Limited Brokerage Services Agreement

By executing this Limited Brokerage Services Agreement, I ("I," "me," "my" "you" or "your" refer to the individual or entity executing this agreement). I understand, agree, and accept the terms and conditions of this Limited Brokerage Services Agreement ("Agreement"), as amended by us from time to time. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. HelmShare (operated by Drifter Apps Unipessoal Limited) and its affiliates, owners, officers, directors, shareholders, employees, associated persons, registered representatives, agents, consultants, attorneys, accountants, and other representatives of any of them ("Affiliate(s)"), (together, "HelmShare" "we" or "us") operates certain aspects of the HelmShare website(s) located at helmshare.yachts and related applications, including mobile applications and websites, and any content therein (together with any replacement, successor or additional domain, URL, or application designated by us from time to time, the "Platform") and provides limited brokerage services in connection with executing Products available on the Platform ("Brokerage Service"). I acknowledge and agree that my relationship with HelmShare and use of the Brokerage Service will also be expressly governed by any additional policies and agreements of HelmShare, and any changes or amendments to such agreements made from time to time, including the following: Terms of Use, Client Relationship Summary, HelmShare Privacy Policy, and HelmShare Data Security and Responsible Disclosure Policy. I accept and agree to the terms and conditions of each of the foregoing agreements and policies, as well as any other of HelmShare's online agreements policies, which are each incorporated herein by reference. I agree that my execution or acceptance of this Agreement and any of the foregoing agreements or policies are written contracts and binding on me.

I understand and agree that I shall ensure, and I am solely responsible for ensuring, that my use of the Brokerage Service, the Platform, my entering into any securities transaction in connection therewith, and more generally my relationship with HelmShare, shall comply with this Agreement and any other agreements and policies incorporated herein by reference, all HelmShare's policies, and all applicable laws, rules and regulations, including without limitation EU regulations such as MiFID II, GDPR, and applicable local laws in the European Union and MENA regions; the applicable laws of any foreign government authority; and any other laws or regulations applicable to your use of the Platform or the Brokerage Service ("Applicable Law"). HelmShare has no obligation to ensure any such compliance prior to such use.

HelmShare acts as a distributor to Issuers in connection with Issuer's primary offerings of select private securities offerings. Private Offerings include offerings by both affiliated and unaffiliated Issuers, including of private funds. I acknowledge that the Brokerage Service is limited to Products. I understand that HelmShare does not offer all types of securities products. I agree that the posting of Products on the Platform will not be construed as, and is not, a recommendation, endorsement, or affirmation that the Product is suitable for me. I understand that other security products or brokerage services may be more suitable for me than the Products we offer or the Brokerage Service we provide. I acknowledge that HelmShare does not hold custody of investor assets, investor funds, or securities, and does not accept any discretionary authority. HelmShare does not control any of the funds or securities in connection with any Product. I understand and agree that HelmShare does not, nor does it commit to, provide me with any ongoing monitoring of my investments or securities, whether in a Product or otherwise, and including in connection with any automatic investment or reinvestment arrangements or dividend reinvestment programs you may enter into with Issuers. An affiliate of HelmShare will provide certain ongoing software, technology, and administrative and other services to the Issuers of Products (the "Administration Solution"); however, I understand that these services are provided to Issuers, not to me, and it is my sole responsibility to monitor my investments.

I acknowledge and agree that I, either as an individual or a corporation, partnership, limited liability company, estate, or trust ("Entity"), am acting as a self-directed investor and the ultimate decisions to buy, sell, or hold any investment or to follow any strategy rests solely with me. I understand and agree that I am solely responsible for making an independent determination as to the suitability of any Product and/or whether such Product is appropriate for me or in my best interest in light of, among other things, my stated objectives and my personal financial situation. I will not seek, accept, or rely on any Advice from HelmShare, or any communication that could be construed as such, in deciding to invest in any Product. I agree that I am responsible for making my own investment decisions and I am responsible for the ultimate decision regarding the purchase or sale of any Product or other security. I understand that I am strongly encouraged to consult with professional tax, legal, and financial advisors before making any investment.

