EXCLUSIVE BUYER BROKERAGE AGREEMENT

THIS EXCLUSIVE BUYER BROKERAGE AGREEMENT ("Agreement") is made and entered into, by and between Dowding Holdings Incorporated dba TD Commercial Group ("Broker"), and ("Buyer"). This Agreement is effective as of the date last signed by Broker and Buyer (the "Effective Date").

WITNESSETH:

WHEREAS, Buyer wishes to engage the services of Broker to assist Buyer in purchasing real property, and Broker desires to provide such services on an exclusive basis, as further described herein.

NOW, THEREFORE, in consideration of the promises and agreements of the parties and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. EXCLUSIVITY; TERM OF AGREEMENT. Broker is hereby granted the exclusive right to represent Buyer in investigating and negotiating for the purchase of real property from the Effective Date through Ninety (90) days (the “Term”). If, after the Effective Date, Buyer enters into a contract to purchase any property (a “Contract for Purchase”) during the Term, or if at any time after expiration of the Term, Buyer enters into such a Contract for Purchase for any property identified by Broker during the Term, this Agreement and all rights and obligations hereunder shall automatically extend through the closing or sooner termination of such Contract for Purchase.

2. ROLE OF BROKER. Buyer hereby retains and authorizes Broker to assist Buyer and act as Buyer’s single agent in acquiring an interest in real property on terms and conditions acceptable to Buyer, or as may otherwise be specifically set forth on an addendum to this Agreement signed by both the parties. Throughout the Term, Broker shall (i) consult with Buyer as to property requirements, available financing methods, schedules of possession, and acquisition and negotiation strategies, (ii) assist Buyer in obtaining relevant information that relates to available properties, (iii) make commercially reasonable efforts to identify and locate properties suitable to purchase; (iv) assist Buyer in presenting and negotiating purchase offers on desired properties, and (v) monitor all contract and closing deadlines. Notwithstanding the above, Buyer understands that throughout the Term other potential buyers may consider, make offers on, or purchase the same or similar properties through Broker.

3. ROLE OF BUYER. Throughout the Term, Buyer shall (i) work and cooperate exclusively with Broker and be available to view and/or evaluate properties exclusively with Broker and not utilize any other Broker, salesperson, or property owner, (ii) immediately refer to Broker all information received regarding any potential properties, (iii) provide Broker with reliable and accurate financial information necessary for the performance of this Agreement, (iv) provide Broker with any and all information needed to help identify potential properties, which shall include, but not be limited to, location, price range, and desired amenities, and (v) on all occasions to notify other brokers and third parties of the existence of this Agreement and Broker’s exclusive relationship with Buyer.

4. BROKERS COMPENSATION. Buyer acknowledges that Broker is entitled to receive compensation from the seller(s) of each property on a deal by deal basis. Buyer agrees that on all Contracts for Purchase, letters of intent or similar documents intended to consummate a real estate purchase, Buyer shall write Broker (or cause Broker to be written) onto such documents to ensure that Broker receives a commission from each closing. Buyer hereby authorizes Broker to accept any offer of compensation from the seller(s). Buyer hereby acknowledges and agrees that Broker’s compensation shall be earned and payable by the seller(s) upon such time a successful close of escrow on and paid directly through escrow from the sale proceeds to Broker or upon such other terms as may be agreeable between seller(s) and Broker. Buyer understands and agrees that in the event any seller(s) fail(s) or refuse(s) to pay Broker a commission as earned in connection with a closing occurring during the Term, Buyer shall be obligated to pay Broker a commission of two percent (2%) of the total purchase price as indicated on the applicable closing statement or similar and that such amount shall be paid within five (5) business days’ of such closing. In any such instance, Broker shall execute such documentation as reasonably may be necessary for Buyer to seek reimbursement for such amount from such non-paying seller(s). Additionally, during the Term, in the event that Buyer closes a real estate purchase without the inclusion of Broker as Buyer’s agent/representative in the transaction, Buyer shall be obligated to pay Broker the full commission that Broker would have been entitled to receive had Broker been included in the transaction, but in no event shall the commission owed to Broker be less than two percent (2%) of the total purchase price as indicated on the applicable closing statement or similar document. Such amount shall be paid to Broker by Buyer within five (5) business days of demand by Broker.

