Master Investor Agreement

1. MASTER SYNDICATION AGREEMENT STRUCTURE This Master Livestock Syndication Agreement ("Agreement") governs the terms and conditions by which the subscribing investor ("Investor") purchases and holds fractional membership units ("Units") in a designated Series Limited Liability Company ("SPV") managed by Rodeo Capital Technologies Inc. ("Manager" or "Platform"). By executing this Agreement through the Platform, the Investor becomes an associated member of the specific Series SPV acquiring title to the livestock described in the Project Deal Sheet. 2. UNIT SUBSCRIPTION, ESCROW & ALLOCATION (a) Subscription Commitment: The Investor commits the capital specified in their electronic subscription order. Subscribed funds are placed into an independent, third-party FDIC-insured escrow bank account; (b) Minimum Raise Threshold: Funds are released from escrow to execute livestock purchases only upon satisfaction of the Minimum Raise threshold published in the offering materials; (c) Ear-Tag Allocation & Title Registration: Upon closing, the SPV acquires legal title to the designated livestock lot. Each animal is tagged with an official USDA 840 RFID button transponder and visual ear tag, registered in the Platform's Digital Herd Book and recorded on official state brand inspection certificates. 3. HOST RANCH HUSBANDRY COVENANTS Host partner ranches hosting syndicate livestock execute binding agricultural management agreements requiring: (a) Strict compliance with standard Beef Quality Assurance (BQA) and humane animal handling protocols; (b) Provision of clean water, mineral supplementation, and rotational pasture grazing adhering to underwritten carrying capacity ceilings; (c) Maintenance of active broad-form commercial livestock mortality insurance naming the SPV as sole loss payee; (d) Monthly certified Fairbanks scale weight logging and prompt electronic transmission of herd telemetry to the Platform; (e) Immediate notification to the Manager within twenty-four (24) hours of any animal health incident or mortality event exceeding 1% of the herd lot. 4. ECONOMIC WATERFALL & DISTRIBUTION MECHANICS Cash proceeds generated from cattle marketing, seasonal feeder auction sales, or finished beef processing are collected into the SPV settlement account and distributed strictly in accordance with the following economic waterfall: (a) First: 100% of unreturned capital contributions are returned to unit holders until all initial principal has been fully repaid; (b) Second: Payment of contractual base hurdle yields accrued during the active grazing cycle; (c) Third: Pro-rata reimbursement of documented, verified ranch pasture grazing and veterinary health expenses; (d) Fourth: Distribution of remaining net incentive profit splits between the unit holders and the host ranch operator as declared in the Project Deal Sheet. All cash distributions are transferred directly to the Investor's digital wallet balance and may be withdrawn via ACH without administrative fees. 5. NO INVOLUNTARY CAPITAL CALLS The Units acquired by the Investor are fully paid and non-assessable. Under no circumstances shall the Investor be required or obligated to contribute additional capital, funds, or collateral to the SPV or host ranch following initial subscription settlement. 6. TELEMETRY, INSPECTION RIGHTS & RANCH VISITS (a) Digital Portal Access: Unit holders maintain continuous access to digitized scale tickets, RFID movement logs, rainfall sensor data, and veterinary inspection reports through the Platform dashboard; (b) Partner Ranch Field Days: The Manager coordinates periodic semi-annual Field Days allowing unit holders in good standing to visit host ranches in person, inspect herd facilities, and meet operating ranch managers; (c) Biosecurity Compliance: All physical ranch visits require advance registration and compliance with host ranch biosecurity protocols. 7. TAX CLASSIFICATION & K-1 REPORTING The SPV is classified as a pass-through partnership for federal income tax purposes under the Internal Revenue Code. The Manager shall cause independent certified public accountants to prepare and deliver annual IRS Schedule K-1 statements (or Form 1099, as applicable) to the Investor electronically via the Platform portal prior to standard statutory tax filing deadlines. 8. INVESTOR REPRESENTATIONS & WARRANTIES The Investor hereby represents and warrants to the Manager and the SPV that: (a) The Investor is an Accredited Investor under Rule 501 of Regulation D and has provided accurate verification documentation; (b) The Investor is purchasing the Units solely for their own account for investment purposes and not with a view toward redistribution or secondary resale; (c) The Investor has thoroughly reviewed the Project Deal Sheet, Project Economics, and the Agricultural Risk Disclosure, and possesses sufficient financial sophistication to evaluate the merits and risks of livestock syndications; (d) The Investor acknowledges that livestock production involves biological, weather, and commodity price risks and that capital loss is possible. 9. POWER OF ATTORNEY The Investor hereby grants to the Manager a limited, special power of attorney with full power of substitution to execute, file, and record on behalf of the Investor all certificate filings, brand inspection registrations, agricultural insurance claims, and SPV corporate documents reasonably required to administer the syndicate. 10. TERM, LIQUIDATION & DISSOLUTION This Agreement shall continue in full force and effect until the underlying livestock lot has been marketed or processed, all cash proceeds have been collected, and final waterfall distributions have been disbursed to unit holders. Upon completion of final settlement, the Series SPV shall be formally dissolved and wound up under Texas law. 11. COUNTERPARTS AND ELECTRONIC EXECUTION This Agreement may be executed in electronic counterparts, each of which shall be deemed an original. Transmission of an electronic signature via the Platform constitutes valid, binding execution with the full legal authority of an ink signature.