Commercial Mortgage Fee Agreement

1. Parties

This Commercial Mortgage Fee Agreement ("Agreement") is entered into as of May 8, 2026 ("Effective Date"), by and between:

Broker and Client are each referred to herein individually as a "Party" and collectively as the "Parties."

2. Engagement of Broker

Client hereby engages Broker on a non-exclusive basis, subject to Section 8 below, to act as Client's commercial mortgage broker in connection with the proposed financing described as follows ("Loan Transaction"):

Client acknowledges that the requested loan amount is an estimate only and that the final loan amount will be determined by the lender(s) Broker identifies, subject to appraisal, underwriting, and lender approval.

3. Broker's Services

Broker agrees to use commercially reasonable efforts to:

• Evaluate Client's financing needs and the subject property's eligibility for commercial loan programs;
• Source, identify, and present suitable commercial lending opportunities from Broker's network of institutional lenders, private lenders, bridge lenders, and capital market contacts;
• Prepare and present a loan submission package on Client's behalf;
• Negotiate loan terms, including rate, term, amortization, prepayment, and fee structures, on Client's behalf;
• Coordinate with lenders, underwriters, legal counsel, title companies, and other third parties as required to facilitate the Loan Transaction;
• Provide guidance and status updates to Client throughout the loan process through closing.

Broker's services are limited to mortgage brokerage. Broker does not provide legal, tax, accounting, investment, or financial planning advice. Client is encouraged to seek independent legal and tax counsel in connection with the Loan Transaction.

4. Broker Compensation

In consideration of Broker's services, Client agrees to pay Broker a fee ("Broker Fee") equal to 1.00% of the total funded loan amount ("Broker Fee").

The Broker Fee shall be earned upon Broker's procurement of a written loan commitment from a lender on terms acceptable to Client (as evidenced by Client's execution of a term sheet, commitment letter, or loan agreement), and shall be due and payable at loan closing.

The Broker Fee may be paid by Client directly, collected from loan proceeds at closing, or paid by the lender (lender-paid compensation), in each case as permitted by applicable law. If lender pays the Broker Fee in full, Client shall have no further obligation to pay a Broker Fee under this Agreement with respect to that specific Loan Transaction.

In addition to the Broker Fee, Client shall be responsible for all third-party costs incurred in connection with the Loan Transaction, including but not limited to appraisal fees, environmental report fees, title and escrow fees, legal fees, lender origination fees, and recording fees. These costs are separate from and not included in the Broker Fee.

5. Tail / Broker Protection Period

If, within 90 calendar days following the expiration or termination of this Agreement, Client consummates a Loan Transaction with any lender introduced to Client by Broker during the term of this Agreement ("Broker-Introduced Lender"), Client shall pay Broker the full Broker Fee as if this Agreement were still in effect. Broker shall provide Client with a written list of Broker-Introduced Lenders upon request or at the time of termination.

6. Client's Obligations

Client agrees to:

• Provide complete, accurate, and timely information and documentation as reasonably requested by Broker or any lender, including but not limited to financial statements, tax returns, rent rolls, property operating statements, entity formation documents, and personal financial statements;
• Promptly notify Broker of any material changes to Client's financial condition, the subject property, or the proposed Loan Transaction;
• Not directly contact, negotiate with, or submit applications to any lender introduced by Broker without Broker's prior written consent during the term of this Agreement;
• Respond promptly to information requests from Broker, lenders, and other third parties to avoid delays in the loan process;
• Cooperate in good faith throughout the transaction process.

7. Client's Representations and Warranties

Client represents and warrants to Broker that:

• All information and documents provided to Broker and any lender are and will be accurate, complete, and not misleading in any material respect;
• Client has full authority to enter into this Agreement and to consummate the Loan Transaction;
• If Client is an entity, this Agreement has been duly authorized, executed, and delivered by an authorized representative of such entity;
• There are no pending or threatened legal proceedings, judgments, or claims that would materially impair Client's ability to consummate the Loan Transaction;
• Client is not party to any other broker or finder agreements for the same Loan Transaction that would conflict with this Agreement.

8. Exclusivity

This Agreement is non-exclusive unless the Parties separately agree in writing to an exclusive arrangement. During the term of this Agreement, Client may engage other brokers; however, Client shall promptly notify Broker if Client enters into any other brokerage agreement with respect to the same Loan Transaction. Notwithstanding the foregoing, the Broker Protection Period in Section 5 shall apply regardless of exclusivity.

9. Term and Termination

This Agreement shall commence on the Effective Date and shall remain in effect through ________________, unless earlier terminated by either Party upon not less than ten (10) days' prior written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within five (5) business days of written notice of the breach.

Termination of this Agreement shall not affect (a) any Broker Fee earned prior to the effective date of termination, or (b) Client's obligation to pay the Broker Fee during the Tail Period described in Section 5.

10. No Guarantee of Financing

Broker makes no representation, warranty, or guarantee that financing will be obtained, that any particular lender will approve Client's loan application, or that any loan will close on any particular terms. Broker's obligations are limited to the brokerage services described in Section 3 and are subject to lender underwriting, market conditions, and the completeness and accuracy of information provided by Client. No Broker Fee shall be owed if financing is not obtained, except as provided in Section 5.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BROKER'S LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE AMOUNT OF BROKER FEES ACTUALLY PAID BY CLIENT TO BROKER UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE FORM OF ACTION AND WHETHER SUCH DAMAGES WERE FORESEEABLE OR BROKER HAD BEEN ADVISED OF THE POSSIBILITY THEREOF.

12. Indemnification

Client shall indemnify, defend, and hold harmless Broker and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any inaccuracy, misrepresentation, or omission in any information or document provided by Client; (b) Client's breach of any representation, warranty, covenant, or obligation under this Agreement; or (c) Client's violation of any applicable law or regulation in connection with the Loan Transaction.

13. Confidentiality

Each Party agrees to keep confidential all non-public information received from the other Party in connection with this Agreement ("Confidential Information") and to use such Confidential Information solely for the purpose of effectuating the Loan Transaction. Each Party shall protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law, regulation, or court order, provided that the disclosing Party gives the other Party prior written notice to the extent legally permitted.

Broker may share Client's information with potential lenders, underwriters, appraisers, and other third parties as necessary to facilitate the Loan Transaction.

14. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement, including its breach, termination, or validity, that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration administered by JAMS in Jackson County, Oregon, pursuant to its Comprehensive Arbitration Rules and Procedures, with one arbitrator. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek emergency equitable relief in a court of competent jurisdiction. The prevailing Party in any arbitration or litigation shall be entitled to recover its reasonable attorneys' fees and costs from the other Party.

15. Miscellaneous

• Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements, whether oral or written.
• Amendments. No amendment to this Agreement shall be valid unless made in writing and signed by authorized representatives of both Parties.
• Waiver. No failure or delay by a Party in exercising any right, power, or remedy shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof.
• Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
• Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.
• Notices. All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by overnight courier, to the addresses or email addresses set forth in Section 1.
• Independent Contractor. Broker is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement shall create any partnership, joint venture, agency, franchise, or employment relationship between the Parties.
• Compliance with Law. Broker holds all licenses required to conduct mortgage brokerage activities in the states where Broker is licensed. Broker's services under this Agreement shall be provided in accordance with applicable federal and state laws and regulations, including without limitation the Real Estate Settlement Procedures Act (RESPA) and applicable state mortgage broker licensing laws.