1. The Agreement

   This Agreement sets forth the terms and conditions under which Broker may submit loan application packages for Business Purpose Loans (as defined below) to Sharestates for its review and funding (any such loan application package, a “Loan Package”).

2. Loan Package Origination and Assignment

   1. Prior to submitting any Loan Package to Sharestates, Broker first must be approved by SHARESTATES, and satisfy all applicable eligibility requirements set forth in this Agreement and the Guidelines (as defined below) related to the origination and submission of “Business Purpose Loans”, which are defined for the purposes of this Agreement as mortgage loans that are not made primarily for personal, family or household use, but instead made primarily for a business purpose, as determined using the business purpose criteria set forth in the Official Commentary to the Truth in Lending Act’s Regulation Z (12 CFR Part 1026), a copy of which is attached hereto as Exhibit B.

   2. Broker will, at Broker’s sole expense, perform the services listed in Exhibit A hereto with regard to Loan Packages related to Business Purpose Loans. In addition, Broker shall perform such other services as may be required by Sharestates or agreed upon by Broker and Sharestates from time to time.

   3. Broker shall submit all Loan Packages and related information through an account established by Broker with Sharestates on Sharestates’ website, Sharestates.loancloser.com (the “Website”).

   4. In performing its services hereunder, Broker shall not “steer” a prospective borrower to a loan product offering less favorable terms inorder to increase either Broker’s compensation or any loan originator’scompensation.

   5. Any individual who assists Broker in originating and processing a Loan Package must be a W-2 employee, either full time or part time, of Broker, and provide the assistance as a W-2 employee of Broker.

   6. Unless otherwise agreed by the Parties in an addendum to this Agreement, none of the Loan Packages may relate to a reverse mortgage transaction (as such term is defined in Regulation Z, 12 C.F.R. 1026).

   7. By submitting a Loan Package to Sharestates, Broker transfers and assigns all right, title and interest in and to the Loan Package and all documents and other information related thereto to Sharestates.

3. Guidelines

   In connection with the entry into this Agreement, and from time to time hereafter, Sharestates may provide Broker with manuals, correspondence, statements, bulletins, underwriting standards, loan product descriptions, loan program requirements, policies, procedures, guidelines, memoranda, other materials and all amendments thereto, as may from time to time be prescribed by Sharestates that address the requirements of Sharestates with regard to Loan Packages (collectively, the “Guidelines”). The Guidelines are effective as of the date specified, or if not specified, as of the date of issuance. Upon issuance, the Guidelines are incorporated herein by this reference and made a part hereof in all respects. Sharestates may modify the Guidelines at any time in its sole discretion. The Guidelines address matters such as the types of loans for which Sharestates will accept Loan Packages, the states in which Sharestates will make loans, and the pricing and other terms and conditions for loans made by Sharestates.

4. Limitations Regarding the Sharestates Name and Marks; Related Matters

   1. Broker has no authority to, and shall not, use, publish or distribute in any manner any type of advertising material, letter, stationery, newsletter, form, disclosure, document or other material that contains any name, trade mark, service mark or logo of Sharestates (collectively, “Promotional Materials”), except as may be expressly authorized in writing by Sharestates.

   2. The right to use Promotional Materials shall expire upon the expiration or termination of this

      Agreement or upon written notice from Sharestates. Sharestates retains all rights, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. In addition, Sharestates may at any time require Broker to cease using the Promotional Materials. To the extent Sharestates provides notice thereof to Broker, Broker shall promptly (but in any case, within two (2) business days) remove all Promotional Materials from Broker’s website and destroy or return to Sharestates all Promotional Materials in Broker’s position and shall provide a written certification to Sharestates that all Promotional Materials have been so removed or destroyed.

   3. Broker has no authority to, and shall not, make any commitment or agreement on behalf of Sharestates with any applicant or other third party, or make any representation to any applicant or other third party on behalf of Sharestates, other than as is expressly authorized in writing by Sharestates.

