2024 LIFECYCLE MARKETING MENTORSHIP AGREEMENT

This Agreement is entered into by and between Drew Price (“Drew”) and the Mentee whereby Drew agrees to provide the Mentoring Services described in this Agreement for Mentee in exchange for Mentee’s payment of the Mentorship Fee.

By entering into this Agreement neither Drew nor Mentee intends to form a legally-binding partnership. Both parties are independent contractors with respect to one another.

The Term of this Agreement begins at 11:59pm EST on January 19, 2024 (“Start of Term”), and ends on November 22, 2024 (“End of Term”).

MENTORING SERVICES

Pursuant to this Agreement, Drew will place Mentee in a group of up to seven other persons. Mentee and the other people in Mentee’s group will hereafter be referred to as “Mentee’s Pod.” Drew will organize and preside over two one-hour meetings per month with Mentee’s Pod, the date and time of which will be determined by Drew in his absolute discretion.

Drew will also meet one-on-one with Mentee up to two times during the Term of this Agreement. The date and time of these meetings will be determined by Drew in his absolute discretion.

MENTORSHIP FEE

The Fee that Mentee agrees to pay for the Coaching Services (the “Mentorship Fee”) is $6,000. However, Mentee will receive a discount of $1,000 off of the total Mentorship Fee if Mentee pays at least $2,500 to Drew by Start of Term

If Mentee pays Drew at least $2,500 by Start of Term, then the remainder of the Mentorship Fee will be paid by Mentee to Drew by 11:59pm EST on June 19, 2024.

If Mentee does not pay Drew at least $2,500 by Start of Term, then Mentee will pay Drew the Mentorship Fee in ten equal monthly installments of $600 due on the 19th of each month of the Term. The first monthly installment payment will be due by Start of Term. Mentee agrees to pay this monthly installment payment by way of an autodebit transaction facilitated by the financial intermediary of Drew’s choice.

In his sole and absolute discretion, Drew may release the Mentee from some or all of Mentee’s responsibilities regarding the Mentorship Fee without abrogating any of Mentee’s other responsibilities under this Agreement.

Failure to pay any installment of the Mentorship Fee by the relevant due date will result in the Mentee’s waiver of any right to any Mentorship Services not already provided by Drew as of the relevant due date.

The Mentee will have no right to a refund of any monies paid as a Mentorship Fee under this Agreement.

MENTOR-MENTEE RELATIONSHIP

Mentee is solely responsible for creating and implementing their own physical, mental and

emotional well-being, decisions, choices, actions and results arising out of or in any way related to the mentorship relationship and Mentee’s calls and interactions with Drew. As such, Mentee

agrees that Drew is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by Drew under this Agreement. Mentee understands that mentorship is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.

Drew does NOT promise that participation in this mentorship program will result in Mentee achieving any goals, making any career advancements, or obtaining any other results. The parties agree that any desired outcomes will be the result of Mentee’s efforts alone, and the Mentee’s sole responsibility. Mentee has hired Drew to provide information and guidance, the validity, appropriateness, and effective usage of which will be Mentee’s sole responsibility.

Except as expressly provided in this Agreement, Drew makes no guarantees, representations or

warranties of any kind or nature, express or implied with respect to the coaching services negotiated, agreed upon and rendered. In no event shall the Drew be liable to Mentee for any indirect, consequential or special damages. Notwithstanding any damages that the Mentee may incur, Drew’s entire liability under this Agreement, and the Mentee’s exclusive remedy, shall be limited to the amount of Mentorship Fees actually paid by the Mentee to Drew under this Agreement.

CONFIDENTIALITY AND IP

The parties acknowledge that they have both signed and agree to be bound by the Group NDA attached as Appendix A to this Agreement. Said Group NDA shall govern the usage by the parties of all information obtained pursuant to this Agreement.

Rights to any proprietary information (including but not limited to all copyright, patent, trade secret, and all other intellectual property and proprietary rights) disclosed by Drew to the Mentee in pursuit of this Agreement shall remain the property of the original owner, and Mentee will NOT have any license or other right to disseminate or disclose it to any third party. Mentee will also have no right to produce modifications or derivative works on the basis of any proprietary information disclosed by Drew to the Mentee.

TERMINATION

Either party may terminate this Agreement with or without cause upon 30 days written notice to the other party. Upon receipt of written notice by the non-terminating party, all right to Mentorship Services not yet provided will be waived, and the End of Term of this Agreement will be changed to 11:59pm EST on the day that is 30 calendar days after the date on which the non-terminating party receives written notice (“Revised End of Term”). All right shall be waived to any Mentorship Fee that would be due prior to the original End of Term, but which would be due after the Revised End of the Term.

If Mentee terminates this Agreement, Mentee will pay to Drew a Termination Fee equal to $5 times the number of calendar days between the original End of Term and the Revised End of Term. The Termination Fee will be due within 15 calendar days of Drew’s receipt of written notice from the terminating party.

Mentee agrees to pay any Termination Fee by way of an autodebit transaction facilitated by the financial intermediary of Drew’s choice.

NOTICE

The Mentee agrees to receive any notice required or allowed to be given under this Agreement by way of email sent to an address that Mentee at any time communicates to Drew as being Mentee’s email address.

