Master Broker Referral, Cooperation & Portal Agreement

This Master Broker Referral, Cooperation & Portal Agreement (“Agreement”) establishes the terms and conditions governing the relationship between FORTIS Pre-Development Capital (“FORTIS”) and the individual or company registering as a Broker (“Broker”).

FORTIS operates a proprietary pre-development platform that identifies, evaluates, structures, finances, and manages opportunities involving land acquisitions, entitlement, zoning, engineering, architecture, development, joint ventures, construction financing, equity investments, and other real estate related transactions.

The Broker’s role is to introduce qualified opportunities, facilitate communications between FORTIS and potential clients, and assist in developing business relationships. Broker understands that all opportunities remain subject to FORTIS’s internal underwriting, legal review, financial analysis, and final business approval.

Nothing contained in this Agreement obligates FORTIS to pursue, finance, purchase, invest in, or otherwise proceed with any opportunity submitted by Broker. All business decisions remain within the sole discretion of FORTIS.

This Agreement creates a non-exclusive business relationship.

FORTIS may appoint additional brokers, consultants, referral partners, or representatives in any geographic market without notice to Broker.

Broker may conduct other lawful business activities provided those activities do not violate this Agreement, including its confidentiality, non-circumvention, non-solicitation, and restrictive covenant provisions.

Nothing in this Agreement guarantees Broker any minimum number of opportunities, leads, referrals, transactions, commissions, income, or territory.

Broker acknowledges that multiple brokers may work on similar opportunities and that FORTIS reserves the right to determine how opportunities are assigned and managed.

This Agreement becomes effective immediately upon electronic acceptance through the FORTIS Broker Portal and shall remain in effect for twenty-four (24) months unless terminated earlier by either party.

Upon expiration, the Agreement may continue if both parties continue doing business without objection or execute a renewal agreement.

Termination of this Agreement shall not affect any rights or obligations that expressly survive termination, including:

• Confidentiality
• Intellectual Property
• Commission Rights
• Tail Commission Protection
• Non-Circumvention
• Non-Solicitation
• Restrictive Covenants
• Dispute Resolution
• Governing Law

Broker acknowledges that FORTIS has invested substantial time, capital, proprietary systems, artificial intelligence technology, business methods, marketing resources, relationships, underwriting procedures, and confidential information in developing its business platform.

During the term of this Agreement and for twenty-four (24) months following termination, Broker agrees not to establish, own, finance, manage, or materially participate in a competing institutional pre- development capital platform that uses FORTIS’s confidential information, proprietary workflows, AI systems, trade secrets, client relationships, pricing models, or business methods.

Nothing in this section prohibits Broker from engaging in traditional real estate brokerage or other lawful business activities that do not rely on FORTIS’s proprietary information or violate applicable law.

The parties acknowledge that this provision is intended to be enforced only to the fullest extent permitted under applicable law. If any portion is determined to be unenforceable, it shall be modified only to the extent necessary to remain enforceable while preserving its original intent.

Broker agrees that during the term of this Agreement and for twenty-four (24) months following termination, Broker shall not directly or indirectly solicit, recruit, hire, encourage, or induce any employee, broker, consultant, architect, engineer, contractor, lender, investor, referral source, vendor, or strategic partner of FORTIS to terminate or reduce their business relationship with FORTIS.

Broker further agrees not to use confidential information obtained through FORTIS to pursue business relationships that were introduced by or through FORTIS for the purpose of avoiding FORTIS’s participation or compensation.

This provision shall not prohibit Broker from conducting general advertising or accepting unsolicited inquiries where no confidential information or registered FORTIS opportunity is involved.

The FORTIS Broker Portal is the exclusive platform for registering opportunities, tracking activity, communicating with FORTIS, and protecting commission rights.

To qualify for commission consideration, Broker must upload each opportunity through the Portal with complete and accurate information, including all available contact information, supporting documents, property details, and any additional information reasonably requested by FORTIS.

The date and time recorded by the Portal shall constitute the official record for determining when an opportunity was registered. Broker acknowledges that verbal discussions, emails, text messages, or phone calls alone do not establish commission protection unless the opportunity is properly registered through the Portal.

FORTIS reserves the right to reject incomplete, duplicate, inaccurate, fraudulent, or previously known opportunities. Acceptance of a registration does not constitute approval of the transaction or guarantee compensation.

Broker agrees to promptly update the status of each registered opportunity through the Portal, including communications with the client, meetings held, proposals delivered, letters of intent executed, and any material developments. Failure to maintain accurate records may affect commission eligibility if a dispute arises.

FORTIS may audit Portal activity, uploaded documents, communications, and time-stamped records to determine the status of any opportunity.