5. Licensing and Examinations

   1. Broker and each loan originator of Broker must, at all times, hold in good standing all licenses, registrations, approvals or exemptions that are legally necessary for Broker and each loan originator to originate and process Loan Packages as contemplated by this Agreement, and must promptly submit satisfactory evidence of the forgoing upon Sharestates’ request. Additionally, Broker shall provide Sharestates with such other information regarding Broker and each loan originator as Sharestates may reasonably request. Broker shall promptly notify Sharestates at the email address(es) provided in this Agreement upon learning, or having reason to believe, (i) that any information previously provided to Sharestates with regard to any Loan Package is not true, correct or complete, (ii) that any state or federal governmental agency has made an adverse finding, or taken an adverse action, with regard to Broker (or any of its assets, owners, directors, officers, members, employees or agents) or any loan originator, (iii) of any dispute involving an applicant, or any claim or threatened claim by an applicant, with respect to the services performed by Broker or any loan originator and Broker’s action plan for responding to any such dispute or claim (which in no event shall be more than thirty (30) days after notice of the dispute or claim), or (iv) of any inquiry or com- plaint by a government agency regarding the services performed by Broker or any loan originator in connection with a Loan Package. Broker shall promptly notify Sharestates of any changes that would prohibit Broker from complying with this Agreement.

   2. Broker shall permit Sharestates and its authorized representatives to (i) upon execution of this Agreement, and at any time while this Agreement is in effect, run a comprehensive background check on Broker to determine that Broker’s financial, legal, and character qualifications meet the Guidelines and all minimum legal requirements for Sharestates to do business with Broker; (ii) examine all books and records of Broker that pertain to Loan Packages submitted, or to be submitted, to Sharestates, including without limitation permitting Sharestates and its authorized representatives to audit and examine the files regarding Loan Packages, (iii) examine all policies, guides, procedures and plans regarding the origination and processing of Loan Packages and compliance with all Applicable Requirements (as defined below) in connection therewith, and (iv) upon first receiving reasonable notice from Sharestates, observe Broker’s facilities and business operations and inter- view Broker’s employees at any time during normal business hours. Broker authorizes Sharestates to investigate Broker, including obtaining credit bureau and other reports and conducting reference checks, and to share information with others about its experiences with Broker.

6. Broker Compensation Disclosure Obligations

   The term “Broker” is used herein for the convenience of the Parties. Sharestates does not intend to limit Broker’s compensation disclosure obligations owed to Loan Applicants pursuant to applicable law, and Broker shall be solely responsible for determining and fulfilling all such legal disclosure obligations. Sharestates makes no representation to Broker regarding whether or not the substance of Broker’s role under this Agreement is that of a broker, a mortgage broker or similar designation. Broker agrees to disclose, and shall solely be responsible for disclosing, to the Loan Applicants the compensation earned by Broker to the extent such disclosure is required by state and federal law, regardless of Broker designation or designations under this Agreement. Broker agrees to indemnify and hold Sharestates harmless for any failure to disclose its compensation to Loan Applicants to the extent required by applicable disclosure laws.

7. Compliance. At all times during the term of this Agreement:

   1. Broker understands and agrees that Sharestates’ loans are made solely for a business purpose and are governed by the laws and regulations that pertain to commercial mortgage lending. Sharestates is not governed by the compliance and disclosure requirements of federal and state consumer protection laws other than those that may apply irrespective of the fact that Sharestates’ loans are commercial loans made for a business purpose. Broker shall submit Loan Packages in accordance with (i) all applicable local, state and federal laws, regulations, and/or ordinances, including but not limited to licensing and fair and responsible lending laws, (ii) this Agreement and the Guidelines, and (iii) customary, prudent industry mortgage loan origination practices and procedures (collectively, the “Applicable Requirements”). Without limiting the foregoing, Broker shall keep all information regarding applicants confidential in accordance with Applicable Requirements, including without limitation applicable privacy laws and regulations.

   2. Broker will maintain policies, procedures, internal controls and training processes regarding the origination of Loan Packages that are sufficient to provide for the compliance by Broker with the Applicable Requirements.

   3. Broker will provide all applicants with timely state and federally required disclosures.

   4. Broker will retain records as required by applicable laws.

8. Loan Package Review, Mortgage Loan Closing, and Related Matters:

   Sharestates shall perform all underwriting activities associated with the Loan Package. All decisions regarding Loan Packages shall be made in the sole and absolute discretion of Sharestates. Broker shall fully cooperate with and assist Sharestates in obtaining any additional information and documentation that Sharestates deems necessary in order to underwrite and close any Loan Package. Unless Sharestates and Broker agree otherwise in writing, Mortgage Loans will close in the name of Sharestates or an affiliated entity selected by Sharestates.

