PROPELLER STRATEGIC PARTNER AGREEMENT

Referral & Commission Agreement for Nonprofit Partnership Introductions

This Strategic Partner Agreement (the "Agreement") is entered into between the Strategic Partner identified below ("Strategic Partner") and Propeller Enterprises ("Company"), a California benefit corporation, effective as of the date this Agreement is signed by both parties ("Effective Date").

WHEREAS, Company operates a digital fundraising and fan engagement platform that connects nonprofit organizations and cause-aligned artists with their supporters, generating revenue through monthly membership programs, sweepstakes campaigns, merchandise sales, direct donations, and related activities (collectively, the "Services");

WHEREAS, Strategic Partner has relationships with nonprofit organizations, artists, brands, or other entities (collectively, "Prospects") that may benefit from Company's Services and desire to introduce such Prospects to Company in exchange for commission on revenue generated;

NOW, THEREFORE, for and in consideration of the premises and mutual promises hereinafter set forth, the parties agree as follows:

SECTION 1 - DEFINITIONS

"Prospect" means any nonprofit organization, artist, brand, or other entity that Strategic Partner introduces to Company during the Term with the intent of becoming a Company partner.

"Introduction" means a direct, documented introduction by Strategic Partner of a Prospect to Company, whether by email, in-person meeting, phone call, or other verifiable means, resulting in an Approved Claim.

"Approved Claim" means a written confirmation from Company (via the Propeller Partners Portal or other written notice) that Strategic Partner's claim on a Prospect has been approved and is exclusive to Strategic Partner for the Claim Window.

"Claim Window" means the thirty (30) calendar day period following Company's issuance of an Approved Claim, during which Strategic Partner must make the Introduction. If Strategic Partner fails to make the Introduction within the Claim Window, the Approved Claim expires and the Prospect becomes available to other partners.

"Qualifying Partner" means a Prospect that (i) was the subject of an Approved Claim held by Strategic Partner at the time of Introduction, (ii) enters into a signed partnership agreement with Company, and (iii) successfully launches a program on Company's platform.

"Launch Date" means the date on which a Qualifying Partner's first active fundraising campaign (monthly membership program, sweepstakes, or other revenue-generating program) goes live on Company's platform. The Launch Date is the triggering event for the Commission Term and is determined solely by Company.

"Commission Term" means the three (3) year period beginning on the Launch Date for each individual Qualifying Partner. Each Qualifying Partner has its own independent Commission Term running from its own Launch Date.

"Propeller Revenue Share" means the portion of gross revenue generated by a Qualifying Partner's program that Company retains as its platform fee, calculated as set forth in Section 4(b), after deducting: (i) payment processing fees charged by third-party processors (Stripe: 2.9% + $0.30/transaction; OCF: 1.9% of post-Stripe net where applicable); and (ii) in the case of Sweepstakes Campaigns, Campaign Hard Costs. The specific rate retained by Company varies by revenue type as set forth in Section 4(b).

"Campaign Hard Costs" means, with respect to a Sweepstakes Campaign, the following verified expenses paid by Company in connection with that specific campaign: (i) paid advertising and media buy costs directly attributable to the campaign; (ii) winner prize fulfillment costs (including the approximate retail value of the prize, shipping, and associated logistics); and (iii) verified refunds and chargebacks processed during or attributable to the campaign window. Campaign Hard Costs do not include Company's general overhead, employee salaries, or indirect operating costs not specific to the campaign. Company will provide a per-campaign hard cost summary in Strategic Partner's commission statement.

"Partner Commission" means fifteen percent (15%) of Propeller Revenue Share payable to Strategic Partner, as set forth in Section 4(c).

"Our Change Foundation" or "OCF" means the fiscal sponsorship organization that processes monthly and annual donor membership payments on behalf of nonprofit Qualifying Partners. OCF charges a processing fee of 1.9% of the post-Stripe net amount. For OCF-processed memberships, OCF returns 15% of the remaining balance to Propeller Impact as Company's platform fee, and grants the remainder to the Qualifying Partner nonprofit on a rolling basis.

"Propeller Partners Portal" means Company's proprietary online portal through which Strategic Partner views available Prospects, submits claims, tracks commission history, and receives payment reporting.

SECTION 2 - TERM AND TERMINATION

(a) Master Agreement Term. This Agreement commences on the Effective Date and continues for twelve (12) months (the "Initial Term"). Prior to the end of the Initial Term and each Renewal Term (as defined below), this Agreement automatically extends for an additional twelve (12) month period (each, a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice.

