This Investment Advisory Agreement (hereinafter – the “Agreement”) sets forth the terms and conditions under which WWay Corp., a legal entity duly incorporated under the laws of the Republic of Seychelles, company number 247483, with its registered office at 306 Victoria House, Victoria, Mahé, Seychelles, operating under the brand “White Way” (hereinafter referred to as the “Advisor”), provides advisory services to clients.
This Agreement shall become legally binding upon any person who accepts its terms by signing an accession agreement or by any other form of consent as provided for in such agreement.
Any individual or legal entity accepting this Agreement in the manner described above shall hereinafter be referred to as the “Client”.
The Advisor and the Client shall collectively be referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Client intends to invest part of his/her own funds in crypto assets and other instruments of the digital financial market, including decentralized finance (DeFi) solutions, through the use of trading sub-accounts on centralized exchanges, as well as non-custodial wallets and multi-signature schemes;

WHEREAS, the Advisor carries out activities in the field of investment advisory and undertakes to provide non-fiduciary and non-discretionary recommendations aimed at the development and adjustment of an investment strategy, while the Advisor does not assume any obligations for custody, management, or disposal of the Client’s assets and does not perform custodial functions;

WHEREAS, the Client provides the Advisor with initial information regarding his/her objectives, investment horizon, acceptable level of risk, operational constraints, and other parameters necessary for the preparation of an individual investment strategy;

WHEREAS, the Parties have agreed that the assets and any infrastructure accesses (including accounts, wallets, keys, and other means of authorization) shall remain under the exclusive control of the Client, all operations with the assets shall be carried out and confirmed solely by the Client, and the participation of the Advisor’s personnel in multi-signature schemes shall be limited to a co-signing function, which does not grant the ability to unilaterally initiate or complete transactions;

NOW, THEREFORE, in consideration of the foregoing and the mutual obligations and representations set forth in this Agreement, the Parties agree as follows.

DEFINITIONS

- Strategy – the Client’s individual investment strategy with respect to the use of crypto assets and DeFi instruments, prepared by the Advisor and presented to the Client in its final version.

- Investment Mandate – the investment objectives agreed upon by the Parties, the permissible classes of assets, target networks, risk limits, and the list of approved protocols, exchanges, and liquidity providers.

- Portfolio – the aggregate of the Client’s assets held in the trading sub-accounts of centralized exchanges and in non-custodial wallets designated by the Parties and used in the implementation of the Strategy.

- Capital – the average monthly value of the Portfolio for the Reporting Period, calculated taking into account Inflows and Outflows based on the time-weighted average method.

- Inflows / Outflows – the net contributions made by the Client into the Portfolio and withdrawals of funds from the Portfolio during the Reporting Period.

- Entry Fee – a predetermined, non-refundable fee paid by the Client for consulting services, including strategy development, training, and assignment of dedicated analysts;

- Success Fee - the fee calculated as a percentage of net profits generated by the Client’s Portfolio;

- Advisory Fee - the annual fee calculated as a percentage of assets under Advisory service;

- Profit and Loss (PNL) – the difference between the value of the Portfolio at the end and at the beginning of the Reporting Period, taking into account Inflows and Outflows and the rules for accounting for income from DeFi instruments available for withdrawal as of the date of Crystallization.

- Official Communication Channels – the Advisor’s corporate e-mail addresses and the agreed messenger with participant authentication; messages transmitted through such channels shall have legal effect in the manner established by the Agreement.

- Multi-Signature Wallet (Multisig) – a non-custodial wallet that requires an agreed number of signatures to execute transactions;

- Signing Session – an agreed time window for the submission and confirmation of transactions by the Client.

- Pricing Sources – official reports of centralized exchanges and data from on-chain explorers, as well as other pricing sources agreed by the Parties, used for calculating the value of assets in USD.

- Materials – the results of the Advisor’s intellectual activity provided to the Client in the course of services, including analytical materials, reports, methodologies, instructions, software tools, and other instruments, as well as the final version of the Strategy.

- Network/Exchange Fees – expenses for the execution of transactions and operations on exchanges and in blockchain networks, recorded in the reporting and borne by the Client.

- Indirect Taxes – VAT, GST, and other similar taxes payable on top of the remuneration amounts, if and when applicable.

1. SUBJECT MATTER AND NATURE OF SERVICES1.1 The Advisor shall provide the Client with investment advisory services in relation to crypto assets and related decentralized finance (DeFi) instruments, including:
a) the development of an individual investment strategy based on the information provided by the Client;

b) the preparation and provision of analytical materials, instructions, and methodological recommendations;

c) advisory services regarding the use and application of trading sub-accounts, multi-signature wallets, and other infrastructure solutions;

d) informational support in the implementation of the Strategy and the provision of reporting in accordance with the procedure established by this Agreement.
1.2 The services shall be provided exclusively in the form of recommendations and analytical explanations. This Agreement does not impose on the Advisor any obligations regarding the profitability, recoverability, or preservation of the Client’s assets.1.3 The Advisor does not have and shall not obtain the right to:
a) unilaterally initiate, confirm, or complete any transactions with the Client’s assets;

b) dispose of the Client’s assets without the Client’s prior consent;

c) act as a payment agent or intermediary in the transfer of assets.
1.4 All operations, including (but not limited to): the purchase, sale, exchange, transfer of assets, provision of liquidity, staking, farming, opening and closing of positions, as well as other actions involving the use of crypto assets, shall be carried out and confirmed exclusively by the Client. The Advisor shall not be liable for the execution or non-execution by the Client of the recommendations provided.2. ABSENCE OF TRUST MANAGEMENT AND CUSTODIAL CONTROL2.1 The Parties confirm and agree that this Agreement:
a) is not a trust management agreement, brokerage agreement, agency agreement for the execution of transactions with assets, custody agreement, or any other agreement implying the transfer to the Advisor of powers of ownership, disposal, or control over the Client’s assets;

