FULLY PARTICIPATING SERVICE LEVEL AGREEMENT
Exhibit 10.6
FULLY
PARTICIPATING
SERVICE LEVEL
AGREEMENT
THIS SERVICE
LEVEL AGREEMENT
(the “Agreement”) is made the ____ day of _______________, 0000,
X
X X X X X X:
XXXXXXXXXXXXXXX.XXX FINANCIAL GROUP
OF COMPANIES, INC.,
000
Xxxxxxx Xxxxxxxxx, Xxxxx 00,
Xxxxxxx,
XX
X0X
0X0
a
corporation incorporated under the laws of Canada
(hereinafter
as the “Company”);
- and
-
a
corporation incorporated under the laws of the Province of
_____________
(hereinafter
as “RE/MAX FRANCHISEE”).
RECITALS
WHEREAS pursuant to the
specific terms and conditions of a strategic marketing alliance and mortgage
solution license agreement (“Strategic Alliance Agreement”) that was executed on January 27, 2006 between RE/MAX
Ontario-Atlantic Canada Inc. (the “Master Franchisor”) and XxxxxxxxXxxxxxx.xxx
Holdings, Inc. (“MBKR.OB”), the parent corporation that wholly owns the
Company,
And
whereas the RE/MAX FRANCHISEE, a Real Estate Broker and Franchise owner, desires
to participate in the strategic alliance and related services (the “Mortgage
Broker Solution”) described in detail in the aforementioned Strategic Alliance
Agreement under the terms and conditions described herein,
SERVICE
COVENANTS
NOW THEREFORE in consideration
of the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
|
|
Page 1 of
18
|
|
1.
|
The
term of this agreement (“Term”) shall be from the date first above written
for a period of one (1) year, unless otherwise terminated as provided
herein below. The Agreement shall automatically renew for
successive one (1) year Terms, unless otherwise terminated as provided
herein below.
|
|
2.
|
The
Company shall provide the Mortgage Broker Solution, the current key elements of which are summarized in Schedule A and detailed
in the afore-mentioned Strategic Alliance Agreement, to the RE/MAX
FRANCHISEE which provides referral commission revenue on a mortgage
transaction basis to the Master Franchisor, RE/MAX FRANCHISEE and the
RE/MAX FRANCHISEE’s sales associates as well as an opportunity for the
RE/MAX FRANCHISEE to earn stock warrants for common shares of the
Company’s publicly traded parent company XxxxxxxxXxxxxxx.xxx Holdings,
Inc. (“MBKR.OB”).
|
|
3.
|
In
consideration for delivery of the Mortgage Broker Solution by the Company,
the RE/MAX FRANCHISEE shall:
|
|
a.
|
Actively
promote the Mortgage Broker Solution throughout the RE/MAX FRANCHISEE’S
business operations and sales associate
network;
|
|
b.
|
Participate
in a RE/MAX strategic advisory council, as may be requested from time to
time by the Company and Master
Franchisor;
|
|
c.
|
During
the launch of the Mortgage Broker Solution, work collaboratively with the
Company to establish Company mortgage specialist business development
officers (“Mortgage Specialist BDOs”), as mutually agreed upon, to service
the RE/MAX FRANCHISEE’s offices;
|
|
d.
|
Allow
equal access to Company mortgage specialist BDOs to each RE/MAX FRANCHISEE
office, when such office is open for business, as may be afforded to any
other competitive mortgage agent. Such access is to be provided
by the RE/MAX FRANCHISEE at no cost to the Company or the Company’s
Mortgage Specialist BDOs;
|
|
e.
|
As
appropriate and mutually agreed upon, work with the Company to promote the
presence and marketability of the Company Mortgage Specialist BDO in the
RE/MAX FRANCHISEE’s office;
|
|
f.
|
As
appropriate and mutually agreed upon, for those RE/MAX Franchisees that
maintain their own World Wide Web (“www”) Marketing sites, work
collaboratively with the Company to place a Master Franchisor co-approved
or developed link on the RE/MAX Franchisee’s www site that markets the
Mortgage Broker Solution to the Consumer and allows for ‘click through’
functionality to allow the consumer to link to a mortgage referral
environment;
|
|
|
Page 2 of
18
|
|
g.
|
Work
collaboratively with the Company to provide full disclosure to the
consumer as may be required under any and all current and future laws and
regulations applicable to the Master Franchisor, the RE/MAX FRANCHISEE or
the Company. Without limitation, such disclosure shall include
information with respect to any distributed referral fee or volume bonus
shares, that materially complies with the disclosure presented in
Schedules “B” and “C”;
|
|
h.