I acknowledge that only qualified investors as defined under applicable EU and MENA regulations, who have registered on the Platform and who have a valid user ID and password, are authorized to access and invest in Private Offerings. I acknowledge and represent that if I am a natural person, I have attained the age of majority and have legal capacity to, and if I am a legal Entity, I represent that I have all the necessary power and authority to, enter into and execute, make all representations and acknowledgements, and perform all obligations required under this Agreement. Furthermore, if I am an Entity, I represent that execution and performance under this Agreement will not cause me to violate any provision in the charter, by-laws, partnership agreement, trust agreement, constituent agreement, or instrument. I understand and agree that this Agreement, as amended from time to time, is my legal, valid, and binding obligation, enforceable against me in accordance with its terms.

I acknowledge and accept that all Products offered through the Brokerage Service are speculative and involve substantial risk, that there is no assurance that I will not suffer significant losses by investing in a Product, and that a loss of part or all of the principal value of my investment in a Product may occur. I will not invest unless I can bear the consequences of such loss. I agree to accept total responsibility for any and all losses I may incur as a result of such investments. I acknowledge and accept that Products are highly illiquid. I understand that, unlike an investment purchased on a stock exchange, Products are not publicly traded, are subject to holding period requirements, and are typically restricted securities; as a result, there is no public market for Products, and I may need to hold Products indefinitely. I further understand and agree that I am not relying on Products for income or any other near-term liquidity needs. I understand that investing in the Products requires high tolerance for risk, low need for liquidity, and willingness to make long-term commitments.

I represent that I am not in violation of any applicable laws designed to combat money laundering, terrorism financing and similar illegal activities, including EU anti-money laundering directives and applicable local laws in the European Union and MENA regions. None of the cash or property (including digital assets) that I have paid or will pay to HelmShare have been or will be derived from or related to any illegal activities, including but not limited to money laundering activities. I agree that, upon request by HelmShare, I will provide any and all additional information deemed reasonably necessary to ensure compliance with all applicable laws concerning money laundering, terrorism financing and similar illegal activities. I further represent that the monies or property (including digital assets) used to purchase Products on the Platform are not derived from, invested for the benefit of, or related in any way to, the governments of, or any person residing in or organized or chartered under the laws of, any country that has been designated as a non-cooperative country or territory by relevant international bodies.

I understand that HelmShare will receive compensation, fees, and expense reimbursements (together "Fees") from Issuers, unaffiliated broker-dealers, their affiliates, and other third parties for providing the Brokerage Service and otherwise in connection with my investments in Products. These Fees include without limitation: placement agent fees, upfront fees, flat fees, managing broker-dealer fees, marketing and due diligence allowance fees, referral fees, property-level and fund-level asset management fees, promoted or carried interest, origination, extension, modification, and exit fees, servicing and special servicing fees, default interest, prepayment penalties, and software, technology, and administrative services fees. I acknowledge and accept that, while HelmShare does not directly charge me Fees in connection with the Brokerage Service or my investments in Products, Issuers will use proceeds raised for, and funds available in, the Products in which I invest to pay Fees to HelmShare, which will reduce the amount of funds I invest in Products and ultimately reduce the distributions I will receive in connection with my investment in Products. I understand and accept that the Fees paid by Issuers to HelmShare will reduce my return on investment in Products, and that these Fees will be paid whether I make or lose money on my investment in a Product.

Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled through good faith negotiations between the parties. If the parties are unable to resolve the dispute through negotiation within sixty (60) days, the dispute shall be referred to mediation in accordance with the rules of an agreed mediation service provider. If mediation is unsuccessful, disputes shall be resolved through binding arbitration in accordance with the rules of an agreed arbitration institution, or if no agreement can be reached, through the competent courts of Portugal, in accordance with Portuguese law. For EU residents, nothing in this Agreement shall limit your rights under applicable consumer protection laws.

By executing this Agreement electronically, I affirm that I have read and consent to the Platform Terms of Use and the Privacy Policy for use of the Platform, which includes the Privacy Policy in connection with HelmShare's collection and maintenance of my (or my beneficial owners') personal information in accordance with the General Data Protection Regulation (GDPR) and applicable data protection laws. Furthermore, I hereby (i) request and agree, to the extent permitted by applicable law, that HelmShare may provide electronically any required annual privacy notice or any updates to the Privacy Policy relating to the Platform or any other information regarding the collection and maintenance of my personal information received through the Platform, and (ii) to the extent permitted by applicable law, agrees to transact business with HelmShare and receive communications and documentation (including offering materials of an investment product) relating to investments made on the Platform.

For any questions, concerns, or complaints regarding this Agreement or the Brokerage Service, please contact HelmShare at mike@helmshare.yachts. HelmShare will respond to all inquiries in a timely manner and in accordance with applicable regulations.