FORTALEZA DIGITAL LLC
Proprietary Trading
A Wyoming Limited Liability Company
MASTER PARTICIPATION AGREEMENT
Last Updated: December 23, 2025
This Master Participation Agreement (the "Agreement") governs the relationship between Fortaleza Digital Proprietary Trading LLC, a Wyoming limited liability company ("Fortaleza" or the "Company"), and each individual or business entity applying to become a non-voting participant (the "Participant").
By purchasing one (1) non-voting unit and depositing funds into the Fortaleza Participant capital account, the Participant agrees to be bound by the provisions below.
1. DEFINITIONS
1.1 "Unit" means one (1) non-voting, non-managing membership interest issued by the Company to the Participant.
1.2 "Capital Account" means the internal ledger account maintained by Fortaleza for each Participant showing contributed capital, withdrawals, profits, losses, and fees.
1.3 "KYC/KYB" means Know Your Customer / Know Your Business verification required under applicable law.
1.4 "Trading Platform" means any exchange, brokerage, decentralized protocol, or market interface used by the Company.
1.5 "Participant Deposits" means any funds or cryptocurrencies contributed by the Participant for allocation to their Capital Account.
1.6 "Withdrawal Request" means a request submitted by the Participant to withdraw amounts from their Capital Account, subject to the terms herein.
2. NATURE OF RELATIONSHIP
2.1 Non-Voting or Management Rights. The Participant receives no voting rights, no management authority, and no entitlement to direct trading strategies other than in the Participant’s capital account, regardless of capital contributed.
2.2 Not a Customer Account; Not an Investment Advisory Relationship. The Participant acknowledges and agrees that this is not a brokerage account, cryptocurrency exchange, customer trading account, or managed investment account. The Company conducts proprietary trading and the Participant does not direct trades other than trades in the Participant’s capital account. The Participant's returns, if any, derive from the Participant’s trading activities in their capital account, as well as derived from the Company's trading activities using firm capital or from the partner’s capital account, not from personal investment management.
2.3 No Securities Offering. This Agreement does not constitute an offer or sale of securities. The Participant is purchasing a non-voting membership interest in a proprietary trading firm and is not purchasing shares, equity, or a security requiring registration under U.S. federal or state securities laws.
2.4 Independent Relationship. The Participant is not an employee, agent, partner, or joint venturer of the Company. The Participant has no authority to bind the Company or incur obligations on its behalf.
3. PARTICIPATION PROCESS
3.1 Application and Onboarding. The Participant must complete the Company's application process, including identity verification (KYC/KYB), entity formation documentation (if applicable), and payment of the non-refundable unit purchase price.
3.2 Unit Purchase. The Participant shall purchase one (1) non-voting unit for the price specified by the Company. This unit purchase fee is non-refundable and non-transferable.
3.3 Capital Contribution. After unit purchase, the Participant may deposit funds into their Capital Account. The Company reserves the right to set minimum and maximum contribution limits.
3.4 Acceptance. The Company reserves the right to accept or reject any application or deposit in its sole discretion.
4. CAPITAL ACCOUNT MANAGEMENT
4.1 Allocation of Profits and Losses. The Company shall allocate profits and losses to each Participant's Capital Account based on the Company's proprietary methodology, trading performance, and applicable fees. Allocations are made at the sole discretion of the Company's managing members.
4.2 No Guaranteed Returns. The Participant acknowledges that there are no guaranteed returns, and losses may occur. The Participant may lose some or all of their deposited capital.
4.3 Fees and Expenses. The Company may deduct management fees, performance fees, administrative fees, and any trading-related costs from the Participant's Capital Account as specified in the fee schedule provided separately or incorporated herein.
4.4 Account Statements. The Company will provide periodic account statements showing Capital Account balances, allocations, and fee deductions. Statements are provided for informational purposes and do not constitute investment advice.
5. WITHDRAWALS AND REDEMPTIONS
5.1 Withdrawal Requests. The Participant may submit a Withdrawal Request in accordance with the Company's procedures. Withdrawals are subject to advance notice requirements, processing times, and liquidity constraints.
5.2 Processing Time. The Company shall process approved withdrawals within a reasonable time, typically within 1 to 3 days, depending on market conditions, liquidity, and operational considerations.
5.3 Withdrawal Limitations. The Company reserves the right to limit, delay, or deny withdrawals if: (a) the Participant has outstanding obligations to the Company; (b) the withdrawal would violate applicable law or exchange rules; (c) market conditions or liquidity constraints prevent timely processing; or (d) the Company suspects fraud or breach of this Agreement.
5.4 Partial Withdrawals. The Company may approve partial withdrawals while maintaining the Participant's Unit and remaining Capital Account balance.
6. TRADING OPERATIONS AND DISCRETION
6.1 Proprietary Trading. The Company engages in proprietary trading across various asset classes including cryptocurrencies, digital assets, commodities, equities, derivatives, and other instruments. All trading decisions are made solely by the Company's managing members and authorized traders and the Participant if trading in the Participant’s capital account.
6.2 No Participant Control. The Participant has no right to direct, influence, or control any trading decisions, strategies, risk management protocols, or allocation of capital other than in the Participant’s capital account.
6.3 Risk Disclosure. The Participant acknowledges that trading involves substantial risk of loss. Market volatility, liquidity risks, operational risks, cybersecurity risks, counterparty risks, and regulatory risks may result in partial or total loss of capital.
6.4 No Advice. Nothing in this Agreement or any communication from the Company constitutes investment advice, tax advice, or legal advice. The Participant is encouraged to consult independent advisors.
