Investment Advisory Agreement

This Investment Advisory Agreement ("Agreement") governs the relationship between Kyel McGarry ("Client") and Carolyn Greenwood Nelson ("Advisor") of DA Davidson ("Firm") regarding discretionary investment management services.

This agreement outlines the terms under which Carolyn Greenwood Nelson will provide discretionary investment guidance, trade execution, and portfolio management services to the Client. These services will be based on the Client's stated preferences as indicated in the submitted investment questionnaire, relevant details shared during prior interactions, and the Advisor's professional discretion aimed at supporting the Client's financial goals.

The advisor will manage and/or guide the investment of funds deposited by the client into his trading account structured and tracked in USD Coin (USDC) or USD-equivalent terms.

Services include:

• Access to a managed model portfolio which may include elements of copy trading.
• Ongoing portfolio monitoring and rebalancing.
• Tailored investment decisions aligned with the client's stated risk profile and objectives.
• Trade-idea-based communication (where applicable).

Execution of trades will occur under a copy-trading format, where the client's portfolio mirrors a master portfolio managed by the Advisor. Adjustments will be made when necessary to reflect the Client's specific risk tolerance and objectives. Client can view real-time updates, monitor trades, and track performance.

1. No upfront or flat management fees will be charged.
2. A performance-based fee of 15% will apply to net realized profits. No fee is charged unless the portfolio achieves gains, ensuring full alignment between the Advisor's and Client's interests.
3. Fees are calculated in the base currency (USD or USDC) and settled accordingly.
4. This fee arrangement may be reviewed and adjusted over time, subject to mutual agreement based on portfolio performance, size, or other relevant factors.
5. The client has final approval authority on all transactions.

1. Investments in cryptocurrency and equity markets carry inherent risks, including the risk of partial or total capital loss.
2. Past performance is not indicative of future results.
3. The advisor will take reasonable steps to manage risk but does not guarantee returns.
4. Client acknowledges and accepts these risks before engaging in this investment service.

The Advisor is committed to protecting the Client's personal and financial data in accordance with applicable data protection laws and industry standards.

All digital communications, account access, and documentation are secured using encryption protocols. The Client's data will not be shared or used for any purpose other than for providing agreed services, unless required by law or explicitly authorized by the Client in writing.

1. Either party may terminate this agreement at any time with written notice.
2. Upon termination, all positions will be closed (if under full management) or transferred to the client for independent management.

By proceeding with the portfolio, the client acknowledges understanding and agreement to the terms stated herein. The client further confirms that all information provided in the questionnaire is accurate and complete to the best of their knowledge.

1. The Advisor shall not be held liable for any direct or indirect loss resulting from system outages, internet connectivity issues, platform malfunctions, or data transmission failures beyond their control.
2. The Advisor shall not be responsible for any delay or failure to perform obligations under this agreement due to force majeure events, including but not limited to natural disasters, pandemics, war, civil unrest, or regulatory changes.
3. The Client remains responsible for adhering to any investment restrictions or limitations applicable to their personal or legal circumstances. The Advisor shall not be held liable for non-compliance in this regard unless explicitly informed in writing and acknowledged.
4. The Client is responsible for maintaining the confidentiality of their login credentials and notifying the Advisor promptly of any suspected unauthorized access.

1. All amendments or modifications to this agreement must be made in writing and mutually signed or acknowledged by both parties.
2. Any waiver granted under this agreement shall be in writing and shall apply only to the specific instance for which it was granted.
3. The rights and remedies of each party under this agreement are cumulative and do not exclude any rights provided by law.
4. The partial exercise of any right or remedy shall not prevent its future full exercise.

1. All official communication regarding this agreement, trade updates, and performance summaries will be conducted through the Advisor's designated platforms or official email address (carolyn.nelson@davidsonwealthteam.com).
2. In rare technical cases where firm channels are temporarily unavailable, clients may be contacted through alternate means, but documentation will resume on the official platform as soon as possible.
3. Notices are deemed received when electronic confirmation of transmission is acknowledged.

1. This agreement shall be governed by and interpreted in accordance with the laws of the jurisdiction under which the Advisor operates.
2. Any disputes arising under or in connection with this agreement shall be subject to the exclusive jurisdiction of the competent courts in that jurisdiction, unless otherwise mutually agreed upon in writing.

The Advisor agrees to act in the best interest of the Client and to disclose any actual or potential conflicts of interest that may arise during the course of this engagement.

Where possible, measures will be taken to avoid conflicts. If a conflict cannot be avoided, the Advisor will provide full transparency and obtain the Client's consent before proceeding with any related action.