Client Terms

Version 4.4 · Effective October 11, 2026

Notices to Company: Exit First, Attn: Ashlee Croft, [email protected].

These are the Client Terms incorporated by reference into every Exit First Property Engagement Order. The Engagement Order is the two-page document a client signs for a property; these terms govern it in full.

Looking for the terms covering use of this website? See Website Terms of Use.

These Client Terms (this "Agreement") are between Maximum Consulting Group LLC, an Arizona limited liability company, doing business as Exit First ("Exit First" or "Company"), and each client that signs an Engagement Order referencing these terms ("Client"). Company and Client are each a "Party" and together the "Parties." The Effective Date for a Client is the date of that Client's first Engagement Order.

RECITALS

A. Company is the operations team behind real estate investors' deals. It provides deal analysis, transaction coordination, rehab scoping and project support, vendor setup coordination, and related administrative and consulting services so that investors can run more deals without hiring staff.

B. Client is a real estate investor who wishes to engage Company for one or more of its packages or add-on services on the terms of this Agreement and the applicable Service Schedules.

C. The Parties intend that this Agreement clearly define what Company does and does not do, allocate responsibility for matters outside Company's control, and protect both Parties. In consideration of the mutual promises below, the Parties agree as follows.

1. STRUCTURE OF THE ENGAGEMENT

1.1 Master Terms and Schedules

This Agreement governs every service Company provides to Client. The specific services, deliverables, and fees are described in the Schedules to this Agreement: Schedule A (Packages: ANALYST, CLOSER, BUILDER), Schedule B (Add-Ons and Funding Referral), Schedule C (Document Handling by State), and Schedule D (Founding Client Program).

Definitions. These apply throughout this Agreement, including its Schedules.

"Business Day" means Monday through Friday, excluding Saturdays, Sundays, and federal and Arizona state holidays.

"Business Hours" means 8:00 a.m. to 5:00 p.m. Arizona time on a Business Day, excluding Company closure days.

"Client Message" means a written message from Client's designated point of contact sent to Company's designated file email or portal about that file; texts, social media messages, and messages to individual team members' personal accounts are not a reliable way to reach Company and are not treated as Client Messages.

"Active File" means a file that has been opened, has a signed Engagement Order, is not suspended under Section 4.7, and is not awaiting Client action.

1.2 Engagement Orders

Services for a specific property begin only when Client signs a Property Engagement Order (the "Engagement Order," in Company's then-current form) for that property identifying the package and add-ons engaged, and pays the deposit or fee required by the applicable Schedule. Company has no obligation to perform any service that is not covered by a signed Engagement Order.

1.3 Order of Precedence; Website

If there is a conflict between documents, the following order controls: (a) a signed Engagement Order, as to the property, the package and add-ons selected, fees, dates, and any special terms written in its "Special Terms" field and initialed by both Parties; (b) the applicable Schedule; (c) this Agreement. Company's website, marketing materials, proposals, emails, texts, and Client forms describe Company's offerings generally and do not modify this Agreement. If the website and this Agreement differ, this Agreement controls. Prices published on Company's website are current and informational only and do not constitute an offer.

1.4 Adding Properties

Client may add properties or services at any time by signing an additional Engagement Order. Each Engagement Order is a separate engagement for purposes of fees, cancellation, and liability.

1.5 Affiliated Entities Bound

Client represents that it has authority to bind, and by signing does bind, every entity, affiliate, partner, family member, or assignee through which Client closes, funds, takes title to, or receives proceeds from an engaged property (each an "Affiliate"). An Affiliate that accepts the benefit of Company's services on a property is deemed to have agreed to this Agreement as to that property. Client will cause any Affiliate to sign a joinder to this Agreement on Company's request, and Client and each Affiliate are jointly and severally responsible for all fees and obligations on that property. Client's guarantor under the Personal Guaranty on the Engagement Order guarantees the obligations of every Affiliate.

1.6 Client Defined; Business Purpose

"Client" means the individual or entity named above, whether an individual, LLC, corporation, trust, or partnership. Client represents that it engages Company for business and investment purposes and not for personal, family, or household purposes, that it is a real estate investor or operator, and that it is not a consumer in this relationship.

