Agreement to Assign Economic Interest

This Agreement to Assign Economic Interest (this “Agreement”) is entered as of {{Date}} (“Effective Date”) by and among Jarsy Flex I LLC (the “Assignor”), and {{Name}} (the “Assignee”).

RECITALS

WHEREAS, Assignee desires to obtain all the economic right, economic title and economic interest, including without limitation, the right to receive dividends (the “Economic Interest”) associated with a number of NVIDIA Corporation Common Stock (NVDA) (the “Underlying Securities”) , and Assignor desires to assign to Assignee, all Economic Interest stemmed from the Underlying Securities that Assignor owns and retains title to; and

WHEREAS, subject to the terms and conditions of this Agreement, Assignor desires to transfer to Assignee, and Assignee desires to acquire from Assignor, all Economic Interest associated with the Underlying Securities to Assignee.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignee and Assignor hereby agree as follows:

1. Assignment of Economic Interest.

1.1	Assignment. Assignee became aware of and obtained the Economic Interest under this Agreement because of and due to his/her friends and family connection and status with Assignor and the officers at Assignor, and NOT by means of any general solicitation or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising Upon Assignee’s payment to Assignor the current public trading rate of the Underlying Securities (the “Public Price”), Assignor hereby assigns to Assignee all of its economic right, title and interest in and to the Underlying Securities as set forth on Exhibit B (the “Economic Interest”), subject to adjustment as set forth in Section 1.2 below. The Economic Interest so obtained by Assignee under this Agreement represents Assignee’s right to receive dividends and other distributions made by the Underlying Securities. Assignor will avail Assignee to an online portal that shall include periodic reporting, disclosures and documentation associated with the Underlying Securities. In order to compensate Assignor for the administrative efforts associated with such online portal, for Assignee’s each acquisition or disposition of all or part of the Economic Interest to the Underlying Securities, Assignee also agrees to pay Assignor a platform fee up to 1% of the transaction value (the “Platform Fee”).
1.2	Adjustment. If at any time the Underlying Securities so assigned of Economic Interest by Assignor to Assignee is increased or decreased by a consolidation, combination, subdivision or reclassification or other similar event regarding the Underlying Securities, then, as of the effective date of such consolidation, combination, subdivision, reclassification or similar event, the Underlying Securities shall be adjusted in proportion to such increase or decrease accordingly.
1.3	No member status. Assignee acknowledges and agrees that he/she is not a member of Assignor, and has no membership rights to Assignor, including without limitation, to vote on matters of Assignor or any right of redemption. Assignee also acknowledges and agrees that he/she is not the owner and does not hold title to the Underlying Securities and shall have no right to vote with respect to the Underlying Securities.
1.4	No value guarantee by Assignor; No Legal or Investment Advice from Assignor. Assignee acknowledges and agrees that the Economic Interest so assigned to Assignee under this Agreement is of no value guarantee by Assignor or the member(s) of Assignor whatsoever. The value of the Economic Interest so assigned under this Agreement to Assignee may fluctuate according to market conditions that are out of the control of Assignor or the member(s) of Assignor. Assignee has reviewed and expressly agreed to the Risk Factors disclosed in Exhibit A (Risk Factors). Assignee has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with his/her own legal counsel and investment and tax advisors. Except for any statements or representations of Assignor made in this Agreement, Assignee is relying solely on such counsel and advisors with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

2. Representations and Warranties of Assignor. Assignor represents and warrants to, and agrees with Assignee that:

2.1	Power and Authority. Assignor hereby agrees to take all actions necessary for Assignor to comply with its obligations under this Agreement. Assignor possesses all requisite power and authority, to enter into this Agreement and to perform all of the obligations required to be performed by Assignor hereunder.
2,2	Authority. This Agreement has been duly executed and delivered by Assignor and (assuming due authorization, execution and delivery by Assignee) constitutes Assignor’s legal, valid and binding obligation, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.
2.3	Title to Underlying Securities. Assignor is the record and beneficial owner of, and has good title to, the Underlying Securities. The Economic Interest so assigned to Assignee under this Agreement is free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and conditions that apply to the Underlying Securities themselves).
2.4	No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Assignor of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the certificate of formation or any company governance documentation of Assignor, or (ii) any law, statute, rule or regulation to which Assignor is subject or any order, judgment or decree to which Assignor is subject.
2.5	No Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Assignor in connection with the Assignment of the Economic Interest nor is Assignor entitled to or will accept any such fee or commission.
2.6	Transfer Restrictions. Until termination of this Agreement, Assignor shall not transfer the Economic Interest so assigned to Assignee under this Agreement to any other third parties without Assignee’s explicit written agreement or written consent.

