Tennessee Ticket Purchasing Agent Agreement

PoolStake hereby appoints Agent as its authorized non-exclusive agent for the limited and specific purpose of purchasing official Powerball and Mega Millions lottery tickets at authorized Tennessee Lottery retail locations on behalf of PoolStake LLC, in accordance with the terms and conditions of this Agreement. Agent accepts such appointment.

Agent shall purchase lottery tickets in accordance with the weekly schedule provided by PoolStake. All ticket purchases shall be made between 10:00 AM and 12:00 PM Eastern Time on the applicable purchase day.

The quantity of tickets to purchase shall be determined by the current jackpot amount, according to the following default tier structure:

• Jackpot under $200 million: Ten (10) tickets.
• Jackpot $200M to $399M: Twenty-five (25) tickets.
• Jackpot $400M to $699M: Fifty (50) tickets.
• Jackpot $700M or more: One hundred (100) tickets.

PoolStake will notify Agent of any deviation from the default tier quantities at least two (2) hours before the purchase window opens.

Immediately upon purchasing tickets and prior to the opening of any pool on the PoolStake platform, Agent shall:

1. Scan or photograph all purchased lottery tickets in a clear, legible manner.
2. Upload all ticket scans to the PoolStake platform using the secure credentials provided by PoolStake.
3. Confirm successful upload to the PoolStake team via designated communication channel.

No PoolStake pool may open for participant entry until Agent has confirmed successful ticket upload. If Agent cannot complete the upload by 12:00 PM Eastern Time on the purchase day, Agent must notify PoolStake immediately.

Agent shall physically store all purchased lottery tickets in a secure location (locked safe, filing cabinet, or equivalent) from the time of purchase until the applicable lottery draw results are confirmed. Agent shall not allow any third party to access, hold, or copy the lottery tickets.

If any tickets purchased by Agent generate lottery prize proceeds, Agent shall:

• Immediately notify PoolStake upon confirmation of a winning ticket.
• Hold the winning ticket(s) securely and take no action to claim any prize without PoolStake's express written authorization.
• Cooperate fully with PoolStake in the prize claim process, including accompanying PoolStake representatives to the Tennessee Lottery headquarters in Nashville for prizes requiring in-person claim.
• Execute any documents required by the Tennessee Lottery in connection with the prize claim.

Agent shall maintain accurate records of all ticket purchases, including purchase receipts, ticket quantities, purchase amounts, retailer location, and draw dates. Records shall be retained for a minimum of seven (7) years and provided to PoolStake upon request.

Agent shall identify and maintain at least one (1) backup Tennessee Lottery retail location to ensure tickets can be purchased if the primary retail location is unavailable for any reason.

If Agent is unable to purchase the required tickets for any draw for any reason, Agent must notify PoolStake by secure message within thirty (30) minutes of the expiration of the purchase window. Agent's failure to notify PoolStake in a timely manner shall constitute a material breach of this Agreement.

• Provide Agent with the weekly ticket purchase schedule, including any modifications.
• Provide Agent with the applicable jackpot amount and resulting ticket quantity for each purchase.
• Reimburse Agent for all ticket purchase costs within twenty-four (24) hours of receipt of purchase confirmation and receipt.
• Pay Agent the compensation described in Section 4 on the schedule specified therein.
• Provide Agent with secure platform credentials for ticket upload.
• Maintain appropriate insurance coverage for the activities contemplated by this Agreement.
• Provide Agent with reasonable advance notice of any changes to purchase schedules or quantities.

In consideration for Agent's services, PoolStake shall pay Agent as follows:

• Agent Fee: [INSERT AMOUNT] per draw, payable [INSERT PAYMENT SCHEDULE — e.g., weekly on each Friday for the prior week's draws].
• Payment Method: [INSERT PAYMENT METHOD].

For clarity, the compensation described above is separate from and in addition to PoolStake's reimbursement of actual ticket purchase costs. Agent is not entitled to any portion of any lottery prize or pool proceeds beyond the agreed Agent Fee.

Agent acknowledges that in the course of performing services under this Agreement, Agent will have access to confidential information regarding PoolStake's business operations, pool mechanics, ticket quantities, user base, financial information, and other proprietary information (collectively, "Confidential Information"). Agent agrees to:

• Hold all Confidential Information in strict confidence.
• Not disclose any Confidential Information to any third party without PoolStake's prior written consent.
• Use Confidential Information solely for the purpose of performing Agent's duties under this Agreement.
• Notify PoolStake immediately upon becoming aware of any unauthorized disclosure of Confidential Information.

This confidentiality obligation survives the termination of this Agreement for a period of three (3) years.

Agent shall be liable to PoolStake for direct damages arising from:

1. Agent's failure to purchase tickets as instructed and failure to notify PoolStake within the required timeframe.
2. Agent's loss, theft, or destruction of lottery tickets through Agent's negligence.
3. Agent's unauthorized disclosure of Confidential Information.
4. Agent's breach of any material provision of this Agreement.

PoolStake shall indemnify and hold Agent harmless from any third-party claims arising from Agent's performance of the specific duties described in this Agreement, provided Agent has performed such duties in accordance with this Agreement and all applicable laws.

Agent shall indemnify and hold PoolStake harmless from any third-party claims arising from Agent's gross negligence, willful misconduct, or material breach of this Agreement.

This Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months, after which it shall automatically renew for successive twelve (12) month periods unless terminated as provided herein.

• Either Party may terminate this Agreement without cause upon thirty (30) days' prior written notice.
• Either Party may terminate this Agreement immediately upon written notice in the event of a material breach by the other Party that remains uncured for five (5) business days after written notice of the breach.

Upon termination:

• Agent shall immediately return or securely destroy all lottery tickets in Agent's possession, return all PoolStake credentials and access, and provide PoolStake with all outstanding purchase records and receipts.
• PoolStake shall pay all outstanding compensation and reimbursements owed to Agent through the termination date.

• Governing Law: This Agreement is governed by the laws of the State of Tennessee.
• Dispute Resolution: Disputes shall be resolved through binding arbitration in Knox County, Tennessee under AAA Commercial Arbitration Rules.
• Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions.
• Amendment: This Agreement may only be amended in writing signed by both Parties.
• Severability: If any provision is found unenforceable, the remaining provisions shall continue in full effect.
• No Waiver: Failure to enforce any provision shall not constitute a waiver of that provision.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.