INVESTMENT MANAGEMENT AGREEMENT

This Investment Management Agreement ("Agreement") is made and entered into as of this
___ day of ________, 2024, by and between Investor Company Name, a (INSERT BUSINESS
TYPE) company organized under the laws of the (INSERT JURISDICTON AREA HERE), with
its principal place of business located at (INSERT ADDRESS HERE) ("Investor" or "
Investor’s Company"), and Icarus Fund LLC, a capital management firm with its principal
place of business located at 40 Wall St, Fl 28&29, New York, NY, USA, 10005 ("Manager" or
"Icarus"). Investor and Manager may each be referred to individually as a “Party” and collectively
as the “Parties.”

WHEREAS, Investor desires to retain Manager to provide professional investment management

services with respect to certain funds provided by Investor, and

WHEREAS, Manager has represented to Investor that it possesses the necessary qualifications,
experience, and licensure to manage investments on Investor’s behalf in accordance with the terms
of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
the Parties hereto agree as follows:

1. Appointment and Scope of Authority

1.1 Investor hereby appoints Manager as its exclusive investment manager, granting Manager
full discretion to manage, invest, and reinvest the funds deposited by Investor ("Investment
Funds") in a manner consistent with Investor’s objectives and risk tolerance, as mutually agreed
upon and detailed in Exhibit A of this Agreement.

1.2 Manager shall have the authority to make all decisions necessary to effectuate the investment
strategy described in Exhibit A, subject to the limitations expressly stated in this Agreement.
Manager shall act solely within the scope of its authority, without committing Investor’s funds
beyond the parameters set forth herein.

2. Custody and Control of Investment Account

2.1 The Investment Funds, totaling Two Million U.S. Dollars ($2,000,000), shall be held in a
dedicated account under the name of Icarus Fund LLC ("Investment Account") as a pass-through
entity, established with a financial institution mutually agreed upon by both Parties. The
Investment Funds are transferred to an Interactive Brokers (IBKR) trading account that is interest-
bearing, any accrued interest will be included with the quarterly 15% distribution to the Investor.

2.2 Manager shall have exclusive trading and investment authority over the Investment Account
strictly for purposes related to the investment strategy defined in this Agreement. Manager shall
have no authority to withdraw or transfer funds from the Investment Account to any other account,
including those owned by Manager, without express written consent from Investor.

3. Compensation and Fees

3.1 In exchange for Manager’s services, Investor agrees to pay Manager a yearly management
fee equal to 2% of the Investment Funds' total amount under management ("Management Fee").
The Management Fee shall be calculated on the last business day of each calendar year and shall
be based on the net appreciation in the value of the Investment Funds as recorded in the Investment
Account, after deducting any fees, expenses, or other charges incurred within that month.

3.2 The Management Fee shall be payable from the Investment Account within five (5) business
days following Investor’s receipt of Manager's yearly performance report, which shall itemize the
quarter’s appreciation and other applicable metrics in accordance with generally accepted
accounting principles.

3.3 In the event this Agreement is terminated by either Party in accordance with Section 6,
Manager shall be entitled to payment of any Management Fee accrued up to the date of
termination. Such accrued fees shall be calculated based on the total appreciation of the Investment
Funds up to the last full calendar month prior to termination.

4. Representations, Warranties, and Covenants

4.1 Investor represents and warrants that it is the lawful owner of the Investment Funds, with the
authority to appoint Manager and that the funds are free of any encumbrances or legal restrictions
that would inhibit the Manager’s authority under this Agreement.

4.2 Manager represents that it is a legally registered entity under New York law, capable of
providing the investment management services specified herein, and shall conduct all activities in
full compliance with applicable federal and New York State securities laws and regulations.

5. Limitation of Liability and Indemnification

5.1 Investor acknowledges that all investments carry inherent risks, including potential losses of
principal, and that past performance is not indicative of future results. The Investor agrees that any
losses sustained due to market conditions or investment decisions made by the Manager in good
faith shall not constitute grounds for liability on the part of the Manager.

5.2 Except as otherwise required by law, Manager shall not be liable for any investment losses
incurred by Investor in connection with the performance of this Agreement, provided that such
losses are not the result of Manager’s gross negligence, willful misconduct, or fraud.

5.3 The Investor agrees to indemnify and hold harmless the Manager, including its affiliates,
officers, employees, and agents, against any and all claims, liabilities, losses, damages, costs, or
expenses (including reasonable attorney fees) arising out of or relating to the Manager's
management of the Investment Funds, except for those arising from the Manager's gross
negligence, willful misconduct, or fraud. This indemnification provision shall survive the
termination of this Agreement.
6. Term and Termination
6.1 This Agreement shall commence on the effective date herein and shall remain in effect until
terminated by either Party in accordance with this Section.