3. Governing Law; Arbitration.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Unless otherwise specified for a particular provision of this Agreement, any controversy or claim arising out of or relating to this Agreement, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator or arbitrators (whether one or more, the “Arbitrators”) shall be licensed attorneys. The Arbitrators shall determine the meaning of all terms and phrases in this Agreement which relate to the controversy, and no party shall look to a court to make such a determination. The scope of the arbitration shall be limited to the specific matter in controversy as declared by the party demanding arbitration. The Arbitrators shall issue their decision in writing. This Agreement to arbitrate shall be specifically enforceable, and judgment upon the award ordered by the Arbitrators may be entered in any court having jurisdiction over the controversy.

4.Assignment; Entire Agreement; Amendment.

4.1	Assignment. Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by either Assignor or Assignee shall require the prior written consent of the other party; provided, that no such consent shall be required for any such assignment to one or more affiliates of the assigning party.
4.2	Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.
4.3	Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.
4.4	Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns.

5. Notices.

Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has provided to receive notice; and (b) if by any other form of electronic transmission, when directed to such party.

6. Counterparts.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

7. Survival; Severability

7.1	Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the transactions contemplated hereby.
7.2	Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

8. Headings.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9. Disclosure; Waiver.

Assignee (i) acknowledges Assignor does not have access to material non-public information regarding the Underlying Securities and each do not have the ability to share any material non-public information regarding the Underlying Securities with anyone including Assignee; and (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Assignor or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the Underlying Securities.

10. Independent Nature of Rights and Obligations; Taxes.

Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Assignee and Assignor as, and Assignor acknowledges that Assignee and Assignor do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Assignee and Assignor are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and Assignor acknowledges that Assignee and Assignor are not acting in concert or as a group, and Assignor shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.

Assignee hereby consents and authorizes Assignor to, on behalf of the Assignee, withhold the amount(s) of taxes applicable to the Economic Interest, including without limitation, the taxes to be withheld by Assignor on behalf of Assignee for the value distributed by Assignor to Assignee that equals to the dividends paid associated with the Underlying Securities, the as required by government authorities. Accordingly, Assignor hereby agrees to timely provide Assignee proof of such withholding to assist Assignee’s tax reporting in relevant tax jurisdictions. Notwithstanding anything in the contrary in this Agreement, each party shall be responsible for preparing and filing its own taxes for matters related to this Agreement and shall retain its own tax advisors.

[End of Agreement]

SIGNATURE PAGE FOR ASSIGNMENT FOR ECONOMIC INTEREST

Dated as of the date first written above.

Assignee:

Signature: {{Signature}}

Printed Name: {{Name}}

Assignor:

Signature:

Printed Name: Han Qin

Title: CEO of Assignor

Exhibit A RISK FACTORS

THE ECONOMIC INTEREST, PURSUANT TO THE CERTAIN ASSIGNMENT TO ECONOMIC INTEREST DATED {{Date}} WILL INVOLVE RISKS NOT ASSOCIATED WITH OTHER INVESTMENT ALTERNATIVES. PROSPECTIVE ASSIGNEE SHOULD CAREFULLY CONSIDER, AMONG OTHER FACTORS, THE RISKS DESCRIBED BELOW. SUCH RISK FACTORS ARE NOT MEANT TO BE AN EXHAUSTIVE LISTING OF ALL POTENTIAL RISKS ASSOCIATED WITH THE ECONOMIC INTEREST. THERE CAN BE NO ASSURANCE THE C OBJECTIVE ASSOCIATED WITH THE ECONOMIC INTEREST WILL BE ACHIEVED, OR THAT THERE WILL BE ANY RETURN OF CAPITAL ON THE ECONOMIC INTEREST. THE ECONOMIC INTEREST IS POTENTIALLY SUITABLE INVESTMENTS ONLY FOR SOPHISTICATED INVESTORS WHO, IN CONSULTATION WITH THEIR OWN INVESTMENT AND TAX ADVISORS, FULLY UNDERSTAND AND ARE CAPABLE OF ASSUMING THE RISKS OF AN INVESTMENT IN THE ECONOMIC INTEREST, INCLUDING THE POTENTIAL RISK OF LOSING ALL OF THE INVESTED PUBLIC PRICE.