(b) Commission Term Survives Termination. Termination or expiration of this Agreement does not extinguish Strategic Partner's right to receive Partner Commission on Qualifying Partners whose Commission Terms are still active at the time of termination. Commission obligations for all Qualifying Partners with active Commission Terms shall survive termination and continue until each such Qualifying Partner's Commission Term expires, subject to Section 3 and the surviving provisions of this Agreement.

(c) Surviving Provisions. The following sections survive any expiration or termination: Section 1 (Definitions), Section 2(b) (Commission Term Survives Termination), Section 2(d) (Change of Control; Acquisition Continuity), Section 3(f) (Non-Circumvention), Section 4 (Commission Payments, with respect to active Commission Terms), Section 5 (Representations and Warranties), Section 6 (Indemnification), Section 7 (Limitation of Liability), Section 8 (Confidentiality, including Mutual Identity Protection), and Section 9 (Miscellaneous).

(d) Change of Control; Acquisition Continuity. In the event of a merger, acquisition, change of control, or sale of substantially all of Company's assets (each, a "Change of Control"), all rights and obligations under this Agreement - including all active Commission Terms for Qualifying Partners and any accrued but unpaid Partner Commission - shall be binding upon and shall inure to the benefit of Company's successor or acquirer. As a condition of any Change of Control transaction, Company shall require the successor or acquirer to expressly assume in writing all of Company's obligations under this Agreement, including all active Commission Terms for Qualifying Partners and any accrued but unpaid Partner Commission. This Section survives any Change of Control transaction or termination of this Agreement.

SECTION 3 - INTRODUCTIONS AND CLAIMS

(a) Claim Process. To establish an exclusive claim on a Prospect, Strategic Partner must submit a claim request through the Propeller Partners Portal or by written notice to Company. Company will review the request and notify Strategic Partner of approval or denial in writing. Company retains sole and absolute discretion to approve or deny any claim, including where Company has an existing relationship with the Prospect or determines an introduction is not appropriate.

(b) Exclusivity; One Strategic Partner Per Prospect. Only one Strategic Partner may hold an Approved Claim on a given Prospect at any time. An Approved Claim grants Strategic Partner the exclusive right to introduce that Prospect to Company during the Claim Window. If Strategic Partner's Claim Window expires without an Introduction being made, the Prospect becomes available for claim by any ally, including Strategic Partner (by resubmitting). Approved Claims are non-transferable.

(c) Introduction Required Within Claim Window. Strategic Partner must make the Introduction to Company within thirty (30) calendar days of receiving an Approved Claim. An Introduction is defined as a documented communication (email CC, in-person meeting confirmed in writing, or other verifiable means) connecting a Prospect's authorized representative to a Company representative. If no Introduction is made within the Claim Window, the Approved Claim expires automatically with no notice required.

(d) Negotiations. Following an Introduction, Company has final authority over all commercial terms of any potential partnership with the Prospect. Strategic Partner may attend meetings with Prospects at Company's discretion but will not have authority to bind Company to any terms, obligations, or commitments. Company retains sole discretion to enter into or decline any arrangement with a Prospect.

(e) No Guarantee. Company makes no representation or warranty that any Prospect will become a Qualifying Partner, that any Qualifying Partner will achieve any particular revenue level, or that Strategic Partner will receive any particular amount of commission. The commission structure in Section 4 applies only to Qualifying Partners that actually generate revenue through Company's platform.

(f) Non-Circumvention. For purposes of this Section, an "Introduced Account" means a Prospect that was the subject of an Approved Claim and a completed Introduction by Strategic Partner, together with any entity that directly or indirectly controls, is controlled by, or is under common control with such Prospect. "Commissionable Revenue" means revenue generated through monthly or annual membership programs, sweepstakes campaigns, one-time donations, merchandise sales, or any successor revenue stream that replaces or substantially substitutes for any of the foregoing.

If, within twelve (12) months following an Introduction, an Introduced Account enters into any arrangement with Company (or any successor, acquirer, or affiliate of Company) that generates Commissionable Revenue - whether or not such arrangement is processed through Company's standard platform, and regardless of how the arrangement is structured or labeled - Company shall calculate and pay Partner Commission as if such arrangement were a standard Qualifying Partner relationship under Section 4. This obligation applies for the full three (3) year Commission Term measured from the date the Introduced Account first generates Commissionable Revenue, and survives any termination or expiration of this Agreement.

For the avoidance of doubt, this Section does not apply to: (i) one-off consulting, advisory, or professional services engagements between Company and an Introduced Account that do not generate Commissionable Revenue; or (ii) arrangements entered into more than twelve (12) months after the Introduction, unless such arrangements were the subject of active, documented negotiations during the twelve-month lookback period.

