a. Consultant will assist Allied in identifying off-market real estate (“Property”) and the terms of Allied’s ability to achieve the Property Disposition (as defined in the related letter of intent). Allied will have ultimate authority to bind Allied, negotiate terms, execute documents, conduct due diligence and underwriting, to determine if Allied wants to proceed with any transaction involving a Property, and lead all aspects of the Property Disposition, defined the disposition by Allied of the Property to an unaffiliated third party purchaser for value. Consultant will provide insight and counsel to Allied.

b. In exchange for Consultant’s services, Consultant will be compensated pursuant to only one of the following ((i), (ii) or (iii) below):

(i) 10% of Allied’s profit upon the Property Disposition. After all expenses, taxes, fees, costs, reimbursements, commissions, etc. are paid, Allied will calculate its profit for the Property and remit 10% of such amount to Consultant at or around closing of the Property Disposition; or,

(ii) Active VestRight Dirt Dog Pack Members receive 11% of Allied’s profit upon the Property Disposition. After after all expenses, taxes, fees, costs, reimbursements, commissions, etc. are paid, Allied will calculate its profit for the Property and remit 11% of such amount to Consultant at or around closing of the Property Disposition; or

(iii) 2% of projected profit determined by Allied in its commercially reasonable discretion as of the expiration of the buyer's due diligence period pursuant to the underlying agreement for Allied to acquire the Property.

If Consultant elects option (i), Allied will pay Consultant an advance against the 10% profit (in this example, of $6,000 total) as follows:

(A) $3,000 upon Allied and the underlying Property owner entering into an agreement for purchase and sale on terms acceptable to Allied; and

(B) $3,000 upon Allied’s election to continue with the acquisition of the Property after Allied’s due diligence period. If the closing of the Property does not occur, the advance(s) shall be applied to any future Property, referred to Allied by Consultant, that achieves Property Disposition.

If an active VestRight Dirt Dog Pack Member elects option (ii), Allied will pay Consultant an advance against the 11% profit (in this example, of $15,000 total) as follows:

(A) $3,000 upon Allied and the underlying Property owner entering into an agreement for purchase and sale on terms acceptable to Allied; and  

(B) $12.000 upon Allied’s election to continue with the acquisition of the Property after Allied’s due diligence period. If the closing of the Property does not occur, the advance(s) shall be applied to any future Property, referred to Allied by Consultant, that achieves Property Disposition.

If Consultant elects option (ii), Allied will pay Consultant an advance against the 2% anticipated profit total upon Allied and the underlying Property owner entering into an agreement for purchase and sale on terms acceptable to Allied. If the closing of the Property does not occur, the advance(s) shall be applied to any future Property, referred to Allied by Consultant, that achieves Property Disposition. The 2% of anticipated profit will be payable within 30 days after Allied’s election to continue with the acquisition of the Property after Allied’s due diligence period.

c. Consultant acknowledges and agrees the timing of Allied’s due diligence and closing of the Property is subject to many factors and can change with amendments or similar instruments after an agreement for purchase and sale is executed. Allied’s average due diligence period is between 90-150 days after opening escrow on a Property and Allied’s average disposition of a Property it has in escrow is between 12-18 months after opening escrow. Again, all such time periods may vary and Allied will have ultimate say on extending or shortening such time periods.

d. Consultant acknowledges and agrees that the Property and any future Property is deemed qualified for this program if Allied has no record of contact with the owner of the Property. Contact is defined as a call, sms or email with Allied Development or one of its employees which is logged in Allied's customer relationship database.

e. Consultant acknowledges if a Property is deemed disqualified it will remain in the Allied database for a period of 12 months, and the Consultant will be compensated per this agreement if Allied achieves subsequent Property Disposition for that Property. For the avoidance of doubt, the 12-month period is for Allied to move the Property to the next phase in its process, not for the actual Property Disposition.

2. Expenses. Each party is responsible for its own professional fees and costs including, without limitation, all attorneys, accountants, valuator and other consultant fees and costs incurred in connection with this agreement.

3. Governing Law. The terms and conditions of this agreement are governed by Arizona law but any payments to Consultant are subject to: (i) any laws in Arizona and (ii) in the state where the Property or Consultant is located, regarding the payment of consulting fees to persons who may not be licensed real estate professionals.

4.  No Circumvention. Allied will not circumvent Consultant by or otherwise take actions regarding the purchase of the Property, if the result would be to prevent the Consultant from realizing compensation from Allied. If Allied should circumvent Consultant and achieve Property Disposition for the Property within twelve (12) months after the date of signing below, Allied shall immediately become liable for the full payment specified in this document. 

5. Indemnification. Consultant shall indemnify, defend, and hold harmless Allied against all damages, claims, liabilities, losses, and other expenses, including without limitation attorneys' fees and related costs, whether or not a lawsuit or other proceeding is filed, in any way arising out of: (1) Consultant's breach hereof, negligence, or willful misconduct; (2) Consultant's violation of any applicable law, ordinance, rule, or regulation; (3) Consultant’s violation of any agreement between an employer or other third party and Consultant due to Consultant’s entering into this consulting arrangement with Allied.