Software Development & Sale Agreement

Effective Date: July 8, 2026

This Software Development & Sale Agreement ("Agreement") is entered into as of the Effective Date by and between:

AlliedOne Marketing LLC, a Texas limited liability company, located at 106 Susan Kay Dr., Lorena, Texas 76655 ("Provider," "we," or "us"), and

Adkins Legacy LLC, a Texas limited liability company, located at 1206 South Rusk Street, Weatherford, Texas 76086 ("Client," "you").

Provider and Client are each a "Party" and together the "Parties."

1. Purpose

Provider has developed and will complete a custom software application known as Whole Life Helper (the "Software"), a whole life insurance and Infinite Banking management platform, and will deliver it to Client for Client's ownership and operation, subject to the terms below.

2. Scope of Work and Deliverables

2.1 The Software. Provider will complete the Software to the specifications set out in Exhibit A and deliver a functioning application that includes policy tracking, policy-loan and dividend tracking, debt management, beneficiary and estate coordination, advisor-matching, subscription-tier structure, and role-based access, together with the embedded End User License Agreement.

2.2 Build and delivery method. The Software is currently developed on the Base44 platform. Final delivery consists of Provider replicating the completed application from the GitHub repository synced to the Base44 build and deploying it so that it runs on Client's designated domain.

2.3 Deliverables include: (a) the completed, deployed Software running on Client's domain; (b) access to the associated GitHub repository; and (c) the embedded EULA.

2.4 Excluded. This Agreement covers the build and delivery of the Software only. It does not include ongoing support, maintenance, monitoring, bug fixes after the Acceptance Period in Section 6, hosting (except as elected under Section 4), feature additions, or enhancements. Those are addressed in Sections 8 and 9.

3. Fees and Payment

3.1 Total price. The total fee for the work under this Agreement is six thousand U.S. dollars ($6,000).

3.2 Payment schedule.

• $3,000 due upon execution of this Agreement (the Effective Date).
• The remaining $3,000 payable in six (6) equal monthly installments of $500, the first due thirty (30) days after the Effective Date and each subsequent installment on the same day of each following month.

3.3 Late or missed payments. If any payment is more than fifteen (15) days late, Provider may: (a) charge a late fee of the greater of $5 or 5% of the overdue amount; (b) suspend Client's access to and/or Provider's deployment or hosting of the Software until the account is current; and (c) declare the entire remaining balance immediately due and payable.

3.4 Taxes and third-party costs. Fees are exclusive of applicable taxes. Client is responsible for all third-party costs associated with operating the Software, including its own domain, hosting, payment processing, and any platform or API fees.

4. Hosting

4.1 Default — Client-hosted. Client will host and operate the Software on Client's own GoDaddy account. Client is responsible for its hosting account, domain, and related costs and configuration. Provider will deploy the delivered Software to that environment.

4.2 Optional — Provider-hosted. If Client prefers not to self-host, Provider will host and operate the Software on Client's behalf for a fee starting at $100 per month, billed monthly and cancelable by either Party on [30] days' notice. Provider hosting is a separate, recurring service and does not include support or maintenance beyond keeping the Software online, unless separately agreed.

5. Ownership and Intellectual Property

5.1 Retention until paid in full. Provider retains all right, title, and interest in and to the Software, including all source code, until Provider has received the full Total Price in Section 3. Until that time, Client receives only a limited, revocable license to operate the Software for evaluation and launch, and Client may not sell, sublicense, transfer, or assign it.

5.2 Transfer on final payment. Upon Provider's receipt of the full Total Price, Provider assigns to Client all right, title, and interest in and to the completed Software as delivered, including the associated GitHub repository. Provider will take reasonable steps to transfer repository ownership and delivery access to Client.

5.3 Remedy on default. If Client fails to pay amounts due and does not cure within the period in Section 3.3, ownership does not transfer, the license in Section 5.1 terminates, and Provider may suspend, disable, or remove the deployed Software. Client's obligation to pay amounts already accrued survives.

5.4 Provider retained materials. Provider retains ownership of any pre-existing tools, libraries, frameworks, and general know-how used to build the Software and not unique to it, and may reuse them. This does not grant Provider any right to Client's data or to the Whole Life Helper application as delivered after transfer.

5.5 Client data. As between the Parties, Client owns all data entered into the Software by Client and its end users. Provider claims no ownership of that data.

