CIM AMPLIFY MASTER FEE AGREEMENT

This Master Fee Agreement ("Agreement") is entered into by and between CIM Amplify ("CIM Amplify") and the undersigned party ("Recipient"), effective upon Recipient's acceptance of this Agreement during the buyer registration process on the CIM Amplify platform.

1. Scope

Recipient acknowledges that CIM Amplify may introduce Recipient to opportunities to acquire businesses ("Target Companies"). This Agreement governs the payment of success fees to CIM Amplify in the event Recipient completes a transaction involving a Target Company introduced through CIM Amplify.

2. Definition of Introduce, Introduced or Introduction

CIM Amplify is a platform where Recipient is invited to learn about a company for sale. For the purpose of this agreement Introduce, Introduced or Introduction means clicking on "Move to Active" on the CIM Amplify platform.

3. Fee Structure

Recipient agrees to pay CIM Amplify a success fee of 0.5% (50 basis points) of Transaction Value, payable upon the closing of any Transaction. The minimum success fee payable for any Transaction shall be $60,000 USD.

Example: A transaction valued at $22,000,000 USD would result in a success fee of $110,000 USD.

Example: A transaction valued at $10,000,000 USD would result in the minimum success fee of $60,000 USD

Future fee changes: In the event of a future fee adjustment Recipient will be notified via the email address registered with CIM Amplify on Recipient's buyer profile. Current fees can also be found in the FAQ section of the CIM Amplify website at https://www.cimamplify.com/ Any Introduced Target Companies that are "Active" at the time of a fee adjustment will not be subject to said fee change.

Currency Conversion and Payment: If a Transaction is consummated in a currency other than U.S. dollars, the Transaction Value shall be converted into USD using the prevailing exchange rate on the closing date of the Transaction as published by the U.S. Federal Reserve or another reliable financial institution agreed to by CIM Amplify. All fees under this Agreement shall be paid in U.S. dollars.

4. Definition of Transaction Value

"Transaction Value" means the enterprise value of the Target Company as determined at closing, representing the total consideration paid or committed by Recipient at closing, including:

• Cash, securities, and other consideration paid at closing
• Principal amount of promissory notes and deferred payment obligations issued at closing
• Assumption of seller debt and liabilities as agreed in the transaction documents
• Fair market value of seller equity rollover or retained interests
• Net cash and debt of Target Company as of closing (enterprise value basis)
• Non variable earnouts, milestone payments, or other future payments

Transaction Value explicitly excludes:

• Variable earnouts, variable milestone payments, or other contingent future payments
• Working capital adjustments after closing
• Transaction expenses (legal, accounting, due diligence, financing fees)
• Employment or consulting agreements with seller principals entered separately from the acquisition
• Breakup fees or deposits that do not apply toward final purchase price
• Post-closing adjustments

Enterprise Value Calculation: Transaction Value represents the enterprise value paid for the Target Company, calculated as equity value plus assumed net debt, ensuring the fee applies to the full economic value of the business acquired regardless of capital structure.

5. Payment Terms

Fees are due and payable within 30 business days of the closing of any Transaction involving a Target Company introduced by CIM Amplify. Fees not received within the above noted 30 days will be subject to a compounding 2% per 30 days interest charge.

6. Term

This Agreement shall apply to all Transactions consummated within 24 months of introduction by CIM Amplify.

7. Reporting Requirement

Recipient agrees to notify CIM Amplify in writing within 5 business days of closing any transaction involving a Target Company introduced by CIM Amplify. Notice shall include the closing date and Transaction Value. Notices shall be sent via email to [email protected]

8. Acknowledgment

Recipient acknowledges and agrees:

• This Agreement is effective upon registration as a buyer on CIM Amplify;
• After Introduction, the fee applies upon a successful transaction between Recipient and Target Company;
• CIM Amplify is not acting as a broker-dealer and is not providing securities advice;
• Fees are due even if a separate intermediary (e.g., M&A advisor or broker) is involved.

9. Miscellaneous