b) does not create custodial or depository service relations and does not entail any obligations of the Advisor to ensure the safekeeping, return, or disposal of the Client’s assets;

c) does not give rise to any fiduciary duties of the Advisor with respect to the Client’s assets, other than the duties of providing advisory services expressly stipulated by this Agreement.
2.2 All assets, as well as all infrastructure accesses thereto (including exchange accounts, wallets, keys, passwords, seed phrases, multi-signature schemes, and other means of authorization) shall remain under the exclusive control of the Client.2.3 The access of the Advisor’s analysts and employees to multi-signature wallets and other means of authorization used in the course of implementing the Strategy shall be limited to the co-signing function and shall not grant the Advisor the ability to:
a) unilaterally initiate, confirm, or complete transactions;

b) modify or cancel transaction parameters without the Client’s consent;

c) dispose of the Client’s assets other than in accordance with the agreed scenarios of use.
2.4 The Client acknowledges and agrees that full responsibility for ensuring the safekeeping of keys, passwords, seed phrases, and other means of access rests with the Client, and the Advisor shall not be liable for their loss, compromise, or unauthorized use by third parties.3. MANDATE AND INVESTMENT RESTRICTIONS3.1 The Parties have agreed that the Client’s investment mandate shall include: investment objectives, permissible classes of assets, target networks, risk limits, as well as the list of approved protocols, exchanges, and liquidity providers.3.2 The specific content of the Investment Mandate shall be agreed upon and shall form an integral part of this Agreement.3.3 The use of leverage, derivatives, hedging strategies, and other instruments not provided for in the Investment Mandate is prohibited.3.4 Any deviation from the Investment Mandate shall be permitted only with the Client’s prior consent, expressed in writing through the agreed communication channels.3.5 In the event of any inconsistency between the Advisor’s oral or current recommendations and the Investment Mandate, the Investment Mandate shall prevail.4. PROCEDURE FOR THE PROVISION OF SERVICES AND SCOPE OF MATERIALS PROVIDED4.1 Within 5 business days from the date of receipt of the completed questionnaire from the Client, the Advisor shall develop and provide to the Client an individual investment strategy regarding the use of crypto assets and DeFi instruments.4.2 During the preparation of the Strategy, the Advisor shall be entitled to provide the Client with supporting materials, including but not limited to:
a) instructions on registration and creation of sub-accounts on cryptocurrency exchanges;

b) instructions on the creation and use of non-custodial wallets;

c) methodological materials and video reviews on the use of multi-signature wallets;
d) introductory materials on the basic concepts and terminology of the cryptocurrency market;

e) informational materials on security issues in the field of crypto assets and DeFi.
4.3 Upon completion of the preparation of the Strategy, the Advisor shall arrange a remote meeting (online session) with the Client, during which:
a) the Strategy shall be presented and explained to the Client;

b) the Client shall have the right to ask questions and propose reasonable adjustments;

c) the Advisor shall review such adjustments and, if agreed, incorporate them into the final version of the Strategy. The final version shall be delivered to the Client no later than 7 business days following the meeting.
4.4 Prior to the practical implementation of the Strategy, the Advisor shall conduct a technical meeting with the Client, during which:
a) the correct functioning of multi-signature wallets shall be verified through test transactions;

b) the procedure for conducting Signing Sessions shall be agreed upon, including time windows, the form of notification, and confirmation;

c) if necessary, the initial allocation of the Client’s assets into the target wallets provided for by the Strategy shall be carried out.
4.5 The ongoing implementation of the Strategy shall be carried out as follows:
a) trading operations;

b) operations in the DeFi segment, holding strategies, and high-risk strategies – through multi-signature wallets (for EVM networks) and non-custodial wallets (for non-EVM networks).

Signing Sessions shall be conducted within pre-agreed time windows. The Advisor shall prepare and deliver to the Client a draft transaction. The Client shall execute the signing and submission of the transaction.
4.6 The Advisor shall provide the Client with ongoing informational support in written and remote form, respond to the Client’s requests within a reasonable time, and prepare and deliver to the Client, at least once per month, a report on the status of the Portfolio and its changes.5. RIGHTS AND OBLIGATIONS OF THE CLIENT5.1 The Client shall:
a) independently make decisions and implement the Advisor’s recommendations, without transferring actual control over the assets to the Advisor;

b) provide the Advisor with complete, accurate, and reliable information regarding investment objectives, investment horizon, acceptable level of risk, and other parameters necessary for the development of the Strategy;
c) timely provide the Advisor with “view-only” access to exchange accounts and wallets, as well as exports and reports necessary for the calculation of remuneration and the preparation of reporting;

d) ensure the safekeeping of keys, seed phrases, passwords, means of two-factor authentication, and other access data;

e) comply with the Advisor’s security regulations and operational instructions, including requirements for the procedure of transaction signing, multi-signature sessions, and cybersecurity measures;

f) promptly notify the Advisor of any security incidents, facts of access compromise, or suspicious actions by third parties;

g) confirm the relevance of the information provided at least once per month and notify the Advisor of any changes (including personal, tax, or regulatory);

h) pay the Advisor’s remuneration in the manner and within the time limits established by Section 8 of this Agreement and the Fee Agreement.
5.2 The Client shall have the right to:
a) receive from the Advisor recommendations, materials, and reporting in the scope provided for by this Agreement;

b) request from the Advisor clarifications of the provisions of the Strategy and the reporting;

c) propose reasonable adjustments to the Strategy and the Mandate in the manner established by this Agreement;

