SellSideHQ™ Referral Agreement

1. Referral Relationship

SellSide operates a platform that connects business owners considering a sale of their business with qualified professionals. SellSide may, from time to time, refer business owners ("Client" or "Clients") to Advisor for M&A advisory, accounting, legal, or related professional services.

A "Referred Client" shall mean any individual, business owner or business entity whose contact information or introduction is provided to Advisor by SellSide, whether directly or indirectly, including by written communication, email, platform introduction, telephone, virtual meeting or meeting.

• Advisor is under no obligation to accept any referral.
• Advisor retains sole discretion regarding whether to enter into an engagement with any Referred Client.

2. Known Parties Disclosure

From time to time SellSide may provide Advisor with the identity of a potential Referred Client. If Advisor believes that it had a material business relationship with such person or entity prior to the referral, Advisor shall notify SellSide in writing within five (5) business days after receiving the referral identifying the nature of such prior relationship.

Such notice must include sufficient detail to reasonably demonstrate that:

1. Advisor had an existing professional engagement, or
2. Advisor was actively engaged in substantive discussions regarding services with the identified party prior to the referral made by SellSide.

If Advisor fails to provide written notice within the five (5) business day period, the referred party shall be conclusively deemed a "Referred Client" under this Agreement and the Referral Fee provisions of this Agreement shall apply.

If timely notice is provided, the Parties shall confer in good faith to determine whether the referral fee provisions of this Agreement apply to the identified relationship.

Nothing in this section shall relieve Advisor from paying Referral Fees for any new engagements, expanded engagements, or additional services provided to such an individual or entity after the referral if the referral materially contributed to such engagement.

3. Referral Fee

In consideration for each referral, Advisor agrees to pay SellSide a referral fee (the "Referral Fee") equal to ten percent (10%) of any and all compensation received by Advisor from services provided to a Referred Client, including but not limited to:

1. Monthly fees (e.g., retainer fees or monthly service fees)
2. Project-based compensation (one-off payments)
3. Success fees or transaction fees
4. Equity compensation, contingent compensation, or any other economic benefit received by Advisor in connection with services provided to a Referred Client

Upon request, SellSide may issue an invoice for Referral Fees owed.

The Referral Fee shall apply to all compensation received by Advisor from a Referred Client during the term of the engagement between Advisor and such Referred Client, regardless of when such compensation is earned or paid.

If Advisor enters into any engagement, arrangement, or agreement with a Referred Client, the Referral Fee shall apply to all services and compensation received by Advisor from such Referred Client, including any: extensions of the original engagement, additional or supplemental services, new service agreements, transaction advisory services, financing advisory services, consulting services, or other professional services.

The Referral Fee shall apply regardless of whether such services are contemplated in the initial engagement agreement, provided that the engagement arises directly or indirectly from the relationship introduced by SellSide.

For purposes of calculating the Referral Fee under this Agreement, compensation received by Advisor or any of its affiliates shall be treated as compensation received by Advisor. For purposes of this Agreement, "Affiliate" shall mean any entity or individual that directly or indirectly: controls Advisor, is controlled by Advisor, is under common control with Advisor, or is acting in coordination with Advisor in connection with services provided to a Referred Client.

Compensation received by any Affiliate in connection with services provided to a Referred Client shall be deemed compensation received by Advisor and shall be subject to the Referral Fee.

If Advisor or any Affiliate provides services to a Referred Client in connection with: the sale of a business, a merger or acquisition, a capital raise, a recapitalization, or any other strategic transaction, then the Referral Fee shall apply to any success fee, transaction fee, advisory fee, or other compensation received by Advisor or its Affiliates in connection with such transaction, provided that the engagement arose directly or indirectly from the referral made by SellSide.

The Parties acknowledge that such transaction-related compensation is within the scope of the Referral Fee provisions of this Agreement, even if such compensation is earned months or years after the initial referral.

4. Notification & Transparency

Advisor shall notify SellSide within five (5) business days upon executing an engagement agreement, consulting agreement, or any other agreement for services with a Referred Client that results in compensation for Advisor. Advisor shall provide SellSide with either (1) a copy of the engagement agreement that contains all of the fees that shall be due Advisor or (2) a written summary of the applicable fee structure sufficient for SellSide to calculate the Referral Fee.

5. Invoicing & Payment

Payment of the Referral Fee is due within thirty (30) days of Advisor's receipt of the underlying compensation from the Client.