2. NATURE OF SERVICES AND REQUIRED DISCLOSURES

2.1 Consulting and Business Services Only

Company is a consulting and business services company. It provides analysis, coordination, document population, project planning support, and consulting services to real estate investors. Company's services help Client make and execute Client's own decisions. Company does not perform, and will not be compensated under this Agreement for, any activity that requires a real estate broker's or salesperson's license, a mortgage or lending license, a contractor's license, a law license, or any other professional license.

2.2 Capacity; Non-Representation; Excluded Licensed Activities

Company provides consulting and operations services only. The Parties agree as follows:

Capacity. In providing services under this Agreement, Ashlee Croft acts solely in her capacity as a principal and consultant of Company. Company is not a real estate brokerage, does not act as Client's agent or broker, does not represent Client in any transaction, and owes Client no agency or fiduciary duties under this Agreement. No brokerage services are provided under this Agreement, and all compensation under this Agreement is paid to Company for consulting and business services, not for any licensed activity.

Excluded Licensed Activities. Company will not, for any property in any state: (i) list or offer a property for sale, lease, or exchange to the public; (ii) advertise or market a property on the MLS, listing portals, signage, or public advertising; (iii) show property; (iv) solicit buyers, sellers, or tenants for a property on Client's behalf; (v) negotiate price, terms, or contract provisions with any buyer, seller, or their agent on Client's behalf; (vi) present or convey offers or counteroffers as Client's representative; or (vii) hold or handle earnest money or client funds (together, "Excluded Licensed Activities"). Where a Schedule describes seller conversation or coordination support, that support is limited to the non-licensed activities described in that Schedule, and Client remains the party that markets, negotiates, contracts, assigns, and closes.

No brokerage engagement. Company does not offer, arrange, or accept any listing or brokerage engagement, in Arizona or any other state, and no licensed activity is available through Company or under this Agreement. If Client wants a property listed on the MLS or marketed to the public, Client engages a real estate brokerage of Client's own choosing, directly and separately. Company receives no referral fee, commission, or other compensation in connection with any such engagement. Where Company introduces Client to a licensed agent or brokerage in Client's market, the introduction is uncompensated, Client engages and contracts with that licensee directly, and Company has no role in or responsibility for that engagement.

No licensed activity anywhere. Company performs no activity requiring a real estate license in any state, including Arizona.

No cold outreach or solicitation. Company does not make cold, unsolicited, or first-touch calls, texts, mailers, or messages to property owners, sellers, buyers, or tenants on Client's behalf, and does not source, generate, or procure seller or buyer leads for Client. Every seller or buyer Company communicates with is a person Client has already contacted, and Client initiates and leads every first contact. Company's role in any such communication is limited to information gathering and coordination as described in Schedule A, Part 4.

Non-representation notice to other parties. Company will include the following written notice in the first document package or written communication it delivers to any seller, buyer, or their agent on a Client file, and in its opening on any call Company joins, and Client consents to that disclosure: "Exit First is a consulting and operations company engaged by [Client]. Exit First is not a real estate brokerage, is not acting as a real estate agent or broker for any party in this transaction, and does not represent you. Exit First is paid a flat fee by [Client] and takes no share of the transaction."

Written acknowledgment of compensation. Client's signature on an Engagement Order stating Company's fee is Client's prior written acknowledgment of that compensation, which Company receives for consulting and operations services. The same applies to any funding referral compensation disclosed in Schedule B, Part 2.

Disclosure of interest. If any principal of Company has an ownership interest in a property or party, or will receive a commission or other compensation in a transaction involving Client, that fact will be disclosed to Client in writing before Client is bound. Principals of Company may buy, sell, option, and invest in real estate for their own accounts, directly or through entities they control, including in markets where Client operates. Company and its principals will not pursue, contract for, or accept an assignment of any property on which Client has engaged Company without Client's prior written consent, and will not use Client's confidential deal information for their own account. When a principal of Company, or an entity a principal controls, is itself a party to a transaction, that transaction is not a Company engagement and is governed by its own documents, not by this Agreement.

2.3 What Company Is Not

Company is not a lender, mortgage broker, loan originator, title company, escrow agent, law firm, accounting firm, licensed contractor, construction manager, engineer, home inspector, appraiser, insurance producer, or property manager. Company does not hold, receive, disburse, or control Client funds, earnest money, loan proceeds, or construction funds at any time.

