This Agreement (hereinafter referred to as the “Agreement”) is entered into by and among:

{

Party A: AXON CAPITAL MANAGEMENT - FZCO

Registration Number: DSO-FZCO-32700 (to verify, visit: https://cutt.ly/4wzuQiim)

Trade License Number: 34718 (to verify, visit: https://cutt.ly/uwzuQyQj)

Legal Status: Freezone Company

Issuing Authority: Dubai Integrated Economic Zones Authority (DIEZA)

Premises No: DSO-IFZA

Building Name: IFZA Properties

Area Name: Dubai Silicon Oasis

The Email: terry@eonlabs.com

}

Party B: Algo-Trading Strategy Researcher (ATSR)

{

}

Party C: Recruitment Agency {

}

The above are collectively referred to as the “Parties” and individually as a “Party.”

Substitution of Party

  1. Right to Substitute: Party A may, upon written notice to Party B and Party C, substitute another entity ("Substitute Entity") to take its place in this Agreement. Upon such substitution, the Substitute Entity shall assume all rights, responsibilities, obligations, and liabilities of Party A under this Agreement.
  2. No Release of Original Party: Unless expressly agreed by all Parties in writing, the substitution of the Substitute Entity does not release Party A from its obligations and liabilities under this Agreement up to the date of substitution.
  3. Consent: Notwithstanding Clause 1, Party A shall not substitute another entity without the prior written consent of Party B and Party C, which consent shall not be unreasonably withheld, conditioned, or delayed.
  4. Notification to Third Parties: Party A shall be responsible for notifying any third parties of the substitution, where necessary.
  5. Liabilities and Rights: The Substitute Entity shall be bound by the terms of this Agreement in the same manner as Party A and shall inherit all rights, privileges, responsibilities, and liabilities of Party A from the effective date of substitution.
  6. Effect on Agreement: Except as expressly provided in this Substitution of Party clause, nothing in this clause shall alter or affect any of the terms or conditions of this Agreement.

The specific terms, their acronyms, and their definitions mentioned in this Agreement are listed as follows:

