Review and Sign the following Mutual Referral Agreement

This Agreement is made and entered into as of this  (the “Effective Date”) by and between ABR Partners, LLC dba shyft (hereinafter referred to as “Affiliate”), having its principal place of business as PO Box 50, Readington NJ 08807 and (hereinafter referred to as “Company”), having its principal place of business at (each a “Party” and, collectively, the “Parties”).

WHEREAS, each of the Parties (each, a “Referring Party”), from time to time, receives requests for their services from existing and prospective clients that may be suitable to the services provided by the other Party (each, a “Referred Party”);

WHEREAS, the Referring Party may decide, in its sole discretion, and on a non-exclusive basis, to refer certain of those requests for services from existing and prospective clients to the Referred Party;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the Parties agree as follows:

Referral Arrangement: Each Referring Party may, from time to time, use its industry relationships and contacts to refer to the Referred Party's existing and/or prospective clients of the Referring Party that may need the Referred Party’s services. In each case, the Referring Party shall notify the Referred Party of the identity of the potential referral in writing. The Referred Party shall promptly notify the Referring Party if the potential referral is (a) an existing client of the Referred Party or (b) a party with whom the Referred Party is having discussions regarding a client relationship. Provided the potential referral is not excluded under (a) or (b) above, the Referred Party may, in its discretion, accept the referral, and, subject to the Referred Party commencing services as provided below, such client shall be deemed a “Referred Client” subject to the provisions set forth herein. The Parties shall agree in writing to the identity of each Referred Client and such referral shall not be perfected unless and until (i) mutually agreed upon in writing by the Parties, and (ii) the Referred Party commences performing services for such Referred Client within twelve (12) months following the date of the original referral.

Compensation Structure: Each business opportunity will be negotiated individually and agreed upon by both the Affiliate and the Referring Party. The standard fee paid to the Referring Party for doing said work is as follows:

Affiliate fees/revenue = 10% of gross revenue for the first year for each referral.

If said client terminates their relationship and agreements with the affiliate before that time, the fee payment to the Referring Party will terminate as governed by the contracts between the Affiliate and the Customer. No referral fees will be paid after one year.

As used herein, “Revenue” shall mean all fees, commissions, mark-ups, compensation, and other sums received by the Referred Party from the Referred Client. For the avoidance of doubt, each Referring Party shall be solely responsible for its own expenses in connection with any referrals hereunder and the Referred Party shall not be obligated to pay or reimburse the

Referring Party for any such expenses or any other sums except as provided in this Section 2.

Payment Terms: Each Referring Party agrees to provide the other with copies of all proposals, agreements, change orders, and final invoices to clients. Each Referring party shall pay directly all due fees within thirty (30) days of receipt of the Customer’s paid invoice statement.

Confidentiality: Each Party shall maintain the strictest confidentiality regarding the transactions and payments provided for herein. As such, neither Party shall disclose to any client (potential, current, or past) or any other third party any of the terms provided for herein. Further, each Party agrees only to disclose the terms described herein to their employees, parent companies, partners, shareholders, and directors on a need-to-know basis only after each has taken the necessary precautions of the kind generally taken with all of such Party’s confidential information to preserve the confidentiality of the information made available to such individuals.

Further, neither Party will disclose to any client (potential, current, or past), person, or any other third party, or use for its own benefit, any information regarding the other Party, their past, present, or prospective clients, ways of doing business, results, employees, officers or stockholders of the other Party, market reports, policies and procedures, information related to processes, technologies or theory and all other information which may be disclosed by such Party hereunder.

Term and Survival: This Agreement shall commence upon the Effective Date above. The terms of Sections 3, 4, 6, 7, and 9 shall survive the termination of this Agreement. Further, notwithstanding any such termination, the Parties will continue to pay each other the applicable percentage of Revenue as outlined in Section 2 above after the termination hereof concerning Referral Clients agreed to in writing before the termination date in accordance with the terms and payment schedule outlined in Section 3.