SECTION 4 - COMMISSION PAYMENTS

(a) Commission Basis. Strategic Partner earns commission on Propeller Revenue Share - meaning the portion of gross fundraising revenue that Company retains as its platform fee - not on gross revenue raised for the Qualifying Partner's cause. Strategic Partner's commission is a percentage of Company's fee, not a percentage of total funds raised or granted to the nonprofit.

Example: A Qualifying Partner raises $100,000 in a given month across all revenue channels. Company retains its platform fee (per the applicable rate in Section 4(b)). Strategic Partner earns 15% of Company's fee on that revenue - not 15% of the $100,000 total.

(b) Propeller Revenue Share Rates by Revenue Type. Company's platform fee - from which Partner Commission is calculated - varies by revenue type as follows:

Monthly & Annual Club Memberships (via OCF): 15% of gross membership revenue, net of payment processing fees. Fee stack: (1) Stripe takes 2.9% + $0.30/transaction; (2) Remaining net is sent to OCF, which takes 1.9% of that amount; (3) OCF returns 15% of the remaining balance to Propeller Impact - this is the Propeller Revenue Share on which Partner Commission is calculated. The nonprofit receives the remainder on a rolling basis per OCF's grant schedule.

Sweepstakes Campaigns: 15% of net sweepstakes revenue, after deduction of: (i) Stripe processing fees (2.9% + $0.30/transaction); (ii) OCF processing fee (1.9% of post-Stripe net); and (iii) Campaign Hard Costs (paid media/advertising, winner prize fulfillment, refunds and chargebacks). ⚠️ Sweepstakes commission cannot be calculated in real-time. It is reconciled and settled within thirty (30) days following campaign close, once all Campaign Hard Costs are finalized.

One-Time Direct Donations: 15% of gross donation revenue, net of payment processing fees. Same rate as direct membership; no OCF distinction applies unless partner is OCF-sponsored.

(c) Partner Commission Rate. Strategic Partner earns a commission equal to fifteen percent (15%) of Propeller Revenue Share generated by each Qualifying Partner during its active Commission Term. This rate applies uniformly to every Qualifying Partner, from the first onward.

(d) Commission Term Per Qualifying Partner. Partner Commission is payable for a period of three (3) years from the Launch Date of each individual Qualifying Partner (the "Commission Term"). The Commission Term for each Qualifying Partner runs independently. Once a Qualifying Partner's Commission Term expires, no further Partner Commission is payable with respect to that Qualifying Partner, regardless of whether the Qualifying Partner continues to operate on Company's platform or generate revenue.

For clarity: if a Qualifying Partner is slow to launch after signing (e.g., onboarding takes several months), the Commission Term does not begin until the actual Launch Date - not the date the Prospect was introduced, not the date the partnership agreement was signed, and not the Effective Date of this Agreement. This protects Strategic Partner's three-year earning window from delays outside Strategic Partner's control.

Company agrees to use commercially reasonable efforts to onboard and launch each Qualifying Partner's program without unreasonable delay following execution of a fully-signed partnership agreement between Company and such Qualifying Partner. Company shall not intentionally delay the Launch Date for the purpose of reducing or deferring Partner Commission obligations.

(e) Payment Schedule. Company will calculate and pay Partner Commission on a monthly basis. For recurring revenue types (monthly and annual memberships and one-time donations), payment will be issued within thirty (30) calendar days following the end of each calendar month in which commission was earned. For Sweepstakes Campaigns, commission is reconciled and settled within thirty (30) calendar days following the campaign close date. Payments will be made via ACH through Company's Gusto payroll platform.

(f) Minimum Payment Threshold. If Strategic Partner's total commission earned in a given calendar month is less than $50, Company may, at its option, carry the balance forward and include it in the following month's payment. No balance shall be carried forward for more than three (3) consecutive months.

(g) No Commission on Expenses. Company will not reimburse Strategic Partner for any expenses incurred in the course of performing Strategic Partner's obligations under this Agreement. Strategic Partner is an independent contractor and is solely responsible for all expenses.

(h) Tax Reporting. Strategic Partner is solely responsible for all taxes, assessments, and other governmental charges arising from commission payments received under this Agreement. Company will issue a Form 1099-NEC (or equivalent) to Strategic Partner for any calendar year in which total commission payments equal or exceed the then-current IRS reporting threshold. Strategic Partner shall provide Company with a completed Form W-9 prior to receiving any commission payment.

