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PROFIT SHARE AGREEMENT

PROFIT SHARE AGREEMENT

TropicTrade Application

Dated: May 14, 2026

1. PARTIES

This Profit Share Agreement ("Agreement") is entered into as of the date last signed below by and between:

(1) 360 SAAS LIMITED

Company Number: 15297454

Registered Office: Unit 14, Elgar Business Centre, Moseley Road, Hallow, Worcester, England, WR2 6NJ

Represented by: Camarlo Richards, Chief Executive (hereinafter "the Company")

(2) ABDERRAHMAN EL AMRANI

(hereinafter "the Contributor")

The Company and the Contributor are referred to individually as a "Party" and collectively as the "Parties".

2. BACKGROUND

2.1. The Company is developing a software application known as TropicTrade ("the Application"), a product intended for commercial release.

2.2. The Contributor has provided and/or agreed to provide development services, technical contributions, and/or other assistance in the building of the Application.

2.3. In consideration of the Contributor's services, the Company agrees to grant the Contributor a share of the Net Profits generated by the Application, subject to the terms and conditions set out in this Agreement.

3. DEFINITIONS

3.1. "Application" means the TropicTrade software application developed by the Company, including all updates, enhancements, and related products.

3.2. "Release Date" means 11 May 2026, being the date of first commercial release of the Application.

3.3. "Net Profits" means the gross revenues received by the Company from the Application in a given Annual Period, less all reasonable and documented operating costs directly attributable to the Application, including but not limited to: hosting costs, payment processing fees, third-party licensing fees, marketing costs, and reasonable staff costs. The method of calculation shall be consistent across all Annual Periods.

3.4. "Annual Period" means each twelve (12) month period commencing on the Release Date and each anniversary thereof.

3.5. "Profit Share" means the Contributor's entitlement of five percent (5%) of Net Profits as set out in Clause 4.

4. PROFIT SHARE ENTITLEMENT

4.1. With effect from the Release Date, the Company shall pay to the Contributor a Profit Share equal to five percent (5%) of the Net Profits of the Application for each Annual Period.

4.2. The Profit Share shall be calculated on an annual basis at the end of each Annual Period.

4.3. Payment of the Profit Share shall be made within sixty (60) days of the end of each Annual Period, accompanied by a written statement setting out the gross revenues, deductible costs, Net Profits, and the Profit Share calculation for that period.

4.4. If the Net Profits in any Annual Period are nil or negative, no Profit Share shall be payable for that period. Losses shall not carry forward to reduce the Profit Share payable in future Annual Periods.

4.5. The Contributor acknowledges that the Profit Share is contingent upon the Application generating Net Profits and that the Company makes no guarantee as to the level of revenue or profit the Application will generate.

5. ACCOUNTS AND RECORDS

5.1. The Company shall maintain accurate and complete records of all revenues and costs relating to the Application.

5.2. The Contributor shall be entitled, upon fourteen (14) days' written notice, to request a summary financial statement in respect of any Annual Period, which the Company shall provide within thirty (30) days of such request.

5.3. Any dispute as to the calculation of Net Profits shall, if not resolved between the Parties within thirty (30) days of written notice by either Party, be referred to an independent chartered accountant agreed by the Parties or, failing agreement, appointed by the President of the Institute of Chartered Accountants in England and Wales. The costs of such referral shall be borne by the Party whose position is found to be incorrect, or shared equally if neither Party is wholly correct.

6. CONTRIBUTOR'S OBLIGATIONS

6.1. The Contributor agrees to provide development services and/or contributions to the Application in good faith and to a reasonable standard of skill and care.

6.2. The Contributor shall not, during the term of this Agreement or thereafter, disclose any confidential information relating to the Application, the Company, or its business to any third party without the prior written consent of the Company.

6.3. All intellectual property created by the Contributor in connection with the Application shall vest in and be owned by the Company upon creation. The Contributor hereby assigns to the Company, with full title guarantee, all such intellectual property rights.

7. TERM AND TERMINATION

7.1. This Agreement shall commence on the date of last signature and shall continue unless and until terminated in accordance with this Clause 7.

7.2. The Company may terminate this Agreement by giving not less than ninety (90) days' written notice to the Contributor. In such event, the Contributor shall remain entitled to the Profit Share accrued up to the effective date of termination, which shall be paid in accordance with Clause 4.3.

7.3. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement that is incapable of remedy, or that has not been remedied within thirty (30) days of written notice requiring remedy.

7.4. Termination of this Agreement shall not affect any accrued rights or liabilities of either Party at the date of termination.

8. GENERAL PROVISIONS

8.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

8.2. Amendments: No amendment to this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties.

8.3. Waiver: No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.

8.4. Severability: If any provision of this Agreement is found to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.

8.5. Assignment: The Contributor may not assign, transfer, or sub-contract any of their rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement to any successor entity or acquirer of the Application.

8.6. Independent Contractor: The Contributor is an independent contractor and nothing in this Agreement shall create any employment, partnership, or agency relationship between the Parties.

8.7. Tax: Each Party shall be responsible for its own tax obligations arising from this Agreement. The Company shall be entitled to withhold any taxes required by law from payments made hereunder.

8.8. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

8.9. Notices: All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or by first-class post to the registered addresses of the respective Parties.

9. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written below their respective signatures.

ABDERRAHMAN EL AMRANI

Contributor

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Signed by Camarlo Richards
Signed On: May 5, 2026

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May 5, 2026 2:05 pm BST

PROFIT SHARE AGREEMENT Uploaded by Camarlo Richards - Camarlo@360saas.co.uk IP 188.31.71.182