d) terminate this Agreement in the manner and on the conditions provided herein.
6. RIGHTS AND OBLIGATIONS OF THE ADVISOR6.1 The Advisor shall:
a) prepare the individual Strategy, recommendations, and reporting within the agreed timeframes, diligently, professionally, and using up-to-date analytical data;

b) provide the Client with materials and explanations in the scope necessary for the implementation of the Strategy;

c) inform the Client of material changes in market conditions, identified risks, and the need to adjust the Strategy;

d) maintain confidentiality with respect to the Client’s information in accordance with the procedure established by this Agreement;

e) ensure the proper quality and completeness of analytical materials and methodological instructions;

f) document the recommendations and reporting prepared and record their delivery to the Client through the agreed communication channels.
6.2 The Advisor shall not have the right to:
a) unilaterally initiate, confirm, or complete transactions with the Client’s assets;

b) act as a custodian, broker, dealer, payment agent, or trustee of the Client’s assets;

c) guarantee the achievement of investment results or the preservation of the Client’s assets;

d) assume the Client’s tax, accounting, or reporting obligations, except where expressly provided for in this Agreement.
6.3 The Advisor shall have the right to:
a) calculate and receive remuneration in the manner and within the time limits established by this Agreement and the Fee Agreement;;

b) decline to take into account the Client’s proposals or adjustments if they contradict the Investment Mandate, create an excessive level of risk, or go beyond the scope of the agreed services;

c) suspend the provision of services in the event of the Client’s breach of this Agreement, including provisions on compliance with KYC/AML, payment of remuneration, and fulfillment of security obligations;

d) engage employees, contractors, or other specialists for the performance of its obligations, while remaining responsible to the Client for the final result of the services.
7. TERM OF SERVICES7.1 This Agreement shall enter into force on the date the Client signs the accession agreement and shall remain in effect for a period of one (1) year.7.2 If neither Party delivers written notice of its intention to terminate this Agreement no later than 30 calendar days prior to the expiration of its term, the Agreement shall automatically be extended for the following year under the same conditions.7.3 In the event of an extension, the Advisor shall be entitled to propose amendments to the remuneration terms and/or other provisions of the Agreement by delivering a draft of such amendments to the Client no later than 45 calendar days prior to the expiration of the current term. In the event of the Client’s disagreement, the Agreement shall terminate upon the expiration of the original term.7.4 The termination or extension of this Agreement shall not release the Parties from the performance of obligations arising prior to the date of termination, including obligations related to the payment of the Advisor’s remuneration under this Agreement and the Fee Agreement.8. REMUNERATION AND PAYMENT PROCEDURE

8.1 The Client shall pay a predetermined, non-refundable Entry Fee for the Services. The Entry Fee covers, without limitation, Portfolio analysis, development of personalized investment strategies, guidance on DeFi infrastructure, assignment of dedicated advisors, reporting, and educational training. The specific amounts and payment terms are specified in Annex 1 (Fee Agreement), which forms an integral part of this Agreement.8.2 In addition to the Entry Fee, the Client shall be obliged to pay:8.2.1 Success Fee - a percentage of profits generated from investments executed based on the Company’s advisory services, with the exact rate flexible and dependent on portfolio size, risk profile, and scope of services;8.2.2 Advisory Fee - a fee based on assets under advisory, typically assessed annually, payable after the first 12 months if the agreement is extended.The specific amounts and payment terms are specified in Annex 1 (Fee Agreement).8.3 All fees, including Entry Fee, Success Fee, and Advisory Fee, are non-refundable once the Service has been rendered or initiated. By paying any fee, the Client acknowledges that the Services have been provided in full accordance with these Terms.8.4 Any additional services requested by the Client beyond the agreed scope may be subject to separate fees, which shall be mutually agreed in writing prior to provision.8.5 Payment of the Entry Fee constitutes confirmation that the Client has received access to the Services and acknowledges the commencement of consulting, advisory support, and educational materials.8.6 The Company reserves the right to adjust the structure and rates of any fees in the future. Any changes will be communicated to the Client in writing and shall apply only to future advisory services, subject to mutual agreement.9. VALUATION, ACCOUNTING AND REPORTING9.1 The value of the Portfolio shall be calculated in United States dollars as of 23:59:59 UTC on the last day of each Reporting Period for the purposes of remuneration calculation and payment. For the conversion of assets denominated in other currencies, the exchange rate of the relevant exchange or a pricing aggregator agreed upon by the Parties shall apply.9.2 Income derived from liquidity pools, staking, farming, and other similar instruments shall be included in the Profit and Loss (PNL) to the extent of rewards accrued and available for withdrawal as of the date of Result Fixation.9.3 The Reporting Period shall cover a period of three (3) calendar months or, if earlier, the date on which the Portfolio achieves a cumulative net profit of forty percent (40%) calculated from the Portfolio value at the beginning of the applicable Reporting Period and adjusted for any capital inflows or outflows during such period.
- If, as of the end of the Reporting Period, no profit has been generated (PNL ≤ 0), the Advisor shall prepare and deliver to the Client a brief report confirming the current status of the Portfolio and, if necessary, relevant comments, no later than five (5) business days after the end of the Reporting Period.