6.2 Either Party may terminate this Agreement upon thirty (30) business days’ written notice to
the other Party.

6.3 In the event of termination, Manager shall cease all investment activity related to the
Investment Funds and shall assist in the orderly transfer of management responsibilities.
Notwithstanding such termination, Manager shall be entitled to receive any accrued Management
Fee up to the date of termination, based on the Investment Funds’ appreciation up to the last
calendar month of active management.

6.4 Termination of this Agreement shall not affect the rights and obligations of the Parties with
respect to transactions initiated prior to such termination, nor shall it affect any indemnity or
confidentiality provisions which, by their nature, are intended to survive termination.

7. Confidentiality
7.1 Each Party agrees to keep confidential all information obtained from the other Party in
connection with this Agreement, except as required by law or to the extent necessary to fulfill their
respective obligations hereunder.

8. Dispute Resolution
8.1 The jurisdiction for this Agreement shall be the 11th Circuit U.S. District Court for the
Southern District of Florida, and all disputes shall be governed by and construed in accordance
with the laws of the State of Florida, without reference to its conflict of law principles

8.2 Any dispute arising out of or relating to this Agreement shall be resolved through binding
arbitration under the rules of the American Arbitration Association (AAA), with such arbitration
to be held in the State of Florida.

9. Provisions
9.1 This Agreement represents the entire agreement between the Parties with respect to its subject
matter, superseding any prior understandings or agreements.

9.2 Any amendment or waiver of any provision of this Agreement must be in writing and signed
by both Parties.

9.3 If any provision of this Agreement is determined by a court of competent jurisdiction to be

invalid or unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Investment Management
Agreement as of the date first above written.

Icarus Fund LLC Investor Company Name

________________________ ____________________________
Name Name
Title Title
Date Date
 Exhibit A

[Investment Strategy and Payment Plan]

In accordance with the terms set forth in the Investment Management Agreement between Icarus
Fund LLC ("Manager") and Investor Company Name("Investor"), this Exhibit A outlines the
structure and terms for the payment of the performance fee to the Investor.

1. Investment Objective:
1.1. The objective of Manager is to provide the Investor with a consistent 15% quarterly
payment based on the capital invested, irrespective of individual trade or investment
performance.The funds will be managed actively on the trading platform, with a focus
on generating quarterly returns that support the agreed-upon payment structure.
2. Investment Approach:
2.1. The Manager will employ a diversified trading strategy that may include equities, fixed
income, derivatives, and other appropriate securities in line with the risk tolerance and
financial goals of the Investor.
2.2. The strategy will be adjusted periodically to adapt to market conditions, ensuring
consistent performance aligned with quarterly payment expectations.
3. Quarterly Payment Structure:
3.1. Payment Schedule: The Manager agrees to pay the Investor a fixed 15% of the initial
capital investment on a quarterly basis. Payments will be made within 10 business days
following the close of each fiscal quarter (March 31, June 30, September 30, and
December 31).
3.2. Calculation of Payments: Each quarterly payment will be based on net gains realized in
the trading account, after deducting applicable fees, expenses, and the Manager’s
agreed-upon compensation.
3.3. Retention of Remaining Profits: In line with existing terms, after netting the quarterly
15% payment to the Investor and deducting any operational costs, all remaining profits
generated through the trading activities will be retained by the Manager.
3.4. Reinvestment Option: The Investor has the option to reinvest quarterly returns. If
chosen, the reinvested returns will be added to the principal, increasing the base amount
for calculating subsequent 15% quarterly payments.
4. Risk Management:
4.1. The Manager will implement risk controls to protect the capital base, including stop-loss
orders, position limits, and diversification across asset classes to minimize potential
drawdowns.
4.2. Risk assessments will be conducted continuously to align with market conditions and
maintain capital safety.
4.3. The Investor acknowledges the inherent risk associated with investment activities.
Manager shall not be liable for any trading losses, as the fixed quarterly payment of 15%
is not contingent on trading outcomes but rather is a fixed percentage of the initial
investment.
5. Performance Reporting:
5.1. The Manager will provide a detailed quarterly performance report, outlining gains, fees,
and the distribution calculation, giving the Investor transparent insight into the fund’s
activity.
5.2. Reports will be made available on the trading platform or delivered to the Investor via
the agreed-upon communication channel.