1. Term. The term of this Agreement shall begin on the date submitted (the “Effective Date”) and shall end on a date which is one (1) year following the Effective Date (hereinafter referred to as the “Term”), which Term will be automatically renewed by the parties for successive one year terms, subject to termination by either party on the terms set forth herein

2. Referral Fee Arrangement. Referring Party, from time to time, at Referring Party’s option, may refer certain investor and/or commercial loan transactions to LoanTap. LoanTap shall originate and attempt to secure the customer’s financing. The amount of the origination fee charged the referred customer/borrower shall be determined exclusively by agreement between LoanTap and the customer/borrower.

Referring Party shall receive a referral fee based on the referral of new customers/borrowers who close transactions financed by mortgage loans originated by LoanTap, according to the following schedule:

• 25% of origination fee for 1st closed transaction and 2nd closed transaction
• 30% of origination fee for 3rd and subsequent closed transactions
• 35% of origination fee for 6th and subsequent closed transactions

The terms "2nd closed transaction" and "subsequent closed transactions" as used above mean closed transactions after the 1st closed transaction that involve a new/unique customer/borrower. Referring Party will not receive a referral fee under this Agreement for multiple transactions closed by the same customer/borrower. The referral fee shall be paid by LoanTap to Referring Party within five (5) business days of LoanTap receiving the origination fee from a closed loan transaction. The referral fee is payable to Referring Party solely on a pay when paid basis, only after LoanTap receives the origination fee.

The referral fee percentage will not include a percentage of reimbursements paid to LoanTap for out-of-pocket costs incurred by LoanTap during the financing process, or a percentage of any yield spread premium paid to LoanTap. Fifty percent (50%) of any loan processing fee incurred by LoanTap will be deducted from the referral fee.

LoanTap is not responsible to Referring Party for any failure of a loan to close, including due to any error or omission by LoanTap or any by lender or processor chosen by LoanTap to finance or process the loan transaction.

3. Cooperation. Each party shall cooperate with the other in good faith toward the best interest of the customer/borrower and toward the successful closing of each commercial loan transaction.

4. Non-Communication. Referring Party understands and agrees that any and all communications with LoanTap’s banks, individual investor lenders, and private or public funders that may participate in a commercial loan transaction, and loan closing processors, will be by LoanTap, and that these parties shall not be contacted by Referring Party.

5. "Termination. Subject to the respective continuing obligations of the parties hereto, including, without limitation, those set forth in Paragraphs 12 and 13, hereof, either party, by providing thirty (30) days prior written notice to the other (as provided for notices herein), may terminate this Agreement for any cause or for no cause. Upon a termination of this Agreement as provided herein, the terms of this Agreement shall be of no further force or effect; provided, however, that the terms of Paragraphs 12 and 13 shall survive any termination or expiration of this Agreement as set forth therein. Additionally, Referring Party shall be entitled to a referral fee, as provided herein, for any commercial loan transactions referred to LoanTap during the term of this Agreement, as long as the loan closes within six months from the termination of this Agreement.

6. Notices. The parties agree that all notices under this Agreement shall be made via email: A. to the Referring Party at the email address provided by the Referring Party at the time the Referring Party accepts these Referral Fee Terms and Conditions; B. to LoanTap at [email protected]; or as updated by written notice. Notice shall be deemed delivered upon the sender’s transmission of the email. For purposes of this Agreement, a copy of the sent email, including its timestamp and recipient address, shall constitute conclusive proof of delivery. Each party bears the responsibility to notify the other in writing of any change to their designated email address.

7. Governing Law and Venue. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of Florida without giving effect to the conflicts of laws principles thereof. Any lawsuit shall be brought exclusively in a state court of proper jurisdiction in Miami-Dade County, Florida.

8. Modification. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by both LoanTap and Referring Party. No waiver by either party of any breach by the other party, or of compliance with any condition or provision of this Agreement, shall be deemed a waiver of dissimilar provisions or conditions at the same or any prior or subsequent time.

9. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction governing a commercial loan transaction will, as to such commercial loan transaction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. In the event that any provision of this Agreement should ever be deemed to be invalid, then such provision shall be deemed reformed to the maximum extent permitted by applicable law.

10. Assignment. This Agreement is personal in nature and neither party hereto shall, without consent of the other, assign or transfer this Agreement or any rights or obligations hereunder. Without limiting the foregoing, Referring Party’s right to receive referral fees hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by a will or by the laws of descent or distribution. In the event of any assignment or transfer contrary to this Paragraph, LoanTap shall have no liability to pay any amounts assigned or transferred.

11. No Partnership or Employment Agreement. The rights accruing to Referring Party hereunder shall be solely those of an unsecured creditor of LoanTap. This Agreement shall not be deemed to create a partnership or joint venture between LoanTap and Referring Party. Referring Party shall be solely responsible for its own taxes due on any referral fees paid to it by LoanTap. Insight Finance Group LLC dba LoanTap shall issue an IRS Form 1099 for payments made under this Agreement when required by law.

12. No Disparagement. In the event of any dispute or disagreement between the parties, the parties shall conduct themselves as professionals and neither party shall communicate any negative opinions about the other or about the other party’s services or owners. This provision shall be enforceable by either party by resort to injunctive relief in the venue designated herein.

13. Confidentiality. Each party shall keep confidential from any third party all Confidential Information received from the other during the course of this Agreement. Confidential Information shall include either party’s existing or prospective customer lists, financing sources, pricing information, promotional plans and materials, and other information and documents in any form (collectively, the “Confidential Information”). Each party may disclose all or any part of such Confidential Information to any of its directors, officers, employees, agents, attorneys, or representatives on a need-to-know basis relating solely to services to be rendered to the customers during the term of this Agreement. Each party shall instruct each person receiving the Confidential Information of the confidential nature of such information, and each party shall be responsible to the other party to obtain a commitment from such persons to whom they disclose such information that they too will be bound by this Agreement. Failure to comply with this paragraph shall subject the noncomplying party to: (i) an action for damages caused by such non-compliance, (ii) temporary and permanent injunctive relief to restrain noncompliance, and (iii) attorney’s fees and costs of the party seeking such relief.

14. Consent. Referring Party acknowledges and agrees that they have carefully read each of the terms and conditions of this Agreement and understands its contents, and that Referring Party consents to these Referral Fee Terms and Conditions as their own free act and deed.

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