Last Updated: 4/1/26

ONPURPOSE REAL ESTATE SOLUTIONS

This Referral Partner Agreement (“Agreement”) is made and entered into as of 4/1/2026by and between OnPurpose Real Estate Solutions, a Georgia-registered business (“ORES” or “Company”), and the undersigned party (“Referral Partner”).

1. Purpose

This Agreement sets forth the terms and conditions under which Referral Partner may refer eligible business-purpose financing opportunities to ORES, and the parties’ respective rights and responsibilities in connection with such referrals.

2. ORES Referral Program Services

The ORES Referral Program includes referrals related to the following service categories, as determined by ORES in its sole discretion:

Business Capital

Real Estate Funding

Commercial Funding

Business Credit

ORES reserves the right to add, remove, revise, suspend, or discontinue any service category or offering at any time.

3. Scope of Program

This Agreement applies only to non-owner-occupied, business-purpose transactions and opportunities accepted by ORES under its Referral Partner Program.

Residential consumer-purpose loans and owner-occupied consumer-purpose transactions are not covered by this Agreement and must not be referred, marketed, or solicited under this program.

Referral Partner will act solely as a referral partner and/or relationship source and not as a lender, mortgage broker, underwriter, or legal representative of ORES.

4. Program Update Effective 4/1/26

Effective April 1, 2026, ORES discontinued its former funding broker program. As of that date, all partner-submitted opportunities are handled exclusively through the ORES Referral Partner Program.

Any prior references to broker compensation, broker participation, broker points, connector compensation, or similar legacy structures are hereby discontinued and superseded by this Agreement and any written compensation terms confirmed by ORES for a specific transaction.

Effective April 1, 2026, ORES also completed a full revamp of its website and partner resources. Any referral partner requesting a referral site, custom referral page, co-branded referral page, or related partner-facing resource must submit such request in writing, and all such requests are subject to ORES review, approval, availability, and separate terms as determined by ORES.

5. Referral Submission and Application Process

Upon submission of a referral, ORES may issue a conditional term sheet, request for information, intake form, or other preliminary communication directly to the borrower, client, or Referral Partner.

If a transaction proceeds, ORES may require additional documents, acknowledgements, disclosures, fee agreements, or transaction-specific written confirmations before underwriting or processing continues.

Referral Partner may assist in gathering documents and facilitating communication, but shall not perform underwriting, make credit decisions, issue final approvals, or represent that any loan or funding request has been approved unless expressly confirmed in writing by ORES.

6. Compensation

Referral compensation under this Agreement applies only to eligible transactions accepted by ORES under the ORES Referral Partner Program.

Referral compensation shall be determined by ORES in its sole discretion and must be confirmed in writing with the Referral Partner prior to submission of the transaction to underwriting.

For eligible referred transactions that successfully close and fund, ORES will pay the Referral Partner the confirmed compensation amount, up to one (1) point, subject to applicable law, transaction eligibility, funding, compliance review, and satisfaction of all program requirements.

Additional compensation terms:

Compensation is determined on a case-by-case basis.

No compensation is earned or payable unless the applicable transaction closes and funds.

No compensation will be paid unless Referral Partner has a current and accurate Form W-9 on file with ORES.

Unless otherwise stated in writing by ORES, compensation will be paid within three (3) to five (5) business days after ORES receives its applicable compensation from the closed transaction.

ORES reserves the right to decline compensation for any referral that falls outside program guidelines, violates law or policy, involves misrepresentation, or fails to satisfy transaction requirements.

Referral Partner shall have no right to compensation except as expressly confirmed in writing by ORES for the specific transaction.

7. No Authority to Bind ORES

Referral Partner has no authority to bind ORES, quote final terms on behalf of ORES, issue approvals, collect lender fees, execute documents for ORES, or make representations that are inconsistent with ORES policies, underwriting requirements, or written communications.

Referral Partner shall not hold itself out as an employee, agent, partner, joint venturer, lender, mortgage broker, or legal representative of ORES.

8. Licensing, Marketing, and Compliance

Referral Partner represents and warrants that it will conduct all activities in compliance with applicable federal, state, and local laws.

Referral Partner shall not:

represent itself as licensed where it is not licensed;

market, solicit, or submit owner-occupied consumer mortgage business under this Agreement;

collect upfront fees from borrowers or applicants under this program;

use false, misleading, deceptive, or non-compliant advertising;

use the ORES name, logo, website, referral pages, marketing materials, or branding except as expressly authorized in writing by ORES.

Any approved referral site, partner page, or branded marketing resource remains the property or controlled resource of ORES unless expressly agreed otherwise in writing.

9. Independent Contractor Relationship

Referral Partner is an independent contractor and not an employee, partner, joint venturer, or agent of ORES.

Nothing in this Agreement creates any partnership, joint venture, fiduciary relationship, franchise relationship, employment relationship, or agency relationship between the parties.

10. Confidentiality

Referral Partner agrees to keep confidential all non-public borrower, client, transaction, pricing, underwriting, business, and proprietary information received from or through ORES and shall not disclose such information except as necessary to facilitate an eligible transaction or as required by law.

This confidentiality obligation survives termination of this Agreement.

11. Non-Circumvention

Referral Partner agrees not to circumvent ORES in connection with any transaction, borrower, client, lender relationship, capital source, or opportunity introduced, evaluated, processed, or pursued through ORES.

ORES likewise retains sole discretion regarding lender relationships, capital relationships, and transaction structures used to evaluate or close referred opportunities.

12. Indemnification

Referral Partner agrees to indemnify, defend, and hold harmless ORES, its owners, officers, managers, employees, contractors, successors, assigns, and affiliates from and against any claim, loss, liability, damage, cost, or expense, including reasonable attorneys’ fees, arising out of or related to:

Referral Partner’s breach of this Agreement;

Referral Partner’s violation of law;

any false, misleading, unauthorized, or negligent statement or omission by Referral Partner;

unauthorized fee collection;

unauthorized use of ORES branding, website resources, referral pages, or marketing materials;

any dispute arising from Referral Partner’s advertising, representations, or conduct.

13. Legal Compliance

Each party shall comply with all applicable federal, state, and local laws, regulations, and requirements, including as applicable:

fair lending laws;

Equal Credit Opportunity Act (ECOA);

anti-money laundering (AML) obligations;

privacy and data protection requirements; and

applicable business-purpose lending and commercial transaction requirements.

ORES may reject or terminate any referral, relationship, compensation arrangement, website resource, or partner access that ORES believes, in its sole discretion, presents legal, compliance, reputational, operational, or business risk.

14. Term and Termination

This Agreement shall remain in effect until terminated by either party upon ten (10) days’ written notice.

ORES may terminate this Agreement immediately for cause, including suspected fraud, misrepresentation, policy violations, legal risk, non-compliant conduct, or misuse of ORES resources or branding.

Termination shall not affect compensation already earned on an eligible transaction that:

was submitted before termination,

had compensation confirmed in writing before submission to underwriting, and

successfully closed and funded in accordance with ORES requirements.

15. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of law principles.

Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Fulton County, Georgia, and the parties consent to the jurisdiction and venue of those courts.

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written, relating to the Referral Partner Program or prior broker/referral compensation structures.

No amendment or modification of this Agreement shall be binding unless in writing and signed by ORES.

17. Notices

Any notice required or permitted under this Agreement shall be in writing and delivered by email or other written method approved by ORES.

OnPurpose Real Estate LLC

16220 N. Scottsdale Road, Suite 300

Scottsdale, Arizona 85254

602-497-4682

[email protected]