Drew agrees to receive any notice required or allowed to be given under this Agreement by way of email sent to the following address:

drew@10billionemails.com

All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

MISCELLANEOUS PROVISIONS

Notwithstanding anything herein to the contrary, neither party shall be liable for any failure to perform their obligations under this Agreement (except for the obligation to make payment hereunder) if such failure arises, directly or indirectly, out of: any natural disaster; acts of government; change in any law or regulation; acts or omissions of any third party not under the reasonable control of a party; civil unrest, wars, or acts of terror; strikes or other labor problems; internet service provider or hosting facility failures; pandemic or other health emergency; delays involving hardware, software or power systems not within either party’s possession or reasonable control; network intrusions or denial of service attacks; incompatibility of Mentee’s equipment or software with with any instrumentality necessary for the remote provision of Mentorship Services; or any other cause, whether similar or dissimilar to any of the foregoing that is beyond a party’s reasonable control (individually or collectively, as applicable, a “Force Majeure Event”).

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Except as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. The parties hereto shall negotiate that provision of the Agreement found to be invalid or unenforceable, in good faith to modify and effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Mentee shall not assign their rights or delegate its obligations under this Agreement without Drew’s prior written consent, and absent such consent, any attempted or purported assignment or delegation by Mentee shall be null, void and of no effect.

This Agreement shall be governed exclusively by the internal laws of the State of Georgia, without regard to its conflicts of laws rules. The parties hereby irrevocably agree to the exclusive jurisdiction of the state or federal courts in Fulton County, Georgia, and further agree not to contest venue in Fulton County. Each party irrevocably agrees to waive its right to trial by jury in any action or proceeding arising out of this Agreement.

The failure of either party to enforce any provision of this Agreement shall not be construed as a

waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement

If a dispute arises out of this Agreement, the parties agree to attempt in good faith to resolve the dispute informally for at least 60 business days after the counterparty has received written notice of the dispute. If either party initiates formal legal proceedings of any kind prior to 60 business days after the counterparty has received written notice of the initiating party’s intention to initiate formal legal action, then the non-initiating party shall be entitled to recover attorney’s fees and court costs from the initiating party.

This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

This Agreement, including all addenda hereto, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

This Agreement shall be binding upon the parties hereto and their respective successors and

permissible assigns.

APPENDIX A: NON-DISCLOSURE AGREEMENT

This Agreement is entered into by and between Drew Price (“Drew”), the undersigned Mentee, and the Mentee’s Pod (as that term is defined in the Lifecycle Marketing Membership Agreements signed by Drew, the undersigned Mentee, and the other members of the Mentee’s Pod).

The members of the Mentee’s Pod desire to receive Mentorship services from Drew, which will include discussions of the business activities, plans, and other Confidential Information belonging to Drew, the members of the Mentee’s Pod, and/or their employers. During these discussions, the various parties may share certain Confidential Information with each other. Hereafter, any of the parties that discloses a piece of Confidential Information shall be referred to as the “Disclosing Party” with respect to that piece of Confidential Information, and all other parties will be referred to as “Receiving Parties.”

Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified a Receiving Party or their representative(s), whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, their employer, their employer’s affiliates, their employer’s subsidiaries, and their employer’s affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party; and (vi) any information generated by a Receiving Party, by their employer, by their representatives, or by their employer’s representative that contains, reflects, or is derived from any of the foregoing.

Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Parties acknowledge that the Confidential Information is proprietary to the Disclosing Party or their employer, has been developed and obtained through great efforts by the Disclosing Party and/or their employer and that Disclosing Party and their employer regards all of its Confidential Information as trade secrets.

Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: a) was lawfully possessed, as evidenced by the Receiving Party’s records, by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party to maintain confidentiality; (c) is generally known by the public through no fault of or failure to act by the Receiving Party inconsistent with its obligations under this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of this Non-Disclosure Agreement shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement, as evidenced by the Receiving Party’s records, and without reference or access to any Confidential Information.

DISCLOSURE OF CONFIDENTIAL INFORMATION

From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to Drew and the other members of Mentee’s Pod, who will all likewise be bound by this Non-Disclosure Agreement; (b) keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by them in safeguarding their own Confidential Information; and (d) not disclose any Confidential Information received by them to any third parties (except as otherwise provided for herein).

USE OF CONFIDENTIAL INFORMATION

The Receiving Parties agree to use the Confidential Information solely in connection with the current or contemplated Mentorship- and Mentee’s-Pod-relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Parties hereunder. Title to the Confidential Information will remain solely in the Disclosing Party or their employer. All use of Confidential Information by the Receiving Parties shall be for the benefit of the Disclosing Party or their employer and any modifications and improvements thereof by the Receiving Parties shall be the sole property of the Disclosing Party or their employer.

COMPELLED DISCLOSURE

Notwithstanding anything in the foregoing to the contrary, a Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose. The Receiving Parties agree that they shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if a Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.

TERM

This Agreement shall remain in effect for a two-year term beginning at 11:59pm on January 19, 2024. Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during the Term shall remain in effect indefinitely.

REMEDIES

All parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.

RETURN OF CONFIDENTIAL INFORMATION

Any Receiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).

NOTICE OF BREACH

Any Receiving Party shall notify the relevant Disclosing Party immediately upon discovery of, or suspicion of, (1) any unauthorized use or disclosure of Confidential Information by a Receiving Party or its representatives; or (2) any actions by a Receiving Party or its representatives inconsistent with their respective obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.

MISCELLANEOUS

This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.

The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Georgia applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Fulton County, Georgia, shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to, the terms of this Agreement and all parties: (i) consent to personal jurisdiction therein; and (ii) waive the right to raise any objection to jurisdiction or venue.

Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.

Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.

This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.

The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

This Agreement shall be binding upon the parties hereto and their respective successors and permissible assigns.