(i) Reporting and Transparency. Company will provide Strategic Partner with access to the Propeller Partners Portal, which will display monthly commission statements including: (i) each Qualifying Partner's monthly gross revenue by revenue type, (ii) the applicable Propeller Revenue Share for each revenue type, (iii) Partner's Commission Rate applied, (iv) the net Partner Commission earned, and (v) cumulative payments made. Commission statements will be made available no later than fifteen (15) calendar days after the end of each month.

(j) Disputed Payments. Strategic Partner must notify Company in writing of any disputed commission calculation within sixty (60) days of receiving the relevant monthly statement. Failure to dispute within sixty (60) days constitutes Strategic Partner's acceptance of the stated amount for that month. Company will investigate and respond to any timely dispute within thirty (30) days.

(k) Platform Partner Campaign Exclusion. Certain nonprofit organizations maintain existing commercial relationships with Company under which Company is engaged and compensated by the nonprofit to operate action-based campaigns on its behalf (each, a "Platform Partner Campaign"). Because the fee structure and economics of Platform Partner Campaigns differ materially from the membership-based model described in this Section, Partner Commission does not apply to revenue generated through Platform Partner Campaigns. As of the Effective Date, the following organizations are designated Platform Partners: Human Rights Campaign (HRC), Humane World for Animals, Everytown for Gun Safety, Sierra Club, and Natural Resources Defense Council (NRDC). Company may update this list from time to time by written notice to Strategic Partner. For the avoidance of doubt: if Strategic Partner introduces an artist or Prospect who subsequently participates in a Platform Partner Campaign, Strategic Partner earns no commission on revenue from that campaign. However, if the same artist or Prospect also launches a membership-based program on Company's platform (e.g., a fan club with recurring donations), that program is treated as a standard Qualifying Partner relationship and full commission applies under the normal terms of this Agreement.

SECTION 5 - REPRESENTATIONS AND WARRANTIES

(a) Each of Strategic Partner and Company represents and warrants that: (i) it has the right to enter into this Agreement and to grant the rights and perform the obligations set forth herein; (ii) it is not a party to any agreement, contract, or understanding that would prevent, limit, or hinder its performance of this Agreement; (iii) during the Term, it will not enter into any contract, agreement, or understanding that conflicts with or would interfere with performance of this Agreement; and (iv) it is not a party to any pending claims or litigation that might materially affect its performance.

(b) EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY DOES NOT WARRANT THAT ANY PROSPECT WILL BECOME A QUALIFYING PARTNER, THAT ANY QUALIFYING PARTNER'S PROGRAM WILL ACHIEVE ANY REVENUE TARGET, OR THAT STRATEGIC PARTNER WILL EARN ANY PARTICULAR AMOUNT OF COMMISSION.

SECTION 6 - INDEMNIFICATION

(a) Each party (an "Indemnifying Party") shall indemnify, defend, and hold harmless the other party (the "Indemnified Party"), its affiliates, and each of their directors, officers, employees, and agents from and against all claims, suits, proceedings, and related liabilities, losses, expenses, damages, and costs (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to the Indemnifying Party's breach of any duty, obligation, representation, or warranty under this Agreement, or any negligent or wrongful act or omission of the Indemnifying Party.

(b) The Indemnified Party will: (i) promptly notify the Indemnifying Party of any claim for which indemnity is sought; (ii) cooperate reasonably with the Indemnifying Party in the defense of such claim; and (iii) allow the Indemnifying Party to control the defense or settlement, provided that the Indemnified Party may participate in any defense at its own expense.

SECTION 7 - LIMITATION OF LIABILITY

(a) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOST BUSINESS.

(b) COMPANY'S TOTAL AGGREGATE LIABILITY TO STRATEGIC PARTNER UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL PARTNER COMMISSION PAID TO STRATEGIC PARTNER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO LIABILITY.

(c) A party's failure to bring a claim against the other party within one (1) year after the date on which the claiming party becomes aware of a potential claim constitutes a waiver of such claim.

SECTION 8 - CONFIDENTIALITY

(a) Each party will protect the other's Confidential Information using at least the same degree of care as it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care. Confidential Information may be used only to carry out obligations under this Agreement and may be disclosed internally only on a need-to-know basis.

(b) "Confidential Information" means: (i) business or technical information, trade secrets, partner lists, commission rates, revenue figures, platform data, and pricing disclosed by one party to the other in connection with this Agreement; and (ii) the existence, content, and status of this Agreement. Confidential Information does not include information that: (A) is or becomes publicly known through no fault of the receiving party; (B) was already known to the receiving party before disclosure; (C) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (D) is received from a third party with no obligation of confidentiality.

