INDEPENDENT SALES AGENT AGREEMENT

This INDEPENDENT SALES AGENT AGREEMENT ("Agreement") is entered into as of by and between Express Business Capital, an Idaho LLC, with its principal place of business at 1846 1st St. Ste 220, Idaho Falls, ID 83401, ("EBC," "we," "us," or "our"), and independentprincipal ("Agent," "you," or "your" Collectively, EBC and Agent may be referred to as the "Parties" or individually as a "Party."

WHEREAS, EBC is engaged in the business of providing equipment financing, term loans, working capital, and other financing solutions to businesses ("Services"); and WHEREAS, Agent wishes to act as an independent sales agent to market and sell EBC's Services to prospective clients ("Clients"); and WHEREAS, the Parties desire to establish the terms and conditions under which Agent will perform such services as an independent contractor; NOW, THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:

1.1 Appointment. EBC hereby appoints Agent as a non-exclusive independent sales agent to market and sell the Services to Clients under the terms and conditions of this Agreement. 1.2 Independent Contractor Status. Agent shall act as an independent contractor and not as an employee, partner, or joint venturer of EBC. Nothing in this Agreement shall create any employer- employee relationship, partnership, joint venture, or agency relationship between the Parties. Agent has no authority to bind EBC to any contract or incur any obligations on behalf of EBC. 1.3 Territory and Clients. Agent may market and sell the Services in any territory where EBC operates. EBC may approve or reject any Client introduced by Agent at its sole discretion.

2.1 Marketing and Sales. Agent shall use commercially reasonable efforts to market and sell the Services to prospective Clients. Agent shall submit complete and accurate information about the Client, including credit and financial information, to EBC for each transaction.

2.2 Compliance with Laws. Agent shall comply with all applicable federal, state, and local laws and regulations in the performance of this Agreement, including but not limited to obtaining any necessary licenses or permits. 2.3 Confidentiality and Non-Disclosure. Agent shall treat all information regarding EBC, its Clients, and its operations as confidential ("Confidential Information" Agent shall not disclose or use Confidential Information for any purpose other than performing its obligations under this Agreement. This obligation of confidentiality shall survive the termination of this Agreement indefinitely. 2.4 Non-Solicitation. During the term of this Agreement and for a period of five (5) years following its termination, Agent shall not directly or indirectly solicit, contact, or attempt to do business with any Client, prospect, or referral source that was introduced to EBC by Agent, or with whom EBC had a business relationship during the term of this Agreement. 2.5 Non-Compete. During the term of this Agreement and for a period of five (5) years following its termination, Agent shall not, directly or indirectly, engage in or have any interest in any business that competes with EBC's business in any territory where EBC operates. The detailed terms and conditions ofthe non-compete obligation are set forth in Schedule B: Non-Compete Agreement attached hereto and incorporated by reference.

3.1 Commission. Agent shall earn a commission based on the funded amount for each completed and funded transaction, as outlined in the attached Schedule A: Commission Structure. All commissions shall be paid to Agent via electronic funds transfer within 5 business days of the transaction being funded, unless otherwise noted. 3.2 Clawback. If a Client defaults on their obligations within the clawback period specified in the relevant contract with the lender, funder, or financing partner, Agent shall return the commission earned on that transaction. The clawback period and specific terms shall be determined according to the contract between EBC and the respective lender, funder, or financing partner. Agent will be informed of the applicable clawback terms at the time of Client's default, or at any time Agent requests specific clawback terms. All clawback terms shall be binding. Any amounts owed by Agent due to a clawback shall be withdrawn from Agent's following paycheck(s) until repaid. 3.3 Taxes. Agent is responsible for all federal, state, and local income taxes, as well as any other taxes or fees incurred as a result of their independent contractor status.

