MASTER FEE AGREEMENT
Please read carefully as this outlines the financial and other terms of your relationship with EFG.
This BROKER FEE AGREEMENT is made by and between EnviroFinance Group, LLC a Delaware limited liability company and its affiliates ("EFG") having an
address of 520 Capitol Mall, Suite 200, Sacramento, California, 95814 and the broker identified in the signature block below ("Broker").
For good and valuable consideration, Broker and EFG (collectively, the "Parties") hereby agree as follows:
1. Broker's Services. During the Term (as defined below) of this Agreement, Broker shall identify lending opportunities to be secured by environmentally
contaminated real property (the "Opportunity" or "Opportunities"). Broker shall perform the following services ("Services") as requested by EFG:
a. Introduce EFG to the owners and/or developers ("Owners") of said Opportunities;
b. Assist EFG in communications and data sharing between EFG and Owners or the agents of Owners;
c. Submit to EFG an underwriting package containing such information as EFG may reasonably request in order to make a lending decision and
d. Provide such additional services as may be reasonably and customarily provided in loan brokerage arrangements of this type.
2. Opportunity Identification Procedures. Broker agrees to present Opportunities to EFG in writing identifying relevant matters including, but not limited
to, location, size, improvements, Owner, the principals of Owner and a brief description of the relationship and any fee arrangements between Broker and
Owner. Within one week after broker's written identification of an Opportunity EFG shall notify Broker in writing (a "Confirmation") that either
a. Broker is approved to pursue the Opportunity on EFG’s behalf,
b. EFG does not wish to pursue the Opportunity or
c. Broker will not be entitled to any compensation from EFG under this Agreement (or otherwise) because the Opportunity has already been
presented to EFG for consideration by someone other than Broker or is otherwise already in process.
The failure of EFG to provide a timely Confirmation shall be deemed a rejection of this Opportunity by EFG.
3. Acknowledgment by Borrower. In order to preserve Broker’s rights to compensation under this Agreement with respect to any particular Opportunity,
Broker agrees to deliver to EFG, within 45 days of EFG's Confirmation pursuant to 2(a) above, a written acknowledgement from Borrower in the form of
Exhibit A. Broker acknowledges that the failure to provide such an acknowledgement from Borrower, or Borrower’s subsequent appointment of another
Broker, will invalidate Broker’s right to receive compensation form EFG with respect to the Opportunity.
4. Fee Protection. In the event that EFG rejects the Opportunity pursuant to 2 (b) above or fails to provide a Confirmation but nonetheless closes a loan
on the Opportunity within 18 months of Broker’s written identification, EFG shall pay the Brokerage Fee to Broker.
5. Compensation. In consideration of the Broker introducing EFG to a particular Opportunity which has been accepted by EFG and performing the Services
with respect to any such accepted Opportunity, EFG agrees to pay Broker a fee (the "Brokerage Fee") equal to 1.0% of the aggregate Loan Amount (as
defined in the loan documents). The Brokerage Fee shall be conditioned upon EFG’s closing of a loan secured by the Opportunity and shall be earned and
payable in cash upon closing of such loan during the term of this Agreement or within 180 calendar days subsequent to the expiration of the term of this
Agreement ("Holdover Transactions"). No Brokerage Fee shall be payable in the event of a failure of the closing of the loan for any reason.
6. Follow‐On Loans. In the event that: (a) this Agreement has not expired or been terminated, and (b) EFG makes an additional loan to the Owners
("Follow‐On Loan") where EFG has already paid a Brokerage Fee hereunder, EFG agrees to pay Broker an additional fee (the "Follow‐On Fee") equal to
1.0% of the aggregate Loan Amount. This Follow‐On Fee shall be reduced by the amount of any fee, compensation, or other amount that EFG is required
to pay to any third party in connection with this Follow‐On Loan. Any extension or restructuring of the original loan shall not be treated as a Follow‐On
Loan and no Follow‐On Fee shall be payable to Broker, or owed by EFG, for any such extension or restructuring of the original loan.
7. Term. The term of this Agreement ("Term") shall commence upon the date indicated in the signature block below ("Effective Date") and shall terminate
upon the earlier of (a) the delivery of written notice by either party to the other terminating this Agreement, or (b) twenty four (24) months from the
date hereof unless renewed by a writing signed by EFG. No such termination shall impair the obligations of EFG with respect to Holdover Transactions.
8. Compliance with Laws; Licenses. a. The Broker hereby represents to EFG that the Broker is, and during the Term of this Agreement will be, in
compliance with, all laws, rules, and regulations including, without limitation, any applicable lending and broker laws, rules and regulations, and that no
consent of any governmental is required to be obtained and no registration or declaration is required to be filed in connection with the performance of
Services hereunder, except for any such consent, approval, or license which has been obtained. b. The Broker holds, and during the Term of this
Agreement shall maintain, all licenses necessary to perform the Services hereunder. Each such license is, and shall remain, in full force and effect during
the Term of this Agreement.