9. Broker Compensation

   1. If a Loan Package originated by Broker, and submitted to Sharestates, in accordance with this Agreement is approved, funded and closed by Sharestates, and the resulting mortgage loan (“Mortgage Loan”) is not rescinded, Broker shall be compensated in accordance with the compensation amount set forth in the applicable term sheet. Except for third party fees in connection with a Loan Package that may be imposed on the applicant as provided for in this Agreement or the Guidelines, Broker is responsible for all costs and expenses associated with the conduct of Broker’s business. Broker agrees that it shall comply at all times with any and all state, federal, and local laws, regulations and ordinances related to compensation of its loan originators, including but not limited to those defined by Regulation Z.

   2. Early Payment Default.

      Should Broker submit a Mortgage Loan where the Borrower fails to make one of its first three (3) regularly scheduled installment payment, Broker shall promptly refund the compensation received in connection with the Mortgage Loan within 30 days’ notice from Sharestates’ written request. Failure to do so may result in a halt of future Mortgage Loan submissions and/or Broker Termination.

10. Relationship of Parties

    1. Broker is an independent contractor and shall not represent itself in any manner to be an agent, employee, representative, or partner of Sharestates. Additionally, this Agreement does not, and shall not be deemed to, create a partnership between the Parties. Sharestates does not assume any liability or incur any obligation of Broker by execution of this Agreement. Broker shall have no authority to sign any documents on behalf of Sharestates, or to bind or obligate Sharestates in any manner whatsoever.

    2. The relationship of the Parties is not exclusive, and nothing herein means that Sharestates has granted Broker any exclusive right or that Broker has granted Sharestates any exclusive right. It is expressly understood that, notwithstanding the execution of this Agreement and the covenants and agreements contained herein, Sharestates may enter into arrangements with other brokers for the referral of loans other than the Referred Loans.

11. Referral Limitations

    Broker shall only submit Loan Packages as to non-consumer, business purpose loans. Prior to submitting the Loan Package, and applying the business purpose criteria in the Reg. Z Official Commentary, Broker shall assess whether a loan is a Business Purpose Loan. Broker shall only submit a Loan Package for a loan that it believes in good faith is a Business Purpose Loan.

12. Representations and Warranties

    1. this Agreement constitutes a legal, valid, binding and enforceable obligation of Broker,

    2. Broker is operating at arms-length with the borrower and all other parties to the loan transaction, unless otherwise disclosed to Sharestates and approved by Sharestates in writing;

    3. there is no pending or threatened litigation, adverse claim or action of any kind or nature that if decided against Broker would have a material adverse effect on Broker’s ability to perform its obligations under this Agreement;

    4. no party other than Broker or an employee of Broker performed any services in connection with the Loan Package;

    5. to the best of Broker’s knowledge after commercially reasonably inquiry, the information contained in the Loan Package is true, accurate and complete;

    6. to the best of Broker’s knowledge after commercially reasonable inquiry, there is no circumstance or condition with respect to the applicant, his or her credit standing, the Loan Package or the underlying property that would (i) cause the existing or intended insurer or guarantor of the Mortgage Loan to regard the loan as not eligible for insurance or guaranty, (ii) cause the Mortgage Loan to become delinquent or (iii) adversely affect the value or marketability of the Mortgage Loan;

    7. Broker and its employees have complied with all Applicable Requirements;

    8. Broker has a written agreement and compensation plan with all of its loan originators that comply with the Applicable Requirements;

    9. Broker possesses and shall maintain fidelity bond coverage and errors and omissions insurance in sufficient amounts for the business conducted by Broker, consistent with all Applicable Requirements;

    10. Broker has not used, and shall not use, the services of any affiliated vendor without first obtaining the prior written consent of Sharestates;

    11. Broker is duly organized and validly existing in good standing in the jurisdiction of its organization and each of its directors, officers, agents, and employees have acquired and will, during the term of this Agreement, maintain all necessary licenses and qualifications to conduct its business generally and for each Loan Package it submits. Furthermore, by submitting a Loan Package, Broker represents to Sharestates that its licenses and qualifications for the state(s) where the collateral for the referred Mortgage Loan(s) is located are active and in good standing. Broker shall submit to Sharestates copies of all such licenses as requested by Sharestates;