6. Delivery and Acceptance

6.1 Delivery. The Software is "Delivered" when it is deployed and running on Client's designated domain (or on Provider's hosting under Section 4.2) in accordance with the agreed specifications.

6.2 Acceptance Period. Client has seven (7) days after Delivery to review the Software and notify Provider in writing of any material failure to meet the agreed specifications in Exhibit A. Provider will correct verified material failures. If Client does not provide written notice within the Acceptance Period, the Software is deemed accepted.

6.3 Acceptance does not waive Client's payment obligations, which continue on the schedule in Section 3 regardless of the Acceptance Period.

7. Operation, Compliance, and Data Responsibility

7.1 Upon Delivery, Client is the operator of the Software and is solely responsible for its lawful operation, including providing its own privacy policy, obtaining any required consents, and complying with all laws applicable to handling financial information and the personal information of policyholders and beneficiaries.

7.2 The Software is an informational and organizational tool. It does not provide financial, insurance, tax, or legal advice, and Provider makes no representation that the Software's outputs constitute such advice. Client is responsible for how it and its end users rely on the Software.

7.3 Provider is not an insurance producer, financial advisor, or law or accounting firm, and provides no such services under this Agreement.

8. Support and Maintenance

8.1 This Agreement does not include ongoing support or maintenance.

8.2 If Client wants continued support, maintenance, monitoring, or managed operation of the Software, the Parties will enter into a separate written support agreement on terms to be agreed.

9. Future Enhancements and Feature Expansion

9.1 Any additional features, enhancements, integrations, or expansion of the Software requested after Acceptance are outside the scope of this Agreement.

9.2 Provider is available to perform such work under a separate written statement of work, scoped and quoted separately, on mutually agreed terms.

10. Warranty and Disclaimer

10.1 Provider warrants that, as of Delivery, the Software will materially conform to the agreed specifications. Provider's sole obligation, and Client's exclusive remedy, for a breach of this warranty is correction of the nonconformity during the Acceptance Period under Section 6.

10.2 EXCEPT AS STATED IN SECTION 10.1, THE SOFTWARE IS PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Provider does not warrant that the Software will be uninterrupted or error-free, or that any output will be accurate.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PRICE ACTUALLY PAID BY CLIENT UNDER SECTION 3.

12. Indemnification

Client will indemnify, defend, and hold harmless Provider and its members, officers, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from Client's operation of the Software after Delivery, Client's data, Client's end users, or Client's violation of law or this Agreement.

13. Term and Termination

13.1 This Agreement begins on the Effective Date and continues until the Software is Delivered and the Total Price is paid in full, unless terminated earlier.

13.2 Either Party may terminate for the other Party's material breach not cured within [15] days of written notice. Nonpayment is governed by Sections 3.3 and 5.3.

13.3 On termination before final payment, ownership of the Software does not transfer, and amounts already accrued remain due. Sections 5, 7, 10, 11, 12, and 14 survive termination.

14. General

• Independent contractor. Provider performs as an independent contractor, not an employee, partner, or joint venturer of Client.
• Governing law. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Venue lies in the state or federal courts located in McLennan County, Texas.
• Entire agreement. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions.
• Amendments. Any amendment must be in writing and signed by both Parties.
• Assignment. Neither Party may assign this Agreement without the other's written consent, except Provider may assign in connection with a sale of substantially all its assets.
• Severability. If any provision is unenforceable, the remainder stays in effect.
• Notices. Notices will be sent to the addresses or email addresses the Parties designate in writing.
• Electronic acceptance and counterparts. This Agreement may be executed by handwritten signature or accepted electronically. Each Party agrees that clicking "I Agree" (or a similar affirmation) and submitting identifying information through an acceptance page presented by Provider constitutes that Party's electronic signature and binding acceptance of this Agreement under the U.S. E-SIGN Act and the Texas Uniform Electronic Transactions Act. This Agreement may be executed in counterparts, each of which is an original and all of which together form one instrument.

Acceptance and Signature

Provider. This Agreement is presented by AlliedOne Marketing LLC, a Texas limited liability company, by its authorized representative:

Brandon Thompson, Founder & CEO

AlliedOne Marketing LLC

106 Susan Kay Dr., Lorena, Texas 76655

(254) 845-7149 · brandon@alliedonemarketing.com

Client. By signing below or accepting electronically, the Client agrees to and is bound by this Agreement.