|
Meet
with the Company’s regional sales manager from time to time to discuss the
Mortgage Broker Solution, the mortgage sales pipeline, capture rates,
marketing initiatives, and best practices;
|
|
i.
|
Work
collaboratively with the Company and Master Franchisor to distribute
commission fees to Sales Associates; and
|
|
j.
|
Provide Manulife Financial with written or
electronic notification indicating that a Sales Associate of the RE/MAX
FRANCHISEE has: 1) transferred to another RE/MAX Franchisee of the Master
Franchisor and inform Manulife Financial who that new RE/MAX Franchisee is
so that the Sales Associate can continue with the Mortgage Broker Solution
and Manulife Financial can make the necessary changes or 2) has terminated
their association with RE/MAX and the Mortgage Broker Solution and must
therefore be provided by Manulife Financial with a benefit options
statement.
|
|
4.
|
The RE/MAX FRANCHISEE agrees not to make any deduction from the amount
from time to time deposited by the Company in the account designated for this purpose by the RE/MAX
FRANCHISEE for the credit of
the RE/MAX FRANCHISEE’s Sales Associates. Rather the
RE/MAX FRANCHISEE agrees to execute a Business Pre-Authorized Debit
Authorization with Manulife Financial
(attached as Schedule “D”). Such authorization will authorize
Manulife Financial to withdraw from the account of the RE/MAX FRANCHISEE the payments from time to time made by MBKR to
the RE/MAX FRANCHISEE on behalf of its Sales
Associates.
|
|
5.
|
The
Company and Company mortgage specialist business development officers
agree that they will carry out the Mortgage Broker Solution in a manner
that is professional, transparent, ethical, legal and fully compliant with
any and all current and future laws and regulations applicable to the
Master Franchisor, the RE/MAX FRANCHISEE or the Company. The
RE/MAX FRANCHISEE shall participate in the Mortgage Broker Solution in a
manner that is similarly professional, transparent, ethical, legal and
fully compliant with any and all current and future laws and regulations
applicable to the Master Franchisor, the RE/MAX FRANCHISEE or the
Company. Both the Company and the RE/MAX FRANCHISEE agree to
notify the other party, forthwith, following their becoming aware of the
applicable misconduct or violation, of any misconduct or violation of any
and all current and future laws and regulations applicable to the Master
Franchisor, the RE/MAX FRANCHISEE or the Company, by the Company, the
Company mortgage specialist business development officer, the RE/MAX
FRANCHISEE or a RE/MAX FRANCHISEE sales
associate.
|
|
|
Page 3 of
18
|
|
6.
|
In
the event that either the RE/MAX FRANCHISEE or the Company materially
breaches this agreement or otherwise fails to perform its obligations
pursuant to this agreement in accordance with the terms of this agreement,
the one of them not in default may terminate this agreement by providing
to the other of them thirty (30) days notice specifying the
breach. The notice required shall demand immediate cure of the
condition or conditions warranting termination, and shall advise that in
the event the condition or conditions warranting termination specified in
the notice are not cured within the thirty (30) day notice period, this
agreement shall be terminated without further
notice.
|
|
7.
|
It
is hereby agreed that it is the right of the Company to adjust the
service, terms, conditions and remuneration associated with the Mortgage
Broker Solution for successive Terms. The Company shall provide
the RE/MAX FRANCHISEE at least sixty (60) days written notice prior to the
end of a Term of the Company’s intent to make any changes to the Mortgage
Broker Solution.
|
|
8.
|
The
Agreement may be terminated without cause by either party at the end of
the Term or each successive Term by providing at least thirty (30) days
written notice prior to the end of the Term. Failure to provide
such notice will result in the automatic renewal of this Agreement for a
successive Term.
|
|
9.
|
MISCELLANEOUS
|
|
a.
|
Entire
Agreement: This Agreement including any agreements
incorporated by reference, and Schedules “A”, “B”, “C”, “D” and “E”
attached hereto, constitute the entire agreement and understanding between
the parties with respect to the Company’s provision of the Mortgage Broker
Solution and supersedes any prior or contemporaneous written or oral
agreements, representations and warranties between the parties respecting
the subject matter hereof. There are no warranties,
representations or other agreements between the parties in connection with
the subject matter hereof except as specifically set forth
herein.
|
|
b.