    12. Broker and its agents have at all times complied and are in compliance with all applicable federal, state and local anti-money laundering laws, orders and regulations to the extent applicable to Broker or its agents, including but not limited to the USA PATRIOT Act of 2001, the Bank Secrecy Act and the regulations of OFAC with respect to the origination of the Mortgage Loan and the Loan Package;

    13. Broker has all necessary corporate authority and has taken all required corporate action to enter into this Agreement and to perform the transactions contemplated hereunder;

    14. Broker has not had any dealings with any other broker, investment banker, finder, or agent that may be entitled to any finder’s fee, commission, or other form of compensation to be paid in connection with this Agreement and the transactions contemplated hereby. Any commission or compensation to be paid to any other broker, investment banker, finder, or agent in connection with this Agreement shall be the sole responsibility of Broker; and

    15. to the best of Broker’s knowledge, no Loan Package contains false or misrepresented information or fails to disclose material facts necessary to make the statements contained therein not misleading. Broker shall be responsible for all actions taken in the course of its performance of its obligations under this Agreement, whether performed by Broker or its employees or licensees.

    Broker acknowledges that Sharestates shall have relied upon the representations and warranties expressed herein to enter this Agreement. No representation or warranty made by Broker in connection with the funding of each Loan by Sharestates contains any untrue statement of any material fact or fails to state any material fact necessary to make such representation or warranty not misleading.

13. Covenants

    As further inducement to Sharestates to enter into this Agreement and to perform its obligations hereunder, Broker covenants to Sharestates that:

    1. Broker shall disclose any facts known with regard to a Loan Applicant which if not disclosed would make the substance of a Loan Package materially misleading to Sharestates.

    2. Broker shall prepare the Loan Package accurately and completely to the best of Broker’s knowledge after conducting reasonable diligence.

    3. Unless disclosed to Sharestates in writing before a Loan Package is submitted, Broker will not receive any direct or indirect payment from any person other than the related Loan Applicant or affiliate of Loan Applicant on behalf of Loan Applicant with respect to that Loan Package, including any payment involving escrow, appraisal or sale, and, unless fully disclosed to Sharestates prior to the submission of the Loan Package, Broker (and Broker’s agents, employees, officers and directors) will have no direct or indirect ownership in any property intended as security for a Mortgage Loan.

    4. Broker shall be aware and reasonably knowledgeable of the terms and conditions of Sharestates’ loan programs and exert reasonable best efforts to submit Loan Packages that comply with the terms thereof.

    5. Broker shall comply with all applicable local, state and federal laws, including but not limited to Broker’s licensing requirements, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, predatory lending, usury, consumer credit laws, and any other governmental regulatory requirements relevant to each Mortgage Loan in each jurisdiction where real property securing a referred Loan is located or where Broker conducts business, as required.

    6. Each Funded Mortgage Loan shall be freely assignable by Sharestates to any other entity without the consent of Broker.

    7. Broker shall provide all disclosures to Loan Applicants as required by law or prudent lending or brokering practices, which disclosures shall be given by Broker to Loan Applicants within the time periods required by law or prudent lending or brokering practices.

    8. Broker shall not use for its own benefit and will not disclose to any person or entity confidential information relating to Sharestates which Broker has acquired or which it may acquire during the term of this Agreement.

14. Termination

    1. This Agreement may be terminated by either Party with or without cause at any time upon notice to the other Party. If Sharestates terminates this Agreement, or if Broker terminates this Agreement, then Sharestates may in its sole and absolute discretion, but shall have no obligation to, accept or review any Loan Package or close a Mortgage Loan once notice of termination is given. Termination of this Agreement shall not relieve either Party of any liability to the other Party for any damages or other amounts due hereunder, provided that Broker shall not be entitled to the compensation provided for in Section 7 (and the applicable exhibit) with respect to a Loan Package unless all conditions set forth herein regarding payment of the compensation are satisfied. Notwithstanding the foregoing, the termination of this Agreement, by itself, does not give rise to any liability of a Party for damages. The representations and warranties of Broker set forth in this Agreement shall survive any termination of this Agreement.

    2. Should Sharestates terminate on the basis of reasonable suspicion of fraud in a Loan Package that results in a funded loan, Sharestates shall have no obligation to pay compensation to Broker for its services as to that funded loan.

