allocation: US$250,000 at the time of activation (subject to Algonet's discretion to waive on a case-by-case basis).

Qualified Eligible Person (QEP): a person satisfying CFTC Rule 4.7(a) — Accredited Investor under SEC Regulation D Rule 501(a) AND the Portfolio Requirement under Rule 4.7(a)(1)(v).

IV — Chapter

Client Representations, Warranties, and Covenants

The Client represents and warrants, as of signature and continuously throughout the term, that:

(a) The Client is a Qualified Eligible Person as defined in Rule 4.7(a), and has executed the separate QEP Certification, all statements in which are true and accurate and will remain true throughout the term;

(b) The Client is not a resident of, citizen of, or located in any jurisdiction on the U.S. OFAC comprehensive-sanctions program (currently Cuba, Iran, North Korea, Syria, Crimea / Donetsk / Luhansk), the Russian Federation, Belarus, Venezuela, Myanmar (Burma), or Afghanistan; the Client is not the subject of any sanctions designation (OFAC SDN, UN Security Council, EU, HMT, or equivalent); and the Client is not a Politically Exposed Person without having separately disclosed that status;

(c) The Client has full legal capacity, power, and authority to execute this Agreement and perform its obligations; the execution and performance do not violate any law, regulation, or other agreement to which the Client is subject;

(d) All funds deposited at the Exchange are the Client's own and do not represent the funds of any third party; no third party holds any beneficial interest, lien, pledge, or security interest in those funds;

(e) The Client understands that leveraged crypto-perpetual trading carries substantial risk, including the risk of total loss; has read and understood the Risk Disclosure Statement; and can sustain complete loss of the capital allocated to the Services;

(f) The Client is acting on its own account and has made its own independent determination that the Services are suitable; and

(g) The Client will promptly notify Algonet in writing if any of the foregoing representations ceases to be true.

The Client covenants to (i) comply at all times with the Exchange's own terms, margin rules, and applicable law; (ii) not interfere with, circumvent, reverse-engineer, or probe the Mother System or the API routing infrastructure; (iii) keep the API Credentials confidential and restrict use to the Algonet platform; and (iv) notify Algonet promptly if the API Credentials may have been compromised.

VI — Chapter

Fees and Fee Mechanics

The sole fee payable to Algonet is a Performance Fee of twenty percent (20%) of Net New Profits, crystallized monthly. No management fee. No subscription fee. No per-trade commission. Exchange fees (maker/taker, funding, withdrawal, network) are paid directly by the Client to the Exchange.

HWM mechanics. The HWM is set to the account equity at Services activation. At each month-end the HWM is updated to the higher of (a) the prior HWM or (b) month-end equity. The Performance Fee for a month is zero whenever month-end equity is at or below the prior HWM; otherwise it is 20% of the positive excess. No fee is charged on recovery territory below the HWM.

Capital additions. When the Client deposits capital into the Exchange account, the HWM is adjusted UPWARD by the deposit amount on the deposit date so that the fresh capital is not subject to a pseudo-drawdown.

Capital withdrawals. When the Client withdraws capital, the HWM is adjusted DOWNWARD pro-rata by the withdrawal amount so that the Client is not penalized on fee calculations for taking capital out.

Monthly statement. Algonet will deliver a monthly statement within fifteen (15) calendar days following month-end, setting out: account equity at month-start and month-end, prior HWM, new HWM, Net New Profits, Performance Fee amount, and payment instructions. Each statement is pulled directly from the Client's Exchange account so the Client can reconcile against Exchange records.

Payment. The Client will pay each month's Performance Fee within fifteen (15) calendar days of receipt of the monthly statement. Good-faith disputes: Client pays any undisputed portion within the original window, delivers the dispute in writing within five (5) business days; parties work in good faith to resolve within thirty (30) days.

Default. Failure to pay an undisputed Performance Fee within the payment window allows Algonet to suspend the Services by dropping the API Credentials, without further notice, in addition to any remedy at law.

Payment routing. U.S. Clients pay to Algonet BH LLC's U.S. bank account; non-U.S. Clients pay to אלגונט's Israeli bank account, as indicated on the monthly statement. Client is responsible for any tax withholding or reporting in the Client's jurisdiction; Algonet will furnish customary tax documentation (W-9 for U.S. persons, W-8BEN for non-U.S. persons) on request.