- If profit has been generated (PNL > 0), the Advisor shall perform the Result Fixation and deliver to the Client a detailed calculation of the Success Fee and Portfolio performance within five (5) business days from the end of the Reporting Period.
9.4 The Client shall pay the accrued Success Fee within 2 (two) business days from the date of receipt of the report from the Advisor.9.5 In the event of discrepancies in the data, priority shall be given to the official reports of exchanges and on-chain explorers. Pending reconciliation, the Client shall remain obliged to pay the undisputed portion of the remuneration.10. LIMITATION OF LIABILITY10.1 The Advisor shall not be liable for market risk, volatility of crypto asset prices, impermanent loss in liquidity pools, actions and risks of third parties (including but not limited to: exchanges, payment systems, infrastructure providers, decentralized protocols), technological failures (hacks, bugs, smart contract vulnerabilities, network forks, transaction freezes), disruptions in blockchain networks, transaction confirmation delays, as well as regulatory changes affecting the availability of assets or services.10.2 The Advisor provides services solely in the form of consultations and analytical recommendations and does not assume any obligations regarding the custody, management, or control of the Client’s assets. The Advisor does not guarantee the achievement of investment objectives, the receipt of profit, or the preservation of the Client’s assets.10.3 The Advisor shall not be responsible for any decisions, actions, or omissions made by the Client based on the recommendations provided, nor for the results of implementing such decisions. The Client acknowledges that they act independently and bear full responsibility for the use of recommendations and for all transactions executed.11. RISK DISCLOSURE11.1 The Client acknowledges and understands that transactions involving crypto assets and DeFi instruments are associated with a high degree of risk, including but not limited to: the possibility of total or partial loss of investments, high volatility, liquidity risks, technological failures, smart contract vulnerabilities, hacks, network forks, censorship or delay of transactions, blocking or freezing of assets, as well as regulatory changes that may affect the availability of services or the legal status of assets.11.2 The Client confirms that he/she possesses sufficient qualification, experience, and understanding of the specifics of the digital asset market necessary for making independent investment decisions, and assumes all consequences of the execution or non-execution of the Advisor’s recommendations.11.3 The Client assumes all tax, currency, and other obligations related to the ownership and circulation of crypto assets and agrees that the Advisor shall not be responsible for the calculation or payment of such obligations.11.4 The Client acknowledges being aware of the risk of the absence of guaranteed income and agrees that the Advisor does not guarantee preservation of capital or receipt of profit.11.5 The Client confirms that they act as an independent investor and acknowledges that the Advisor does not verify or assess the Client’s qualification, investment experience, or financial sophistication. The services provided are of a general analytical and educational nature and do not constitute individualized investment advice. The Client assumes full responsibility for ensuring that participation in the Service is suitable for their experience, knowledge, and financial capacity.12. COMPLIANCE AND KYC/AML12.1 The Parties shall comply with applicable legal and regulatory requirements regarding Know Your Customer (KYC) procedures, Anti-Money Laundering (AML), Countering the Financing of Terrorism (CFT), as well as international and national sanctions regimes.12.2 The Client shall provide the Advisor, upon request, with documents and information necessary for internal compliance purposes and shall update them in a timely manner in case of any changes.12.3 The Advisor shall have the right to suspend the provision of services and/or unilaterally terminate this Agreement upon identifying the following circumstances:
a) the Client’s use of false or fraudulent documents;

b) the Client’s refusal to provide the required information or documents within a reasonable time;

c) indications of the Client’s involvement in activities contrary to AML/CFT requirements.
12.4 The Advisor shall not be liable for any losses of the Client arising from the suspension or termination of services on the grounds specified in paragraph 3 of this Section.13. CONFLICT OF INTEREST13.1 The Advisor shall maintain internal procedures for identifying and preventing conflicts of interest. In the event of circumstances that may affect the objectivity of the recommendations provided, the Advisor shall promptly inform the Client thereof.13.2 In the event of a conflict of interest, the Advisor shall act in good faith and within the scope of this Agreement, ensuring the priority of the Client’s interests, unless otherwise expressly agreed by the Parties in writing.13.3 The Advisor shall have the right to provide similar services to other clients, including services based on similar strategies or instruments, provided that confidentiality is maintained and the Client’s information is not used in the interests of third parties.13.4 The existence of other clients and strategies of the Advisor shall not in itself be considered a conflict of interest and shall not limit the Advisor’s right to provide services to other persons.14. CONFIDENTIALITY14.1 The Parties undertake to keep confidential and not disclose to third parties any non-public information obtained in the course of performance of this Agreement, including but not limited to: the investment strategy, protocol parameters and settings, wallet addresses and access thereto, internal methodologies and analytical materials, reports and calculations, as well as information relating to the business and personal matters of the Parties.14.2 The obligation of confidentiality shall extend to both oral and written information, regardless of the form of its transmission.14.3 Disclosure shall be permitted only in the following cases:
a) when required by law, mandatory order of a governmental authority, or a court decision;

b) when such disclosure has been previously approved in writing by the Party to whom the information belongs;

c) when disclosure is necessary for the Advisor to fulfill its AML/KYC obligations, as well as in interactions with banks, payment systems, and other counterparties involved in the provision of services under this Agreement.
14.4 A Party that discloses confidential information in breach of this Section shall compensate the other Party for losses caused by such disclosure.14.5 The obligation of confidentiality shall survive for a period of 5 years following the termination of this Agreement.15. INTELLECTUAL PROPERTY15.1 All rights to the results of intellectual activity created and/or provided by the Advisor under this Agreement, including analytical materials, reports, strategies, methodologies, software tools, instructions, and other documents (hereinafter – the “Materials”), shall belong to the Advisor.15.2 The Client shall receive a limited, non-exclusive, non-transferable license to use the Materials solely for its own purposes and exclusively during the term of this Agreement.15.3 The Client shall not transfer the Materials to third parties, copy, publish, distribute, or use them for commercial purposes without the Advisor’s prior written consent.15.4 Upon the expiration or termination of this Agreement, the Client shall cease using the Materials and delete all copies thereof, except for those required to maintain accounting, tax, or other mandatory records.15.5 Breach of this Section shall be deemed a material breach of this Agreement and shall entitle the Advisor to early termination thereof as well as to claim damages and/or compensation.

