REFERRAL AGREEMENT

Channel Partner Referral Agreement

This Channel Partner Referral Agreement (the "Agreement") is entered into between the Company and the Partner identified below, effective as of the Effective Date stated above. The Agreement governs the terms under which the Partner refers prospective clients to the Company in exchange for referral rewards.

1. Parties

Company: Wordforce Inc. (operating as "Brix"), a corporation with its principal place of business at 278 Castro st, Mountain View ("Company" or "Brix").

Partner: Pinxian Du("Partner").

Each a "Party," and collectively the "Parties."

2. Scope of Engagement

2.1 Services Covered.

This Agreement covers Partner referrals for the following Brix service lines:

EOR Services — Cross-border compliant employment, global payroll, and local compliance management.

Staffing Services — Contract staffing and outsourced workforce solutions, where Brix sources, matches, and delivers candidates to client companies.

2.2 Partner Role.

The Partner's primary role under this Agreement is to introduce qualified prospective Client companies (i.e., businesses with hiring or workforce needs) to the Company. While Partner may, at the Company's request and on a case-by-case basis, provide auxiliary support — such as facilitating preliminary discussions, sharing market context, or assisting with introductory candidate-related conversations where appropriate — the Partner is not responsible for, and shall not be deemed to have authority over, the following functions, which are performed exclusively by the Company's internal team:

Final negotiation and execution of commercial terms or contracts on behalf of the Company

Candidate sourcing, screening, matching, and final hiring decisions

Client onboarding, account management, payroll, or compliance operations

2.3 Sub-Agents Prohibited.

Partner shall not engage, appoint, or compensate any sub-agent, sub-broker, downstream intermediary, or third party to perform Partner's obligations under this Agreement without the Company's prior written consent. This restriction is intended to prevent multi-layer intermediation, attribution disputes, anti-bribery exposure, and confidentiality risk.

2.4 Non-Exclusive Relationship.

This Agreement is non-exclusive. Each Party may enter into similar arrangements with third parties, subject to the confidentiality and non-circumvention obligations herein.

3. Referral Rewards

Partner shall be entitled to receive Referral Rewards ("Rewards") for each Qualified Referral, as defined and calculated below. Rewards consist of (i) a Base Referral Reward determined by the tier of the referral, and (ii) where applicable, a Tier-Up Bonus. All Rewards are subject to the Gross Profit Cap set forth in Section 3.5 and the other limitations referenced in the Overarching Limitation notice above.

3.1 Tier Definitions and Base Rewards

Each Qualified Referral is classified into one of five tiers, based on the actual size of the Client engagement achieved during the qualification period. Tier definitions differ between EOR and Staffing services to reflect the different mechanics of revenue recognition in each service line.

3.1.1 EOR Tier Determination — "Active Employees."

For EOR referrals, tier is determined by the cumulative number of employees who are simultaneously (a) actively employed by the Client through the Brix EOR platform, (b) on Brix's active payroll, and (c) for whom Brix has actually collected the corresponding service fees from the Client, at any point during the first three (3) months following Client contract execution. Employees onboarded but not yet active, or terminated within the qualification period, do not count toward tier determination. The high-water mark of active, paid-for employees during the qualification window determines the applicable tier.

3.1.2 Staffing Tier Determination — "Successful 90-Day Placements."

For Staffing referrals, tier is determined by the cumulative number of candidates placed by Brix in connection with the referred Client who have (a) commenced engagement, (b) remained continuously engaged for at least ninety (90) consecutive days from their respective start dates, and (c) for whom Brix has actually collected the corresponding service revenue from the Client (a "Successful 90-Day Placement"). Open positions, signed scopes of work, hiring intent, or candidates terminated prior to the 90-day mark do not count toward tier determination.

3.1.3 Repeat Engagements (Staffing).

Where the same referred Client engages Brix for additional, separately-scoped staffing needs more than six (6) months after the Initial Engagement, such subsequent engagement shall be treated as a new Qualified Referral with its own tier and Reward, provided that all conditions of Section 3.1.2 (including 90-day qualification and Brix collection of service revenue) are independently met for the new engagement.

Independently-Scoped Engagements Within Six Months.

Notwithstanding the foregoing, where, within the six (6)-month window, the referred Client engages Brix for a genuinely distinct project, business unit, or scope of work that (i) is documented in a separate signed SOW or contract, (ii) involves substantially different roles or deliverables from the Initial Engagement, and (iii) is determined by Brix in good faith to represent independent business value, such engagement may, at Brix's reasonable discretion, be treated as a new Qualified Referral. Mere extensions, renewals, headcount increases under the same scope, or replacement placements do not qualify and remain part of the Initial Engagement.