I. GENERAL RISKS

General. The Economic Interest will be subject to numerous risks generally related to investing in securities and other investments. The Underlying Securities may have restrictions on resale and, even in the absence of such restrictions, may not be marketable. The ability of Assignee to profit from the Economic Interest will be highly dependent upon the ability of the Underlying Securities to generate income or appreciate in value. Numerous factors may impede or prevent the Underlying Securities (hence the Economic Interest) to be profitable, including inadequate capital, unfavorable competitive developments, and adverse legislation at the national, state, or local level relevant to the Underlying Securities.

Limited Operating or Performance History. Assignor was recently formed. Assignor has limited operating history upon which a prospective Assignee may evaluate to determine whether to acquire the Economic Interest in Assignor. The Underlying Securities may be newly established with little to no performance history or have insufficient public information available upon which Assignee may rely on prior to the Agreement. No guarantees can be made by Assignor or Assignor that the Economic Interest will turn profit within any time frame for Assignee.

General Market Factors. General fluctuations in the economy may affect the value of the Underlying Securities (hence the Economic Interest). The value of the Underlying Securities (hence the Economic Interest) can be volatile and price movements may be influenced by, among other factors, changing supply and demand relationships (including, among other factors, labor market conditions, increases or decreases in wages and changes in oil prices), political and economic events and/or changes in related policies, and adverse regulatory developments. The Underlying Securities may be susceptible to economic slowdowns or recessions. An economic slowdown may affect the ability of the Underlying Securities in a liquidity event such as a sale, recapitalization, or initial public offering. The amount of nonperforming assets may increase and the value of the Underlying Securities (hence the Economic Interest) may decrease during these periods. These conditions could lead to financial losses to the Underlying Securities (hence the Economic Interest).

II. INVESTMENT RISKS

Risks Inherent in Investing in Underlying Securitas. Assignor’s investment into the Underlying Securities (hence the Economic Interest) involves a high degree of risk. Many investment funds or even public companies go out of business or cease to be listed every year, and it is difficult to know whether a fund will be profitable, or a company will grow, if at all, or what factors may impact their performance. It is possible for Assignee to lose his or her entire investment in the Public Price. It is also difficult to understand the timing of profit realization and it is likely that the Economic Interest may decrease in value before it has an opportunity to realize a profit, if at all.

Lack of Diversification and Concentration of Investment. The Underlying Securities and the Economic Interest may become susceptible to fluctuations in value resulting from adverse business or economic conditions affecting a particular industry, industry segment or region.

No Assurance of Investment Return. The task of identifying investment opportunities and managing such investments is difficult. Many organizations operated by persons of competence and integrity have been unable to make such investments successfully. An investment in the Economic Interest hereby is only appropriate for assignees with a long-term investment horizon and a capacity to absorb a loss of some or all of their investment. There is no assurance that the Economic Interest objectives will be attained, or that the value of the Economic Interest will not decline, or that there will be any profit to Assignee. The Underlying Securities (hence the Economic Interest) may not always be able to produce the maximum return on such investments.

Platform Fees. As disclosed in the Agreement, there is a Platform Fee to be paid to Assignor, which may reduce the return of the investment to an Assignee. It is possible that an investment in another vehicle may result in a greater return for investors than the Economic Interest. Prospective assignee should consider whether alternative investments are available prior to acquiring Economic Interest.

III. BUSINESS AND INDUSTRY RISKS

Financial Crises and Effects on Global Financial Markets. World financial markets have in the past experienced and may in the future experience extraordinary market conditions, including, among other things, extreme losses and volatility in securities markets and the failure of credit markets to function. In reaction to these events, regulators in the U.S. and several other countries previously have taken and may in the future take regulatory actions. However, global financial markets may remain volatile, and it is uncertain whether regulatory actions will be able to prevent losses and volatility in securities markets. It is possible that regulatory actions might increase the possibility of future volatility. Regulations may increase market fragmentation and decrease the global flow of capital as it may be too difficult for the Underlying Securities and other market participants to comply with multiple regulatory regimes. There may be significant new regulations that could limit the Underlying Securities’ activities and investment opportunities or change the functioning of capital markets, and there is the possibility of regional and/or worldwide economic downturn. Consequently, the Underlying Securities may not be capable of, or successful at, preserving the value of its assets, generating positive investment returns or effectively managing its risks.

Cyber Security Breaches and Identity Theft. The information and technology systems of Assignor, the Underlying Securities and their service providers and their portfolio companies may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons, other security breaches and/or usage errors by their respective professionals. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.

