BROOKMONT CAPITAL VENTURES
REFERRAL PARTNER TERMS & CONDITIONS

ACCEPTANCE OF TERMS

By submitting a referral partner application, accessing the Brookmont Capital Ventures ("Brookmont," "we," "us," "our") referral partner portal, or submitting any client referrals, you ("Partner," "you," "your") agree to be bound by these Referral Partner Terms & Conditions (this "Agreement").

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SUBMIT AN APPLICATION OR REFERRALS.

1. PROGRAM OVERVIEW

1.1 Program Description

Brookmont operates a referral partner program whereby approved Partners may refer commercial real estate sponsors, developers, investors, and operators ("Clients" or "Referred Clients") who require debt or equity capital placement services. In exchange for qualified referrals that result in closed transactions, Brookmont will pay Partner a referral fee as described in Section 3.

1.2 Nature of Services

Brookmont provides capital markets advisory services, including but not limited to:

• Commercial real estate debt placement (loan brokerage)
• Equity capital placement
• Capital stack structuring and advisory
• Lender and investor relationship facilitation
• Transaction execution and closing coordination

Partner acknowledges that Brookmont is a licensed commercial real estate capital markets advisory firm and that all capital placement services are performed by Brookmont or its licensed affiliates.

2. INDEPENDENT CONTRACTOR RELATIONSHIP

2.1 No Employment or Agency

Partner is an independent contractor and is not an employee, agent, partner, joint venturer, or legal representative of Brookmont. Nothing in this Agreement creates an employment relationship, partnership, franchise, or agency relationship between Partner and Brookmont.

2.2 No Authority to Bind

Partner has no authority to:

• Enter into contracts on behalf of Brookmont
• Make representations or warranties on behalf of Brookmont
• Bind Brookmont to any obligation
• Negotiate fee arrangements or transaction terms with Clients or lenders
• Hold themselves out as an employee, agent, or authorized representative of Brookmont

2.3 Partner Responsibilities

As an independent contractor, Partner is solely responsible for:

• All federal, state, and local taxes on referral fees received
• Their own business insurance, licenses, and regulatory compliance
• Their own business expenses
• Compliance with all applicable laws governing their profession

2.4 Tax Reporting

Brookmont will issue an IRS Form 1099-NEC to Partner for all referral fees paid during the calendar year, as required by law.

3. REFERRAL FEE STRUCTURE & PAYMENT TERMS

3.1 Fee Calculation

Partner will receive a referral fee equal to twenty-five percent (25%) of the success fee collected by Brookmont from the Referred Client upon closing of a transaction, calculated as follows:

3.2 Fee Structure Adjustments

The fee structure in Section 3.1 represents Brookmont's standard pricing. In cases where Brookmont negotiates a different fee arrangement with the Referred Client, or the transaction type requires a different fee structure, Partner's referral fee will be calculated as 25% of the actual success fee collected by Brookmont, regardless of the percentage rate.

3.3 Success-Based Compensation Only

Referral fees are earned only upon successful closing of a transaction and Brookmont's receipt of payment from the Referred Client. Partner acknowledges and agrees that:

• No referral fee is owed if a transaction does not close
• No referral fee is owed if the Referred Client terminates the engagement prior to closing
• No referral fee is owed if Brookmont is not paid by the Referred Client
• No referral fee is owed for transactions Brookmont declines to pursue

3.4 Payment Timing

Brookmont will pay Partner's referral fee within five (5) business days after Brookmont receives full payment of its success fee from the Referred Client.

3.5 Payment Method

Referral fees will be paid via:

• Wire transfer to Partner's designated bank account, or
• Check mailed to Partner's address on file

Partner is responsible for providing accurate payment information and notifying Brookmont of any changes.

3.6 Minimum Transaction Threshold

To streamline administration, Brookmont reserves the right to establish a minimum referral fee threshold (e.g., $500) below which payment may be deferred until cumulative fees reach the threshold. Current minimum threshold, if any, will be communicated to Partner in writing.