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PARTNER REFERRAL AGREEMENT

This Referral Agreement ("Agreement") is made and entered into on January 19, 2026 (the “Effective Date”), by and between Fryburger Consulting, LLC. DBA nReach, with an address of Cincinnati, Ohio, 45226, USA, and , with an address of , (herein referred to as “COMPANY”), collectively referred to as “Parties”.

1. Purpose

The Parties wish to collaborate on referral introductions relating to mergers, acquisitions, and related advisory services for IGPPC LLC. nReach may introduce prospective buyers (“Prospects”) to the M&A Firm.

2. Working Relationship

The Parties acknowledge the following modes of collaboration:

2.1 Mandate

The M&A Firm holds the mandate and nReach sources the Buyer.

3. Referral Ownership & Lookback Period

3.1 Referral Ownership

A referral is considered owned by nReach at the moment nReach sends the email introduction to the M&A Firm that names and introduces the Prospect provided that the Prospect is part of the list of jointly pre-approved parties, which shall be updated from time to time. Removal of parties cannot be retroactive.

3.2 Lookback Period

A referral qualifies for payment if the M&A Firm executes an engagement with the Prospect within twelve (12) months following the date of the email introduction.

3.3 Disclosure Requirements

nReach must provide written or email notice identifying each Prospect. The M&A Firm must disclose any existing pre-relationships that may conflict with referral ownership.

4. Non-Circumvention

The M&A Firm shall not circumvent, bypass, or attempt to avoid payment to nReach for any Prospect introduced under this Agreement. This includes:

Engaging a Prospect directly without acknowledging the referral;
Using information provided by nReach to pursue related parties, affiliates, or successors of the Prospect;
Re-routing communication to avoid triggering referral fees.

This obligation survives termination.

5. Compensation

All fees are calculated on the net commission received by the M&A Firm, minus any software subscription fees required to prepare the Prospect for sale. The M&A commission for IGPPC LLC is 6.5% of the sale price of the business. The M&A Firm is to provide deal closing statements and nReach may review records solely to confirm fee calculations, with confidentiality obligations.

5.1 Fee Structure

Distribution (Buyer Introduced by nReach): 23% of net M&A commission upon payment.

6. Payment Terms

Fees are due within fourteen (14) days after:

(a) the M&A Firm receives payment from the client; and

(b) nReach submits a valid invoice.

Mandatory payment notification within five business days of business sales and receipt of the commission by the M&A Firm. Payments shall be made via bank transfer. Late payment will be charged a 5% monthly interest on the remaining balance after.

7. Non-Solicitation

During the Term and for twelve (12) months thereafter, neither Party shall directly or indirectly:

Solicit or attempt to solicit the other Party’s client contacts introduced under this Agreement;
Solicit or attempt to solicit buyer contacts introduced by the other Party;
Poach or solicit the other Party’s employees, contractors, strategic partners, or established referral partners.

This clause does not prohibit general public recruitment advertising.

8. Confidentiality & Data Protection

All confidential information exchanged shall remain confidential. Neither Party may use the other’s trade names, client lists, intellectual property, or marketing materials without prior written consent.

Data shall be collected and processed only as required for execution of this Agreement and in compliance with applicable U.S. and state privacy laws.

9. Warranties

Each Party represents and warrants that:

It has the full authority and legal right to enter this Agreement.
It will comply with all applicable laws and regulations.
Neither Party will misrepresent its credentials or capabilities to prospects or clients.
nReach warrants it will not misrepresent any Prospect introduction.
The M&A Firm warrants it will not misstate fees, terms, or obligations owed by clients.

10. Limitation of Liability

Neither Party shall be liable for indirect, consequential, special, or punitive damages except to the extent arising directly from that Party’s negligence or material breach.

11. Indemnification

Each Party agrees to indemnify and hold the other harmless from losses, claims, or damages arising from its own negligence, misconduct, or breach of this Agreement.

12. No Warranty of Outcome

Neither Party guarantees that any introduction will result in a mandate, sale, transaction, or compensation of any kind.

13. Term & Termination

This Agreement begins on the Effective Date and remains in effect until December 31, 2026, unless terminated earlier by either Party with written notice.

All obligations relating to payment, confidentiality, audit rights, non-solicitation, non-circumvention, indemnity, limitation of liability, governing law, and dispute resolution survive termination.

14. Dispute Resolution

Any dispute shall be resolved by binding arbitration in Cincinnati, Ohio, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. There shall be one arbitrator with at least ten (10) years of commercial experience. The arbitrator shall interpret but may not modify this Agreement. The Parties waive any right to a jury trial. Each party bears own legal fees unless one party is found in willful breach.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict-of-law principles.

16. Electronic Signatures

Electronic signatures and digital execution (e.g., DocuSign) carry the same legal force as original signatures.

17. Entire Agreement; Amendments

This document represents the entire understanding between the Parties and supersedes all prior agreements. Amendments must be in writing and signed by both Parties.

18. Survival

The following sections survive termination:

Compensation, Payment Terms, Non-Circumvention, Non-Solicitation, Confidentiality, Audit Rights, Indemnification, Limitation of Liability, No Warranty of Outcome, Governing Law, Dispute Resolution, and Electronic Signatures.

ATTENTION! THE PRECEDING TERMS AND CONDITIONS WILL BE LEGALLY BINDING UPON YOUR SIGNATURE OF THIS AGREEMENT. BY SIGNING, YOU ARE REPRESENTING THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR COMPANY'S BEHALF (OR OTHER LEGAL ENTITY). IF YOU DO NOT HAVE SUCH AUTHORITY OR DISAGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN, DO NOT SIGN.

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives as of the Effective Date:

Company Name:

Name:

Title:

Email:

Date: January 19, 2026

and;

Company Name: Fryburger Consulting, LLC. DBA NREACH

Name: Chris Fryburger

Title: Founder

Email: chris@nreach.com

Date: January 19, 2026