2.4 NOT ATTORNEYS; NO LEGAL ADVICE

COMPANY AND ITS PRINCIPALS, EMPLOYEES, AND CONTRACTORS ARE NOT ATTORNEYS, ARE NOT LICENSED TO PRACTICE LAW IN ANY STATE, AND DO NOT PROVIDE LEGAL ADVICE OR LEGAL SERVICES OF ANY KIND. Nothing Company says, writes, prepares, reviews, or delivers is legal advice, and no attorney-client relationship exists between Client and Company. Company does not interpret contracts or statutes for Client, does not advise Client whether a document, structure, or strategy is lawful or enforceable, does not select legal provisions, and does not draft legal language. Any description of a risk, a structure, a timeline, or how a transaction typically works is operational and educational information only. Client will obtain its own advice from a licensed attorney in every state where it does business.

2.5 Document Handling Is Clerical; Client Designates Every Document

Where a Schedule provides for Company to enter terms into, assemble, or route transaction documents: (a) Client designates in writing, for each file, every form, addendum, and document to be used, each of which will be a document Client has obtained from its own attorney, from Client's investor community or education provider, or from another source Client chooses, and Client represents that it has the right to use it; Company does not supply, sell, draft, modify, or recommend forms or legal provisions and does not select among forms; (b) Client decides and supplies every business term in writing (a "Term Sheet"); (c) Company's role is clerical: after Client's purchase contract is executed, entering the terms in Client's Term Sheet into the post-contract addenda and transaction documents Client designates, assembling the package, and routing it for signature; Company never enters terms into or prepares Client's initial purchase contract; (d) every document package Company assembles carries a legend stating that the documents are Client's, are subject to review and approval by each party's own attorney, and that Company has not provided legal advice; (e) Company does not enter terms into any document for a property located in a state listed in Schedule C; in those states Client's closing attorney prepares the documents and Company coordinates around them; (f) Company works for Client only and does not prepare or complete documents for an unrepresented seller, buyer, or other party; (g) where Arizona law requires document preparation to be performed by or under a certified legal document preparer, that work is performed by or under Company's certified legal document preparer, who is identified on the document as required; (h) Company does not select provisions, draft language, answer questions about the legal meaning or effect of any document, or advise on its adequacy or enforceability, and refers any such question to counsel; and (i) Client is the author of every document for all purposes and is solely responsible for its content, for every disclosure the law requires in it (including wholesale disclosures under A.R.S. 44-5101 and similar laws in other states), and for having it reviewed by counsel. Documents used under this Agreement are not Arizona Association of REALTORS or other brokerage forms.

2.6 No Other Professional Advice

Nothing Company provides is tax, accounting, investment, lending, insurance, or construction advice. Deal analysis is an opinion of value based on available data and is not an appraisal. Scopes, budgets, timelines, and draw schedules are planning tools, not bids or guarantees. Client will obtain its own advice from a licensed CPA, lender, insurance producer, contractor, or other professional, and is solely responsible for its decisions.

2.7 Client Is the Decision Maker

Client makes every decision in its transactions and projects, including whether to buy, sell, assign, fund, hire, spend, extend, cancel, or close, and what price and terms to offer or accept. Company does not sign documents for Client and does not make decisions for Client. Client is responsible for reading and understanding every document before signing it, regardless of whether Company prepared, forwarded, or summarized it.

2.8 No Guarantee of Results

Company does not guarantee that any transaction will close or close on any particular date, that any loan will be approved or funded, that any project will finish on time or on budget, that any property will attract a buyer or sell at any price, or that Client will earn any profit. Real estate outcomes depend on markets, third parties, and Client's own decisions. Section 5.4 describes how Company ordinarily works; it is not a commitment as to timing or responsiveness, and Company owes no credit or other remedy for it.

2.9 Non-Exclusive; Other Clients

Company serves many investors, some of whom may pursue the same properties, buyers, lenders, or contractors as Client. Client agrees this is not a conflict of interest and that Company owes Client no duty of exclusivity. Company will not disclose Client's confidential deal terms to another client.

2.10 Right to Decline

Company may decline any engagement, task, or add-on it reasonably believes is unlawful, unethical, unsafe, outside its competence, or that its analysis does not support, including declining an engagement its analysis does not support. Company will tell Client before Client is charged for a service Company declines.