|
Relationship of
Parties. Each of the parties will be solely and entirely
responsible for its acts and the acts of its agents, subcontractors,
third-party service providers and employees during the performance of this
Agreement. Nothing contained in this Agreement shall be
construed as creating a partnership, joint venture, agency, trust or other
association of any kind, each party being individually responsible only
for its obligations as set forth in this
Agreement.
|
|
c.
|
Confidentiality. Each
party hereto acknowledges that, during the term of this Agreement, each
party may be required from time to time to disclose to the other party
certain materials, information and data relating to such party's business
(all of which is hereinafter referred to as "Confidential
Information"). Each party hereto acknowledges that the other's
Confidential Information, other than that which is publicly known, is
confidential and proprietary information and constitutes trade
secrets. Each party agrees to exercise the same degree of care
of the other party's Confidential Information that it does with its own
Confidential Information and to confine knowledge of Confidential
Information only to its employees who require such knowledge for use in
the ordinary course and scope of their employment. The parties
hereto shall not, during the term of this agreement or thereafter, use,
disclose, divulge or make available each other's Confidential Information
to any third party either directly or indirectly in any manner whatsoever
without the prior written consent of the other
party.
|
|
|
Page 4 of
18
|
|
d.
|
Notice. Any
notice or other communication required to be given under this Agreement
must be in writing given by facsimile, personal delivery, ordinary mail or
by prepaid certified or registered mail to the current address of record
of the respective party.
|
|
e.
|
Errors and
Omissions. The RE/MAX FRANCHISEE shall maintain errors
and omissions insurance, providing for coverage in the form as required by
the laws governing in the jurisdiction(s) where the RE/MAX FRANCHISEE
carries on business in such amount as is required by law, and provide
evidence of such coverage to the Company within two (2) Business Days upon
request.
|
|
f.
|
Limitation of
Liability. Neither the Company nor the RE/MAX FRANCHISEE, or
any of either party’s respective successors, assigns, directors, officers,
shareholders, employees or agents will be liable to the other or any
successor thereto or subsidiary or shareholder thereof for any conduct or
action taken or not taken by it in the course of its performance of the
services required hereunder unless such conduct, action or inaction was
taken in bad faith or with negligence or willful
misconduct.
|
|
g.
|
Governing
Law. This Agreement shall be construed in accordance
with the laws of the Province of Ontario and the laws of Canada applicable
therein without regard to principles of conflicts of laws or choice of
law.
|
|
h.
|
Assignment. Neither
the RE/MAX FRANCHISEE nor the COMPANY may assign this Agreement, or any of
its rights, title or interest in this Agreement, to any person without the
prior written consent of the other; provided that the Company may assign
or outsource any or all of the Services under this Agreement to a
subsidiary or affiliated body corporate (as such term is defined in the
Canada Business Corporations Act, or such similar
legislation).
|
|
i.
|
Severability. Each
of the provisions contained in this Agreement is distinct and severable
and a declaration of invalidity or unenforceability of any provision by a
court of competent jurisdiction will not affect the validity or
enforceability of any other provision of this
Agreement.
|
|
j.
|
Amendments. Subject
to the terms of this Agreement and unless otherwise specified herein, this
Agreement may be amended in writing at any time only upon the mutual
agreement of all parties hereto.
|
|
|
Page 5 of
18
|
IN WITNESS WHEREOF this
Agreement has been executed by the parties hereto on the date first above
written.
XxxxxxxxXxxxxxx.xxx
Financial Group of Companies, Inc.
I have
the authority to bind the corporation,
by:
Xxxx
Xxxxxxxxx
C.E.O.
RE/MAX
____________________________________
I have
the authority to bind the corporation,
by:
[Name:]
[Title:]
|
|
Page 6 of
18
|
SCHEDULE
A
The
Mortgage Broker Solution
Ownership
● Leverage ● Profit Sharing ● Retention ● Value Creation
|
|
Page 7 of
18
|
|
|
SCHEDULE
A
|
Licensure
The
Mortgage Broker Solution is being made available exclusively to the Master
Franchisor’s Franchisees under the terms of a 10 year License Agreement that is
renewable for an additional ten years.
Service
The
following describes the key elements of the Company and Master Franchisor
service contemplated as part of the Mortgage Broker Solution to be established
for each RE/MAX FRANCHISEE office:
RE/XXX
xxx refer customers to the Mortgage Broker Solution directly to the assigned
Mortgage Specialist Business Development Officer (Mortgage Specialist
BDO). The referral may also be provided indirectly via an on-line
World Wide Web (“www”) referral and application system.