4.1 Termination by Either Party. This Agreement may be terminated by either Party at any time with thirty (30) days' written notice to the other Party. However, the non-compete, non-solicitation,

and confidentiality obligations shall survive such termination as specified in Sections 2.3, 2.4, and 2.5. 4.2 Termination for Cause. EBC may terminate this Agreement immediately upon written notice if Agent breaches any material provision of this Agreement, including but not limited to non-compliance with the non-compete or non-solicitation clauses. 4.3 Effect of Termination. Upon termination of this Agreement, Agent shall immediately cease all marketing and sales activities on behalf of EBC and return any Confidential Information in their possession. All commissions earned by the Agent up to the time of termination will be paid by EBC on the next scheduled pay date.

5. REPRESENTATIONS AND WARRANTIES

5.1 Authority. Agent represents and warrants that they have the full power and authority to enter into this Agreement and perform their obligations hereunder. 5.2 Compliance. Agent represents and warrants that all information provided to EBC concerning Clients and transactions is accurate and complete, and that Agent will comply with all applicable laws, regulations, and this Agreement.

Agent shall indemnify, defend, and hold harmless EBC, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Agent's breach of this Agreement or any negligent or wrongful act or omission by Agent.

7.1 Assignment. Agent may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of EBC. EBC may assign its rights and obligations under this Agreement without Agent's consent. 7.2 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance

with the laws of the State of [State], without regard to its conflict of laws principles. Any legal actionor

proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County], [State]. 7.3 Waiver of Jury Trial. The Parties hereby irrevocably waive their right to a trial by jury in any legal action or proceeding arising out of or relating to this Agreement. 7.4 Entire Agreement; Amendment. This Agreement, including Schedules A and B, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral, relating to the subject matter hereof. This Agreement may only be amended in writing signed by both Parties.

7.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in

7.6 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, sent by email, or three (3) business days after being mailed by certified mail, return receipt requested, addressed to the Party at the address provided herein. 7.7 Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed valid as if they were original signatures. IN WITNESS WHEREOF, the Parties hereto have executed this Independent Sales Agent Agreement as

SCHEDULE A: COMMISSION STRUCTURE

This Commission Schedule (this "Schedule") sets forth the terms of payment of compensation under the Independent Sales Agent Agreement (the "Agreement") with Express Business Capital (EBC In the event of any discrepancy between the terms of this Schedule and the Agreement, this Schedule shall prevail. Compensation is subject to change upon amendment of this Schedule pursuant to Section 8

1.1 Self Processed: Upon funding a 'deal' or business loan for a client in which the Agent handled all

paperwork and document processing for the deal, the Agent shall earn a One-Time Lump-Sum Commission. The amount of such One-Time Lump-Sum Commission will be sixty-five percent (65%) of the commission paid to EBC by the partner or funding company. Example: an MCA for $50,000 with a commission of 13 points. The total commission for this deal is $6,500. EBC will pay the Agent 65%, or $4,225.00 to the Agent and EBC will retain $2,275.00. 1.2 EBC Processed: Upon funding a 'deal' or business loan for a client in which EBC's office staff handled the processing of paperwork and documentation of the loan, underwriting and closing, the Agent shall earn a One-Time Lump-Sum Commission. The amount of such One-Time Lump-Sum Commission will be fifty percent (50%) of the commission paid to EBC by the partner or funding

Example: an MCA for $50,000 with a commission of 13 points. The total commission for this deal is $6,500. EBC will pay the Agent 50%, or $3,250.00 to the Agent and EBC will retain $3,250.00.

7.1. If a client referred by the Agent defaults under its funding or loan agreement within the clawback period specified in the contract with the lender or funder, the Agent shall immediately return to EBC all compensation, including all commission and fees received in connection with such defaulted

7.2. If a client terminates or is in default of its obligations under a funding or loan agreement, no further compensation (including Renewal Commission) shall be paid in respect of such client, and the funding amount of such defaulted transaction shall not be counted toward any Bonus Commission in effect at

7.3. If the Agent fails to return any commission as a result of a clawback hereunder, then in accordance with Section 6.4 of the Agreement, and without limiting the Agent's obligation to repay such amounts or any other rights of EBC, EBC may set off the amount of such compensation against other amounts due to the Agent hereunder or terminate the Agent's contract.

8. AMENDMENTS TO COMPENSATION SCHEDULE

8.1. EBC may, in its sole discretion and subject to the terms hereof, amend this Compensation Schedule at any time, subject to the terms and limitations contained herein. 8.2. Any change to this Compensation Schedule must arise from a catalyst wholly outside EBC's control, including but not limited to, a macroeconomic event or industry-wide shift in compensation practices that, absent such change, could materially disrupt EBC's business or threaten its ability to continue as a going concern. EBC may not change this Compensation Schedule indiscriminately or solely for the purpose of improving its margin or increasing its profitability at the expense of or detriment to the Agent. 8.3. In the event of any change hereto, EBC shall provide the Agent with at least thirty (30) days' advance notice prior to such change going into effect, and the Agent shall have the option to terminate the Agreement by providing at least thirty (30) days' advance notice of such termination to EBC.

SCHEDULE C: NON-COMPETE AGREEMENT

NON-COMPETE AGREEMENT ("Non-Compete Agreement") is entered into as of ExpressCapital by

("Agent") as part of the Independent Sales Agent

Agreement dated [Effective Date] ("Agent Agreement"

1.1 Competing Business. For purposes of this Non-Compete Agreement, "Competing Business" means any business that solicits or provides services or products that are directly in competition with the Services offered by EBC, including but not limited to equipment financing, term loans, working capital, or other financial solutions to businesses, within the state of Idaho and the Restricted Territory as

1.2 Restricted Territory. The "Restricted Territory" shall include any geographic area where EBC conducts or has conducted business during the term of the Agent Agreement, and shall specifically include the

1.3 Client. For purposes of this Agreement, "Client" refers to any person or business entity that has been a customer of EBC during the term of the Agent Agreement or with whom EBC has conducted negotiations or provided services in the 12 months preceding the termination of the Agent Agreement. 1.4 Employee. "Employee" shall refer to any current or former employee, agent, or independent contractor of EBC during the term of the Agent Agreement or in the 12 months preceding the termination of the Agent Agreement.

2.1 Non-Compete Obligation. During the term of the Agent Agreement and for a period of five (5) years following the termination of the Agent Agreement for any reason, Agent shall not, directly or indirectly,

(a) Engage in, own, manage, operate, control, participate in, or be connected with any Competing Business, whether as an employee, independent contractor, agent, partner, shareholder, or in any other capacity; (b) Solicit or accept employment or engagement with any business that is a Competing Business; or (c) Own or operate any business providing services similar to or competitive with EBC's services within Idaho, regardless of the form of participation.

2.2 Non-Solicitation of Clients and Employees. In addition to the non-compete obligation, Agent shall not, during the term of the Agent Agreement and for five (5) years following the termination of the Agent Agreement for any reason: (a) Solicit, contact, or attempt to solicit or contact any Clients of EBC for the purpose of providing financial services that are similar to, or competitive with, the Services offered by EBC; (b) Solicit or recruit any Employee of EBC to leave their employment or engagement with EBC to work for a competing business or the Agent's own business. 2.3 Permissible Activities. The Agent shall be permitted to: (a) Work with other lenders or loan brokers, provided they do not engage in any business activities or ownership of businesses that directly compete with EBC in the state of Idaho or solicit EBC's Clients or Employees as defined above.

3.1 Injunctive Relief. Agent acknowledges that any violation of this Non-Compete Agreement will cause irreparable harm to EBC, for which remedies at law will not be adequate. Accordingly, EBC shall be entitled to seek injunctive or other equitable relief to enforce the provisions of this Non-Compete Agreement in any court of competent jurisdiction without the necessity of posting a bond or proving actual damages. 3.2 Damages. In addition to injunctive relief, EBC shall be entitled to recover any damages it incurs as a result of Agent's breach of this Non-Compete Agreement, including but not limited to lost profits and reasonable attorneys' fees. 3.3 Survival. The provisions of this Non-Compete Agreement shall survive the termination of the Agent Agreement.

4.1 Governing Law. This Non-Compete Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles. 4.2 Severability. If any provision of this Non-Compete Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall

continue in full force and effect.

4.3 Amendments. This Non-Compete Agreement may only be amended in writing signed by both

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Compete Agreement as of the