15. Indemnification; Repurchase

    1. Broker shall indemnify and hold Sharestates harmless from any damage, loss or expense (including attorneys’ fees and all costs of investigation, settlement and appeal) arising out of, resulting from or relating to (i) any misrepresentation made by Broker in this Agreement, (ii) any breach of a representation or warranty of Broker, or the non-fulfillment of any covenant, agreement or condition of Broker, contained in this Agreement, (iii) any misrepresentation or fraud in connection with a Loan Package on the part of Broker or the applicant (if Broker knew or should have known that the Loan Package information was untrue), (iv) any misrepresentation or fraud in connection with a Loan Package on the part of any other third party performing services for Broker on or prior to the date the Loan Package is submitted to Sharestates, (v) any loan that is deemed by Sharestates to be unsaleable due to the acts or omissions of Broker, (vi) any repurchase demand of any third party to which Sharestates sold any Mortgage Loan due to any act or omission of Broker.

    2. Broker shall hold harmless and indemnify, protect and defend Sharestates from any claim against Sharestates arising in whole or in part from Broker failing to comply in any manner with any applicable licensing laws or regulations, or laws requiring Broker to qualify to do business.

    3. In addition, upon the occurrence of any of the events or circumstances enumerated in paragraphs (a) and (b) of this Section, Sharestates shall have the right, at its option, to require Broker to purchase any affected Mortgage Loan from Sharestates, the applicable investor, or other third party. The purchase price shall be equal to the sum of: (i) the amount of the compensation paid by SHARESTATES to Broker in connection with such loan, (ii) all costs incurred by Sharestates in underwriting, closing, funding or otherwise related to the loan, (iii) the unpaid principal balance of the loan, (iv) all accrued but unpaid interest thereon at the applicable note rate through the date of purchase, (v) any unreimbursed advances, costs or expenses made or incurred by Sharestates in connection with such loan, and (vi) if Sharestates has sold the loan, all other costs incurred by Sharestates in purchasing the loan from the investor or pool.

    4. Broker’s obligations under this Section shall be fully applicable regardless of whether Sharestates has underwritten or approved the related Mortgage Loan and regardless of the contents of the Loan Package. Broker acknowledges its understanding that Sharestates disclaims any duty to investigate, verify, authenticate, or confirm any information contained in any Loan Package or mortgage file document.

    5. In all actions with third parties in which Sharestates has the right to be indemnified hereunder, Sharestates shall have the complete and exclusive right to determine the conduct and defense of such legal proceeding or investigation with such third party including, without limitation, the right to compromise, settle, defend, or continue any such action. Upon receipt of notice of claim covered by any indemnity or other indemnity in this Agreement, whether such claim appears to be valid or not, Broker shall immediately assume the representation of Sharestates and the defense of such claim at its own cost and expense to the satisfaction of Sharestates, with counsel approved by Sharestates, and Broker shall be directly responsible for the payment of any settlement, award or judgment relating to such claim.

    6. Broker’s obligation to indemnify Sharestates will not be affected by Sharestates’ taking any of the following actions with or without notice to Broker: (i) liquidation, repayment, or sale or resale of any Mortgage Loan; (ii) foreclosure of any Mortgage Loan; or (iii) sale or resale of the property securing any Mortgage Loan.

    7. Broker agrees to make all required payments under this Section within ten (10) calendar days of Sharestates’ demand for payment thereof.

16. Right of Offset

    1. In the event that Broker owes any amount to Sharestates hereunder or under any other agreement, understanding or arrangement between Broker and Sharestates, then Sharestates shall have the right, without notice, to deduct, offset and to appropriate or apply any and all of such amounts from amounts that otherwise would be payable by Sharestates to Broker.

17. Confidentiality

    1. Unless Sharestates provides its prior express written consent to Broker, during the term of this agreement or at any time thereafter, Broker shall not, directly or indirectly, use any Confidential Information (as defined below) in any way, or divulge, disclose or make available or accessible any Confidential Information to any person or entity or any other third party, other than when required to do so in good faith to originate and process a Loan Package as contemplated by this Agreement or when required to do so pursuant to applicable law, a subpoena or other order of a court of competent jurisdiction. Broker shall deliver to Sharestates at the time of the termination of this Agreement, and without retaining any copies, notes or excerpts thereof, all Confidential Information, in any form, that is in Broker’s actual or constructive possession or that is subject to Broker’s control.