The
following describes the Mortgage Broker Solution service team:
|
·
|
a
RE/MAX strategic advisory committee will be established representing the
Company, the Master Franchisor and the RE/MAX Franchise network and the
participants may vary each year, as mutually decided upon by the Company
and Master Franchisor. The advisory committee will be
structured and tasked with providing ongoing feedback, knowledge and
business intelligence transfer, and problem solving ongoing issues related
to the Mortgage Broker Solution.
|
|
·
|
the
Company will arrange for a Mortgage Specialist BDO to be generally
assigned to each office. Where warranted, a Mortgage Specialist
BDO may manage the relationships at several smaller Participant offices or
several Mortgage Specialist BDOs will be assigned to larger Participant
offices. The Mortgage Specialist BDO will be part of a service
team of regional Mortgage Specialist BDOs, structured to provide
geographic and temporal coverage and provide flexibility to respond to
language and cultural
sensitivities.
|
|
·
|
all
customer files will be reviewed by an independent Compliance Officer to
screen for fraud and licensure non-compliance, subject to compliance with
all privacy legislation.
|
|
·
|
the
Company back office administration will manage the revenue pipeline and
manage the reporting systems.
|
|
·
|
the
Company will provide to each RE/MAX FRANCHISEE as well as the Master
Franchisor with a lead referral and sales data report on a no less than
quarterly basis for management purposes, and such other information as the
Master Franchisor may from time to time reasonably
request.
|
|
|
Page 8 of
18
|
|
|
SCHEDULE
A
|
|
·
|
The
Company will ensure that the Company’s mortgage agents are aware of the
preferential relationship the Master Franchisor has with its preferred
lender, Toronto Dominion Bank, Canada Trustco Mortgage Company and The
Canada Trust Company (collectively “TD Canada Trust”) and that the
Company’s mortgage agents act with that awareness in mind as applicable
and all things being equal.
|
|
|
Page 9 of
18
|
|
|
SCHEDULE
A
|
Transaction-based
Referral Commission Revenue
The
Company will direct deposit earned fees on a weekly basis to the Master
Franchisor and RE/MAX FRANCHISEEs accompanied with electronic statements of
account for further disbursement to Sales Associates.
Schedule
“E” of this document is a Mortgage Referral Form for use in the referral
process, the contents of which may be modified from time to time.
Commission
fees payable by lenders for origination are transaction based commission fees as
may be negotiated by the Company (“Finders Fee”). Finders Fees do not
include any origination threshold volume based bonus (“Volume Bonus”) that a
lender may pay the Company from time to time.
Volume
Bonus Lenders
For
transactions placed with lenders who pay the Company a Finders Fee and Volume
Bonus, the Master Franchisor, RE/MAX FRANCHISEE, and RE/MAX FRANCHISEE Sales
Associate (collectively, the “RE/MAX Organization”) shall be entitled to revenue
sharing of mortgage origination Finders Fees received by the Company as a result
of a referral or lead generated by the Master Franchisor, REMAX FRANCHISEE or
RE/MAX Sales Associate. Based on the particular Finders Fee paid by
the lender in a mortgage transaction, the RE/MAX Organization shall be paid a
referral fee (‘Referral Fee’) based on the following:
Residential:
|
a.
|
The
Referral Fee will equal sixty percent (60%) of Finders Fees up to 45 basis
points (0.45%) of the mortgage
amount;
|
Commercial:
|
b.
|
The
Referral Fee will equal twenty-five percent (25%) of the Finders/Broker
Fees up to 30 basis points (0.30%) of the mortgage
amount;
|
The
Referral Fee, which generally will amount to 45 basis points (‘bps’) for
residential mortgage origination, will be split for disbursement amongst the
RE/MAX Organization, as follows:
|
Stakeholder
|
Referral
Fee Split%
|
Referral
Fee Split (based on 45 bps)
|
|
Sales
Associate
|
33%
|
15
bps
|
|
RE/MAX
FRANCHISEE
|
28%
|
12.5
bps
|
|
MASTER
FRANCHISOR
|
17%
|
7.5
bps
|
|
RE/MAX
Corporate Contribution to Sales
Associates
|
20%
|
9 bps
|
|
RE/MAX Corporate Contribution to Manulife Financial for
administrative fees
|
2%
|
1bps
|
|
|
Page 10 of
18
|
|
|
SCHEDULE
A
|
Arrangements are being made with Manulife Financial to
enable each RE/MAX Sales Associate to have either a registered or a
non-registered savings plan with Manulife Financial. Each Sales
Associate, to be eligible to receive a referral fee, will be required to
establish a personal savings plan with Manulife Financial. Details
with respect to the available plans and how each Sales Associate may establish a
plan will be sent to the Franchisee for distribution to its Sales Associates as
soon as details of the plan are finalized.
