Success Fee Agreement

SUCCESS FEE AGREEMENT

This Success Fee Agreement (this "Agreement") supplements the Engagement Agreement between Pre. Operations Inc. ("Pre.") and [COMPANY NAME] ("Company") dated [DATE].

1. PRE.'S COMPENSATION

Pre.'s compensation for the Engagement shall consist solely of a success fee (the "Success Fee") calculated on the basis of measurable value created during the Engagement Period.

There is no retainer, upfront payment, hourly rate, or other fee payable by Company. Pre.'s sole compensation is the Success Fee described herein.

2. VALUE METRICS

The Parties shall agree in writing within five (5) business days of the Engagement start date on the specific value metrics (the "Value Metrics") against which the Success Fee will be calculated.

Value Metrics may include one or more of the following, as agreed: (a) ARR improvement: increase in annual recurring revenue directly attributable to the Engagement; (b) Margin improvement: increase in gross or net margin expressed as annualized dollar value; (c) Cost reduction: reduction in operational costs directly attributable to changes made during the Engagement; (d) Net revenue retention: improvement in NDR percentage points multiplied by existing ARR; (e) Such other metrics as the Parties mutually agree in writing.

All Value Metrics shall be measured against Company's baseline performance at the start of the Engagement Period, as documented in the day 1 diagnostic report.

3. SUCCESS FEE CALCULATION

The Success Fee shall equal: [FEE PERCENTAGE]% of the total measurable improvement across agreed Value Metrics, calculated on an annualized basis.

The Fee Percentage shall be agreed by the Parties and documented in a Schedule A to this Agreement before the Engagement commences.

Example for illustration only: If the Parties agree a 15% Success Fee, and Pre. helps improve ARR by $200,000 and reduce annual operating costs by $50,000, the total value created is $250,000 and the Success Fee would be $37,500.

4. ATTRIBUTION

Value improvements shall only be included in the Success Fee calculation to the extent they are directly and reasonably attributable to work performed by Pre. during the Engagement Period.

Any value improvement that would have occurred independent of Pre.'s engagement, or that is attributable to market conditions, shall be excluded from the calculation.

The Parties shall agree in good faith on attribution. In the event of a dispute, an independent accountant mutually agreed by the Parties shall make a binding determination.

5. MEASUREMENT AND PAYMENT

Value Metrics shall be measured at day 90 of the Engagement Period using Company's financial records and operating data.

Pre. shall deliver a written Success Fee calculation to Company within ten (10) business days of the end of the Engagement Period. Company shall have fifteen (15) business days to review and raise any objections to the calculation in writing.

If no objection is raised within fifteen (15) business days, the calculation shall be deemed accepted and payment shall be due within thirty (30) days. If Company raises a written objection, the Parties shall meet within five (5) business days to resolve the dispute in good faith.

6. NO FEE FOR NO VALUE

If the agreed Value Metrics show no measurable improvement at the end of the Engagement Period, no Success Fee shall be payable. Pre. accepts this risk as a fundamental condition of the Engagement.

7. EXPENSES

Each Party shall bear its own expenses in connection with the Engagement. Pre. shall not charge Company for travel, accommodation, tools, or any other operational expenses without Company's prior written approval.

8. TAXES

Each Party shall be responsible for its own taxes in connection with this Agreement. The Success Fee shall be gross of any taxes owed by Pre.

SCHEDULE A

Fee Percentage: _______%

Agreed Value Metrics: 1. _______________________ 2. _______________________ 3. _______________________

Baseline measurements: 1. _______________________ 2. _______________________ 3. _______________________

SIGNATURES

This document is provided for informational purposes. Pre. recommends all parties obtain independent legal counsel before signing. This template reflects Pre.'s standard terms — specific engagements may require amendments.