3.2 Tier-Up Bonus

In addition to the Base Reward, Partner shall earn a one-time Tier-Up Bonus upon achieving the cumulative referral milestones below. "Cumulative referrals" means the total number of distinct Qualified Referrals (across both EOR and Staffing services) that have triggered payment under this Agreement.

The Tier-Up Bonus is paid together with the Base Reward of the qualifying milestone referral. Bonuses are cumulative across milestones (e.g., a Partner achieving the 20th milestone will have received a total of $3,000 + $10,000 + $30,000 = $43,000 in Tier-Up Bonuses over the course of the relationship). Tier-Up Bonuses are also subject to the Gross Profit Cap set forth in Section 3.5.

3.3 Trigger and Payment

3.3.1 Trigger Conditions.

Payment of the Base Reward (and any associated Tier-Up Bonus) shall be triggered only when ALL of the following conditions are satisfied:

EOR Services: (i) The referred Client remains an active, paying Brix customer; (ii) the qualifying number of Active Employees (per §3.1.1) has been reached and verified; (iii) Brix has actually collected the corresponding service fees from the Client; AND (iv) the Client has remained an active, paying customer for three (3) consecutive months following contract execution.

Staffing Services: (i) The qualifying number of Successful 90-Day Placements (per §3.1.2) has been reached for the applicable tier; AND (ii) Brix has actually collected the corresponding service revenue from the Client for all such placements.

3.3.2 Payment Timing.

Within thirty (30) business days after (a) all trigger conditions are satisfied, and (b) Partner has submitted to the Company a valid invoice together with any tax documentation reasonably required for compliant payment (e.g., IRS Form W-8 BEN, W-9, or applicable local equivalents for non-U.S. partners), and after application of the Gross Profit Cap (§3.5), withholdings (§3.3.4), set-offs, and any active clawbacks (§5), the Company shall pay the net Reward to Partner via bank transfer to the account designated by Partner. The thirty-business-day payment clock shall not commence until both (a) and (b) above are complete.

3.3.3 Currency.

Rewards are calculated in U.S. Dollars (USD) and may be paid in USD, EUR, GBP, RMB, or other major currencies as mutually agreed in writing between the Parties. Where payment is made in a non-USD currency, conversion shall be at the prevailing market exchange rate on the payment date. Foreign exchange and bank transfer fees, if any, shall be borne by Partner unless otherwise agreed.

3.3.4 Taxes and Withholding.

Partner is solely responsible for all taxes, withholdings, and governmental charges arising from receipt of the Rewards. The Company will issue documentation as legally required and may withhold or deduct amounts where required by applicable law.

3.3.5 Statement of Earnings.

The Company shall provide Partner with a written statement detailing the Reward calculation at the time of each payment, which shall include: (i) referral name and tier; (ii) Base Reward and Tier-Up Bonus (if any); (iii) the applicable Gross Profit Cap calculation under §3.5 and any cap-driven adjustment to the Reward; (iv) any withholdings, set-offs, or clawback adjustments; and (v) the resulting net amount payable.

3.4 Strategic Tier — Custom Compensation

The Parties acknowledge that referrals qualifying as Strategic Tier (EOR: 100+ Active Employees per §3.1.1; Staffing: 20+ Successful 90-Day Placements per §3.1.2) reflect substantial relationship value beyond what standard tier-based rewards can adequately capture.

For each Strategic Tier referral, the Parties shall negotiate in good faith and execute a separate, deal-specific addendum to this Agreement (the "Strategic Addendum") setting forth the bespoke compensation terms applicable to that referral. The Strategic Addendum shall be agreed in writing prior to the Client's contract execution.

Where the Parties do not reach agreement on Strategic Addendum terms before the Client's contract execution, the referral shall default to the Large Tier Base Reward set forth in Section 3.1, and no further Strategic compensation shall be payable in respect of that referral; provided, however, that if, during the qualification period set forth in §3.1.1 or §3.1.2, the referred Client achieves and sustains the Enterprise Tier thresholds (30–99 Active Employees for EOR; 8–19 Successful 90-Day Placements for Staffing) but does not reach the Strategic Tier thresholds, the Partner shall instead be entitled to the Enterprise Tier Base Reward. This conditional fallback ensures Partner is fairly compensated for the actual size of the engagement achieved. All such fallback Rewards remain subject to the Gross Profit Cap and other limitations of this Agreement.