2.11 No Marketing, Listing, or Disposition

Company does not market, advertise, or list the Property or any contract, does not solicit buyers, and does not provide disposition services, in any state. Marketing and sale of the Property, and any assignment of a contract, are Client's responsibility. Company may, at Client's request, introduce Client to a licensed agent in Client's market, and accepts no compensation for any such introduction.

2.12 No Vendor Referral Compensation

Company accepts no referral fee, commission, rebate, or other compensation from any title company, insurer, contractor, or licensed real estate agent to whom Company introduces Client. Company does receive a compensation fee from its funding partner where Client elects to engage that partner through Company's referral link. Client pays Company no fee for that referral and is under no obligation to use that partner, or any vendor Company introduces.

2.13 No Brokerage or Agency Services

Company does not provide real estate brokerage or agency services under this Agreement, does not act as Client's agent or broker, and does not hold Client funds. Any licensed real estate service Client may separately wish to engage is outside the scope of this Agreement, is documented under a separate agreement, and no fee payable under this Agreement covers it.

3. CLIENT RESPONSIBILITIES AND REPRESENTATIONS

Company's ability to perform depends on Client. Client represents, warrants, and agrees that: (a) it will provide complete, accurate, and current information and documents, promptly correct anything that changes, and Company may rely on it without verification; (b) it will respond to Company's requests for information, decisions, signatures, or approvals within one (1) Business Day, and Company is not responsible for consequences of a late response; (c) it has authority to enter this Agreement and each transaction, holds a valid interest in each contract or property it engages Company on, and is not violating any other agreement; (d) it will comply with all laws that apply to its activities in every state, including real estate licensing and wholesaling disclosure, fair housing and advertising, business-purpose lending, contractor licensing and permits, landlord-tenant, telemarketing and call-recording, securities, and tax laws, and is solely responsible for determining what its activities require; (e) it will not engage in, or ask Company to assist with, fraud, misrepresentation, concealment from a lender, title company, buyer, or seller, straw-buyer arrangements, undisclosed side agreements, equity skimming, or any unlawful or deceptive practice, and Company may refuse any such task and terminate immediately without refund; (f) every deadline, contingency, earnest money obligation, loan condition, permit, and performance obligation in its contracts remains its responsibility, and Company's reminders supplement rather than replace its own diligence; (g) it selects and contracts directly with all third parties (title, escrow, lenders, contractors, inspectors, appraisers, insurers, servicers, buyers, sellers, agents), Company is not a party to those relationships, and Company does not guarantee any third party's performance, licensing, insurance, pricing, or conduct, even one Company introduced or that is on Company's bench; (h) it will perform its own due diligence on every property, contract, and counterparty; (i) it will designate one point of contact whose instructions Company may rely on; (j) before it owns a property, it will obtain and confirm the owner's written permission for any walk, site visit, contractor visit, photography, or marketing activity, and is responsible for any entry without permission; and (k) where it asks Company to join, record, or summarize calls with sellers, buyers, or other third parties, it is responsible for obtaining every participant's consent to recording under the laws of every state involved, will confirm consent to Company before the call, and Company will not record without that confirmation.

4. FEES, PAYMENT, AND EXPENSES

4.1 Fees

Client will pay the fees stated in the applicable Schedule and Engagement Order. Package fees are flat fees for the services described and do not vary with transaction structure or complexity. Company's fee is never a share of Client's spread, profit, or equity, and Company takes no position in Client's deal. Fees are not real estate commissions, are fixed when the Engagement Order is signed, and do not change with the purchase price, sale price, loan amount, assignment fee, or profit of any transaction.

4.2 Payment Structure

ANALYST fees and add-on fees are paid in full in advance. CLOSER packages are paid fifty percent (50%) at engagement (the "Deposit") and fifty percent (50%) at the Collecting Closing (the "Balance"). BUILDER is paid fifty percent (50%) at engagement (the "Deposit"), twenty-five percent (25%) when Company delivers the rehab scope and budget (the "Milestone Payment"), charged to the payment method on file under Section 4.13, and twenty-five percent (25%) at the Collecting Closing (the "Balance"). The "Collecting Closing" is the closing named in the Engagement Order (Client's acquisition, resale, or assignment or double close); if none is named, it is the first closing of the engaged property. Deposits and advance fees are paid by card or bank account (ACH) through Company's payment processor. The founding discount in Schedule D changes the fee, not this payment structure.