9. Relationship with EFG. In performing the Services, Broker shall not be an agent or employee of EFG and shall not represent itself or hold itself out as an
agent or employee of EFG. Broker shall not make any representations, warranties, covenants, commitments, or agreements for or on behalf of EFG.
Broker shall act as an independent contractor hereunder. EFG shall not be vicariously liable for the acts of Broker. Broker's engagement hereunder is not
exclusive and EFG may have a relationship with employees, or other persons or entities which provide services similar to those provided by Broker
10. Confidentiality. Broker shall, at all times both during and following its engagement by EFG, (i) maintain, preserve, and protect the confidential,
proprietary and trade secret nature of the "Confidential Information," as defined below, whether such Confidential Information relates to business,
technical, financial, or other affairs of EFG and whether such Confidential Information was received by or disclosed to Broker in oral or written form;
and(ii)refrain from using for the benefit of itself or any third party, or disclosing to any third party, any of the Confidential Information without the written
consent of EFG, or for any purpose other than the pursuit of business on behalf of EFG. The term "Confidential Information" as used herein shall mean and
include all information relating to proprietary financing solutions, indemnities and insurance developed by EFG; all information relating to pricing,
financing, business structure, and the internal affairs and relationships of EFG; and all information disclosed to or received by Broker which is specifically
and reasonably identified to it by EFG either orally or in writing as constituting Confidential Information hereunder. Notwithstanding the foregoing, Broker
shall be entitled to disclose Confidential Information to the extent necessary to satisfy the demands of valid legal process and to the extent such
information becomes publicly available through means not involving breach of its obligations hereunder. The violation of the confidentiality above would
cause irreparable harm that may not be adequately calculated or fully remedied by monetary relief. Accordingly, in the event of violation EFG shall be
entitled to seek and obtain injunctive relief in addition to and not in lieu of money damages.
11. Conflicting Interests. If Broker has any ownership interest in the Opportunity, or has any listing, agency or subagency contract with the Owner or the
Owner's under which Broker may be collecting a commission or otherwise receiving payment, Broker shall immediately notify EFG in writing of the facts
regarding Broker's interest in the Opportunity, or Broker's contractual relationship with the Owner or the Owner's agent.
12. Assignment. Neither party shall be entitled to assign this Agreement to any person other than to an affiliate controlled by or under common control
with such assigning party.
520 Capitol Mall, Suite 200 Sacramento, CA 95814 T. 916.326.5225 F. 916.326.5226
13. Alternative Dispute Resolution; Arbitration. Any controversy or claim arising out of or relating to this Agreement will, at the request of any party, be
determined by arbitration in accordance with the Federal Arbitration Act (9 U.S.C. Section 1 et seq.) under the Commercial Rules of the American
Arbitration Association ("AAA"). The AAA will be instructed by either or both to prepare a list of three (3) judges who have retired from the court of
general jurisdiction or higher court in the state of the location of the arbitration. Within 10 days of receipt of the list, each party may strike one name from
the list. The AAA will then appoint the arbitrator remaining on the list. The costs of such arbitrator shall be paid by the losing party. Any controversy in
interpretation or enforcement of this provision or whether a dispute is arbitrable, will be determined by the arbitrator. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction.
14. Notices. Any notice, tender, or delivery to be given under this Agreement by either party to the other may be effected by personal delivery in writing,
by email to EFG@envirofinancegroup.com or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed
communicated as of the third (3rd) day after deposited into the United States postal system. Mailed notices shall be addressed as set forth in the
signature block to this Agreement, but each party may change its address by written notice in accordance with this paragraph.
15. Attorneys' Fees. In the event of arbitration or any other legal proceeding under this Agreement, the parties agree that reasonable attorneys' fees and
costs shall be awarded to the prevailing party.
16. Out‐of‐Pocket Costs. Broker will not obtain or order products or services from outside sources, such as surveys, soils tests, title reports and
engineering studies unless EFG consents to obtaining any such product or services and EFG shall be obligated to pay for any such product or service only if
EFG agrees writing to pay for them when payment is due.
17. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject hereof and any prior agreements
pertaining thereto whether oral or written have been merged and integrated into this Agreement. No subsequent modification of any terms of this
Agreement shall be valid, binding or enforceable unless made in writing and signed by the person against whom enforcement is sought.
18. Counterparts. This Agreement may be executed in counterparts and when each party has executed a copy of this Agreement, such copies taken
together shall be deemed to be a full and complete contract between the parties.
Name (Last, First, Middle): Broker License Number and State:
Company: Company Tax I.D. No.:
Address: Phone Number:
Website: E‐mail Address:
Annual Loan Volume: How did you hear about EFG?
Signature Date Print Name Title
APPROVED & ACCEPTED:
Signature Date Print Name Title
EnviroFinance Group, LLC
Office Use Only
Date Received: Received Via:
BDO Contact: Approval:
520 Capitol Mall, Suite 200 Sacramento, CA 95814 T. 916.326.5225 F. 916.326.5226