Note: The flexibility of the Strategic Tier is intended to enable both Parties to capture appropriate value for transformative referrals. Partners with high-conviction Strategic-Tier prospects are encouraged to engage the Company early to align on terms.

3.5 Gross Profit Cap

Notwithstanding any Base Reward, Tier-Up Bonus, or Strategic Addendum amount set forth elsewhere in this Agreement, the total Rewards payable to Partner in respect of any single referred Client shall not exceed:

EOR Services: thirty percent (30%) of the net service revenue (excluding all payroll, wage, tax, social benefit, and other pass-through amounts collected from the Client and remitted to or on behalf of employees or government authorities) actually collected by the Company from such Client during the first twelve (12) months following contract execution (the "EOR GP Cap").

Staffing Services: twenty-five percent (25%) of the net service margin (i.e., the Company's take rate or markup, excluding all candidate salaries, wages, taxes, and pass-through amounts) actually collected by the Company from such Client during the first twelve (12) months following the start of the Initial Engagement (the "Staffing GP Cap").

Application.

If the calculated Reward (Base Reward + Tier-Up Bonus + any Strategic Addendum amount) for a given referred Client exceeds the applicable Cap at the time of payment, the actual Reward paid shall be reduced to the Cap amount. The Cap is reassessed at each payment cycle based on the most recent twelve (12)-month collected service revenue. The rationale for this Cap is that EOR payroll pass-through (wages, taxes, statutory benefits) is not Brix revenue and shall not form the basis of Partner Rewards.

Cap True-Up.

Where the Reward initially paid to Partner has been reduced due to the Gross Profit Cap at the original payment date (i.e., because the trailing collected service revenue at that time did not support the full calculated Reward), the Company shall reassess the applicable Cap at (a) six (6) months and (b) twelve (12) months following the Client's contract execution. If additional collected service revenue during each reassessment period would support a higher Cap amount, the Company shall pay Partner the supplemental difference, up to the original calculated Reward, within thirty (30) business days after the relevant reassessment, subject to the same withholdings, set-offs, clawback provisions, and invoice/documentation requirements as the original payment. No true-up payments shall be made beyond the twelve (12)-month reassessment.

Cap Transparency.

The Company shall disclose the applicable Cap calculation in each Statement of Earnings (§3.3.5), so Partner can verify how the Cap, if any, affects the net amount payable. Where a True-Up payment is made, the corresponding Statement shall identify the original Reward, the prior Cap-driven reduction, the updated 12-month collected revenue figure, and the supplemental amount paid.

4. Referral Attribution

4.1 Deal Registration.

Prior to introducing a prospective Client to the Company, Partner shall register the Client by submitting the Client's legal name and primary contact to the Company via email or other channel designated by the Company. The Company shall, within five (5) business days, confirm in writing whether the registration is accepted.

4.2 Pre-Existing Pipeline.

The Company may decline a registration if the Client is already in the Company's active sales pipeline (defined as a Client with whom the Company has had documented commercial communication within the preceding ninety (90) days). The Company shall notify Partner of such pre-existing relationship within the five-business-day registration window.

4.3 Attribution Window.

Once a registration is accepted, Partner shall be entitled to credit for any contract executed between the Company and the registered Client within one hundred twenty (120) days of the registration date. The Company may, in its reasonable discretion, extend this window by up to an additional sixty (60) days for Clients with documented extended sales cycles (e.g., enterprise procurement processes). Contracts executed after the extended window do not qualify, except by mutual written agreement of the Parties.

4.4 Conflict Resolution.

If multiple Partners register the same Client, attribution shall be granted to the Partner whose registration was first accepted in writing by the Company.

4.5 Scope of "Client."

Attribution applies only to the specific legal entity registered. Affiliates, subsidiaries, and parent entities of the registered Client are not automatically covered and must be separately registered to qualify.

5. Clawback and Refund

5.1 If the Client churns, terminates, requests a refund, fails to pay, or amounts otherwise remain uncollected by Brix during the qualifying period, no Reward shall be paid for that referral until and unless collection is achieved.

5.2 If the Client cancels, is granted a refund, disputes payment, initiates a credit-card reversal or chargeback, or if Brix issues a credit memo within sixty (60) days after a Reward has been paid, the Company may set off the corresponding amount against future payments owed to Partner, or invoice Partner for repayment.