Note: Currently the RE/MAX
Corporate Contribution includes an administration fee of 1 bps out of the referral fee
split on account of the fees payable to Manulife Financial for creating
and managing the RSPs and NRSPs for
RE/MAX Sales Associates.
Non-Volume
Bonus Lenders
In cases
where a lender does not pay a corporate volume bonus (Home Capital Group,
Private Lenders, etc.) the commission split varies from the standard commission
split. Where the deals funded with non volume lenders originated from
the RE/MAX FRANCHISEE sales associates, 20% of the commission fee is taken off
the top for the Company, and out of the remaining 80%, 48% of the Finders Fee
(or an effective 38.4% of the total commission fee) will be paid to the RE/MAX
Organization as a Referral Fee up to 45 bps, distributed on a Pro Rata basis as
to Volume Bonus Lender Referral Fees.
Renewal
and Refinancing
In the
case of a renewal or refinancing of a mortgage for which a Finders Fee was
payable pursuant to the aforementioned sections, such number of basis points
shall be distributed as shall be equitable having regard to prevailing practices
at the time of such renewal or refinancing.
Schedule
1
Each
RE/MAX FRANCHISEE will also be eligible to receive stock warrants for common
shares of the Company’s publicly traded parent company XxxxxxxxXxxxxxx.xxx
Holdings, Inc. as more particularly described in Schedule 1 hereto.
|
|
Page 11 of
18
|
|
|
SCHEDULE
1
SERVICE
LEVEL AGREEMENT
|
SCHEDULE
1
Volume
Incentive Share Ownership Program
|
|
Page 12 of
18
|
|
|
SCHEDULE
1
SERVICE
LEVEL AGREEMENT
|
SCHEDULE 1 – RE/MAX
PARTICIPATING FRANCHISEE
Stock
Warrants may be earned annually by a RE/MAX FRANCHISEE for aggregate
referrals from their Sales Associates leading to annual mortgage origination
volume sales for the Company (as may be calculated in Table B of this Schedule
1), pursuant to a Warrant Agreement, as detailed here-in.
TABLE B
|
RE/MAX
Annual Stock Warrant Performance Plan
|
|
|
Annual
Mortgage Origination
Or Referred Agent “Book of
Business”
|
Amount
payable in Stock Warrants
|
|
Volume
($ CDN)
|
(USD
$ ) Dollars Worth of Shares
|
|
$5,000,000
|
1,500
|
|
$20,000,000
|
6,000
|
|
$30,000,000
|
9,000
|
|
$40,000,000
|
12,000
|
|
$50,000,000
|
15,000
|
|
$60,000,000
|
18,000
|
|
$70,000,000
|
21,000
|
|
$80,000,000
|
24,000
|
|
$90,000,000
|
27,000
|
|
$100,000,000
|
30,000
|
|
$150,000,000
|
45,000
|
|
$200,000,000
|
68,410
|
|
$250,000,000
|
80,301
|
|
$300,000,000
|
94,320
|
|
$1,000,000,000
|
300,000
|
|
|
Page 13 of
18
|
|
|
SCHEDULE
1
SERVICE
LEVEL AGREEMENT
|
RULES FOR STOCK WARRANTS
EARNED ON ANNUAL VOLUME
General Rules and
Conditions
|
1.
|
Only
RE/MAX FRANCHISEEs
are eligible to earn stock warrants pursuant to the Mortgage Broker
Solution.
|
|
2.
|
Annually
earned stock warrants will have the following vestment periods prior to
being exercisable by the RE/MAX
FRANCHISEE:
|
|
a.
|
The
RE/MAX FRANCHISEE is
entitled to exercise stock warrants (Table B) earned during the first
three (3) years immediately following the Effective Date (hereafter
referred to as the “Initial Vestment Period”), at the end of year five (5)
immediately following the Effective Date;
and,
|
|
b.
|
stock
warrants earned in each consecutive two (2) year period following the
Initial Vestment Period (hereafter referred to as the “Vestment Period”)
can be exercised two years following the end of each respective
consecutive 2 year Vestment Period.
|
|
3.