    2. “Confidential Information” means all information respecting the business and activities of Sharestates, or any subsidiary or affiliate of Sharestates, including, without limitation, the terms and provisions of this Agreement, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, financial information, methodologies, know-how, processes, practices, procedures, approaches, projections, forecasts, formats, systems, data gathering methods and/or strategies of Sharestates, or any subsidiary or affiliate of Sharestates. For the avoidance of doubt, “Confidential Information” shall also include any sensitive financial or personally identifiable information regarding Loan Applicants or Sharestates customers and borrowers. “Confidential Information” shall not include any (i) information that is or becomes part of the public domain or generally available to the public, other than as a result of a breach of this Section, (ii) information that is or becomes available to Broker on a non-confidential basis from a source other than Sharestates, or (iii) information that Broker demonstrates was independently developed without the use of Confidential Information.

    3. Without limiting the foregoing, Broker agrees to comply with the applicable privacy and safeguarding requirements of the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and regulations promulgated thereunder, and with all other applicable laws, as to all nonpublic personal information received or obtained by it with respect to any Loan Applicant or Sharestates.

    4. Broker expressly acknowledges and agrees that Sharestates’ remedy at law for a breach or threatened breach of any of the provisions of this Agreement may be inadequate. In recognition of that fact, in addition to its remedy at law and without posting any bond, Sharestates shall be entitled to, and Broker agrees (if Sharestates establishes that a breach or threatened breach has occurred) not to oppose Sharestates’ request for, equitable relief in the form of a temporary restraining order, a temporary or permanent injunction, or any other equitable remedy that may then be available. Nothing herein contained shall be construed as prohibiting Sharestates from pursuing any other remedies available to it for such breach or threatened breach.

18. Non-Solicitation

    1. During the term of this Agreement, and for a period of one (1) year thereafter, Broker shall not, directly or indirectly, hire or solicit for employment any Sharestates employee, or any person who was a Sharestates employee within six (6) months prior to any such attempted hiring or solicitation.

    2. Other than with respect to the Loan Packages contemplated by this Agreement, Sharestates shall not solicit or otherwise engage in any business with any prospective borrower (or any member, manager, principal or affiliate (each, an “Affiliate”) of any prospective borrower) who is a Loan Applicant with respect to whom no funded loan results from the for a period of three (3) months following the submission of a Loan Package. Sharestates agrees not to communicate the identity of any Loan Applicant or Affiliate to any other person or entity except to state or federal regulatory agencies or agents or representatives hired by Sharestates who have a need to know such information. Notwithstanding anything to the contrary set forth in this section, Sharestates shall not be prohibited from engaging in any business with any individual or entity who: (a) responds to a general advertisement or other general sales or marketing activity by Sharestates not directed at such individual or entity, or (b) was prior to the effective date of this Agreement, or becomes during the term of this Agreement without any referral from Broker, a customer of Sharestates.

19. Arbitration and Related Matters

    1. In the event of any dispute, controversy or claim between the Parties arising out of or relating to any matter set forth in this Agreement, the Parties shall meet (whether in person or by telephone) to discuss an appropriate and reasonable resolution thereof. Efforts to resolve any such dispute, controversy or claim shall be conducted in good faith and with the intent to resolve such matter fairly. If such dispute, controversy or claim cannot be resolved in that manner, it shall be settled exclusively by arbitration to be held in a mutually convenient location in New York, New York, or such other place as the Parties may agree in writing, before a panel of three arbitrators selected as set forth below, which arbitration shall be conducted in accordance with the then existing rules and regulations of the American Arbitration Association, applying the substantive law of New York. Each Party shall select an arbitrator within fifteen (15) days of the date of the notice of such dispute, controversy or claim, and the two arbitrators selected shall then appoint a third arbitrator within thirty (30) days of their appointment. The determination by a majority of the three arbitrators shall be binding. The arbitrators shall have the broadest discretion permissible under applicable law, including without limitation the right to permit reasonable discovery in accordance with the New York Rules of Civil Procedure, and to entertain pre-hearing and post-hearing motions. In any arbitration proceeding arising under this Agreement, the arbitrators may not change, modify, or alter any express condition, term, or provision hereof, and to that extent the scope of their authority is limited. Final judgment may be entered on the arbitrators’ award in any court having jurisdiction over the parties. Notices, petitions, and any other process relating to the arbitration shall be sufficient if served personally or by registered mail, return receipt requested, by overnight courier, or by another method agreed between the Parties.