15.6 In case of breach of this Section by the Client, the Advisor shall be entitled to claim from the Client:
a) liquidated damages in the amount of USD 1,000 for each proven breach, without prejudice to the Advisor’s right to claim compensation for actual damages exceeding such amount;

b) reimbursement of all reasonable legal, compliance, and enforcement costs incurred in connection with the protection of the Advisor’s intellectual property rights.
15.7 The Client’s obligations under this Section shall survive the expiration or termination of this Agreement.16. COMMUNICATIONS AND VERIFICATION OF INSTRUCTIONS16.1 The Parties recognize the Advisor’s corporate e-mail addresses and the agreed messenger, subject to mandatory participant authentication, as the Official Communication Channels. Other communication channels shall not be deemed official unless their use is agreed by the Parties in writing.16.2 All instructions, orders, and approvals sent through the Official Communication Channels shall have legal force only after being confirmed in the manner established by this Agreement.16.3 Actions performed in multi-signature wallets shall be subject to mandatory confirmation by the Client through an electronic signature within the framework of an agreed Signing Session. Such confirmation shall constitute the sole sufficient evidence of the Client’s consent to the execution of the respective transaction.16.4 In case of doubt as to the authenticity of an instruction, the Advisor shall have the right to request additional confirmation from the Client, including by means of videoconference or multi-factor authentication.17. FORCE MAJEURE17.1 The Parties shall be released from liability for full or partial non-performance of obligations under this Agreement if such non-performance results from circumstances of force majeure, including but not limited to: large-scale network failures, protocol-level blockages, regulatory prohibitions, sanctions, cyberattacks, massive infrastructure failures, data center outages, natural disasters, military actions, and other extraordinary events beyond the reasonable control of the Parties.17.2 A Party affected by force majeure shall notify the other Party within a reasonable time after the occurrence of such circumstances and shall take all possible measures to minimize the consequences.17.3 The performance of obligations falling due during the period of force majeure shall be suspended for the duration of such circumstances.

17.4 If the force majeure continues for more than 60 consecutive calendar days, either Party shall have the right to terminate this Agreement by providing written notice thereof to the other Party.18. SUSPENSION AND TERMINATION OF THE AGREEMENT18.1 The Advisor shall have the right to immediately suspend the provision of services in the event of the Client’s breach of this Agreement.18.2 The Client shall have the right to unilaterally terminate this Agreement by providing the Advisor with at least 30 calendar days’ prior notice of the intended termination date.18.3 The Advisor shall have the right to unilaterally terminate this Agreement by providing the Client with at least 30 calendar days’ prior notice, except in cases of material or repeated breach of this Agreement by the Client, where termination may take place immediately.18.4 In the event of termination of the Agreement, the Advisor shall deliver to the Client a final report and a calculation of the Success Fee as of the termination date. The Client shall pay all amounts due within five (5) business days from the date of receipt of such calculation.18.5 Termination or suspension of the Agreement shall not release the Parties from the performance of obligations arising prior to the termination date, including obligations regarding the payment of remuneration and the observance of confidentiality.19. GOVERNING LAW AND DISPUTE RESOLUTION19.1 This Agreement shall be governed by and construed in accordance with the laws of the Seychelles.19.2 All disputes, disagreements, or claims arising out of or in connection with this Agreement shall be resolved through negotiations between the Parties.19.3 If a dispute cannot be settled through negotiations within 30 (thirty) calendar days from the date of receipt of a written notice of such dispute, it shall be submitted to the exclusive jurisdiction of the competent courts of the Republic of Seychelles.19.4 The Parties expressly agree that the courts of the Republic of Seychelles shall have exclusive jurisdiction over any dispute, claim, or controversy arising out of or relating to this Agreement, and the Parties irrevocably waive any objection based on forum non conveniens or similar grounds.20. MISCELLANEOUS20.1 Any amendments or additions to this Agreement shall be valid only if made in writing and signed by both Parties, or executed through a written amendment signed by the Advisor and accepted by the Client in writing.20.2 This Agreement may be executed by the Parties either in paper form or in electronic form, including through the use of electronic document platforms (DocuSign or similar services), and such signatures shall be deemed equivalent to handwritten signatures.20.3 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of the remaining provisions. The Parties shall in good faith replace any invalid provision with a new one that is as close in meaning as possible to the original.20.4 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any prior oral or written agreements, correspondence, or discussions relating thereto.20.5 Section headings are included for convenience only and shall not affect the interpretation of the terms of this Agreement.20.6 Annexes. The following annexes form an integral part of this Agreement:a) Annex 1 – Fee Agreement (individual fee schedule applicable to the Client).b) Annex 2 – List of incorporated documents (including Terms of Service, Privacy Policy, Risk Disclosure Statement, Anti-Money Laundering and Counter-Terrorist Financing Policy, and any other applicable policies of the Company).20.7 Incorporation by reference. By signing accession agreement, the Client confirms that he/she has carefully reviewed, understood, and agrees to be bound by the documents listed in Annex 2. The Parties acknowledge that the documents listed in Annex 2 are incorporated into this Agreement by reference and form its integral part. The Client further acknowledges that electronic versions of such documents, accessible via the hyperlinks indicated in Annex 2, have full legal force equivalent to signed paper originals.

