!
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ARF
and RP hereby agree as follows:
1. Marketing of Loans; Lending Services; Referral’s To ARF Rep. RP agrees to work with ARF Rep in promoting and
marketing Loans to be made by either ARF or Lenders through ARF’s Lending Services. Such promotion and marketing
shall consist of informing the prospective Merchant of the availability of Loans. In connection therewith, RP may provide
to Merchant any brochures or advertising material which ARF has provided to RP for such purpose. If a prospective
Merchant indicates interest in a Loan and Loan products (i.e. it has a need for funding within 90 days) and requests that it be
contacted by ARF Rep, RP agrees to provide to ARF the name, address, email address and phone number of the prospective
borrower Merchant on the referral form provided to RP by ARF for such purpose. RP shall not make any representations to
the prospective borrower Merchant as to the likelihood of approval for a Loan, the amount of financing or any prospective
loan rates or terms other than as approved by ARF in writing. RP shall not accept or take any application for a Loan from
such prospective Merchant borrower or any other information for such purpose from the prospective Merchant borrower
other than the contact information as referenced herein. RP has no authority to bind ARF or any Lender in connection with
its marketing and promotion services contemplated herein.
2. ARF Sales Contact; Underwriting Process. After receipt by ARF of RP’s completed referral form, the ARF Rep shall
promptly make a sales call to the prospective Merchant borrower. The ARF Rep will make follow up calls as it deems
appropriate within its customary practice and will use commercially reasonable and diligent efforts to assist the Merchant
through the loan application and underwriting process of the Lender. If ARF is able to obtain a loan application from the
Merchant, there is no guarantee that the Merchant will be approved for a Loan by ARF or the Lender, or otherwise complete
the underwriting and loan closing process. ARF shall have the right in its sole discretion to identify an alternate ARF Rep to
work with RP on referrals during the term of this Agreement.
3. Referral Fee. Subject to the disqualification provisions set forth below and as provided in this paragraph, if a Loan to a
Merchant is completed within 120 calendar days of RP’s referral of such Merchant to the ARF Rep: (i) For fully amortizing
Loans with initial terms of 52 weeks or longer or for non-fully amortizing loans (i.e. flex pay loans) with an initial term of
52 weeks or longer, ARF agrees to pay to RP a fee in the amount of three percent (3%) of the principal amount of the Loan,
(ii) for fully amortizing or non-fully amortizing loans that have an initial term of less than 52 Weeks, ARF agrees to pay a
pro rated portion of the referral fee [i.e. a 39 Week Flex Pay Loan or a 39 Week Term Loan will earn a prorated referral fee
of 2.25% (39/52 x 3%)], and (iii) for interest only loans, ARF agrees to pay a pro-rated portion of the referral fee for terms
less than 52 Weeks and less than a 1% weekly rate [i.e. a 40 Week Interest Only Loan at a Weekly Rate of 76.923 bps will
earn a prorated referral fee of 1.775 % [i.e. 40/52 x 76.923/100 x 3%]; provided, however, for any loan (fully amortizing or
non-fully amortizing) that has an initial term of less than 39 weeks, no referral fee shall be due to RP. The referral fee will
be paid (i) based upon the principal amount of the initial advance and (ii) the “cash out” portion of all additional advances,
including line of credit draws, renewals, or re-financings that are made to the referred Merchant for a period of three (3)
years from the date of the initial Loan advance (hereinafter “Residual Fees”). No Residual Fees shall be due after three (3)
years from the date of the initial Advance to the referred Merchant. The Residual Fees shall be subject to the same
qualification requirements as those that apply to Referral Fees as set forth herein and in Section 5 below. The Referral Fee
or the Residual Fee shall be paid based upon the Loan Amount for a New Loan or “cash out” portion of an Additional
Advance, Renewal or Refinancing made to an “Affiliated Borrowing Group.” “Affiliated Borrowing Group” means all
loans to any group of borrowing entities that share common ownership or guarantors. Notwithstanding the above, the
Referral Fee or Residual Fee per Loan or Additional Advance (or cash out portion of a renewal or refinance) shall be capped
and shall not exceed $13,500 for the aggregate loans or advances made to an Affiliated Borrowing Group funded at that time
or within 90 days of the first advance or loan to any entity that is part of the Affiliated Borrowing Group; [e.g. if a loan is
funded for $300,000 to a borrowing entity and the Referral Partner earns a 3% Referral Fee (3% of $300,000, or $9,000) for
such loan, if an additional $200,000 loan is funded to another borrowing entity that is part of the Affiliated Borrowing
Group of the first borrowing entity within 90 days of the first Loan, the additional Referral Fee due shall be $3,000 (3% of
$200,000 or $6,000 will be capped at $3,000 due to the aggregate cap of $13,500 for the Affiliated Borrowing Group
($9,000 for the first Loan plus $3,000 for the second Loan)]. The $13,500 cap on Referral Fees or Residual Fees to an
Affiliated Borrowing Group shall reset 90 days after the first Loan to such Affiliated Borrowing Group and the RP shall be
eligible to earn a Referral Fee or Residual Fee from a new Loan, Additional Advance, Renewal or Refinance from the same
Affiliated Borrowing Group so long as the Loan meets the qualification requirements of this Agreement, but subject to a
new aggregate cap of $13,500 with a new 90 day period commencing on the date of the first New Loan, Additional
Advance, Renewal or Refinance made to an Affiliated Borrowing Group after the expiration of the prior cap as set forth
herein. ARF reserves the right to waive the fee cap in any instance in its sole and complete discretion. The fee shall be paid
to RP within fifteen (15) calendar days of the month following the month in which the Loan (or additional advance, renewal
or refinancing) closing occurs. If RP has provided banking information for ACH payment, payment shall be made by ACH
credit to the RP’s bank account. If no bank information has been provided, then payment shall be made by regular U.S. mail
by corporate check. A completed Loan or Advance shall be a Loan which has been approved by either ARF or the Lender
on such terms and conditions, including amount, as ARF or the Lender shall approve in either ARF or the Lender’s sole and
complete discretion, all Loan documentation shall have been completed to Lender’s and/or ARF’s satisfaction and executed