This Broker Agreement (this “Agreement”) is entered into effective the ____ day of May,
20__, between Sequoia Properties, LLP, a Colorado limited liability partnership (“Owner”) and XYZ
Real Estate, Inc., a Delaware corporation (“Broker”).
1. Broker Employed. Broker represents Owner in connection with the potential sale to
ABC Investments, Inc. (together with its successors and assigns, “Purchaser”) of 601 N.W. Loop
410, San Antonio, Texas (the “Property”) situated on land legally described on Exhibit “A” attached
to this Agreement.
The terms "sale" and "sold" as used herein shall include any sale, exchange, transfer or
conveyance of Owner's interest in the Property to Purchaser or its Affiliates (as hereafter defined)
and in the event that the Property is owned by an entity, the sale or transfer of a controlling
interest in such entity to Purchaser or its Affiliate. As used herein, “Affiliate” of a Person shall
mean (i) any other Person that is directly or indirectly (through one or more intermediaries)
controlled by, under common control with, or controlling such Person, or (ii) any other Person in
which such Person has a direct or indirect equity interest constituting at least a majority interest
of the total equity of such other Person. For purposes of this definition, “control” shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of any Person or the power to veto major policy decisions of any Person, whether
through the ownership of voting securities, by contract or otherwise. “Person” shall mean an
individual, a partnership, a limited liability company, a corporation, an association, a joint stock
company, a trust, a joint venture or an unincorporated organization.
2. Broker Compensation. In consideration of Broker’s representation of Owner, Owner
agrees to pay Broker a commission in cash equal to one percent (1%) of the gross sales price paid by
Purchaser (or its Affiliate) for an interest in the Property, without deduction for any prorations,
closing costs, seller financing or other expenses paid by or on behalf of Owner; provided that such
sale occurs within two (2) years following the date hereof (the “Term”).
If an exchange or joint venture is effected in lieu of a sale, a full sales commission shall be paid,
computed on the basis of the type and fair market value of the property contributed to the joint
venture or properties exchanged.
Owner shall pay said commission to Broker if during the Term the Property is sold, transferred or
conveyed by Owner to Purchaser or its Affiliate. Commissions shall be paid through escrow upon
the closing of sales or exchange transactions; absent an escrow, commissions shall be paid upon
recordation of deed or upon delivery of such deed or other instrument of conveyance if recordation is
deferred more than one month thereafter. In the event of a contract or agreement of sale, joint
venture agreement, business opportunity or other transaction not involving the delivery of a deed,
commissions shall be paid upon the mutual execution of the agreement evidencing the transaction.
A commission due following a default by Owner shall be payable as of the date of such default by
Owner hereunder. If there is a failure