5. ASSIGNMENT. Broker shall neither assign its rights or delegate its duties herein without the prior written consent of Buyer, provided however, that Buyer acknowledges Broker’s services hereunder may be provided by any of Broker’s officers, employees, or sales associates.

6. SUCCESSORS AND ASSIGNS. Subject to the provisions of Section 6 hereof, this Agreement, and all rights and duties of the parties hereunder shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereunder.

7. REPRESENTATION AND WARRANTY. Broker warrants that it is and shall remain a duly licensed real estate broker in the State of Florida and has and will have full and lawful authority to act as a real estate broker on Buyer’s behalf as contemplated herein.

8. INDEMNIFICATION.

8.1 Buyer shall indemnify and hold Broker and its employees, officers, directors, shareholders, licensees, brokers and agents harmless for, from and against all losses, costs, liabilities and expenses Broker or such other party may incur as the result of any claim, suit or proceeding made or brought against Broker in connection with rendering services pursuant to this Agreement. This covenant of indemnity shall survive the expiration of this Agreement.

8.2 Buyer acknowledges and agrees that Broker is not an expert in matters including, but not limited to law, surveying, structural conditions and engineering, financing, tax, hazardous materials or environmental matters. Buyer acknowledges that Buyer has been advised to seek professional expert assistance and advice in these and other areas of professional expertise. If Broker provides to Buyer names or sources for such advice and assistance, Buyer acknowledges and agrees that Broker does not warrant or guarantee the services and/or products. Buyer also agrees to hold Broker harmless from liability resulting from incomplete and/or inaccurate information provided by Buyer to Broker. Buyer agrees to indemnify Broker against all claims, damages, losses, expenses, or liability arising from the handling of earnest money by anyone other than Broker.

9. MISCELLANEOUS.

9.1 This Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated hereby, and supersedes all other agreements between the parties with respect to the transactions contemplated hereby, and cannot be modified, supplemented, amended or rescinded except by an instrument in writing signed by the parties hereto.

9.2 This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida, and any action brought hereon shall only be brought in a court of competent jurisdiction in Broward County, Florida.

9.3 Attorney Fees. In the event that either party shall commence any legal proceedings for the enforcement of this Agreement or for the recovery of any sums which may be due hereunder or because of any default or breach by either party, the prevailing party shall be entitled, in addition to any other relief obtained in such legal proceedings, to receive all of its costs and expenses in connection with such action, including without limitation attorney fees.

9.4 Section Headings. The headings of the several sections of this Agreement are inserted solely for convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.

9.5 Dispute Resolution. In the event of a dispute between the parties with respect to any terms of this Agreement or the application thereof, the parties shall cooperate in good faith to mutually-resolve such dispute. Any unresolvable disputes between the parties shall thereafter be mediated by a mediator mutually agreeable to the parties, which mediation shall occur within thirty (30) days of the date the parties are unable to agree on a resolution. If a settlement is not reached in mediation, the parties agree that within sixty (60) days of the completion of such mediation, any claim, dispute or other matter in question between the parties hereto arising out of or relating to this Agreement, or the breach thereof, shall be decided by arbitration in accordance with the rules of the American Arbitration Association (“AAA”) in effect on the date hereof. Unless the parties to the dispute shall mutually agree upon one (1) qualified arbitrator, there shall be three (3) arbitrators appointed, all of whom shall be qualified by education, training or experience as may be appropriate according to the nature of the claim, dispute, or other matter in question, with one (1) arbitrator appointed by each party to the dispute, and the third arbitrator appointed by the first two arbitrators. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be properly executed as of the date first above written.

BROKER :

Full Name:
Date Signed:

Buyer:



Full Name: *
Date Signed: