Last Updated: 9/9/25

ONPURPOSE REAL ESTATE SOLUTIONS
Affiliate Lender-to-Broker & Referral Agreement

This Agreement is made and entered into as of by and between OnPurpose Real Estate Solutions, a Georgia-registered business ("Lender"), and the undersigned party ("Broker" or "Affiliate").

1. Purpose

This Agreement sets forth the terms and conditions under which Broker will refer commercial real estate loan opportunities to Lender, and the parties' respective responsibilities in originating and processing such loans.

2. Scope of Program

This agreement applies only to commercial (non-owner-occupied, business-purpose) real estate loans.

Residential/consumer-purpose loans are not covered by this Agreement and must not be referred or solicited under this program.

Broker will act as a referral partner and/or origination coordinator only; not as a lender.

3. Licensing & Compliance

Lender confirms it is authorized to table fund commercial loans under applicable federal and state laws where no mortgage broker license is required.

Broker affirms they are referring commercial loan opportunities only, and that they will not represent themselves as a licensed mortgage broker unless properly licensed in the applicable state.

Broker shall not collect any upfront fees from borrowers under this Agreement.

4. Term Sheet and Application Process

Upon referral submission, Lender will issue a Conditional Term Sheet directly to the borrower or broker.

If borrower accepts terms, a Lender Fee Agreement and Broker Agreement (where applicable) will be executed before a full application is processed.

Broker shall assist in gathering required documentation but shall not perform underwriting or credit analysis.

5. Compensation

Broker will be paid a referral or origination fee as agreed to in the specific deal’s Broker Agreement.

Lender will disclose and document fees in compliance with all applicable lending and disclosure laws.

No compensation is due unless the loan successfully closes and funds.

Funds will be paid to broker/referral agent within 3 to 5 business days after loan funds by OnPurpose Real Estate Solutions

Funds will not be paid if broker/referral agent does not have a W9 on file

Brokers: 1 point to 2 points to be paid on each closed and funded deal at the discretion of OnPurpose Real Estate Solutions (varies on deal, volume of broker and ORES business environment)

Connectors/Referral agents .25 points to be paid on each closed and funded deal

6. Independent Contractor Relationship

Broker is an independent contractor and not an employee, partner, or agent of Lender.

Nothing in this Agreement creates a joint venture, partnership, or employer-employee relationship.

7. Confidentiality

Broker agrees to maintain the confidentiality of all borrower and transaction information and will not disclose such information to third parties except as necessary to facilitate the loan or as required by law.

8. Indemnification

Broker agrees to indemnify and hold harmless Lender, its officers, directors, employees, and affiliates from any claim, liability, or loss (including legal fees) arising from:

Broker’s violation of law;

Misrepresentation to borrower or lender;

Unauthorized collection of fees;

Use of false or misleading advertising.

9. Legal Compliance

Each party shall comply with all applicable federal, state, and local laws, including but not limited to:

Fair Lending Laws,

Equal Credit Opportunity Act (ECOA),

Anti-money laundering (AML) obligations, and

Any state-specific commercial lending regulations.

10. Term and Termination

This Agreement will remain in effect until terminated by either party with 10 days’ written notice.

Termination does not affect any compensation due for loans in progress or closed prior to the termination date.

11. Governing Law

This Agreement shall be governed by the laws of the State of Georgia, without regard to conflicts of law principles. Any disputes shall be resolved in the courts of Fulton County, Georgia.

12. Entire Agreement

This document constitutes the full and complete agreement between the parties and supersedes all prior agreements, whether written or oral.

OnPurpose Real Estate LLC

16220 N. Scottsdale Road, Suite 300

Scottsdale, Arizona 85254

602-497-4682

[email protected]