Terms Acronym Definitions
Email - The registered email of each Party.
Managed Sub Account MSA A dedicated crypto futures trading account that allows Party A to allocate the funds, and allows Party B to trade.
Capital Injection CI The act of Party A funding the MSA. Party A funds the MSA at a fixed schedule detailed in APPENDIX I: PAYMENT & CAPITAL INJECTION SCHEDULE.
Net Asset Value NAV The NAV is monitored on a real-time basis and constitutes the net balance of cash, realized profits & losses, and floating / unrealized profit & losses (i.e. positive & negative open positions) in the MSA. Some exchanges, such as Binance, may refer to it as the Total Balance.
Settlement - The time at which the Managed Sub Account (MSA) is crystallized and deemed eligible for the purposes of profit sharing and payment of fees.
Investment Time Horizon Ordinal ITHO ITHO denotes the Settlement in a sequential order. It signifies an orderly sequence, similar to first, second, third, and so forth. It is important to note that any one of the Settlement could include multiple Investment Time Horizon Ordinals (ITHO). This is because there exists a slight possibility of the NAV reaching multiple ITHO noted levels within a brief timespan, before Party B or Party C have the chance to respond and present invoices to Party A for executing the Settlement.
Investment Time Horizon Ordinal Cardinality Cap ITHOCC * Defined as the ultimate numerical limit on the aggregate count of Investment Time Horizon Ordinals (ITHO) allowed under the Agreement.
Benchmark Net Asset Value for Investment Time Horizon Cycle BNAVITHC BNAVITHC is the NAV in the Managed Sub Account (MSA) at the start of every Investment Time Horizon Cycle (ITHC), which is used as the denominator to evaluate if the TMAD percentage is breached or the TMAEG percentage is reached; and it is also used as a factor to determine the Performance Allotment (PA) and based on the Performance Allocation Rate Lookup Table (PARLT) and the Safety Net Reserve Fund Arrear Cycle (SNRFAC) based on the Safety Net Reserve Fund Arrear Cycle Lookup Table (SNRFACLT).
Excess Gain EG The NAV amount that raises above the Benchmark Net Asset Value for Investment Time Horizon Cycle (BNAVITHC).
Drawdown DD The NAV amount that dips below the Benchmark Net Asset Value for Investment Time Horizon Cycle (BNAVITHC).
Trailing Minimum Acceptable Excess Gain TMAEG * The minimum acceptable percentage gain of NAV above the BNAVITHC to trigger the Settlement. This “trailing” feature moves forward in time, using only the latest available BNAVITHC.
Trailing Maximum Acceptable Drawdown TMAD * The maximum acceptable percentage loss of NAV below the BNAVITHC to trigger the TMAD and MAITH Violation Protocol. This “trailing” feature moves forward in time, using only the latest available BNAVITHC.
TMAD and MAITH Violation Protocol TMVP The procedure to end and dissolute the Agreement described in the Appendix I under the specific situation where the Excess Gain (EG) is in the negative breaching the TMAD or the Investment Time Horizon Cycle (ITHC) surpasses the Maximum Acceptable Investment Time Horizon (IMAITH).
Investment Time Horizon Epoch ITHE The time and NAV value at which the Excess Gain (EG) surpasses the Trailing Minimum Acceptable Excess Gain (TMAEG) from the Benchmark Net Asset Value for Investment Time Horizon Cycle (BNAVITHC).
Investment Time Horizon Cycle ITHC The actual period between any consecutive Investment Time Horizon Epoch (ITHE).
Maximum Acceptable Investment Time Horizon Cycle MAITHC * The maximum acceptable time elapse from one Investment Time Horizon Epoch (ITHE) to another. (i.e. maximum time limit for achieving a new ITHE).
Performance Allocation Rate PAR * The percentage proportion of the Excess Gain (EG) that is allocated to Party B. it is used to calculate Performance Allotment (PA).
Performance Allocation Rate Lookup Table PARLT The Lookup Allocation Rate Lookup Table (LARLT) is a predefined table utilized to determine the Performance Allocation Rate (PAR) during each Settlement. The table correlates the Investment Time Horizon Cycle (ITHC) and the Benchmark Net Asset Value for ITHC (BNVITHC) to ascertain the applicable Performance Allocation Rate (PAR). The LARLT is structured such that for each threshold of BNVITHC, a corresponding set of PAR values is defined across different ITHC intervals. The cross-sectional value of PAR within the LARLT is identified based on the least achieved ITHC and the maximum reached BNVITHC during the settlement period. This mechanism facilitates the calculation of the Performance Allotment (PA), which is a portion of the Excess Gain (EG) allocated by Party A to potentially incentivize Party B, as detailed in the Performance Allocation Rate (PAR) Table in APPENDIX I of the agreement.
Performance Allotment PA The portion of Excess Gain (EG) which Party A allocates to potentially incentivize Party B varies according to the Performance Allocation Rate (PAR) Table in APPENDIX I.
Performance Allotment Resolved Rate PARR * The percentage proportion of the Performance Allotment (PA) that is resolved and immediately payable to Party B at the Settlement. It is used to calculate Singular Arrear Resolved Performance Allotment (SARPA).
Singular Arrear Resolved Performance Allotment SARPA The portion of the Performance Allotment (PA) which Party B can receive at the Settlement.
Performance Allotment Unresolved Rate PAUR * The percentage proportion of the Performance Allotment (PA) that is unresolved and not immediately payable to Party B at the Settlement. Its value can be derived by simple arithmetic subtracting the Performance Allotment Resolved Rate (PARR) from 100%.
Unresolved Performance Allotment UPA The remaining portion of the Performance Allotment (PA) which is allocated to the Safety Net Reserve Fund (SERF).
Safety Net Reserve Fund SERF A virtual account balance maintained by Party A to mitigate the Drawdown (DD) in the MSA.
Safety Net Reserve Fund Release SNRFR The UPA that has been sitting in the SERF is released to Party B at a pre-agreed number of ITHC in arrears, which is called Safety Net Reserve Fund Arrear Cycle (SNRFAC).
Headhunter Retention Rate HHRR * HHRR serves as a standard for determining the payable fee to Party C, proportionate to the remuneration offered to Party B. It's important to clarify that the HHRR doesn't reduce Party B's remuneration, as Party B's remuneration is solely used as a calculation factor. The HHRR acts as the numerator and Party B's remuneration, the denominator in this payment calculation framework.
Head Hunter Retention HHR The fee payable to Party C at each of the Settlement. In case there’s confusion, HHR is not coming out of the Excess Gain (EG) and it does not impact the potential gain of Party C. It is an administrative fee that Party A is responsible for paying.
First-Year Placement Fee Rate (dormant until activation) FYPFR * A fee rate to calculate the FYPF payable to Party C. It is only applicable to the potential traditional employment or consultancy services, payable by Party A to Party B within the first year from the day of the Agreement is signed.
First-Year Placement Fee (dormant until activation) FYPF A fee payable to Party C. It is only activated when there's a service payment made to Party B outside the scope of SARPA and SNRFR; otherwise, it remains dormant and is not applied at all.
Payable Limit to Party C PL2PC * Party A's payment obligations to Party C, under HHR and FYPF, are subject to a specified limit. Upon reaching this limit, Party A is not required to make further payments, regardless of the Agreement's status.
Signals - The content generated by Party B’s IP transmitted to Party A.
Nature of License NOL * Nature of License (”NOL”) is either Exclusive & Non-Transferable or Non-Exclusive & Non-Transferable. Party B grants Party the license to use the Signals, which is defined by the Nature of License.
SaaS Resources Quota SRQ * Party B may employ dedicated SaaS resources (such as AWS and Google Cloud) upon receiving written approval from Party A concerning their scope of usage. The cost incurred is limited to the SaaS Resources Quota (SRQ).
SaaS Resources Base Coverage Rate SRBCR * The percentage of SaaS expense claims, which are bound by the limit of the SaaS Resources Quota (SRQ) and its written approved defined scope, that Party A reimburses to Party B at the time of the Settlement.
Capacity Constraint Saturation Point CCSP * Party B propose a suitable value of CCSP which depends on the nature of the trading strategy. When the NAV hits the Capacity Constraint Saturation Point (CCSP), Party A will remove excess funds to keep the Managed Sub Account (MSA) balanced at CCSP because market liquidity constraints render the surplus funds incapable of producing extra profit.
First Loss FL * The initial financial loss incurred in the MSA, to which Party B may elect to contribute. The First Loss serves as a protective financial layer for Party A, absorbing losses up to a certain threshold as defined and agreed upon by the Parties. Party B shall not be obligated to contribute to the First Loss under this Agreement.
Financial Technology Consultancy Service Rate (dormant until activation) FTCSR * The service rate if Party B to render Financial Technology Consultancy Services (FTCS) to Party A.
Financial Technology Consultancy Services FTCS Party B provides optional consultancy services to Party A upon request and availability.

The specific values for all parameters mentioned in this Agreement are listed as follows:

Parameters
ITHOCC
TMAD
TMAEG
PAR
PARR
PAUR
HHRR
MAITH
ITHC
FYPFR
PL2PC
SRQ
SRBCR
CCSP
FL
FTCSR
NOL

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