Client Profile and Consulting Agreement

THIS FINANCIAL PLANNING AND CONSULTING AGREEMENT ("Agreement"), is entered into between Vicus Capital, Inc., a Pennsylvania Business Corporation and a Registered Investment Advisor with the U.S. Securities and Exchange Commission located at 476 Rolling Ridge Drive, Suite 315, State College, PA 16801, herein referred to as ("ADVISOR"), and the undersigned client(s) ("CLIENT"

1. Financial Planning/Consulting Service(s)

The ADVISOR shall provide CLIENT with the financial planning and/or consulting services as designated by the CLIENT on the annexed Schedule "A." ADVISOR's recommendations (i.e. investments, estate planning, retirement planning, taxes, insurance, etc shall be discussed by the ADVISOR with the CLIENT and may be implemented, at CLIENT's sole discretion, with the corresponding professional advisors (i.e. broker, accountant, attorney, etc of CLIENT's choosing. CLIENT acknowledges that in respect to estate planning matters, ADVISOR's role shall be that of a facilitator between the CLIENT and his/her/its corresponding professional advisors. No portion of ADVISOR's services should be interpreted as legal or accounting advice. The CLIENT should defer to his/her/its attorney or accountant.

The current estimated charge and payment terms for the initial financial planning and/or consulting services designated by the CLIENT is set forth on the annexed Schedule "A." If the CLIENT terminates, in writing, ADVISOR's financial planning services, the balance, if any, of ADVISOR's financial planning fee shall be paid by the CLIENT, including the fee due for services rendered by the ADVISOR but not previously invoiced to the CLIENT. In the alternative, if the CLIENT has prepaid any portion of the ADVISOR's fee, the balance, if any, of any unused portion of ADVISOR's fee shall be refunded to the CLIENT. In addition to ADVISOR's fee, the CLIENT shall be responsible for reimbursement of all out-of-pocket expenses reasonably incurred by the ADVISOR in furtherance of the services to be provided under this Agreement.

Upon completion of the services designated on Schedule "A," ADVISOR's initial engagement and corresponding responsibilities/obligations shall have concluded. In the event CLIENT's financial situation or objectives change, CLIENT may engage ADVISOR to review its previous services and/or recommendations, and/or to provide other consulting services. Any such additional services shall be provided at ADVISOR's then current hourly rate or some other mutually agreeable fee arrangement.

2. Investment Advisor Representative "IAR" of VICUS CAPITAL

The below listed individual(s) is(are) an authorized Investment Advisor Representative(s) (IAR) of ADVISOR. Acting on behalf of ADVISOR, the IAR(s) will gather client information, consult, evaluate and discuss with CLIENT recommendations that are in accordance with the objectives, needs and goals of CLIENT.

3. Scope of Engagement

(a) The CLIENT agrees to provide information and/or documentation requested by ADVISOR in furtherance of this Agreement as pertains to CLIENT's objectives, needs and goals, and to keep ADVISOR/IAR informed of any changes regarding same. The CLIENT acknowledges that ADVISOR/IAR cannot adequately perform its services for the CLIENT unless the CLIENT diligently performs his/her/its responsibilities under this Agreement. ADVISOR shall not be required to verify any information obtained from the CLIENT, CLIENT's attorney, accountant or other professionals, and is expressly authorized to rely thereon. The CLIENT is free at all times to accept or reject any recommendation from ADVISOR/IAR, and the CLIENT acknowledges that he/she/it has the sole authority with regard to the implementation, acceptance, or rejection of any recommendation or advice from ADVISOR;

(b) CLIENT authorizes ADVISOR to respond to inquiries from, and communicate and share information with, CLIENT's attorney, accountant and other professionals to the extent necessary in furtherance of ADVISOR's services under this Agreement;

(c) The CLIENT is free to obtain legal, accounting, and brokerage services from any professional source to implement the recommendations of ADVISOR/ IAR. CLIENT will retain absolute discretion over all implementation decisions;

(d) The CLIENT maintains sole responsibility to notify the ADVISOR if there is a change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising ADVISOR/IAR's previous recommendations and/or services; and (e) ADVISOR/IAR'S financial planning and consulting services pursuant to this Agreement do not include investment implementation, supervisory, or management, nor the regular review or monitoring of a CLIENT's investment portfolio. In the event the client desires that ADVISOR provide investment supervisory or management services, such engagement shall be set forth in a separate Investment Advisory Agreement between ADVISOR and the CLIENT, for which services ADVISOR shall be paid a separate and additional fee.

4. Investment Consulting

To the extent specifically designated by the CLIENT on the annexed Schedule "A", the ADVISOR/IAR may provide the CLIENT with portfolio review and non-discretionary investment consulting services. If so designated, the ADVISOR shall review the CLIENT's existing investment portfolio, and then provide corresponding investment recommendations and advice consistent with the CLIENT's designated investment objective(s), all of which recommendations and advice shall be based exclusively upon the information provided to the ADVISOR by the CLIENT. In the event that a CLIENT's personal/financial situation or investment objective(s) change, it is the CLIENT's responsibility to notify the ADVISOR accordingly for the purpose of the ADVISOR reviewing/ evaluating/revising previous recommendations, which follow-up services could be subject to an additional mutually agreed upon fixed-fee or an hourly rate charge. The CLIENT maintains absolute discretion as to whether or not to accept any of the ADVISOR's investment recommendations. ADVISOR's investment consulting service is generally intended to provide limited investment advice to those individuals who do not wish to engage the ADVISOR for comprehensive ongoing investment advisory services. The ADVISOR's investment consulting service does not include investment implementation nor ongoing investment supervision unless otherwise stated. Should the CLIENT desire comprehensive investment advisory services, the CLIENT may engage the ADVISOR to provide same. The CLIENT acknowledges that past performance may not be indicative of future results and understands that the future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended by the ADVISOR) may not be profitable or equal historical performance level(s In the event that the ADVISOR is requested to provide consulting services with respect to a retirement plan sponsored by the CLIENT's employer, the CLIENT acknowledges that the ADVISOR's recommendations shall be limited to the investment alternatives provided by the retirement plan. If the ADVISOR provides such service, the ADVISOR's authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan.

5. Investment/Insurance Implementation (Commission Basis)

In the event the CLIENT desires, CLIENT can engage the ADVISOR (and/or its Principals and Associated Persons) to implement investment and/or insurance recommendations as more fully discussed in ADVISOR's Disclosure Statement (see Item #8 below In the event the CLIENT desires to implement investment recommendations on a non-discretionary commission basis, the CLIENT can engage the ADVISOR's Principals and/or Associated Person(s), in their respective individual capacities as registered representatives of a Broker Dealer, to implement investment recommendations on a commission basis. In the event the CLIENT chooses to implement by purchasing investment products through the ADVISOR's Principals and/ or Associated Person(s), in their respective individual capacities as registered representatives of a Broker Dealer, brokerage commissions will be charged by Broker Dealer to effect securities transactions, a portion of which commissions shall be paid by Broker Dealer to ADVISOR's Principals and/or Associated Person(s), as applicable. Prior to effecting any transactions, the CLIENT will be required to enter into an account agreement with the Broker Dealer. The brokerage commissions charged by Broker Dealer may be higher or lower than those charged by other broker-dealers.

6. Investment Risk/No Guarantee

The CLIENT acknowledges and accepts that investments have varying degrees of financial risk and that there can be no guarantee that any investment will be profitable. The CLIENT further acknowledges that ADVISOR shall not be responsible for any adverse financial consequences to CLIENT's investment assets: (1) if such investments were consistent with the CLIENT's designated investment objectives; or, (2) resulting from the investment decisions (or any other errors, actions or omissions) made by the CLIENT's other investment advisors, including, but not limited to, those investment professionals that have discretionary authority over all or a portion of the CLIENT's assets.

7. Termination

This Agreement shall remain in effect until terminated in writing by either party.

8. Disclosure Statement

CLIENT hereby acknowledges prior receipt of a copy of the Disclosure Statement or ADV Part 2A. CLIENT further acknowledges that CLIENT has had a reasonable opportunity to review said Disclosure Statement or ADV Part 2A, and to discuss the contents of same with professionals of CLIENT's choosing, prior to the execution of this Agreement. If CLIENT has not received a copy of ADVISOR's Disclosure Statement at least 48 hours prior to execution of this Agreement, CLIENT shall have 5 business days from the date of execution of this Agreement to terminate ADVISOR's services without penalty.