ANNEX 1 – FEE AGREEMENT

This Fee Agreement (hereinafter – the “Agreement”) sets forth the fee structure and payment terms applicable to advisory services provided by WWay Corp., a legal entity duly incorporated under the laws of the Republic of Seychelles, company number 247483, with its registered office at 306 Victoria House, Victoria, Mahé, Seychelles, operating under the brand “White Way” (hereinafter referred to as the “Company”).
This Agreement shall become legally binding upon any person who accepts its terms by signing an accession agreement thereto.
Any individual or legal entity accepting this Agreement in the manner described above shall hereinafter be referred to as the “Client”.
The Company and the Client shall collectively be referred to as the “Parties” and individually as a “Party”.
RECITAL
This Fee Agreement constitutes an integral part of the Investment Advisory Agreement and becomes effective upon the Client’s execution of the accession agreement. All provisions of the Investment Advisory Agreement shall apply to this Fee Agreement mutatis mutandis, unless otherwise expressly stated herein. In the event of any inconsistency between this Fee Agreement and the Investment Advisory Agreement, the latter shall prevail, except with respect to fee-related terms expressly regulated by this Agreement.
1. DEFINITIONS

- Entry Fee – a predetermined, non-refundable fee paid by the Client for consulting services, including strategy development, training, and assignment of dedicated analysts;

- Success Fee - the fee calculated as a percentage of net profits generated by the Client’s Portfolio;

- Advisory Fee - the annual fee calculated as a percentage of assets under Advisory service;

- Net Profit – the positive difference, if any, between the value of the Capital at the end of a Reporting Period and the value of the Capital at the beginning of such Reporting Period, after accounting for Inflows, Outflows, realized gains and losses, and transaction costs.

- Capital – the aggregate value of all Digital Assets contributed by the Client and subject to this Agreement, as adjusted for any inflows or outflows during the term hereof. Capital shall be calculated on a fair market value basis, denominated in United States Dollars (USD) unless otherwise agreed in writing.

- Reporting Period – a period of three (3) calendar months or, if earlier, the date on which the portfolio achieves a cumulative net profit of forty percent (40%), calculated from the portfolio value at the beginning of the applicable Reporting Period and adjusted for any capital contributions or withdrawals during such period, for the purposes of reporting and Success Fee calculation.

- Initial Contribution – the aggregate amount of Digital Assets first transferred by the Client into the designated Wallet(s) for the purpose of this Agreement.

- Digital Assets – cryptocurrencies, stablecoins, tokens, or any other blockchain-based assets that may be contributed as Capital under this Agreement, including but not limited to Bitcoin (BTC), Ethereum (ETH), Tether (USDT), and USD Coin (USDC).

- Wallet – a digital storage solution, whether custodial or non-custodial, capable of storing, receiving, and transferring Digital Assets, and designated by the Company for the purpose of executing this Agreement.

- Effective Date – the date on which the Client signs the accession agreement and transfers the Initial Contribution.