(c) Non-Disclosure of Commission Rates. Strategic Partner specifically agrees not to disclose the specific commission rates, tier thresholds, or payment terms set forth in this Agreement to other partners, Prospects, Qualifying Partners, or any third parties. Such information constitutes Confidential Information and its disclosure could harm Company's business relationships.

(d) Mutual Identity Protection. Company will not publicly disclose Strategic Partner's identity, participation, or status as a strategic partner without Strategic Partner's prior written consent. Company will not disclose to any other strategic partner, referral partner, or third party which individuals or entities are participating as strategic partners. Each Strategic Partner's involvement is treated as confidential and independent. For clarity: Strategic Partner may voluntarily share their own participation in the program and the fact that they earn commission with their personal and professional network for the purpose of facilitating Introductions, but may not disclose specific commission rates, tier details, or the identity of other strategic partners.

(e) Confidentiality obligations survive the Termination Date; provided, however, that Confidential Information that is not a trade secret will cease to be protected two (2) years after the Termination Date. Upon termination, each party will return or destroy the other party's Confidential Information as reasonably practicable.

SECTION 9 - MISCELLANEOUS

(a) Notices. All notices under this Agreement will be in writing, delivered by overnight mail, email, or other written means. If to Company: Propeller Enterprises, 2102 Fernwood Dr, Nashville, TN 37216, brandon@propeller.la.

(b) Relationship of Parties. Nothing in this Agreement creates a joint venture, partnership, agency relationship, or employment between the parties. Strategic Partner is an independent contractor. Strategic Partner is not authorized to make any representations, warranties, or commitments on Company's behalf, and may not bind Company to any agreement or obligation.

(c) Non-Exclusive. This Agreement is non-exclusive. Company may engage other partners, referrers, or sales representatives. Strategic Partner may refer prospects to other platforms or service providers, provided such activities do not conflict with Strategic Partner's confidentiality obligations under this Agreement.

(d) Assignment. Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent. Notwithstanding the foregoing, Company may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of Company's assets, provided that the assignee expressly assumes all of Company's obligations under this Agreement, including all active Commission Terms for Qualifying Partners, as a condition of such assignment.

(e) Governing Law; Dispute Resolution. This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any dispute arising under this Agreement will be resolved by binding arbitration in Nashville, Tennessee under the rules of JAMS, with the costs of arbitration shared equally unless otherwise ordered by the arbitrator.

(f) Waiver of Jury Trial. EACH OF COMPANY AND STRATEGIC PARTNER SPECIFICALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR CONNECTED TO THIS AGREEMENT.

(g) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, representations, and communications. This Agreement may not be modified except by a written instrument signed by both parties.

(h) Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination does not affect the validity or enforceability of any other provision.

(i) Waiver. A party's waiver of any breach of any provision of this Agreement is not a waiver of any succeeding breach or of the provision itself.

(j) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which constitutes an original. Electronic signatures (including DocuSign and equivalent) are valid and binding.

(k) Affiliate and Entity Introductions. Strategic Partner may make Introductions on behalf of, or through, any business entity in which Strategic Partner holds a controlling interest or that Strategic Partner otherwise controls (an "Strategic Partner Affiliate"). An Introduction made by an Strategic Partner Affiliate shall be treated as an Introduction by Strategic Partner for all purposes under this Agreement, including without limitation for purposes of Approved Claims, commission eligibility, and non-circumvention protections under Section 3(f), provided that Strategic Partner notifies Company in writing of the applicable Strategic Partner Affiliate at or before the time of the claim or Introduction.

EXHIBIT A - COMMISSION RATE SUMMARY

This Exhibit summarizes the commission structure and is incorporated into the Agreement by reference. In the event of any conflict between this Exhibit and Section 4, Section 4 controls.

Partner Commission Rate: 15% of Propeller Revenue Share - applies uniformly to every Qualifying Partner.

Revenue Share Rates:

• Monthly/Annual Memberships (via OCF): 15% of gross revenue, net of Stripe (2.9% + $0.30/txn) and OCF (1.9% of post-Stripe net)

• Sweepstakes Campaigns: 15% of net revenue after Stripe + OCF + Campaign Hard Costs (paid media, prize fulfillment, refunds). Settled within 30 days of campaign close.

• One-Time Direct Donations: 15% net of processing fees

Commission Term: 3 years from each Qualifying Partner's Launch Date (the date their first campaign goes live on Propeller's platform). Commission Terms run independently per Qualifying Partner.