4.3 Non-Refundable

Deposits, Milestone Payments, and advance fees are non-refundable once Company has begun work, regardless of whether the transaction or project proceeds. The Deposit pays for work performed on the file, and every deliverable Company has finished when a file ends belongs to Client under Section 12.

4.4 No-Close Waiver

If an engaged transaction does not close, the Balance is waived and nothing further is owed for that package, so long as the failure to close is not caused by Client under Section 4.5. Without limitation, the Balance is waived when the deal dies because the seller backs out or fails to perform, title cannot be cleared, a lender declines or fails to fund, an inspection or appraisal result causes the parties to walk away, a contingency is not satisfied, an end buyer fails to perform, or Client in good faith elects not to proceed with the purchase or sale. Milestone Payments that have come due, add-on fees, and monthly continuation fees already incurred are not waived.

4.5 When the Balance Is Still Due (Client-Caused Only)

The Balance is not waived, and is due in full within five (5) days of the triggering event, only in these situations: (a) Client or an Affiliate closes, funds, assigns, or otherwise completes the transaction on the engaged property, with or without Company, including within twelve (12) months after the Engagement Order ends; (b) Client cancels the Engagement Order or removes Company from the file after Company has delivered the package's primary deliverable while Client continues to pursue the transaction (for CLOSER, the file has been opened with title and the deadline calendar delivered; for BUILDER, the scope and budget have been delivered); or (c) the engagement ends because of Client's breach of this Agreement, nonpayment, false or misleading information, or unlawful conduct. Walking away from the deal itself is not a cancellation under (b); replacing Company while the deal continues is.

4.6 Payment Through Closing; Disbursement Authorization

Client instructs the closing agent to pay the Balance to Company from Client's proceeds or funds at the Collecting Closing. "Closing agent" means the title company, escrow company, or closing attorney handling the closing. Client will: (a) sign Company's Closing Fee Disbursement Authorization at engagement, or when the closing agent is known; (b) name the closing agent to Company within two (2) Business Days after escrow or the closing file opens; (c) sign any additional form the closing agent requires to make the payment; (d) authorize the closing agent to share draft and final settlement statements with Company; and (e) not revoke or change the instruction without Company's written consent. Revoking or changing the instruction without consent is a breach, and the Balance may be charged to the payment method on file at once. If the closing agent does not pay the Balance within three (3) Business Days after the Collecting Closing, or if the closing agent, a lender, or the law of the property's state does not allow the fee to be paid through closing, or the fee is removed from the settlement statement for any reason (including a lender requiring its removal from the buyer side of a financed purchase), the Balance is still due. Company will charge the payment method on file or invoice Client, and an invoiced Balance is due within five (5) days. Accepting payment outside closing waives nothing. Nothing in this Agreement obligates a closing agent or lender to pay Company, makes Company a party to Client's transaction, or gives Company a lien on or interest in any property or its proceeds.

4.7 Late Payment; Suspension

Amounts not paid when due accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. Client will pay all costs of collection, including reasonable attorneys' fees. Company may suspend services on any or all of Client's files while any amount is past due, and is not liable for any consequence of the suspension.

4.8 Third-Party Costs

Third-party costs are Client's responsibility and are not included in Company's fees, including recording, courier, notary, wire, and e-signature fees specific to Client, marketing platform and listing fees, permits, inspections, appraisals, lender fees, insurance premiums, servicing fees, and contractor costs. Company will not incur reimbursable expenses above two hundred fifty dollars ($250) per engagement without Client's prior approval.

4.9 Referral Compensation

Company does not accept referral compensation from bench vendors (title, insurance, servicing, contractors, and similar). The only exception is Company's funding partner referral described in Schedule B, Part 2, which is disclosed there. Any compensation that requires a license Company does not hold, or that is prohibited by law, will not be accepted.

4.10 Invoice Disputes; No Chargebacks

Client must dispute any invoice in writing within ten (10) days of receipt, or the invoice is deemed accepted. Client, whether an individual or an entity, and any individual whose card or account is used to pay, agrees not to initiate a credit card chargeback, ACH reversal, or payment dispute for services Company has performed, and agrees that the remedy for any fee dispute is Section 15. If Client initiates a chargeback that is later reversed in Company's favor, Client will pay Company's chargeback fees and a one hundred fifty dollar ($150) administrative fee. Company may give the card issuer or bank this Agreement, the Engagement Order, Client's payment authorization, and delivery records.