Adkins Legacy LLC

Accepted by: ______________________________

Name: ______________________________

Title: ______________________________

Email: ______________________________

Date: ______________________________

Where accepted electronically, the Client's name, email, acceptance date, and time are recorded at the point of acceptance and constitute the Client's binding electronic signature under the U.S. E-SIGN Act and the Texas Uniform Electronic Transactions Act, in accordance with Section 14.

Each Party is encouraged to have its own legal counsel review this Agreement before signing.

Exhibit A — Specifications

This Exhibit defines the scope of the Software. The detailed feature requirements are those described in the Parties' written correspondence dated June 23–28, 2026 and reflected in the working build hosted on the Base44 platform as of the Effective Date, which are incorporated by reference. In the event of a conflict, this Exhibit controls.

A. In Scope — The Whole Life Helper Application

The Software is a web-based whole life insurance and Infinite Banking management platform comprising the following modules:

1. Portfolio Dashboard. Central view listing all policies with premium, PUA, cash value, available cash value, death benefit, loan balance, and leverage data; automatic portfolio totals (total cash value, cash value remaining, total loans outstanding, portfolio leverage percentage); and visualization charts (cash value by policy, outstanding loans by policy) that update automatically as policy data changes.

2. Policy Management. Add/edit policies via guided form; per-policy detail pages (carrier, policy number, issue and anniversary dates, insured and owner, beneficiaries, premium structure, cash value, death benefit, loan history); illustration handling via PDF upload or manual entry with the ability to update annually; and supporting fields (single-year PUA deposit, multiple beneficiaries, agent information).

3. Monthly Loan Tracker. Per-policy tracking of beginning balance, customizable monthly payment, principal reduction, monthly and cumulative interest, current balance, interest rate, and annual interest due modeled on anniversary-date billing; additional-loan entry mid-year; loan-purpose tagging; payoff projection; multi-year timeline; per-year rate changes; and save capability.

4. Annual Loan Tracker. Multi-decade projection (age, cash value, annual increase, net of loans, annual loan amount, cumulative totals, annual interest, loan balance, rate) for non-direct-recognition policies; custom loan rates by year; pay-interest vs. roll-interest and borrow-to-pay-interest options; custom annual loan draws and repayments; lapse-year highlighting and policy-sustainability warnings; illustration upload/save; and summary metrics.

5. Potential Policy (formerly Policy IRR). Illustration upload or manual input; customizable loan-to-value percentages; per-year loan and repayment customization; and highlighting of cash-on-cash and break-even years.

6. Debt Reduction Model. Debt entry and organization; Snowball, Avalanche, and Cash Flow Index payoff strategies; AI-assisted prioritization and recommendations; debt-free projections; per-debt analysis cards; and a Velocity Banking (line-of-credit consolidation) simulator.

7. Loan Usage Tracker. Separate personal- and business-loan tracking (purpose, amount, start/end dates, duration, repayment, notes).

8. N.A.N.A. (Need A New Agent). User questionnaire that, on completion, is emailed for manual professional matching; homepage entry point; provided as a free service.

9. B.R.T. (Beneficiary Response Team). Beneficiary designation and contact storage; annual check-in emails; death-notification workflow surfacing agent-of-record, trust, and attorney contacts; and authorized professional notifications.

10. Document Generation. User-generated promissory note / promissory loan agreement (PDF).

11. Subscription & Access. Subscription tier structure (including entry and premium tiers and the B.R.T. option); role-based access for administrators, users, and read-only agents assigned to specific policyholders; and a Report-a-Bug feature.

12. Embedded EULA. The End User License Agreement is presented to and accepted by end users within the Software.

B. Delivery

Final delivery is the completed application replicated from the synced GitHub repository and deployed to run on Client's designated domain (or on Provider-hosted infrastructure under Section 4.2), together with GitHub repository access.

C. Out of Scope — Future Enhancements

The following are expressly excluded from this Agreement and, if desired, will be quoted under a separate statement of work per Section 9: the Family Continuity Vault; a Bookstore page and a Resources page (newsletters, podcasts, educational content) to the extent not already delivered; productization of B.R.T. as a separately sold standalone subscription beyond the in-app structure above; additional analytics/reporting charts beyond those delivered; and any feature, integration, or change requested after Acceptance.