VIII — Chapter

Risk Acknowledgment

The Client acknowledges receipt and understanding of the separate Risk Disclosure Statement. Without limiting that Statement, the Client specifically acknowledges that: (a) trading crypto-perpetual derivatives is speculative; Client may lose some or all capital; past performance does not indicate future results; (b) leverage magnifies gains and losses; modest adverse moves can cause liquidation; Exchange determines margin and liquidation rules; (c) the Exchange is the trade counterparty and custodian of Client capital; Client accepts Exchange counterparty risk (failure, halts, outages, regulatory action) independent of Algonet; (d) algorithmic execution may fail to achieve intended price due to latency, queue, liquidity, Exchange rate-limits, server availability, network issues; Client bears slippage; and (e) the regulatory framework is evolving; future regulation may impact availability, cost, tax treatment, or legality in Client's jurisdiction.

X — Chapter

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other, including (on Algonet's side) the structure, parameters, signals, backtesting results, and performance metrics of the Mother System, plus Algonet's client list; and (on the Client's side) the Client's identity, account balances, trading history, and personal information.

Each party shall (i) hold Confidential Information in strict confidence; (ii) use it only in connection with this Agreement; (iii) not disclose to any third party except to employees, contractors, or advisers with a reasonable need to know who are themselves bound by confidentiality obligations; and (iv) protect with commercially reasonable care.

Exclusions: information that (a) is or becomes publicly known through no fault of the receiving party; (b) was already in the receiving party's possession before disclosure; (c) is independently developed without use of the disclosing party's information; or (d) is required to be disclosed by law or court order (with prompt notice to the disclosing party).

The Client's confidentiality obligations with respect to the Mother System survive termination for seven (7) years. Other confidentiality obligations survive for three (3) years.

XII — Chapter

Intellectual Property

The Mother System, all underlying code, models, data, research outputs, backtesting artifacts, strategy parameters, risk logic, domain names, trademarks, and all other intellectual property associated with Algonet or the Services are and remain the exclusive property of Algonet (or its licensors). Nothing in this Agreement grants the Client any right, title, or interest, except a limited, non-exclusive, non-transferable, revocable license to receive the Services for the Client's own account for the term.

The Client shall not (i) copy, modify, reverse-engineer, decompile, disassemble, or attempt to derive source code; (ii) probe, penetrate, or load-test Algonet's infrastructure; (iii) use the Services or derived information to develop a competing product; or (iv) remove any proprietary notices.

XIV — Chapter

Limitation of Liability

Except as expressly set out below, Algonet's aggregate liability arising out of or related to this Agreement, from any cause whatsoever and regardless of form of action, shall in no event exceed the aggregate Performance Fees paid by the Client to Algonet during the twelve (12) calendar months immediately preceding the event giving rise to liability. Where less than twelve months of fees have been paid, the cap is the actual fees paid.

Algonet shall not be liable for any indirect, consequential, special, punitive, or exemplary damages, including lost profits, lost opportunity, lost goodwill, cost of cover, or damages arising from trading losses on the Exchange, even if advised of the possibility.

Exceptions. The limitations do not apply to (a) Algonet's indemnification obligations under Chapter XIII; (b) willful misconduct or fraud; or (c) any liability that cannot be limited or excluded under applicable law.

The Client acknowledges that these limitations are an essential element of the bargain, that the Performance Fee has been set in reliance on them, and that Algonet would not enter this Agreement without them.

XVI — Chapter

Miscellaneous

Entire Agreement. This Agreement, together with the incorporated documents, constitutes the entire agreement and supersedes all prior understandings.

Amendment. Algonet may update this Agreement and incorporated documents from time to time. Material updates notified by email at least thirty (30) days in advance. Continued use after effective date constitutes acceptance; if the Client does not agree, sole remedy is termination.

Assignment. The Client may not assign without Algonet's prior written consent. Algonet may assign to any successor in a merger, acquisition, or sale of substantially all assets.

Severability. If any provision is held invalid, remaining provisions continue in full force; the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

No Waiver. No failure or delay in exercising any right operates as a waiver; no single or partial exercise precludes any other or further exercise.

Notices. Written notices to Algonet at support@algonet-trade.com; to the Client at the email address on record. Effective on delivery (for email, on receipt confirmation or twenty-four hours after send, whichever is earlier).

Force Majeure. Neither party liable for failure or delay caused by events beyond reasonable control, including acts of God, war, terrorism, civil disturbance, internet outage, exchange failure, regulatory action, or pandemic-response measures.

Language. This Agreement may be executed in English and Hebrew. English governs for U.S.-law matters; Hebrew governs for Israeli-law matters.

Execution. This Agreement may be executed in counterparts (including electronic signatures), each deemed an original.