|
If
the RE/MAX
FRANCHISEE terminates the agreement with the Company, at any time
prior to the end of the Initial Vestment Period or successive Vestment
Periods, the RE/MAX
FRANCHISEE will not be eligible to receive any stock warrants what
so ever for performance during a partially completed Initial Vestment
Period or successive Vestment
Period.
|
|
4.
|
The
numbers in the above table are not exact, and the table is provided only
as a guideline for reference to the RE/MAX
FRANCHISEE. The Company and it’s Board reserves the
right to adjust the share issue formulae to increase or decrease the
shares that might be issued through PATH or on a annual mortgage
origination volume basis relative to Table B presented in this Schedule 1
or to eliminate the programs completely in the future to manage the
Company’s capital structure. The Company agrees to provide 90
days notice to the RE/MAX Organization of any such
changes.
|
|
5.
|
Warrant
values for stock warrants earned during the Initial Vestment Period will
be established as the twenty (20) day average closing price following the
commencement of the Initial Vestment Period. Warrant values for
stock warrants earned during each consecutive Vestment Period will be
established as the twenty (20) day average closing price following the
commencement of the respective Vestment Period. The warrant
minimum value will be established at USD
$1.00.
|
|
6.
|
The
warrants, including exercise price, are subject to the terms and
conditions of a Warrant Agreement to Purchase Shares of Common Stock of
XxxxxxxxXxxxxxx.xxx Holdings, Inc. which will incorporate a leak-out
provision, transfer rights provision, registration rights provision, and
will describe all related warrant rights, privileges and
restrictions.
|
|
|
Page 14 of
18
|
|
|
SCHEDULE
B
SERVICE
LEVEL AGREEMENT
|
SCHEDULE
B
In the
event a mortgage is secured by XxxxxxxXxxxxxx.xxx Financial Group of Companies,
Inc. (“MBKR”) on behalf of the [Purchaser] as a result of the
referral by [RE/MAX FRANCHISEE], then
an aggregate amount of no more than 0.45% of the principal amount of the
mortgage will be paid as a finder’s fee by MBKR to be divided among Re/Max Ontario-Atlantic
Canada Inc., [RE/MAX FRANCHISEE] and
the salesperson acting as sales agent for the [Purchaser]. In
addition, [RE/MAX FRANCHISEE] is
eligible to receive, for no consideration, warrants potentially entitling [RE/MAX FRANCHISEE] to
receive an indeterminate number of shares of XxxxxxxxXxxxxxx.xxx Holdings, Inc.,
dependent on the aggregate principal amount of mortgages secured for clients and
customers of [RE/MAX FRANCHISEE] as a
result of referrals by [RE/MAX FRANCHISEE]
to MBKR.
|
|
Page 15 of
18
|
|
|
SCHEDULE
C
SERVICE
LEVEL AGREEMENT
|
SCHEDULE
C
[FORM
OF DISCLOSURE RE SELLER]
[RE/MAX FRANCHISEE] is a participant in an
arrangement with XxxxxxxxXxxxxxx.xxx Financial Group of Companies, Inc. (“MBKR”)] whereby, if a mortgage
is secured by MBKR by reason of a referral from a salesperson retained by [RE/MAX FRANCHISEE] an aggregate of no more than
0.45% of the principal amount of the mortgage will be paid as a finder’s fee by
MBKR to be divided among RE/MAX Ontario-Atlantic Canada Inc., [RE/MAX FRANCHISEE] and the salesperson acting
as sales agent for the purchaser. In addition [RE/MAX FRANCHISEE] is eligible to receive, for
no consideration, warrants potentially entitling [RE/MAX FRANCHISEE] to receive an indeterminate
number of shares of XxxxxxxxXxxxxxx.xxx Holdings, Inc., dependent on the
aggregate principal amount of mortgages secured for clients and customers of
[RE/MAX FRANCHISEE] as a result of referrals by
[RE/MAX FRANCHISEE] to MBKR.
In the
event that a salesperson retained by [RE/MAX FRANCHISEE] is the agent for the buyer
of [identify property to be
listed] then a referral fee as described above will be paid in the event
a mortgage is issued as a result of a referral to MBKR by such
salesperson.
|
|
Page 16 of
18
|
|
|
SCHEDULE
D
SERVICE
LEVEL AGREEMENT
|
SCHEDULE
D
Manulife
Financial
Business
Pre-Authorized Debit (PAD)
|
|
Page 17 of
18
|
|
|
SCHEDULE
E
SERVICE
LEVEL AGREEMENT
|
SCHEDULE
E
Mortgage
Referral Form
|
|
Page 18 of
18
|