9. ADVISOR Liability

The ADVISOR shall only be responsible for those services that the CLIENT has specifically designated to be the subject of the ADVISOR's services under this Agreement. The ADVISOR, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision or loss in connection with this Agreement. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

10. Assignment

This Agreement may not be assigned by either the CLIENT or the ADVISOR without the prior consent of the other party. The CLIENT acknowledges and agrees that transactions that do not result in a change of actual control or management of the ADVISOR shall not be considered an assignment.

11. Arbitration

Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute pertaining to ADVISOR's services under this Agreement, both ADVISOR and CLIENT agree to submit the dispute to arbitration in accordance with the auspices and rules of the American Arbitration Association ("AAA"), provided that the AAA accepts jurisdiction. ADVISOR and CLIENT understand that such arbitration shall be final and binding, and that by agreeing to arbitration, both ADVISOR and CLIENT are waiving their respective rights to seek remedies in court, including the right to a jury trial. CLIENT acknowledges that he/she/it has had a reasonable opportunity to review and consider this arbitration provision priorto the execution of this Agreement. CLIENT acknowledges and agrees that in the specific event of non-payment of any portion of ADVISOR's fee pursuant to this Agreement, ADVISOR, in addition to the aforementioned arbitration remedy, shall be free to pursue all other legal remedies available to it under law, and shall be entitled to reimbursement of reasonable attorneys' fees and other costs of collection.

12. Amendments

The ADVISOR may amend this Agreement upon written notification to the CLIENT. Unless the CLIENT notifies the ADVISOR to the contrary, in writing, the amendment shall become effective thirty (30) days from the date of mailing.

13. Confidentiality - Privacy

ADVISOR, during the course of discharging its duties under this Agreement, may come into possession of private, non-public information concerning CLIENT. CLIENT acknowledges and consents to the ADVISOR using third-party services to collect, store, and analyze CLIENT'S private, non-public information in order to execute these duties. 

All information and advice furnished by either party to the other, including their agents and employees, shall be treated as confidential in accordance with Vicus Capital's Client Privacy Statement. CLIENT hereby acknowledges receipt of a copy of the Privacy Statement of ADVISOR. Client hereby directs that copies of any reports prepared be delivered to address or email address on record as listed at the beginning of this document.

14. Applicable Law/Venue

This Agreement supersedes and replaces, in its entirety, all previous financial planning agreement(s) between the parties. To the extent not inconsistent with applicable law, this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. In addition, to the extent not inconsistent with applicable law, the venue (i.e. location) for the resolution of any dispute or controversy between ADVISOR and CLIENT shall be the County of Centre, Commonwealth of Pennsylvania.

15. Fiduciary Obligation

When ADVISOR and IAR ("We") provide investment advice to CLIENT ("you" and "your") regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours.

Under this special rule's provisions, we must:

• Meet a professional standard of care when making investment recommendations;
• Never put our financial interests ahead of yours when making recommendations;
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest.

16. Electronic Delivery

The CLIENT authorizes the ADVISOR to deliver, and the CLIENT agrees to accept, all required regulatory notices and disclosures via electronic mail and/or via the ADVISOR'S internet web site, as well as all other correspondence from the ADVISOR. ADVISOR shall have completed all delivery requirements upon the forwarding of such document, disclosure, notice and/or correspondence to the CLIENT's last provided email address (or upon advising the CLIENT via email that such document is available on the ADVISOR's website

17. Authority

The CLIENT acknowledges that he/she/they have all requisite legal authority to execute this Agreement. The CLIENT correspondingly agrees to immediately notify the ADVISOR, in writing, in the event that this representation should change.

18. Confirmation and Signatures:

By executing the following, CLIENT represents:

• All information is true and accurate and that I/we will notify Vicus Capital in writing immediately if there is any material change in the information that has been provided.

For Advisor: Vicus Capital, Inc.

By:

Eric K. Dare, President and CEO

For Client: (if Client is a fiduciary or corporation, note the office or title of signer)

By:

CONSULTING FEE SCHEDULE: Select an Option Below

Fee Type: Option 1: One-Time Fee

Option 2: Subcription Fee

Option 3: One-Time Plan Creation + Ongoing Fee

The ADVISOR/IAR shall provide only the services related to the CLIENT.

IF SUBMITTING PAYMENT BY CHECK, CHECKS MUST BE MADE PAYABLE TO VICUS CAPITAL.

Confirmation and Signatures By signing below, Client agrees to the Fee Schedule as listed above.

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