7. REPRESENTATIONS AND WARRANTIES
7.1 Participant Representations. The Participant represents and warrants that:
(a) They have full legal capacity and authority to enter into this Agreement;
(b) All information provided during onboarding is true, accurate, and complete;
(c) They are not a citizen or resident of any prohibited jurisdiction;
(d) They understand the risks associated with trading and capital loss;
(e) They have sufficient financial resources to bear the loss of their entire capital contribution;
(f) They are not relying on any statements or representations not expressly set forth in this Agreement;
(g) They have consulted legal, tax, and financial advisors as deemed necessary;
(h) All funds deposited are from lawful sources and are free from any encumbrances or claims.
7.2 Company Representations. The Company represents that it is a duly organized Wyoming limited liability company in good standing and has the authority to enter into this Agreement.
8. COMPLIANCE AND REGULATORY MATTERS
8.1 Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF). The Participant agrees to comply with all AML and CTF laws and regulations. The Company reserves the right to freeze, reject, or report any suspicious transactions.
8.2 Tax Reporting. The Participant is solely responsible for determining and paying any taxes arising from their participation. The Company may issue tax forms (e.g., IRS Form K-1) as required by law.
8.3 Regulatory Changes. The Participant acknowledges that regulatory frameworks governing digital assets are evolving. The Company may modify this Agreement or operations to comply with new laws or regulations.
9. CONFIDENTIALITY
9.1 Confidential Information. The Participant agrees to keep confidential all non-public information received from the Company, including trading strategies, performance data, proprietary methods, business operations, and other confidential materials.
9.2 Non-Disclosure. The Participant shall not disclose confidential information to any third party without the Company's prior written consent, except as required by law.
9.3 Survival. The confidentiality obligations survive termination of this Agreement.
10. TERM AND TERMINATION
10.1 Term. This Agreement commences upon the Participant's acceptance and continues until terminated by either party in accordance with this Section.
10.2 Termination by Participant. The Participant may terminate this Agreement by providing written notice and submitting a final Withdrawal Request for their Capital Account balance, subject to the withdrawal terms herein.
10.3 Termination by Company. The Company may terminate this Agreement immediately upon written notice if: (a) the Participant breaches any provision of this Agreement; (b) the Participant engages in fraud, misrepresentation, or illegal activity; (c) the Company determines that continued participation poses legal, regulatory, or operational risks; or (d) the Company ceases operations or dissolves.
10.4 Effect of Termination. Upon termination, the Participant's Unit is cancelled, and the Company shall process the final Capital Account distribution in accordance with Section 5, subject to all applicable deductions, fees, and reserves.
11. INDEMNIFICATION
11.1 Participant Indemnification. The Participant agrees to indemnify, defend, and hold harmless the Company, its managing members, officers, employees, agents, and affiliates from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) the Participant's breach of this Agreement; (b) the Participant's violation of any law or regulation; (c) any misrepresentation or fraud by the Participant; or (d) any claim that the funds deposited were unlawfully obtained.
11.2 Company Indemnification. The Company agrees to indemnify the Participant from claims arising solely from the Company’s gross negligence or willful misconduct to the extent such indemnification is not prohibited by law.
12. LIMITATION OF LIABILITY
12.1 Disclaimer of Consequential Damages. To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, even if advised of the possibility of such damages.
12.2 Liability Cap. The Company's total aggregate liability to the Participant under this Agreement shall not exceed the amount in the Participant's Capital Account at the time the claim arises.
12.3 No Liability for Market Events. The Company shall not be liable for losses resulting from market conditions, exchange failures, regulatory actions, cyberattacks, force majeure events, or other circumstances beyond the Company's reasonable control.
13. DISPUTE RESOLUTION
13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles.
13.2 Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wyoming or remotely via video conference. The arbitrator's decision shall be final and binding.
13.3 Class Action Waiver. The Participant agrees to bring any dispute individually and not as part of any class action, consolidated action, or representative proceeding.
13.4 Attorney's Fees. The prevailing party in any arbitration or litigation shall be entitled to recover reasonable attorneys' fees and costs.
14. GENERAL PROVISIONS
14.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations, whether written or oral.
14.2 Amendments. The Company may amend this Agreement at any time by providing written notice to the Participant. Continued participation after notice of amendment constitutes acceptance of the amended terms. Material amendments may require express written consent.
14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.4 Waiver. No waiver of any provision shall be deemed a waiver of any other provision or subsequent breach.
14.5 Assignment. The Participant may not assign or transfer their rights or obligations under this Agreement without the Company's prior written consent. The Company may assign this Agreement to any successor entity.
14.6 Notices. All notices shall be sent to the email address or mailing address provided by the Participant during onboarding. Notices are effective upon sending.
14.7 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from acts beyond their reasonable control, including natural disasters, war, terrorism, pandemics, government actions, exchange outages, or cyberattacks.
14.8 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and together shall constitute one agreement.
14.9 Survival. Provisions that by their nature should survive termination (including confidentiality, indemnification, limitation of liability, and dispute resolution) shall survive termination of this Agreement.
15. ACKNOWLEDGMENT AND ACCEPTANCE
By purchasing a Unit and depositing funds, the Participant acknowledges that they have read, understood, and agree to be bound by all terms and conditions of this Master Participation Agreement.
PARTICIPANT ACKNOWLEDGMENT:
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FORTALEZA DIGITAL PROPRIETARY TRADING LLC:
Managing Member, Elvio Ciarla