D-2 · Document two of three

⚠️ DRAFT for licensed counsel review — prepared for discussion only; we are not lawyers and this is not legal advice. Do not sign until Georgia counsel has reviewed (key question flagged at §14.1). Bracketed [·] items are open choices.

COLLABORATION & REVENUE SHARE AGREEMENT — "FestiVets"

This Collaboration & Revenue Share Agreement (the "Agreement") is made as of [DATE] (the "Effective Date") between:

• The Finessed Hub LLC, a Georgia limited liability company [in formation], doing business as Unicornus.ai ("TFH"), represented by Roger Martínez; and
• Stuart Manders, an individual ("Stuart"),

each a "Party," together the "Parties."

RECITALS

A. Stuart conceived and proposed a national festival directory with survival guidance, informed by his years of activity, reputation, and network in the burn and festival communities, and brings public-relations reach and sales capability to that concept.

B. TFH (Roger Martínez) independently developed adjacent and prior work in the same territory, documented in Exhibit A (including an event-directory/editorial platform analysis dated November 2024 and a working festival-operations application with survival-wiki functionality built for a 2026 festival), and has designed, built, and deployed the FestiVets platform, brand system, data operation, and live site at its own cost.

C. The Parties acknowledge both provenances as genuine and complementary, wish to record them once here so that neither is ever in question, and intend to build FestiVets together on the terms below — each Party contributing what it does best.

1 · DEFINITIONS

1.1 "FestiVets" or the "Venture": the festival-directory and survival-guide business operated at festivets.com and successor domains, including its brand, site, data, content, and paid offerings.

1.2 "Venture Revenue": all amounts actually collected from the Venture's operations (listings, featured placements, survival-pack sales, subscriptions, sponsorships, advertising, affiliate income, and similar), excluding sales taxes collected for remittance.

1.3 "Approved Expenses": out-of-pocket Venture costs (hosting or infrastructure beyond TFH's basic stack — including robust or dedicated hosting; legal, IP, and compliance costs such as copyright and trademark registration and filings; domains; paid tools; advertising; payment-processing fees; contractor costs; and similar) approved by a Minute under §5. These are Venture operating costs, paid from Venture Revenue before Net Profit (§1.4) — borne by the Venture, not by TFH alone. TFH's development, deployment, and basic-operation labor is not an expense (§3.1) and is never charged to the Venture.

1.4 "Net Profit": Venture Revenue minus Approved Expenses minus taxes and government fees attributable to the Venture.

1.5 "Minute": a short written record (email or signed note suffices) describing a proposed use of Venture funds or other covered decision, agreed by both Parties in writing before execution.

1.6 "Referred Deal" / "Closed Deal": as defined in Exhibit B (cross-venture sales).

1.7 "Confidential Information": as defined in the Mutual NDA & Non-Circumvention Agreement between the Parties dated [DATE] (the "NDA"), incorporated by reference.

2 · STRUCTURE AND INTENT

2.1 This is a contractual collaboration. No corporation, LLC, or other entity is formed by this Agreement; neither Party is the agent, employer, or fiduciary of the other except as stated; neither may bind the other. (Counsel: review §14.1 — profit-sharing/partnership characterization.)

2.2 The Parties may, by mutual written agreement, later contribute the Venture into a jointly governed entity; this Agreement's economics (§4) would carry into that entity unless both agree otherwise.

3 · CONTRIBUTIONS

3.1 TFH contributes, at no charge to the Venture or to Stuart, the basic operation of FestiVets: design, development, deployment, hosting on its main technology stack, maintenance, data operations, and technical management, on an ongoing basis for the life of the Venture. This "basic operation" is TFH's standard stack and labor. Costs beyond it — robust or dedicated hosting, and legal, IP, or compliance costs (e.g., copyrights) — are Venture Approved Expenses (§1.3), paid from Venture Revenue before Net Profit, not carried by TFH alone. TFH makes no sales commitment and is bound by no sales quota. TFH (through Roger) nevertheless intends to help sell — introducing allies, producers, and sponsors, and promoting the Venture in good faith wherever it can — because growing FestiVets serves both Parties. That effort is voluntary and non-exclusive: it adds to Stuart's, never replaces it, and TFH's 50% share does not depend on how many deals TFH originates.

3.2 Stuart contributes: public relations, community outreach, network access, scene credibility, promotional activity, and sales of the Venture's offerings — Stuart being the Venture's primary sales engine. Stuart makes no development commitment and no minimum-sales quota; his contribution is his effort, reputation, and network, given in good faith. Sales origination is not exclusive to either Party (see §3.1); the 50/50 split in §4 holds regardless of who brings a given deal.

