This REFERRAL PARTNER 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 , an independent contractor with a principal address at ("Referral Partner," "you," or "your" Collectively, EBC and Referral Partner may be referred to as the "Parties" or individually as a " P a r t y."

WHEREAS, EBC is engaged in the business of providing equipment financing, term loans, working capital, and other financing solutions to businesses ("Services"); and

WHEREAS, Referral Partner wishes to act as an independent contractor to introduce prospective clients ("Clients") to EBC in exchange for referral commissions; and

WHEREAS, the Parties desire to establish the terms and conditions under which Referral Partner 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 Referral Partner as a non-exclusive independent contractor to refer potential Clients to EBC under the terms and conditions of this Agreement.

1.2 Independent Contractor Status. Referral Partner shall act as an independent contractor and not as an employee, partner, or joint venturer of EBC. Referral Partner has no authority to bind EBC to any contract or incur any obligations on behalf of EBC.

1.3 Territory and Clients. Referral Partner may introduce Clients in any territory where EBC operates. EBC may approve or reject any Client introduced by Referral Partner at its sole discretion.

2.1 Referrals. Referral Partner shall use commercially reasonable efforts to introduce prospective Clients to EBC. Referral Partner will submit complete and accurate information about each Client, including relevant contact and business details.

2.2 Compliance with Laws. Referral Partner 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. Referral Partner shall treat all information regarding EBC, its Clients, and its operations as confidential ("Confidential Information" Referral Partner 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.

2.4 Non-Solicitation. During the term of this Agreement and for a period of five (5) years following its termination, both Referral Partner and EBC shall not directly or indirectly:

(a) Solicit, contact, or attempt to do business with any Client or prospect introduced to either Party by the other, or with whom the other Party had a business relationship during the term of this Agreement, for the purpose of offering financial services similar to those offered by

(b) Solicit, hire, attempt to hire, or recruit any employee, agent, or independent contractor of the other Party, or induce or attempt to induce any such individual to terminate their employment or contractual relationship with the other Party, or to work for any other business or entity, unless agreed to in writing by both Parties.

2.5 Non-Compete. During the term of this Agreement and for a period of five (5) years following its termination, both Referral Partner and EBC shall not directly or indirectly:

(a) Engage in or provide services similar to or competitive with those offered by the other Party in the state of Idaho, or with any Client referred by the Referral Partner to EBC or vice versa.

(b) Own, manage, operate, or control a business that competes with the other Party, or be employed by, consult for, or otherwise assist any business that competes with the other Party in offering financial services similar to those provided by EBC

(c) Engage in any activities designed to divert Clients, prospects, employees, agents, or independent contractors away from the other Party for the purpose of competing with or harming the other Party’s business relationships.

3.1 Commission. Referral Partner shall earn a commission equal to twenty percent (20%) of the total commission earned by EBC on each completed and funded transaction with a

Client referred by Referral Partner. Commissions shall be paid to Referral Partner via electronic funds transfer within 5 business days of the transaction being funded.

3.2 Taxes. Referral Partner 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-solicitation, non compete, 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 Referral Partner breaches any material provision of this Agreement.

4.3 Effect of Termination. Upon termination of this Agreement, Referral Partner shall immediately cease all referral activities on behalf of EBC and return any Confidential Information in their possession. All commissions earned by Referral Partner up to the time of termination will be paid by EBC on the next scheduled pay date.

5. REPRESENTATIONS AND WARRANTIES

5.1 Authority. Referral Partner represents and warrants that they have the full power and authority to enter into this Agreement and perform their obligations hereunder.

5.2 Compliance. Referral Partner represents and warrants that all information provided to EBC concerning Clients is accurate and complete, and that Referral Partner will comply with all applicable laws and regulations in the performance of this Agreement.

Referral Partner 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 Referral Partner’s breach of this Agreement or any negligent or wrongful act or omission by Referral Partner.

7.1 Assignment. Referral Partner 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 Referral Partner’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 Idaho, without regard to its conflict of laws principles.

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 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 full force and effect.

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.

IN WITNESS WHEREOF, the Parties hereto have executed this Referral Partner Agreement as of the Effective Date.

1846 1st St Ste 220 Idaho Falls, ID 83401 888-912-6615 info@expressbizcapital.com

I/we hereby authorize Express Business Capital LLC (hereinafter "the Company") to initiate credit entries to my/our account indicated below for the payment of commissions, bonuses, and any other compensation earned for loans funded through the Company. I/we also authorize the Company to initiate debit entries to my/our account, as necessary, to correct any errors in commission payments or to withdraw funds in the event of chargebacks or any amounts due resulting from client defaults, in accordance with the terms and conditions set forth in the Independent Sales Agent Agreement ("ISA Agreement"

This authorization applies to both regular recurring payments and one-time payments that may arise from time to time. I/we acknowledge and agree that the debit or credit transactions authorized herein will be conducted based upon the terms outlined in the ISA Agreement.

This authorization will remain in effect until I/we notify the Company in writing of its termination, in such time and manner as to afford the Company a reasonable opportunity to act upon it.

Recourse I/we have certain recourse rights if any debit does not comply with this agreement. For example, I/we have the right to receive reimbursement for any ACH that is not authorized or is not consistent with this ACH Agreement. I understand that this authorization will remain in effect until it is canceled in writing and I agree to notify the above business at least 15 days in advance to any changes.

To obtain more information about your recourse rights, you can visit www.nacha.org.

Please attach a void cheque or fill out account details.

, trusted partner for secure bank payments.

Department of the Treasury Internal Revenue Service

Go to www.irs.gov/FormW9 for instructions and the latest information.

Give form to the requester. Do not send to the IRS.

Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.

1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded entity’s name on line 2

3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes.

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):

Exemption from Foreign Account Tax Compliance Act (FATCA) reporting

3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions . Specific Instructions

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN If you do not have a number, see How to get a TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter.

Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification.

New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they