Advisor shall maintain accurate books and records sufficient to verify compensation received from each Referred Client. Upon reasonable written notice, SellSide may request documentation sufficient to verify calculation of a Referral Fee.

SellSide may issue invoices for Referral Fees owed at any time.

Any unpaid amounts due SellSide shall accrue interest at the rate of one percent (1%) per month or the maximum rate permitted under Virginia law, whichever is lower.

6. Records and Audit Rights

Advisor shall maintain complete and accurate books and records relating to compensation received from any Referred Client for a period of three (3) years following receipt of such compensation.

Upon reasonable written notice, SellSide shall have the right, not more than once per calendar year, to review and audit Advisor's records that are reasonably necessary to verify the calculation and payment of Referral Fees owed under this Agreement. Such audit may be conducted by SellSide or by an independent accountant or auditor designated by SellSide and bound by reasonable confidentiality obligations.

If any audit reveals that Advisor has underpaid Referral Fees by more than five percent (5%) for the period examined, Advisor shall promptly: pay all unpaid Referral Fees owed, pay interest on such unpaid amounts as provided in this Agreement, and reimburse SellSide for the reasonable costs of conducting the audit.

Nothing in this Section shall limit SellSide's right to pursue any other remedies available under this Agreement or applicable law.

7. Confidentiality & Non-Disclosure

Both Parties agree to maintain the confidentiality of all non-public information shared in connection with this Agreement, including but not limited to client identities, fee structures, engagement terms, and business information disclosed during the referral process ("Confidential Information"). Neither Party shall disclose Confidential Information to any third party without the prior written consent of the disclosing Party, except as required by law, regulation, or court order. The obligations of confidentiality under this section shall survive termination of this Agreement for a period of three (3) years.

8. Term & Termination

This Agreement shall be effective as of the date of electronic acceptance and shall remain in effect until terminated by either Party.

Either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party.

Notwithstanding termination, Advisor shall remain obligated to pay Referral Fees to SellSide for any Referred Client introduced during the term of this Agreement. Such obligation shall continue for a period of twenty-four (24) months following termination of this Agreement (the "Tail Period").

Referral Fee duties and obligations shall survive termination with respect to any Client introductions or monies owed SellSide made or accrued during the term of this Agreement.

9. Non-Circumvention

Advisor agrees that it shall not circumvent, avoid, bypass, or obviate SellSide, directly or indirectly, to avoid payment of any Referral Fee for any Client referred by SellSide, whether during the term of this Agreement or thereafter.

Advisor further agrees not to direct a Referred Client to engage Advisor through another entity, affiliate, employee, or intermediary for the purpose of avoiding a Referral Fee due SellSide.

Advisor shall not knowingly assist any Referred Client in structuring an engagement through any affiliate, employee, contractor, or related entity for the purpose of avoiding the Referral Fee. Any such arrangement shall be deemed compensation received by Advisor for purposes of calculating the Referral Fee.

10. Liquidated Damages for Circumvention

The Parties acknowledge that a breach of the Non-Circumvention obligations set forth in this Agreement would cause SellSide substantial harm that would be difficult to quantify with certainty.

Accordingly, if Advisor directly or indirectly circumvents SellSide by engaging in business with a Referred Client without paying the Referral Fee required under this Agreement, Advisor shall pay SellSide, as liquidated damages and not as a penalty, an amount equal to:

1. the Referral Fee that would have been payable to SellSide under this Agreement, plus
2. an additional amount equal to one hundred percent (100%) of such unpaid Referral Fee.

The Parties agree that this liquidated damages provision represents a reasonable estimate of the damages likely to result from such breach and is intended to compensate SellSide for lost opportunities, monitoring costs, and the difficulty of calculating actual damages.

Payment of liquidated damages shall not limit SellSide's right to seek injunctive relief, attorneys' fees, or other remedies available under this Agreement or applicable law.

11. Independent Contractor

Advisor is an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between the Parties.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

The Parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within the Commonwealth of Virginia, and the Parties hereby consent to the personal jurisdiction of such courts.

In any action or proceeding arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

13. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, negotiations, or agreements relating to such subject matter.

This Agreement may be amended only by a written agreement signed by both Parties.

14. Electronic Acceptance

By subscribing to the SellSideHQ Referral Network and accepting this Agreement, you acknowledge that this constitutes a legally binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA), and that you intend to be bound by the terms of this Agreement.