3.3 Operational guarantee & carve-out. TFH will keep the Venture operational on its main technology stack, except where a compliance, financial, legal, or platform obstacle beyond TFH's reasonable control requires spending or structural change — in which case the Parties will promptly meet and agree by Minute how to fund and resolve it, as a Venture Approved Expense (§1.3) paid from Venture Revenue before Net Profit. TFH is not required to fund such resolution from its own pocket; extraordinary operating costs are the Venture's, shared through §4, not TFH's alone.

4 · MONEY: REVENUE, EXPENSES, DISTRIBUTIONS

4.1 Collection. All Venture Revenue is collected into a dedicated Venture account [or clearly segregated ledger] administered by TFH.

4.2 Two-key rule. No Venture funds are spent, transferred, reinvested, or otherwise moved without a Minute agreed by both Parties — no exceptions, including for TFH. Recurring pre-approved categories (e.g., "domains + processing fees, up to $[100]/mo") may be authorized by a single standing Minute, reviewable by either Party at any time.

4.3 Split. Net Profit is shared 50% to TFH · 50% to Stuart, for the life of the Venture.

4.4 Distributions & books. Distributions [quarterly], within 30 days of quarter end. TFH maintains the Venture ledger; both Parties receive a monthly statement (revenue, expenses, running Net Profit) and have full inspection rights on request.

4.5 Sale of the Venture. If the Venture (or substantially all its assets) is ever sold with both Parties' written consent, net sale proceeds after costs and taxes are shared 50/50. [Confirm/strike — Roger.]

4.6 [Optional — active-contribution step-down (bracketed lever; strike if leading with full trust): if a Party makes no material contribution for [6] consecutive months despite written notice, that Party's share prospectively steps to [15]% until contribution resumes.]

5 · GOVERNANCE

5.1 Decisions requiring a Minute: any use of Venture funds (§4.2); annual budget; pricing changes to paid offerings; taking on debt or third-party obligations; admitting any third party to Venture economics; selling or shutting the Venture; amending this Agreement.

5.2 Day-to-day operational and technical decisions (content, data, uptime, design, infrastructure) rest with TFH; day-to-day promotional and sales-channel decisions rest with Stuart — neither requiring a Minute unless they move funds.

5.3 Deadlock = status quo. If the Parties cannot agree, no funds move and the current state continues. Persistent deadlock (>60 days) on a material matter goes to §14.3 mediation.

6 · INTELLECTUAL PROPERTY

6.1 TFH owns and manages the Venture's source code, software, infrastructure, data and data pipeline, design system, and main digital assets, including the FestiVets brand, marks, and domains. This ownership is the counterpart of TFH's no-charge build-and-operate commitment (§3.1) and single-point technical accountability; Stuart's economic protection is §4 (50% for life) and the non-circumvention provisions of the NDA.

6.2 Prior IP stays with its owner. Everything in Exhibit A (TFH/Roger prior work, including the festival-operations application and survival-wiki architecture) remains TFH's sole property and is not contributed to the Venture. Stuart's network, contacts, relationships, and personal reputation remain his sole property and are not contributed as assets.

6.3 Each Party grants the Venture a non-exclusive license to use its name, likeness, and publicly shareable materials for Venture promotion, revocable on exit.

6.4 If this Agreement terminates without a sale: TFH keeps the Venture assets; amounts accrued to Stuart through the termination date are paid out; §4.3 obligations end prospectively [subject to §4.6 if adopted]. (Termination economics — counsel + Roger review.)

7 · CROSS-VENTURE SALES (BEYOND FESTIVETS)

7.1 The Parties intend FestiVets to open commercial relationships for TFH's wider offerings (development, festival-operations application, care plans, and other technology). Stuart's compensation for those sales is defined in Exhibit B, which applies across TFH ventures unless a per-venture override is agreed in writing.

8 · TERM & TERMINATION

8.1 Term: from the Effective Date for the life of the Venture.

8.2 Either Party may exit on [60] days' written notice. Exit triggers §6.4. Either Party may terminate for uncured material breach ([30]-day cure after written notice).

8.3 Survive termination: §1, §4 (accrued amounts), §6, Exhibit B tails (accrued and in-window deal payments), §9–§14, and the NDA per its terms.

9 · CONFIDENTIALITY & NON-CIRCUMVENTION

The NDA is incorporated by reference and governs all Confidential Information and circumvention matters, during and after this Agreement.

10 · REPRESENTATIONS

Each Party represents it may enter this Agreement; that its contributions do not knowingly infringe third-party rights; and that it will conduct Venture business honestly and lawfully (including FTC-compliant marketing and honest event-status information — the Venture's published doctrine).

11 · TAXES

Each Party is responsible for its own income taxes on distributions and commissions. The Parties will cooperate on any required filings. (Counsel: confirm reporting treatment — see §14.1.)

12 · NON-DISPARAGEMENT

Neither Party will publicly disparage the other or the Venture, during the Term and for [2] years after. Honest private disagreement is not disparagement.

