VIBEUP × ASKMAX

Parties & Purpose

This Strategic Partnership Agreement (the "Agreement") is entered into by and between VIBEUP, Inc. and the ASKMAX / ASK Connexion organization (collectively, the "Parties"), effective on the date the final signature is executed below.

Purpose: To establish a bilateral strategic growth relationship between VIBEUP and ASKMAX / ASK Connexion involving:

• Investor and strategic introductions;
• Ecosystem participation;
• Business and community referrals;
• Reciprocal growth opportunities.

Phase 1 — VIBEUP Launch Round

Current VIBEUP opportunity: a $500,000 Launch Round at a $10.3M third-party valuation, with a $50,000 minimum investment. The Parties intend the following responsibilities:

ASKMAX responsibilities:

• Share approved VIBEUP investor materials with selected appropriate members of the ASK network;
• Identify and personally introduce potentially aligned investors and strategic partners;
• Use ASK Connexion's network, events, relationships and connector ecosystem to facilitate appropriate introductions;
• Help identify appropriate participants for private VIBEUP investor presentations and investor-room access.

VIBEUP responsibilities:

• Create and maintain the co-branded investor landing page and approved investor materials;
• Provide executive summary, investor deck, investor room and appropriate presentation materials;
• Host curated investor presentations where appropriate;
• Lead investor qualification, presentations, diligence, documentation, closing and investor communications;
• Maintain reasonable attribution records for ASKMAX introductions.

Phase 1 Compensation

Commercial intent: ASKMAX shall receive a success-based fee equal to 10% of capital actually received by VIBEUP from a qualifying investment directly attributable to an ASKMAX introduction. By way of example, a $50,000 qualifying investment would correspond to a $5,000 potential ASKMAX success compensation.

Because transaction-based compensation related to securities introductions may be regulated, this provision is conditioned on applicable law as follows:

• "The parties intend for ASKMAX to receive a success-based fee equal to 10% of capital actually received by VIBEUP from qualifying investments directly attributable to ASKMAX introductions, provided that such compensation and the related activities are permissible under applicable securities laws and regulations. Prior to compensated investor solicitation or introduction activity, the parties will obtain or confirm appropriate legal guidance regarding the structure. If the contemplated compensation structure is not permissible as proposed, the parties will work in good faith to adopt a compliant alternative structure reflecting, to the extent legally permissible, the intended economics of the relationship."

Nothing in this section shall be construed as an unconditional obligation to pay compensation irrespective of applicable securities law.

Attribution

A Qualifying ASKMAX Introduction means a prospective investor who:

• Was first directly introduced to VIBEUP by ASKMAX; OR
• Entered through the dedicated ASKMAX / VIBEUP attribution pathway; AND
• Was not already in an active, documented VIBEUP investor discussion immediately before the ASKMAX introduction.

Attribution should be recorded through: /askmax referral tracking; direct email introduction; documented personal introduction; event or webinar registration with ASKMAX attribution; and CRM attribution where available.

To avoid disputes over duplicate relationships: if a person already existed in VIBEUP's network but ASKMAX materially reactivated or advanced the investment relationship, attribution shall apply only with the parties' written agreement to that effect.

Payment

Compensation is calculated only on capital actually received and cleared by VIBEUP. It is not calculated on soft commitments, verbal commitments, pledges, unsigned subscriptions, or unfunded commitments.

Payment timing: within 10 business days after the applicable investment funds have cleared and any legally required conditions have been satisfied. If counsel recommends a different payment mechanism, the compliance requirement in Section 3 controls.

Referral Period

ASKMAX Introduction Attribution Period: 12 months from the date of a documented ASKMAX introduction. If an attributable investor enters active diligence during that period but closes shortly afterward, attribution is preserved for that active transaction.

Investor Process & Control

ASKMAX facilitates introductions. VIBEUP retains control of investor qualification, investment presentations, offering materials, diligence, investment documentation, acceptance or rejection, closing, and ongoing investor communications.

ASKMAX must use approved VIBEUP materials and should not independently make representations regarding guaranteed returns, guaranteed valuation increases, investment suitability, future liquidity, or investment terms not contained in approved materials.

Phase 2 — VIBEUP Ecosystem Ambassador

The Parties intend an ongoing ecosystem relationship in which VIBEUP supports the ASKMAX Business Profile, the ASK Connexion Community, the ASKMAX referral / attribution pathway, and the dedicated /askmax partnership experience. ASKMAX may introduce humans, businesses, communities and ecosystem partners to VIBEUP.

Phase 2 — ASKMAX Referral Economics

ASKMAX receives a 10% recurring referral share on qualifying VIBEUP revenue generated from attributable ASKMAX-referred paying humans, businesses and communities while those qualifying accounts remain active and attributable.

The referral share applies to 10% of qualifying net revenue actually received by VIBEUP from the attributable account. Unless expressly approved otherwise in writing, excluded from the calculation are: taxes; refunds; chargebacks; third-party pass-through costs; unrelated transactions; capital investments; and amounts VIBEUP never actually receives.

For marketplace transactions, the referral share applies to VIBEUP's qualifying net platform revenue or fee from the transaction — not to the entire underlying transaction value — unless the parties explicitly agree otherwise in writing.

Reciprocal VIBEUP → ASKMAX Referrals

VIBEUP may introduce businesses and entrepreneurs seeking business networking, membership, sponsorship, events, strategic introductions, marketing, sales, business-development support, and other ASK Connexion services.

ASKMAX pays VIBEUP a 10% referral share on qualifying net revenue actually received by ASKMAX from an attributable VIBEUP-referred client, member, sponsor or service client. Symmetrical attribution principles apply wherever practical.

Bilateral Principle

The intention of this partnership is mutual value creation. Neither party is simply a referral channel for the other. Each party contributes its network, capabilities and ecosystem to create aligned opportunities for both communities.

Brand & Communication

• Each party may use the other's name and logo only in mutually approved partnership materials;
• Material investor communications using ASKMAX branding should be approved;
• Material ASKMAX communications using VIBEUP branding should be approved;
• Neither party may make unauthorized commitments on behalf of the other.

Confidentiality

Each party will keep confidential the other party's private investor information, commercial information, non-public financial information, customer and member information, partnership data, and non-public technology or business information, and will use such information solely for the purposes of this Agreement.

Independent Parties

This Agreement does not itself create an employment, agency, general partnership, joint venture or fiduciary relationship between the Parties. Neither party can bind the other without written authorization.

Term & Termination

Initial term: 12 months. The Agreement automatically continues month-to-month unless terminated. Either party may terminate with 30 days written notice.

Termination does not eliminate properly accrued payment obligations. Existing attributed referrals retain whatever economic treatment this Agreement expressly provides.

Legal / Securities Compliance

• Both parties will comply with applicable laws;
• Nothing authorizes ASKMAX to perform activities requiring registration, licensing or authorization that ASKMAX does not possess;
• Investor-related activity and compensation remain subject to applicable securities requirements and legal review;
• VIBEUP retains responsibility for its offering documentation and acceptance of investors.

Entire Agreement / Changes

This document represents the Parties' agreement regarding the subject matter. Changes must be mutually agreed in writing. Electronic signatures and counterparts are acceptable.