- Business Day – any day other than a Saturday, Sunday, or official public holiday in the Republic of Seychelles.
21. FEE STRUCTURE21.1 Entry Fee. The Client shall pay a one-time, non-refundable Entry Fee upon the Effective Date, calculated as three percent (3%) of the Initial Contribution (the “Entry Amount”), and not less than USD 10,000 (or the equivalent value in Digital Assets at the time of transfer). The Entry Fee compensates onboarding and commencement of services and shall be paid to Wallet details specified by the Parties in the Agreement.21.2 Success Fee. For each Reporting Period with positive Net Profit, the Client shall pay a Success Fee calculated as a percentage of Net Profit attributable to the Capital for that Reporting Period. The applicable percentage is tiered as follows:
a) thirty percent (30%) where Capital is equal to or greater than USD 100,000 and less than USD 500,000;
b) twenty-five percent (25%) where Capital is equal to or greater than USD 500,000 and less than USD 1,000,000;
c) twenty percent (20%) where Capital is equal to or greater than USD 1,000,000.
21.3 The tier is determined as of the first day of the applicable Reporting Period. The Success Fee crystallizes at period end; no Success Fee is due if Net Profit ≤ 0. Entry Fee and the Advisory Fee shall not reduce Net Profit for Success Fee purposes. Payment shall be made to Wallet details specified by the Parties in the Agreement.21.4 Advisory Fee. The Client shall pay an annual Advisory Fee equal to one and one-half percent (1.5%) of the Capital for which advisory services are provided, calculated on the basis of assets under advisory for fee purposes. Unless otherwise agreed in writing, the calculation shall use the value of the Capital as of the day immediately preceding such renewal or extension, and payment shall be made to Wallet details specified by the Parties in this Agreement. The Advisory Fee shall not be prorated or refunded in the event of early termination.21.5 Minimum Capital Requirement. The Client shall maintain minimum Capital of USD 100,000 (or the equivalent value in Digital Assets). If, other than due to temporary market movements, Capital remains below this threshold for a sustained period, the Company may suspend services or terminate this Agreement. Fees accrued prior to suspension or termination remain payable.21.6 Valuation and Currency. All fees are denominated in United States Dollars (USD). Where fees are settled in Digital Assets, their USD value shall be determined at fair market value at 23:59 UTC on the applicable date using reasonable market data from reputable exchanges or data providers; if a source is unavailable or manifestly erroneous, the Company may rely on an alternative source or a commercially reasonable methodology. Payments shall be made exclusively in USDT or USDC, unless otherwise agreed in writing, to the Wallet details provided by the Company.21.7 Adjustments. Percentages, thresholds, and minimums may be modified only by written agreement of the Parties and, unless expressly stated otherwise, apply prospectively beginning with the next Reporting Period. Any modification to fees shall not affect amounts accrued prior to the effective date of such modification.22. PAYMENT TERMS22.1 General. All fees under this Agreement are denominated in United States Dollars (USD) and, where settled in Digital Assets, shall be valued and converted at their fair market value as of 23:59 UTC on the applicable date, based on pricing data from reputable exchanges or commercially reasonable market sources. If the primary pricing source is unavailable or produces manifestly erroneous data, the Company may use an alternative source or methodology acting reasonably and in good faith. 22.2 Entry Fee. The Entry Fee shall become due and payable immediately upon the signing of the Investment Advisory Agreement by both Parties. The payment shall be made promptly after execution, and in any case prior to the commencement of the Company’s services. If the Entry Fee is not received within the specified timeframe, the Company reserves the right to postpone or suspend the start of services under both this Fee Agreement and the Investment Advisory Agreement until full payment is received, without incurring any liability for such delay.22.3 Success Fee. The Success Fee for a given Reporting Period becomes due upon crystallization at the end of such Reporting Period. The Company shall issue a statement setting out the calculation of Net Profit and the resulting Success Fee; unless the Client provides a written, reasoned objection within 1-2 days of delivery, the statement shall be deemed accepted. The Success Fee shall be paid within 2 days after acceptance or resolution of any objection.22.4 Advisory Fee. The Advisory Fee is assessed once every twelve (12) months from the Effective Date.22.5 Method of Payment. Fees shall be paid in USDT or USDC by on-chain transfer to the designated Wallet, or in USD by bank transfer if expressly permitted by the Company. Blockchain network fees, exchange fees, and other third-party charges are borne by the Client and do not reduce the amount owed.22.6 Receipt and Confirmation. Payment in Digital Assets is deemed received once the transaction has achieved the required number of on-chain confirmations and the transferred amount appears in the Company’s Wallet.22.7 Shortfalls and Overpayments. If deductions, network fees, slippage cause a shortfall, the Client remains liable for the difference. Any overpayment may be credited against future amounts due or refunded, at the Company’s reasonable discretion.22.8 No Set-Off. The Client shall pay all amounts due without set-off, deduction, or counterclaim, except to the extent such set-off, deduction, or counterclaim is mandated by applicable law.22.9 Taxes and Withholding. Amounts payable are exclusive of taxes. The Client is responsible for all applicable taxes (other than taxes on the Company’s net income). If withholding is required by law, the Client shall gross-up the payment so that the Company receives the amount it would have received absent such withholding.22.10 Relation to Main Agreement. For the avoidance of doubt, this section supplements, and shall be interpreted consistently with, the Investment Advisory Agreement. In the event of any discrepancy, the provisions of the Investment Advisory Agreement shall prevail, except with respect to fee-specific terms expressly governed by this Fee Agreement.23. REPORTING AND CALCULATION23.1 Reporting Schedule. Reporting Period shall be determined in accordance with the definition set forth above and shall occur upon the earlier of: (i) the expiration of three (3) calendar months; or (ii) the Portfolio achieving a cumulative net profit of forty percent (40%). At the end of each Reporting Period, the Company shall review the Client’s results and prepare a written statement. If no profit is recorded for the Reporting Period, the Company shall provide an informational report to the Client confirming the outcome. If profit is recorded, the Company shall calculate the Success Fee and deliver the corresponding calculation to the Client.23.2 Net Profit Methodology. Net Profit for a Reporting Period shall be determined as the value of the Capital at the end of such Reporting Period minus the value of the Capital at the beginning of the Reporting Period, adjusted to add back Outflows and subtract Inflows, and including both realized and unrealized gains and losses and transaction costs. The Advisory Fee shall not reduce Net Profit for purposes of calculating the Success Fee. Valuation of Digital Assets at the beginning and end of each Reporting Period shall be based on their fair market value as of 23:59 UTC, determined from reputable exchanges or other commercially reasonable sources, and applied consistently.23.3 Errors and Corrections. If a Statement contains a manifest error, the Company shall promptly issue a corrected Statement. Any underpayment or overpayment shall be adjusted accordingly within a reasonable time after issuance of the corrected Statement, together with any applicable late charges for amounts previously due and unpaid.23.4 Methodology Consistency and Changes. The Company shall apply the valuation and calculation methodologies consistently across Reporting Periods. Any change to methodologies that could materially affect the determination of Net Profit or the calculation of fees shall be communicated in writing and, unless expressly agreed otherwise, shall apply only prospectively to subsequent Reporting Periods.23.5 Survival and Finality. The obligations contained in this section shall survive termination of this Agreement to the extent necessary to finalize any outstanding Statement and related fees. Subject to the objection and correction process set forth herein, a Statement that is not timely contested shall be deemed final and conclusive between the Parties.24. AMENDMENTS TO FEES24.1 Written Form Required. Any change to the Entry Fee, Success Fee, Advisory Fee, related percentages, thresholds, minimums, tiers, calculation methodologies, timing of accrual or payment, or any other economic term concerning fees (collectively, “Fee Terms”) shall be effective only if set out in writing and executed by both Parties (a “Fee Amendment”). Email exchanges or oral statements shall not amend the Fee Terms unless expressly confirmed in a duly executed Fee Amendment. Electronic signatures are acceptable.24.2 Scope of Amendments. A Fee Amendment may adjust fee rates, tier breakpoints tied to Capital, minimum amounts, Reporting Period application, valuation references for fee purposes, permitted payment currencies in Digital Assets, or other elements directly affecting the computation or settlement of fees. Unless expressly stated, a Fee Amendment shall not alter the Parties’ rights or obligations unrelated to fees.24.3 Effective Date; Prospective Application. Unless expressly agreed otherwise in the Fee Amendment:
a) amendments to the Success Fee apply prospectively beginning with the next Reporting Period;
b) amendments to the Advisory Fee apply to the next twelve (12) month cycle measured from the Effective Date (or the next renewal/extension, as applicable);
c) amendments to the Entry Fee apply only to future Initial Contributions or increases thereto. No Fee Amendment shall apply retroactively to amounts accrued or periods closed prior to its effective date, except where the Parties explicitly and lawfully agree otherwise
24.4 No Oral Modifications; Consistency with Main Agreement. No oral communications, informal understandings, or exchanges (including email correspondence) shall amend the Fee Terms unless formally confirmed by a duly executed written Fee Amendment. In the event of any conflict between the terms of this Fee Agreement and the Investment Advisory Agreement, the latter shall prevail, except for specific fee-related terms explicitly governed herein.25. TERM AND TERMINATION25.1 Term and Renewal. This Fee Agreement shall commence on the Effective Date of the Investment Advisory Agreement and remain in force for as long as the Investment Advisory Agreement is valid, unless terminated earlier in accordance with its provisions or as expressly stated herein. If the Investment Advisory Agreement is renewed or extended, this Fee Agreement shall automatically renew on the same terms and conditions unless the Parties agree otherwise in writing.25.2 Non-Renewal. Either Party may elect not to renew this Fee Agreement by providing written notice at least thirty (30) Business Days before the expiration of the current term of the Investment Advisory Agreement. Non-renewal shall not affect the obligation to pay any fees or amounts accrued prior to the end of the applicable term.25.3 Termination for Cause. This Fee Agreement shall terminate automatically upon termination of the Investment Advisory Agreement. Additionally, the Company may terminate this Fee Agreement immediately upon written notice if:a) the Client fails to pay any undisputed amount when due and does not cure such failure within five (5) Business Days after written notice;b) the Client materially breaches this Fee Agreement and does not cure such breach within ten (10) Business Days after written notice;c) the Capital falls below the minimum threshold established under the main Agreement and remains below it beyond any applicable cure period;d) the Company reasonably determines that a payment or activity is unlawful, violates sanctions, or fails compliance checks;e) the Client becomes insolvent, subject to bankruptcy or similar proceedings; orf) a change in law or regulation renders continued performance unlawful or commercially impracticable.The Client may terminate this Fee Agreement immediately upon a material breach by the Company, subject to ten (10) Business Days’ written notice.25.4 Effect of Termination; Final Calculation. Upon any termination or non-renewal:
a) the Company shall prepare a final Statement for the period ending on the effective date of termination (the “Stub Period”);
b) Net Profit for the Stub Period shall be calculated in the same manner as set out in the Reporting and Calculation provisions of this Agreement and any Success Fee due for the Stub Period shall crystallize as of that date;
c) all accrued and outstanding amounts, including any unpaid Entry Fee and any crystallized Success Fee, shall become immediately due and payable;
d) Advisory Fee shall be payable unless a Renewal Term commences.
The process for objections, corrections, and final settlement of the Statement shall follow the same principles set forth in the Reporting and Calculation provisions of this Agreement.
25.5 Survival. The provisions of this Fee Agreement relating to Definitions, Fee Structure, Payment Terms, Reporting and Calculation, Amendments to Fees, Termination, Governing Law and Dispute Resolution, and Miscellaneous shall survive termination or non-renewal, to the extent necessary to complete any outstanding calculations or payments, and shall be interpreted consistently with the Investment Advisory Agreement.26. GOVERNING LAW AND DISPUTE RESOLUTION26.1 Reference to the Main Agreement. All matters concerning governing law, dispute resolution, and jurisdiction shall be governed by the provisions of Section 19 of the Investment Advisory Agreement, which are incorporated herein by reference and shall apply mutatis mutandis to this Fee Agreement.26.2 Independent Enforcement. For the avoidance of doubt, any dispute, claim, or disagreement arising specifically under this Fee Agreement, including but not limited to matters relating to calculation, payment, or adjustment of fees, shall be resolved in accordance with the same governing law and jurisdiction as provided in the Investment Advisory Agreement — i.e., under the laws of the Republic of Seychelles and before the competent courts thereof.27. MISCELLANEOUS27.1 Relationship to Main Agreement. This Fee Agreement constitutes an integral part of the Investment Advisory Agreement and shall be interpreted and applied in conjunction with it. In the event of any inconsistency, the provisions of the Investment Advisory Agreement shall prevail, except where this Agreement expressly regulates fee-related matters.27.2 Entire Agreement. This Fee Agreement, together with the Investment Advisory Agreement and any duly executed annexes or amendments, constitutes the entire understanding between the Parties concerning the calculation, payment, and adjustment of fees, and supersedes any prior discussions or communications related to such matters.27.3 Notices. All notices, requests, and communications under this Agreement shall be governed by the same rules and procedures set forth in Section [insert number] (“Notices”) of the Investment Advisory Agreement, unless otherwise expressly agreed in writing.For convenience, the Parties confirm the following email addresses for correspondence under this Agreement:

- If to the Company: support@whiteway.ai- If to the Client: the email specified in the accession agreement.27.4 Assignment, Severability, and Force Majeure. The provisions of the Investment Advisory Agreement governing assignment, severability, and force majeure shall apply to this Fee Agreement mutatis mutandis.27.5 Independent Contractor Status. The Parties acknowledge that their relationship remains one of independent contractors, as defined in the Investment Advisory Agreement. Nothing in this Fee Agreement shall be construed as creating a partnership, joint venture, fiduciary duty, or agency relationship.27.6 Counterparts and Electronic Signatures. This Fee Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered electronically, including through DocuSign or similar e-signature platforms, shall have full legal force and effect equivalent to handwritten signatures.




ANNEX 2 – LIST OF INCORPORATED DOCUMENTS


The following documents are incorporated into and form an integral part of the Investment Advisory Agreement. By signing the accession agreement, the Client confirms that he/she has reviewed, understood, and agrees to be bound by the terms of each document listed below.

All documents are provided electronically and accessible via hyperlinks (to be inserted by the Company). Electronic versions shall have full legal force equivalent to signed originals.

1. Terms of Service

URL: https://whiteway.ai/term-of-service

2. Risk Disclosure Statement

URL: https://whiteway.ai/risk-disclosure

3. Anti-Money Laundering and Counter-Terrorist Financing Policy (AML/CTF Policy)

URL: https://whiteway.ai/anti-money-laundering

4. Mutual Non-Disclosure Agreement

URL: https://whiteway.ai/mutualnon-disclosureagreement