1. Basic Terms of Consulting Arrangement.  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 below). 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 as the disposition by Allied of the Property to an unaffiliated third party purchaser for value. Consultant will provide insight and counsel to Allied.

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

(i) Active VestRight Dirt Dog Pack Members receive 10% 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 10% of such amount to Consultant on the 10th of the month following the earlier of: (1) 60 days after closing of the Property Disposition, or (2) final settlement of project accounting. To qualify for the 10% compensation tier, the Consultant must be an active VestRight Dirt Dog Pack Member at the time of referral submission and remain in good standing through the Property Disposition. Additionally, the Consultant must have made direct contact with all property owners, and all owners must have affirmatively expressed interest in selling the property (‘ready and willing seller’). This expression must occur prior to submission to Allied, and be communicated through verbal confirmation, written message, or comparable proof of willingness. 

(ii) Active Cody’s Investor Club Members receive 15% 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 15% of such amount to Consultant on the 10th of the month following the earlier of: (1) 60 days after closing of the Property Disposition, or (2) final settlement of project accounting. To qualify for the 15% compensation tier, the Consultant must be an active Cody’s Investor Club Member at the time of referral submission and remain in good standing through the Property Disposition. Additionally, the Consultant must have made direct contact with all property owners, and all owners must have affirmatively expressed interest in selling the property (‘ready and willing seller’). This expression must occur prior to submission to Allied, and be communicated through verbal confirmation, written message, or comparable proof of willingness. 

(iii) Active VestRight Dirt Dog Pack Members forego options (i) and (ii) above, and instead elect to receive 2% of Allied’s projected profit (3% for Cody’s Investor Club Members), as determined by Allied in its commercially reasonable discretion, upon Allied’s election to continue with the acquisition of the Property after Allied’s due diligence period. The compensation is payable within 30 days after Allied makes such election.

3. Advances Against Compensation.

If the Consultant has paid in full for all purchases from VestRight, LLC, at the time of Property submission, and provides a ready and willing seller, then they are eligible to receive advances against projected compensation as follows:

1. $3,000 upon Allied and the underlying Property owner entering into an agreement for purchase and sale on terms acceptable to Allied; and 

2. The purchase price of the Consultant’s most recent purchase from VestRight, LLC (less $3,000) upon Allied’s election to continue with the acquisition of the Property after Allied’s due diligence period. This second advance does not apply if Consultant selects option (iii) in Section 2 above.

If the Property Disposition does not occur, any advance(s) paid under this Section shall be applied to any future Property, referred to Allied by Consultant, that achieves Property Disposition. Consultant acknowledges and agrees the timing of Allied’s due diligence and the Property Disposition 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 Property Disposition 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.

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. 

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.

4. 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. 

5. 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.

6. 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 12 months after the date of signing below, Allied shall immediately become liable for the full payment specified in this document. 

7. 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; (4) Consultant’s marketing, prospecting, or communication practices, including but not limited to violations of the Telephone Consumer Protection Act (TCPA) or any other federal, state, or local laws regarding solicitation; Consultant acknowledges they are solely responsible for researching and adhering to all such legal restrictions in the areas where they operate.

8. Effective Terms at Time of Referral. Allied reserves the right to modify Partner Program Terms at any time; however, such changes will not retroactively affect Properties submitted prior to the effective date of those changes. All compensation rates, eligibility criteria, and program terms applicable to a referred Property shall be governed by the Partner Program Terms in effect as of the date the Consultant submits Allied’s Land Partner Referral Form for that Property. Each submission constitutes the Consultant’s agreement to the then-current terms, including but not limited to qualification requirements, commission structure, and participation conditions. Consultants are responsible for reviewing the most current version of the Partner Program Terms, which will be made available through the Allied’s website or upon request.

9. Relationship of Parties. Consultant is not an employee, agent, or authorized representative of Allied or VestRight, and shall not identify itself as such in any communication or interaction with any party. Consultant may not bind or negotiate on behalf of Allied or VestRight, nor imply any authority to do so in any communication or interaction. Consultant shall not use Allied’s or VestRight’s branding, email domains, or other proprietary materials without prior written approval.