Although Assignor and/or the Underlying Securities have implemented, or expect to implement, measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, Assignor and/or the Underlying Securities, their service providers and/or their portfolio companies may have to make a significant investment to fix or replace them. The failure of these systems for any reason could cause significant interruptions in such parties’ operations and/or a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to Assignee. Such a failure could harm the reputation of the Underlying Securities, subject any such entity and their respective affiliates to legal claims and/or otherwise affect their business and financial performance. Assignor and/or the Underlying Securities also may incur substantial costs for cyber- security risk management to prevent any cyber incidents in the future. Assignor, the Underlying Securities and Assignee could be negatively impacted as a result.

Business Continuity and Disaster Recovery. The business operations of Assignor and the performance of the Underlying Securities may be vulnerable to disruption in the case of catastrophic events such as fires, natural disaster (e.g., tornadoes, floods, hurricanes and earthquakes), terrorist attacks or other circumstances resulting in property damage, network interruption and/or prolonged power outages in certain territories. These risks of loss can be substantial and could have a material adverse effect on Assignor and Assignee’ Economic Interest therein.

Risk of Financial Counter Party Distress Events. The failures of the Silicon Valley Bank, the Signature Bank and the First Republic Bank underscore the risk that Assignor and/or the institutions associated with the Underlying Securities’ financial counterparties (such as banks or lenders) (each, a “Financial Counterparty”) may fail to perform their obligations in a timely manner or experience bankruptcy or another financial adverse event or difficulty (each, an “Distress Event”), similar to those experienced by Silicon Valley Financial Counterparty Distress Events. The Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver Bank, Signature Bank and First Republic Bank. Many factors may trigger a Distress Event, including large bank withdrawals, negligence and market issues. If a Financial Counterparty experiences a Distress Event, Assignor or institutions associated with the Underlying Securities may not be able to access their deposits, borrowing facilities or other services from such Financial Counterparty for an indeterminate amount of time. Although assets held by regulated Financial Counterparties in the United States are often insured for a certain amount by, for example, the FDIC in the case of U.S. banks, amounts in excess of the respective insured amount are subject to risk of total loss, and any non-U.S. Financial Counterparties that are not subject to similar regimes are also subject to increased risk of loss. Neither Assignor nor the institutions associated with the Underlying Securities are obligated to maintain account balances at or below the relevant insured amounts or utilize a minimum number of Financial Counterparties.

Distress Events could negatively impact Assignor and/or the Underlying Securities. A Distress Event could also result in the inability for to fulfill one or more of its obligations (including, but not limited to, the ability to meet payroll, place orders for in investment supplies, fulfill product orders, consummate financial transactions, and/or to meet other financial obligations). If a Distress Event leads to a partial or total loss of access to a Financial Counterparty’s services, Assignor and/or the institutions associated with the Underlying Securities may have to seek alternative services, and there may be delays in procuring such services and/or such services may be on less favorable terms than the terms entered into with the prior Financial Counterparty.

Assignor is not a Registered Fund. Assignor is not expected to be registered under the Investment Company Act, pursuant to an exception from registration set forth in Section 3(c)(1) thereunder.

Assignor is not Registered as Investment Advisers. Assignor is not registered with the Securities and Exchange Commission as an investment adviser.

Future Regulatory Developments. This document cannot address or anticipate every possible current or future regulation that may affect Assignor and/or the Underlying Securities. Such regulations may have a significant impact on Assignor, and/or the Underlying Securities including but not limited to, restricting the types of investments Assignor may make, or requiring Assignor to disclose certain confidential information regarding its terms, investments, or Assignee.

Possible Adverse Tax Consequences. Assignor should be classified as a partnership for U.S. federal income tax purposes, and not as an association taxable as a corporation. No representation or warranty of any kind is made with respect to the tax consequences of Assignor, or the allocation of taxable income or loss of Assignor. Potential assignees are advised to consult their own tax advisors with respect to the tax consequences to them of the Economic Interest, including if Assignor is treated as other than a partnership for tax purposes.

Reviewed and Accepted by Assignee: {{Signature}}

Name: {{Name}}

Date: {{Date}}

Exhibit B Economic Interest

For the Agreement Assigning from Jarsy Flex I LLC to the Assignee {{Name}} entered on {{Date}}

Economic Interest of the Agreement refers to the economic right, economic title and economic interest in:

ID	Transaction Date	Act	Assignee Paid/Sold Total	Platform Fee	Invested Amount	Underlying Security	Price per Underlying Security	Holding

Confirmed by (signature)

Name: Han Qin

Title: CEO of Assignor

Date: {{Date}}