MARKETING AND REFERRAL AGREEMENT

This Marketing and Referral Agreement (this “Agreement”) is made effective as of

_________ ___, 2014 (the “Effective Date”), by and between [COMPANY], a Texas

limited liability company (the “Company”), and the undersigned (“Referring Party”).

In consideration of the mutual promises and covenants hereinafter contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

Engagement

1.1 Subject to the terms and conditions of this Agreement, Referring Party may from time to time refer to the Company potential real property and/or mortgage related assets for sale, asset and other property buyers, potential client opportunities for the Company, and/or potential new opportunities with existing clients of the Company (collectively, each a “Potential Opportunity”), such activities (the “Activities”) to be conducted in compliance with applicable laws and regulations. Referring Party shall notify the Company in writing of, and register with the Company, each Potential Opportunity in the manner specified by the Company (once registered, a “Registered Opportunity”). The Company may decline to register a Potential Opportunity for any reason or approve a Potential Opportunity subject to an adjustment (upwards or downwards) in the applicable Fee (as defined below) where other agents are involved with the Potential Opportunity or where the circumstances otherwise require or necessitate such adjustment in the Company’s discretion. If the Company declines, for any reason, to register a Potential Opportunity, the Company shall have no obligation (including payment obligations) to Referring Party under this Agreement or otherwise with respect to such Potential Opportunity, even if the Company closes or facilitates the closing of a transaction regarding such Potential Opportunity.

1.2 The Company, in its sole discretion, shall have the right to discuss, disclose, market, and/or source a Registered Opportunity to potential third party buyers identified by the Company (collectively, “Potential Buyers”) and other parties.

1.3 If a referral of a Registered Opportunity is disputed among one or more agents, finders, or other persons or entities, including Referring Party, the Company shall determine, and hereby is granted authority to determine, in its sole discretion, which party is entitled to compensation (including a Fees), if any, with respect to such Registered Opportunity and the amount of such compensation.

Compensation and Payment

2.1 Any fees payable by the Company to Referring Party hereunder shall be payable in accordance with Schedule 1 attached hereto and incorporated herein (the “Fees”).