5.3 Pro Rata Clawback. Where the refund, credit, chargeback, or uncollected amount represents only a partial reduction of the Client revenue underlying a paid Reward, the Company shall calculate the clawback on a pro rata basis (i.e., proportional to the reduction in collected revenue), not on a full-recovery basis, except in cases of fraud or material misrepresentation.

5.4 Rewards are forfeited in full, and any amounts already paid may be reclaimed in full, where the referral was procured through misrepresentation, breach of confidentiality, unauthorized promises to the Client (§7.1), improper inducement, or violation of Section 7 (Anti-Bribery and Compliance).

6. Term and Termination

6.1 Initial Term.

This Agreement commences on the Effective Date and continues for an initial term of twenty-four (24) months.

6.2 Renewal.

The Agreement automatically renews for successive twelve (12)-month terms unless either Party provides written notice of non-renewal at least sixty (60) days before the then-current expiration date.

6.3 Termination for Convenience.

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

6.4 Termination for Cause.

Either Party may terminate immediately upon material breach by the other Party that remains uncured for fifteen (15) days following written notice.

6.5 Survival of Earned Rewards.

Termination shall not affect Partner's right to receive Rewards for Qualified Referrals registered and accepted prior to the termination date, provided the trigger conditions in Section 3.3.1 are subsequently met. Any Rewards earned (or potentially earnable) post-termination shall remain subject to the Gross Profit Cap (§3.5), Clawback and Refund provisions (§5), and the requirement of Brix's collection of payment. New referrals after termination are not covered by this Agreement. Any executed Strategic Addendum shall survive termination according to its own terms, subject to the same continuing limitations.

7. Obligations of the Parties

7.1 Partner Obligations.

Accurately represent the Company's services and refrain from making warranties, representations, pricing commitments, service scope commitments, or any other promises beyond those authorized in writing by the Company ("unauthorized promises").

Refrain from negotiating final commercial terms, pricing, or contract clauses on the Company's behalf without express written authorization.

Refrain from offering, providing, or facilitating any form of improper inducement, gift, kickback, or undisclosed benefit to any Client representative or third party to influence a business decision.

Maintain the confidentiality of any non-public information regarding the Company, its clients, or its operations.

Comply with all applicable laws, including anti-bribery, anti-corruption (e.g., FCPA, UK Bribery Act), and sanctions regulations.

Refrain from engaging sub-agents, sub-brokers, or downstream intermediaries without the Company's prior written consent (per §2.3).

7.2 Company Obligations.

Provide Partner with reasonable sales collateral, product information, and onboarding support.

Communicate the status of registered referrals in a timely manner.

Pay Rewards in accordance with Section 3 and provide accurate, detailed Statements of Earnings.

Not intentionally circumvent Partner to avoid payment of Rewards otherwise due under this Agreement in respect of registered Clients. For clarity, this restriction does not limit the Company's ability to provide normal account management, customer success, renewal, upselling, or affiliate-program services to registered Clients in the ordinary course of business.

8. General Provisions

8.1 Independent Contractor.

Partner is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the Parties. Partner has no authority to bind the Company or assume any obligation on its behalf.

8.2 Confidentiality.

Each Party agrees to maintain the confidentiality of the other Party's confidential information for the duration of this Agreement and for a period of three (3) years thereafter; provided, however, that information constituting "trade secrets" under applicable law (including, without limitation, customer lists, pricing methodologies, internal financial data, proprietary algorithms, and other competitively sensitive business information) shall remain confidential for so long as such information continues to qualify as a trade secret under applicable law.

8.3 Non-Circumvention.

During the term of this Agreement and for twelve (12) months thereafter, Partner shall not directly or indirectly solicit, divert, or otherwise interfere with the Company's relationship with any accepted, registered Client to provide competing services.

8.4 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws provisions.

8.5 Dispute Resolution.

The Parties shall first attempt to resolve any dispute in good faith through negotiation. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration administered by a mutually agreed arbitral body, with the seat of arbitration in the jurisdiction set forth in Section 8.4.

8.6 Entire Agreement.

This Agreement, together with any executed Strategic Addendum, constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements, whether oral or written.

8.7 Amendment.

Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

8.8 Assignment.

Neither Party may assign this Agreement without the prior written consent of the other, except that the Company may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

8.9 Severability.

If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.

8.10 Notices.

All notices shall be in writing and delivered by email to the addresses designated by each Party, with read receipt or written acknowledgment constituting valid delivery.

9. Signatures

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