Broker/Independent Contractor Registration

Terms And Conditions

Broker is in the business of researching, negotiating and obtaining commercial
financing on behalf of third parties for the purchase, refinance or sale of commercial real estate
(“Services”);

WHEREAS, Referring Party may know or acquire individuals or entities interested in
reviewing and acquiring commercial financing for commercial real estate transactions (“Lead(s)”); and

WHEREAS, Referring Party and Broker desire to enter into an arrangement whereby
Referring Party shall send all viable and vetted Leads to Broker and facilitate any and all
negotiations and acquisitions of commercial financing options for all Leads under the terms and obligations set forth in this Agreement;

NOW, THEREFORE, for the consideration hereinafter mentioned and the mutual promises
and agreements herein made, the Parties hereby agree as follows:

1. Referral Alliance. Referring Party shall receive proposed financing terms from potential
Leads and transmit such information to Broker in a timely fashion. Referring Party shall
attempt to obtain all information from the Lead as described in Exhibit A attached hereto and
submit with the Lead’s contact information. Broker will use commercially reasonable efforts
to arrange financing terms for the Lead and communicate with Referring Party and/or the
Lead to secure the requested commercial financing. Referring Party will ensure that the Lead
cooperates with Broker and provides any requested information or documentation is provided
to Broker. Broker shall maintain the right to require a background check and/or credit report
to be issued for the Lead in Broker’s sole discretion and Referring Party shall assist in
obtaining such reports or checks.

2. Fees. The Broker agrees to pay the Referring Party a fee for any loan obtained by a Lead for which the Broker was the procuring cause of the financing (“Fee”). The Fee does not include any point(s) to be paid to the lending institution, closing costs or any point(s) or fees paid to other mortgage consultants for their services. The Fee is fully earned by the Broker when the financing has been approved in writing by the lender and acknowledged in writing to be acceptable to the Lead. The Fee will be remitted to Referring Party once the funds are obtained by the Broker. Broker shall issue a 1099 to the Referring Party for the Fee on an annual basis. Further, the Fee shall be earned and payable once the transaction closes.

3. Lender Fees. The Referring Party understands that a lender may require a cash deposit prior
to issuance and acceptance of a loan commitment. Any such deposits will be collected and
retained by lender, subject to the lender’s policies and procedures.

4. Financing Not Guaranteed. The Referring Party understands and agrees that this
Agreement is not a guarantee and that the proposed financing may not be successfully
completed. If acceptable financing cannot be obtained, the Broker’s obligations shall be
limited to advising the Referring Party and the Lead that the Broker is unable to procure the
proposed financing.

5. Information from Referring Party. The Referring Party agrees to provide or request any
requested information and to execute and deliver the appropriate completed forms that may
be customarily required to secure financing for the Lead.

6. Term of the Agreement. The initial term of this Agreement shall be twelve (12) months and
the Agreement shall automatically renew for successive twelve (12) month periods until the
Agreement is terminated by a Party (“Term”) in accordance with this Section. Either Party
shall be entitled to terminate this Agreement upon thirty (30) days’ written notice, or
immediately upon written notice for cause; however, any and all transactions for Leads
presented to Broker by the Referring Party prior to termination shall remain bound by this
Agreement and all Fee(s) earned for such Lead(s) shall remain due and payable
notwithstanding any termination of this Agreement.

7. Relationship of the Parties. It is understood by the Parties that Broker is an independent
contractor with respect to the Services, and not an employee of a Lead or the Referring Party.
None of the Parties will provide fringe benefits of any kind (including health insurance
benefits, paid vacation, or any other employee benefit) for the benefit of another Party under
this Agreement. All Parties will be responsible for reporting and payment of its own
self-employment taxes, as well as the federal income taxes.

8. Confidentiality. Referring Party understands and agrees that the lender contact information,
potential financing terms and relationship with any proposed lender is the confidential and
proprietary information maintained and owned by the Broker. Any attempt to circumvent the
Broker and solicit funding directly from any lender provided by Broker, either by the
Referring Party or a Lead, shall be considered a material breach of this Agreement. Further,
during the Term of this Agreement and for a period of three (3) years following the
termination of this Agreement, disclosure of any lender contact information, financial terms
or other confidential or proprietary information provided by the Broker, either by the
Referring Party or a Lead, to anyone except a Lead, a Lead’s family member, accountant,
lawyer or financial advisor shall be considered a material breach of this Agreement. The
Parties agree that if the Referring Party violates any of the paragraphs in this Agreement, the
Broker will suffer immediate and irreparable harm that cannot accurately be calculated in
monetary damages. The Parties further agree that the Broker’s remedy at law for any such
breach would be inadequate. Therefore, the Parties agree that the Broker shall be entitled
immediately to temporary or permanent injunctive relief to stop such a violation. This
injunctive relief shall be in addition to any other legal or equitable relief the Broker is entitled
to receive, including consequential, direct and/or punitive damages, reimbursement for all
reasonable attorney’s fees and court costs.

9. Waiver. The waiver of a breach of any provision of this Agreement shall not operate as or be
construed to be a waiver of any subsequent breach of this Agreement. Any waiver shall
operate as a waiver only with respect to the specific matter involved and in no way shall
extend to any further matter.

10. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof and all prior and contemporaneous agreements
between the parties, whether written or oral, are merged herein and shall be of no force or
effect.

11. Amendments. This Agreement cannot be changed, modified or amended except in writing,
signed by the party against whom enforcement of the change, modification, amendment or
waiver is sought.

12. Attorneys’ Fees. In the event either party should bring suit against the other in respect to
any matters provided for in this Agreement, or for interpretation or enforcement of this
Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and
court costs incurred in connection with such suit from the other party.
By checking this box I agree to the terms and conditions. *
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Terms And Conditions