Broker shall earn commissions only on transactions that are approved by FORTIS and successfully close in accordance with the applicable commission schedule published through the Broker Portal.

No commission shall be deemed earned until FORTIS has actually received the corresponding payment from the applicable client, borrower, seller, investor, lender, developer, or other party responsible for payment.

Broker understands that commissions are based upon actual collections received by FORTIS and not upon contract value, projected fees, anticipated revenue, or estimated profits.

FORTIS reserves the right to modify future commission schedules at its sole business discretion by publishing updated commission policies within the Broker Portal.

Unless otherwise specifically announced by FORTIS, commission changes shall apply only to opportunities registered after the effective date of the revised schedule. Opportunities properly registered before such effective date shall remain subject to the commission schedule in effect on the date of registration.

If multiple brokers participate in a transaction, FORTIS shall determine the allocation of commissions based upon each broker’s documented contribution, procuring efforts, and participation in successfully completing the transaction.

FORTIS reserves the right to offset unpaid obligations, chargebacks, refunds, or commissions previously paid in error against future commissions payable to Broker.

Broker acknowledges that FORTIS utilizes proprietary artificial intelligence, automation tools, internal databases, and third-party information sources to identify and distribute business opportunities.

Due to the nature of automated systems, duplicate opportunities may occasionally be assigned to more than one broker.

If duplicate assignments occur, FORTIS shall determine the broker entitled to commission based upon good- faith review of all relevant information, including but not limited to:

• Date and time of registration.
• First meaningful communication with the client.
• Quality and completeness of follow-up.
• Portal activity.
• Documentation submitted.
• Overall contribution toward closing the transaction.
• Procuring cause of the completed transaction.

FORTIS’s determination shall be made in good faith after reviewing the available records maintained within the Broker Portal.

Broker acknowledges that duplicate lead assignments do not constitute negligence or breach of this Agreement and expressly releases FORTIS from liability arising solely from duplicate AI-generated assignments.

FORTIS’s business model is to invest its own capital to fund the pre-development of approved projects, including architectural services, engineering, surveying, environmental studies, permitting, entitlement work, and all other approved third-party soft costs necessary to bring a project to shovel-ready status.

The Broker shall be entitled to a commission equal to ten percent (10%) of the fees earned by FORTIS on each transaction successfully introduced by the Broker and accepted by FORTIS, unless otherwise stated in the commission schedule published in the FORTIS Broker Portal.

Because FORTIS funds the pre-development process in stages, the Broker’s commission shall be paid on a pro rata basis as FORTIS releases each approved project draw. Each time an architect, engineer, or other approved consultant completes a milestone and FORTIS funds the corresponding draw, the Broker shall receive the proportional share of the Broker’s total commission attributable to that draw.

For example, if FORTIS enters into a pre-development agreement with total professional fees of $1,000,000, the Broker shall earn a total commission of $100,000 (10%). If the project is funded through ten (10) equal milestone draws, the Broker shall receive $10,000 each time FORTIS funds an approved draw, until the full commission has been paid.

The Broker acknowledges that commissions are paid progressively throughout the pre-development process as FORTIS funds each completed milestone, and no commission shall be due for work that has not yet reached an approved funding milestone.

FORTIS reserves the right to modify commission percentages for future transactions by publishing an updated Commission Policy in the Broker Portal. Any opportunity registered before the effective date of such modification shall continue to be governed by the commission structure in effect on the date the opportunity was registered, unless otherwise agreed in writing.

FORTIS recognizes the substantial effort required to identify and develop business opportunities.

Accordingly, if Broker properly registers an opportunity during the term of this Agreement and that opportunity closes within twelve (12) months following termination of Broker’s relationship with FORTIS, Broker shall remain eligible for the commission applicable under the commission schedule in effect on the original registration date.

• Tail commission protection shall apply only if:
• the opportunity was properly registered through the Portal;
• Broker materially participated in developing the opportunity;
• Broker fully complied with this Agreement;

the opportunity was not previously disqualified for fraud, misconduct, abandonment, or material breach.

Tail protection shall not apply to new opportunities introduced after termination or to opportunities materially changed into separate transactions after termination unless otherwise approved in writing by FORTIS.

Broker acknowledges that, during the course of this Agreement, Broker may receive access to confidential and proprietary information belonging to FORTIS, including business plans, underwriting models, financial information, client information, pricing, commission structures, artificial intelligence systems, software, databases, CRM information, workflows, marketing materials, documents, templates, and strategic business relationships.

Broker agrees to maintain all Confidential Information in strict confidence and shall not disclose, copy, distribute, publish, or use such information for any purpose other than performing services under this Agreement without the prior written consent of FORTIS.