Indemnification: Each Party shall defend, indemnify and hold harmless the other Party, its parent, subsidiary and affiliated entities, and its and their officers, partners, stockholders, members, directors and employees from and against any and all losses, damages or liabilities (including reasonable attorney’s fees) arising out of or relating to (i) such Party’s relationship with or acts for a Referred Client or (ii) the breach of any representation, warranty or covenant set forth herein.

Books and Records: Each Party agrees that it will keep and maintain true and accurate books and records in accordance with generally accepted accounting practices. During the term of this Agreement and continuing thereafter for a period of two (2) calendar years following the date of final payment to the other Party hereunder, each of the Referring Parties shall have the right to audit and inspect the books of the Referred Party pertaining to Revenue generated from Referred Clients (but no more than once per calendar year) at the Referred Party’s place of business during normal operating hours and upon reasonable prior written notice. All discrepancies shall be satisfied within a reasonable period of time. The costs of the audit shall be borne exclusively by the Referring Party.

Notices: Any written notices to be given hereunder shall be delivered via U.S. Mail, express courier, facsimile with confirmation, or confirmed email, to the addresses set forth above or to such other locations, telephone numbers, and addresses as each of the Parties shall notify the other in writing from time to time.

Governing Law; Arbitration: The Agreement and its enforcement will be governed by the laws of the State of New Jersey, notwithstanding any rules governing choice or conflict of law to the contrary. If a dispute, controversy or claim arises out of or in connection with this Mutual Referral Agreement (a “Dispute”), the disputing Party will provide written notice of such Dispute to the other Party. During the thirty (30) day period commencing on the date written notice is received, the Parties agree to negotiate in good faith to resolve the Dispute (the “Self-Resolution Period”). Any Dispute that the Parties are unable to resolve within the Self-Resolution Period will be resolved in the appropriate state or federal court sitting in Morris County, New Jersey. The Parties hereto submit to the exclusive jurisdiction of the State and Federal courts located in Morris County, New Jersey to resolve any disputes arising hereunder.

Relationship: Each Party’s relationship with the other is that of an independent contractor. Nothing contained herein creates a partnership, joint venture, or similar business relationship between the AFFILIATE and Company. No employee of the Company or the AFFILIATE is or will be considered an employee of the other for any purpose.

Waiver: No waiver shall be implied by the conduct of the Parties. To be effective, a waiver must be in writing and signed by the Party to be charged. The failure of either Party to enforce any of its rights hereunder shall not constitute a waiver of any subsequent or other breaches.

Amendments: This Agreement may only be amended, altered, or modified in writing signed by an authorized officer of the Party against whom enforcement of the modification, change or alteration is sought.

Guarantees: While Affiliate will make commercially reasonable efforts to refer potential clients to Company, it is understood and agreed that Affiliate does not guarantee that the Company will automatically win the work. Both parties acknowledge that the success of any referral is dependent on various factors beyond the Affiliate’s control, including but not limited to the client's decision-making process and the referred party's performance. Therefore, Affiliate shall not be held liable for any outcomes resulting from referrals made under this agreement.

Illegality: Nothing contained herein shall require or constitute the commission of any act, charging of any prices or fees, or the payment of any compensation which is contrary to the laws or policies of the United States or any state. If such a conflict exists between this Agreement and any such law or policy (as determined by an appropriate court or governmental body), the latter will prevail and the term or terms in this Agreement affected will be curtailed to the extent (but only to the extent) necessary to remove such conflict. As so modified, the Agreement shall remain in full force and effect.

Entire Agreement: This Agreement (together with all written confirmations of referrals hereunder) contains all of the terms and provisions of the agreement between the Parties. As such, the language, terms, and conditions replace, supersede, and exclude any and all prior agreements, understandings, negotiations, and discussions, whether oral or written. This writing serves as written confirmation of such and the Parties hereby agree to confirm all referrals in writing.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date first written above.