Referral Agreement

REFERRAL AGREEMENT

This Referral Agreement (“Agreement”) is made and entered into as of ________________________, by and between:

Alvear Ventures, LLC, a Delaware limited liability company, having its principal place of business at 1 Alhambra Plaza, Floor PH, Coral Gables FL 33134 (“Company”),

and

____________________________, an individual or entity having its principal place of business at ________________________________________________ (“Referrer”).

Company and Referrer may collectively be referred to as the “Parties” and individually as a “Party.”

1. Purpose

This Agreement sets forth the terms under which Referrer will refer prospective borrower clients to Company in exchange for a referral fee if such referrals result in a closed loan.

2. Referrals and Submission

2.1 Referrer may submit prospective borrowers (“Referred Clients”) through a designated Company form or secure email address.

2.2 Referrer represents and warrants that each Referred Client has consented in writing to being referred to Company and to being contacted for the purposes of loan origination and underwriting.

2.3 The Company reserves the sole discretion to accept, reject, or modify any referral without obligation to provide explanation or enter into a lending transaction.

3. Referral Compensation

3.1 Base Compensation: For each Referred Client who closes a loan with Company, Referrer will receive the greater of (i) One Thousand Two Hundred Fifty Dollars ($1,250), or (ii) 0.25% (25 basis points) of the funded loan amount.

3.2 Enhanced Compensation: After ten (10) successfully closed referrals, Referrer shall receive the greater of One Thousand Five Hundred Dollars ($1,500) or 0.35% (35 basis points) per subsequent loan closed.

3.3 Bonuses: Additional bonuses may be offered (e.g., $500 bonus for every fifth closed loan in a quarter) per the current program incentives.

3.4 Payouts: Referral fees shall be paid within fourteen (14) business days of receipt of funds to the Company, contingent upon (a) Company’s receipt of all necessary borrower documentation, (b) confirmation of the Referred Client’s attribution to Referrer, and (c) completion of Referrer’s W-9 and banking/payment details.

3.5 Minimum Threshold: Loans must be at least $125,000 to qualify for full referral fees. This threshold ensures operational efficiency and cost coverage associated with underwriting, processing, and compliance. Loans below this amount will be compensated on a prorated basis, calculated by multiplying the actual loan amount by the applicable basis point percentage (0.25% or 0.35%, depending on tier) or by using a proportionate share of the flat fee ($1,250 or $1,500), whichever is greater.

3.6 Self-Referral Restriction: Referral fees will not be paid for transactions in which Referrer or any affiliated party is the borrower or a direct beneficiary unless explicitly approved in writing by Company.

3.7 Definition of Closed Loan: For the purpose of this Agreement, a "closed loan" means a loan that has been fully funded by the Company, with all closing documentation completed and recorded.

4. Attribution

4.1 Company will attribute a Referred Client to Referrer for a period of ninety (90) days after initial submission.

4.2 If the Referred Client was already known to Company, submitted by another source, or ineligible under Company’s criteria, Company will notify Referrer and no fee will be owed.

4.3 In the event of conflicting referrals, attribution shall be granted to the first verified submission received by Company’s system, based on timestamp.

5. Independent Contractor Status

5.1 Referrer is an independent contractor and not an employee, agent, or legal representative of the Company.

5.2 Nothing in this Agreement shall be construed to create a partnership, joint venture, or fiduciary relationship.

5.3 Referrer has no authority to bind, represent, or contract on behalf of Company.

6. Confidentiality and Data Security

6.1 Referrer agrees to maintain strict confidentiality regarding any borrower information, pricing terms, or proprietary materials received during the course of this Agreement.

6.2 All client data must be transmitted through secure methods (e.g., encrypted email, secure form). Referrer shall not retain or misuse borrower information for any purpose other than the referral contemplated herein.

6.3 Referrer shall immediately notify Company of any suspected data breach or unauthorized disclosure of information.

7. Compliance and Advertising Restrictions

7.1 Referrer shall comply with all applicable federal, state, and local laws, including but not limited to those governing marketing, privacy, licensing, and fair lending.

7.2 Referrer shall not advertise Company services or use Company’s name, likeness, branding, or content without prior written approval.

7.3 Referrer shall not make any representations about loan terms, interest rates, or underwriting criteria, or hold themselves out as a licensed lender or representative of Company.

7.4 Referrer shall not negotiate loan terms, quote interest rates, or otherwise act in a capacity requiring a mortgage broker, lender, or financial advisor license unless duly licensed and authorized to do so in the relevant jurisdiction.

8. Anti-Circumvention

Referrer agrees not to circumvent or attempt to circumvent Company by engaging directly with any of Company’s funding sources, borrowers, or platform investors introduced or discovered through this relationship for a period of twenty four (24) months following termination.

9. Non-Solicitation and Non-Disparagement

Referrer agrees not to solicit any borrowers introduced by Company or to make any public or private statements that could reasonably be construed to disparage Company, its services, or its personnel.

10. Audit Rights

Company reserves the right to audit referral submissions and payment records at its discretion in the event of any suspected fraud, duplicate submissions, or commission disputes.

11. Publicity and Branding Use

Referrer shall not use Company’s name, logo, or branding in marketing materials, advertisements, or public statements without prior written consent.

12. Partner Misconduct or Fraud

Company reserves the right to withhold payments and terminate this Agreement immediately in the event of suspected fraud, misrepresentation, or violation of borrower rights.

13. Term and Termination

13.1 This Agreement shall begin on the Effective Date and may be terminated by either party at any time upon written notice.

13.2 Company shall remain obligated to pay referral fees for any qualifying loans that close within sixty (60) days of termination, provided they were submitted prior to termination.

14. Governing Law and Dispute Resolution

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions.

14.2 Any dispute arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration under the rules of the American Arbitration Association in New Castle County, Delaware.

15. General Provisions

15.1 Entire Agreement: This Agreement contains the entire understanding between the parties and supersedes any prior agreements.

15.2 Modifications: No amendment or modification shall be valid unless in writing and signed by both parties.

15.3 Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

15.4 Force Majeure: Neither party shall be liable for any failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, internet outages, or regulatory changes.

15.5 Execution: This Agreement may be executed in counterparts, including by electronic signature, and each shall be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Referral Agreement as of the Effective Date.

COMPANYAlvear Ventures, LLC

By: _______________________________Name:Title:Date:

REFERRER

By: _______________________________Name:Title (if applicable):Date: