Partner Program Terms & Conditions

Effective Date: August 22, 2025

1. Consultant’s Responsibilities.

Consultant will identify and refer to Allied off-market real estate opportunities (each, a “Property”), and will provide insight and counsel to Allied with respect to the terms under which the owners of such Property are or may be willing to sell to Allied. Before referring a Property to Allied, Consultant must have obtained from all Property owners an affirmative expression of interest in selling the Property (“Ready and Willing Seller”), such expression communicated directly to the Consultant via verbal confirmation, written message, or comparable proof of willingness to sell. Allied retains sole and absolute discretion with respect to: establishing criteria, evaluating, underwriting, and pursuing a transaction involving a Property; negotiating terms; executing documents; conducting due diligence; obtaining entitlements; discussing the Property development with applicable jurisdictions; and otherwise leading all aspects of the development of a Property

2. Consultant Compensation.

If Allied and the underlying Property owner(s) sign a contract and open escrow for the purchase and sale of a Property (“Escrow Opening”), then Consultant may elect, within 10 days after notice by Allied, to be compensated either at Property Disposition or at Waiver of Due Diligence, as further described below.

A. Property Disposition. If at the time of referral, the Consultant is a VestRight Dirt Dog Pack Member in good standing, then the Consultant may elect to receive 15% of Net Profit upon Allied closing the sale of the Property to an unaffiliated third party purchaser for value (the “Property Disposition”). “Net Profit” is defined as the net amount available to Allied upon a Property Disposition after paying all expenses, taxes, fees, costs, reimbursements, commissions, investors, etc. with respect to the Property. Allied will remit the amount owing to Consultant no later than the 10th of the month following the earlier of: (i) 60 days after the Property Disposition, or (ii) final settlement of project accounting. If the Consultant is not a VestRight Dirt Dog Pack Member, then the compensation owing under this section is 10% of Net Profit. If the Property does not have a Ready and Willing Seller at the time of referral to Allied, then the Consultant will be compensated at a reduced rate of 5% of Net Profit (3.3% if Consultant is not a VestRight Dirt Dog Pack Member).

Allied will pay Consultant an advance of $3,000 within 30 days after Escrow Opening, or $1,000 if the Property does not have a Ready and Willing Seller at the time of referral to Allied.

Allied will pay Consultant a second advance of $12,000 ($3,000 if Consultant is not a VestRight Dirt Dog Pack Member) upon Allied’s election, in its sole and absolute discretion, to waive due diligence and proceed to closing, as defined in Allied’s contract to buy the Property (“Waiver of Due Diligence”). If the Property does not have a Ready and Willing Seller at the time of referral to Allied, then the second advance will be $4,000 ($1,000 if Consultant is not a VestRight Dirt Dog Pack Member). If Allied does not achieve Property Disposition, then any advance(s) paid under this Section 2.A. will be applied to the next distribution payable by Allied to Consultant.

B. Waiver of Due Diligence. The Consultant may elect to receive 2% of projected Net Profit upon Waiver of Due Diligence. Allied will calculate the projected Net Profit, in its commercially reasonable discretion, and remit the amount owing within 30 days. Allied will pay Consultant an advance of $3,000 within 30 days after Escrow Opening. If Allied elects not to proceed to Waiver of Due Diligence, then any advance paid under this Section 2.B. will be applied to the next distribution payable by Allied to Consultant. If the Property does not have a Ready and Willing Seller at the time of referral to Allied, then the option described in this Section 2.B. is unavailable to Consultant, and compensation will be calculated pursuant to Section 2.A. above.

3. Representations.

Consultant acknowledges and agrees to each of the following:

A. The timing by which Allied completes its due diligence and achieves Property Disposition is affected by many factors and is subject to 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. All such time periods may vary and Allied will have ultimate discretion on extending or shortening such time periods.

B. If Allied has a record of contact with a Property’s owner prior to referral by the Consultant, then the Property is disqualified for this program. ‘Contact’ for this purpose is any phone call, sms or other text message, email, or other communication with Allied or one of its employees, as may be logged in Allied's customer relationship database.

C. If Allied elects not to pursue a Property, then that Property will remain in the Allied database for a period of 12 months. If Allied later elects to pursue the Property any time within the 12-month period, then the Consultant will receive credit for the referral, under the terms of this agreement.

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.

This agreement is 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 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: (i) Consultant's breach hereof, negligence, or willful misconduct; (ii) Consultant's violation of any applicable law, ordinance, rule, or regulation; or (iii) 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.

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, compensation, 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.