All intellectual property developed, owned, licensed, or used by FORTIS, including the FORTIS name, logo, Broker Portal, software, AI systems, databases, templates, reports, forms, underwriting methods, and operational procedures, shall remain the exclusive property of FORTIS. No ownership rights are transferred to Broker by this Agreement.

Upon termination, Broker shall immediately cease using all FORTIS materials and, upon request, return or permanently delete all confidential information in Broker’s possession, except where retention is required by law.

Broker agrees not to intentionally circumvent FORTIS with respect to any opportunity introduced through the FORTIS platform or registered within the Broker Portal.

Broker shall not attempt to complete a transaction directly with a client, seller, developer, investor, lender, architect, engineer, contractor, or other party introduced through FORTIS for the purpose of avoiding FORTIS’s participation or compensation.

Likewise, FORTIS agrees that it will not intentionally circumvent Broker regarding a properly registered opportunity where Broker has materially complied with this Agreement.

Nothing in this Article prevents FORTIS from conducting business with parties that were independently known to FORTIS before the Broker’s introduction or from pursuing unrelated transactions.

Broker is engaged as an independent contractor and not as an employee, partner, joint venturer, franchisee, or legal representative of FORTIS.

Broker has no authority to bind FORTIS, enter contracts on behalf of FORTIS, incur obligations in FORTIS’s name, or make representations that have not been expressly authorized by FORTIS in writing.

Broker shall be solely responsible for all applicable taxes, insurance, licensing requirements, permits, and business expenses.

Broker agrees to comply with all applicable federal, state, and local laws, regulations, licensing requirements, advertising rules, anti-corruption laws, and privacy obligations applicable to Broker’s activities.

Broker shall not make false or misleading statements regarding FORTIS, its services, projected returns, project approvals, financing, or any transaction.

Broker shall conduct business honestly, professionally, and ethically at all times.

Broker shall defend, indemnify, and hold harmless FORTIS, its owners, officers, directors, employees, affiliates, and representatives from any third-party claims, damages, liabilities, judgments, costs, or reasonable attorneys’ fees arising out of:

• Broker’s negligence or misconduct;
• Broker’s breach of this Agreement;
• Broker’s violation of applicable law;
• Broker’s unauthorized statements or representations; or
• Broker’s infringement of any third-party rights.
• This obligation survives termination of this Agreement.

FORTIS shall not be liable for indirect, incidental, special, consequential, punitive, or lost-profit damages arising from participation in the Broker Portal or any transaction.

FORTIS does not guarantee that any opportunity will close, that financing will be obtained, that approvals will be granted, or that Broker will earn any commission.

Broker acknowledges that AI-generated opportunities, public data, and third-party information may contain inaccuracies. FORTIS shall not be liable for duplicate lead assignments, incomplete information, system outages, or business decisions made in good faith.

The parties shall first attempt in good faith to resolve any dispute through informal discussions.

If a dispute cannot be resolved, the parties agree to confidential mediation before commencing arbitration or litigation, unless emergency equitable relief is required.

Any dispute that remains unresolved shall be submitted to binding arbitration in Miami-Dade County, Florida, in accordance with the laws of the State of Florida. The arbitrator shall have authority to award any remedy available under applicable law.

Nothing in this Article limits either party’s right to seek temporary injunctive relief to protect confidential information or intellectual property.

In any action, arbitration, or proceeding arising from or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expenses to the extent permitted by applicable law.

This Agreement constitutes the complete understanding between FORTIS and Broker regarding the subject matter addressed herein and supersedes all prior oral or written discussions, negotiations, and agreements.

FORTIS may update operational policies, commission schedules, Broker Portal procedures, and AI Lead Allocation procedures by publishing updated policies within the Broker Portal, provided that any changes shall apply only as expressly described in those policies and shall not retroactively alter vested commission rights unless otherwise agreed.

If any provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect.

Failure by either party to enforce any provision shall not constitute a waiver of future enforcement.

Broker acknowledges that this Agreement may be accepted electronically through the FORTIS Broker Portal.

By selecting “I Agree,” creating an account, accessing the Broker Portal, submitting an opportunity, or otherwise using the FORTIS platform after being presented with this Agreement, Broker confirms that Broker has read, understood, and agrees to be legally bound by this Agreement.

Electronic acceptance shall have the same legal force and effect as an original handwritten signature.

• By accepting this Agreement, Broker acknowledges and agrees that:
• Broker has carefully read this Agreement.

Broker has had the opportunity to seek independent legal advice before accepting it.

Broker understands the rights and obligations created by this Agreement.

Broker voluntarily agrees to comply with all applicable provisions.