    2. The losing Party in any arbitration shall pay all costs and expenses (including reasonable attorneys’ fees) related to the arbitration that have been incurred by the other Party, provided, however, that if fault is found to exist with regard to both Parties, all such costs and expenses of the Parties shall be apportioned according to fault, as decided by the arbitrators.

    3. Notwithstanding Section 14(a), a Party may seek from any court of competent jurisdiction any provisional remedy, including without limitation a temporary restraining order or a temporary or permanent injunction, as may be necessary to protect any rights or property of the Party pending the award of the arbitrators. If a Party shall bring an action, claim, suit or proceeding against the other Party pursuant to this Section 14(c), the prevailing Party shall be entitled to its costs and expenses, including without limitation its reasonable attorneys’ fees and costs.

20. Miscellaneous Provisions

    1. Scope of Agreement. This Agreement supersedes all prior agreements or understandings between the Parties, whether oral or written, and contains the entire agreement of the Parties relating to the subject matter hereof and may not be amended except in a writing signed by the Parties. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof at any time shall not be deemed a waiver of such term, covenant or condition at any other time nor shall any waiver of any right herein at any time be deemed a waiver of the same or any other right at any other time. All covenants and agreements herein bind and shall inure to the benefit of the respective successors and permitted assigns of the Parties.

    2. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by Broker without the prior written consent of Sharestates, or by Sharestates without the prior written consent of Broker; provided, however, that Sharestates may assign this Agreement and any of its rights, interests or obligations hereunder to an affiliate of Sharestates; provided, further, that nothing in this Section shall affect Sharestates’ right to finance, assign, sell, securitize, and participate Funded Mortgage Loans. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns.

    3. Choice of Law and Consent to Jurisdiction. This Agreement shall be governed by the laws of New York (without reference to the choice of law provisions thereunder). In the event of litigation between the Parties regarding or arising from this Agreement, the litigation may be brought only in federal or state court located in the State of New York with exclusive venue in the County of New York, subject to the arbitration agreement contained herein, and the parties hereby waive any objections to jurisdiction or venue of such courts.

    4. Severability & Counterparts. Any decision of a court of competent jurisdiction that invalidates one or more provisions of this Agreement does not invalidate any other provision of this Agreement, and the Parties shall in good faith act to interpret or amend this Agreement so as to reflect the original intent of the Parties as set forth herein. This Agreement may be executed in any number of counterparts. Each counterpart so executed shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

    5. Notices. (i) All notices, consents, approvals, and requests required or permitted under this Agreement shall be given in writing and shall be effective for all purposes if hand delivered or sent by any of the following methods: (i) overnight delivery by a nationally recognized express transportation company or (ii) certified or registered United States mail, return receipt requested. Addresses for notices are as follows:

       If to Sharestates:

       Sharestates
       8 Bond Street, Suite 100,
       Great Neck, NY 11021

       If to Broker:

       The address provided by Broker that is on file with Sharestates.

       1. A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of overnight delivery by a nationally recognized express transportation company, upon the first attempted delivery on a business day; in the case of registered or certified mail, when delivered or the first attempted delivery on a business day.

       2. Any Party to this Agreement may change the address to which notices intended for it are to be directed by means of notice given to the other Party in accordance with these notice provisions.

    6. Cellular Phone Contact Policy. Broker expressly consents to receiving communications — including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from Sharestates and its parent companies, subsidiaries, employees, and agents (together, “Affiliates”) at any number Broker has provided or will provide to Sharestates, about any product or services offered by Sharestates and/or its Affiliates. Calls and messages may incur access fees from your mobile services provider. Broker understands that it need not provide this consent as a condition of obtaining goods or services from Sharestates, and that Broker may revoke this consent at any time.

    7. Construction. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the captions used in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope or content of this Agreement or any provision hereof, (b) the term “include” or “including” shall mean without limitation by reason of enumeration, and (c) each reference to a “Section” of this Agreement shall include all subsections of such Section. Additionally, this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party prepared the Agreement.

This Agreement has been signed on the parties’ behalf as of today’s date.

By:

Name: John Doe

Appraiser Name: ABC, LLC

Date Signed: 11/21/2024

IP: 18.116.85.204