13 · MISCELLANEOUS

Notices by email with confirmation. No assignment without consent (TFH may assign to its umbrella entity on notice). Entire agreement (with NDA + Exhibits); amendments in writing signed by both. Severability. No waiver by delay. Counterparts/e-signature valid.

14 · LAW & DISPUTES

14.1 Governing law: State of Georgia, USA. (⚠️ Counsel question #1: does §4's 50/50 profit-sharing create a general partnership under O.C.G.A. § 14-8-7 notwithstanding §2.1, with attendant joint-liability and tax-filing consequences? If yes, advise entity formation for the Venture.) 14.2 Venue: [Fulton County / county of TFH's registration], Georgia. 14.3 Escalation: good-faith negotiation (14 days) → mediation ([Atlanta], cost-split) → then courts [or binding arbitration — choose].

SIGNATURES

EXHIBIT A — PRIOR WORK & PROVENANCE (recorded once, so it never has to be argued)

A-1 · TFH / Roger Martínez prior and contributed work (remains TFH's sole property except the live FestiVets deliverables, which are Venture-serving but TFH-owned per §6.1) 1. Event-directory / editorial platform analysis and concept development, documented November 6–11, 2024 (19hz.info / Resident Advisor Atlanta analysis; full reconstructed report on file: roger_19hz_event_directory_research_report, dated 2026-07-20, covering Nov 2024–Jul 2026). 2. EventMap Hub transactional-directory concept (2024–2025): maps, ordering, inventory, advertising, event operations. 3. Festival-operations application with survival-wiki module (Create Infinite Elements festival, 2026) — working software, 100% TFH property, not contributed to the Venture. 4. FestiVets platform as deployed: brand system ("golden directory" identity), five built design editions, event-status taxonomy ("vet check"), data pipeline and event dataset (241 events · 57 states/provinces · 3 countries), survival-pack architecture, live site, July 2026. 5. The festivets.com domain — acquired and paid for by TFH on 2026-07-21, together with the festivets.finessedhub.com subdomain that preceded it and all hosting, DNS, and infrastructure costs to date. The exact-match brand domain is a TFH-funded asset and, per §6.1, is TFH-owned and managed; Stuart's economic interest in it runs through §4 (50% of Net Profit), not through title.

A-2 · Stuart Manders prior and contributed assets (remain Stuart's sole property) 1. The FestiVets concept as proposed by Stuart: national festival directory + survival guide, grounded in burn-community culture and need. 2. Burn-and-festival community standing, reputation, relationships, and network, developed over [years]. 3. PR and promotional channels and know-how. (Stuart may add items before signing.)

EXHIBIT B — CROSS-VENTURE SALES COMMISSION SCHEDULE

B-1 · Definitions. "Net Deal Profit" for a given customer deal: amounts actually collected from the deal, minus direct third-party costs, minus delivery labor at TFH's documented internal rates, minus taxes attributable to the deal — all recorded on a Deal Sheet (a per-deal Minute: scope, price, cost basis, commission class) agreed when the deal opens. "Referred Deal": Stuart makes a qualified introduction; TFH runs and closes the sale. "Closed Deal": Stuart runs the sale to signature as a TFH/Unicornus.ai representative.

B-2 · Standard rates (all TFH tech ventures — development, festival-operations app, care plans, and similar — unless a written per-venture override exists):

B-3 · Rules. Commissions accrue as revenue is collected and are paid [quarterly] with a statement. One class per deal (a Referred Deal later closed by Stuart upgrades to Closed). No commission on deals existing before the Effective Date [list exceptions if any]. Referral class requires a recorded introduction (email/message) within [90] days before first contact-to-close. Per-venture overrides (e.g., a named restaurant client) must be written; the referral rate stays consistent across ventures as house policy.

EXHIBIT C — ALTERNATE STRUCTURE (recorded for completeness; not the recommended path)

In place of §3–§6, the Parties could elect a development buyout: Stuart pays TFH a one-time fee of $26,000 (repriced 2026-07-22 after the store, membership framework, live module, shared content architecture, and full branding kit shipped; itemized in the Buyout Cost Basis v2) (staged 50% to start / 50% at handoff) for delivery of the FestiVets working source code and design assets; FestiVets thereafter belongs to Stuart; TFH retains its Exhibit A-1 prior IP, its reusable house tooling/recipes, and a portfolio-credit right; Exhibit B remains available by separate agreement. (Priced from market comparables for directory-platform builds, $15k–$50k band; Hub card T4 floor "from $6,000 quoted" covers websites, not platforms.)

Draft v1 · 2026-07-20 · prepared in-house (Fable 5) for counsel review · pair: Mutual NDA & Non-Circumvention DRAFT, same folder.