DISCLOSURE DOCUMENT: PROFIT SHARING AGREEMENT 83 PLUS SPECIALTY LLC

This Disclosure Document explains the terms and conditions governing participation in the Profit Sharing Agreement (the “Agreement”) with 83 PLUS SPECIALTY LLC (“Company”). All persons or entities receiving profit shares under the Agreement (“Profit Sharers”) should read this document carefully. By accepting profit payments or otherwise participating, Profit Sharers acknowledge that they have received, read, and understood these terms.

  1. Nature of Participation

  • Profit sharing under this Agreement is a contractual entitlement to a portion of distributable profits as defined by the Agreement and applicable law. It is not, and does not create, ownership, equity interest, membership, partnership, joint venture, employment, or agent status in the Company.

  • Profit Sharers receive only the specific monetary distributions described in the Agreement and any ancillary, express rights expressly set forth in writing within the Agreement. No other ownership rights, voting rights, governance rights, or rights to Company assets are created by participation.

  1. No Equity, No Claim to Assets

  • Profit Sharers have no legal or beneficial ownership interest in the Company, its subsidiaries, affiliates, or assets, tangible or intangible.

  • Profit Sharers cannot claim any portion of Company assets, property, inventory, equipment, intellectual property, bank accounts, contracts, or receivables by virtue of being a Profit Sharer.

  • Upon termination of participation or at any time, Profit Sharers shall not be entitled to any distribution of assets other than payment of any accrued profit shares properly due and payable under the Agreement.

  1. Access to Premises and Working Rights

  • Profit Sharers do not gain any right to enter, occupy, use, or otherwise access Company premises, business locations, facilities, or operations beyond those legally required or expressly granted in writing.

  • Profit Sharers are not employees or contractors by reason of profit sharing and therefore are not entitled to employment benefits, workplace rights, or any working privileges unless separately and expressly agreed in a written employment or contractor agreement.

  • Any access to Company premises or operational areas permitted to a Profit Sharer must be granted in writing and may be conditioned upon compliance with Company policies, insurance requirements, confidentiality obligations, and applicable law.

  1. No Guarantee of Inclusion in Other Agreements

  • Participation as a Profit Sharer does not guarantee or create rights to be included in any future agreements with the Company, including but not limited to employment contracts, equity grants, vendor agreements, licensing agreements, distribution agreements, or any other contractual relationship.

  • Any future relationship or agreement between a Profit Sharer and the Company must be negotiated and executed as a separate, independent written agreement.

  1. Limited Scope of Rights; Exclusivity of Profit Sharing Benefits

  • The sole rights of Profit Sharers arising from this Agreement are the right to receive profit distributions as described in the Agreement and any specifically enumerated informational rights set out below.

  • No other rights—express, implied, or apparent—are conferred by virtue of this Agreement, including rights to participate in management, oversight, or decision-making.

  1. Information Rights and Confidentiality

  • Profit Sharers shall have access to Point-of-Sale (POS) information and expense-sharing information only to the extent expressly provided in the Agreement and only to the extent such access is legally required or permitted under applicable law.

  • The Company will provide profit calculation statements and distribution summaries as required by the Agreement. The Company will disclose additional financial or operational information only as required by law or as expressly specified in the Agreement.

  • All nonpublic Company information provided to Profit Sharers is confidential. Profit Sharers must maintain confidentiality and may not disclose such information except as required by law or with the Company’s prior written consent. Confidentiality obligations survive termination of the Agreement.

  1. Compliance with Legal Rights to Information

  • To the extent Profit Sharers are legally entitled under applicable law to particular information (for example, limited statutory inspection rights in certain jurisdictions), the Company will comply with such legal obligations. Any such statutory rights are limited to what the law mandates and do not expand Profit Sharers’ rights under this Agreement.

  1. No Employment or Labor Rights

  • Profit Sharers are not employees, and the Agreement does not create employment, wage, benefits, or labor law entitlements. Profit Sharers are not entitled to workers’ compensation, unemployment insurance, health benefits, retirement benefits, or other employment-related rights unless separately agreed in a written employment contract.

  1. Taxes and Reporting

  • Profit Sharers are responsible for any taxes, reporting, or filings associated with profit distributions they receive. The Company may provide tax reporting as required by law but is not responsible for the Profit Sharers’ tax liabilities.

  • Profit Sharers should consult their tax advisors about reporting and tax obligations arising from distributions.

  1. Termination of Profit Sharing Rights

  • The Agreement shall specify termination