4.11 Fee Changes

Company may change its standard fees on thirty (30) days' written notice. Changes apply only to Engagement Orders signed after the effective date of the change.

4.12 Subpoenas and Testimony

If Company is required to respond to a subpoena, deposition notice, records request, or court order, or to testify, in any matter involving Client or Client's transactions to which Company is not a party, Client will pay Company for its time at two hundred dollars ($200) per hour for document collection and preparation and three hundred dollars ($300) per hour for deposition, hearing, or trial testimony, with a two (2) hour minimum per event, plus travel and copying costs, and will reimburse Company's reasonable attorneys' fees and costs. Company may require a retainer before responding.

4.13 Payment Method on File

Client keeps a valid card or bank account (ACH) on file with Company's payment processor from engagement until every fee is paid, and authorizes Company to charge it, without further signature, for: (a) BUILDER Milestone Payments when due; (b) any Balance the closing agent has not paid under Section 4.6; (c) any Balance due under Section 4.5; and (d) interest and collection costs under Section 4.7 and chargeback fees under Section 4.10. Company emails Client the amount and reason before or at the time of any charge. If a payment method expires or is declined, Client replaces it within three (3) Business Days.

4.14 Company Does Not Handle Deal Funds

Company never receives, holds, or disburses earnest money, loan proceeds, sale proceeds, construction draws, or any other funds belonging to Client or another party. The only money Company receives is its own fees.

4.15 Nationwide Files

Closing practices differ by state and closing agent. Where the property's state or the closing agent requires a different or additional form to pay Company, Client will sign it. In states where a closing attorney conducts the closing, the closing attorney is the closing agent for Section 4.6.

5. COMMUNICATIONS, WIRE FRAUD, DATA, AND HOW COMPANY WORKS

5.1 WIRE FRAUD WARNING

Company will never send, confirm, or change wiring instructions by email or text. Client must obtain wiring instructions directly from the title or escrow company and verify them by telephone using a phone number obtained independently (not from the email containing the instructions) before sending any funds. Client acknowledges that criminals target real estate transactions with spoofed emails and compromised accounts. Company is not liable for any loss arising from wire fraud, phishing, business email compromise, or misdirected funds, whether the compromised account belongs to Client, a third party, or (absent Company's gross negligence or willful misconduct) Company.

5.2 Electronic Signatures and Communications

Client consents to conduct this relationship electronically, including e-signatures, email, text messages, shared portals, and video calls. Electronic signatures and records have the same effect as originals.

5.3 Sensitive Data Handling

Client may provide Company with sensitive information such as Social Security or tax identification numbers, bank statements, entity documents, and loan applications for delivery to lenders, title companies, servicers, or insurers. Company will: (a) use that information only to perform the services; (b) transmit it only through the lender's or vendor's secure portal or encrypted channel where one is offered, and otherwise by password-protected file; (c) store it in access-controlled cloud systems and not on portable media; (d) not sell or share it for any other purpose; and (e) delete or destroy it within ninety (90) days after the file closes or terminates, except for the closed file package and records Company must keep by law. If Company determines that a security system breach has resulted in unauthorized acquisition of Client's unencrypted personal information, Company will notify Client without unreasonable delay and within the time required by A.R.S. 18-552, and will cooperate with Client on any notices Client must give. Company uses commercially reasonable practices but does not guarantee the security of email, cloud services, or third-party software. Client is responsible for the security of its own devices, accounts, and passwords. Client agrees not to send sensitive information by unencrypted email or text.

5.4 How Company Works (Service Description, Not a Guarantee)

Company's normal practice is to respond to Client Messages promptly during Business Hours and to send a written status on each Active File as the file progresses. THIS SECTION DESCRIBES HOW COMPANY ORDINARILY WORKS AND IS NOT A GUARANTEE, A SERVICE LEVEL AGREEMENT, OR A CONTRACTUAL COMMITMENT TO ANY RESPONSE TIME OR UPDATE SCHEDULE. Response and update timing varies with file volume, deal complexity, and the responsiveness of third parties, none of which Company controls. Company owes no credit, discount, refund, or other remedy for any response or update timing. More broadly, nothing stated on Company's website, in any marketing or advertising material, in social media, in email or text, in any brochure, proposal, presentation, podcast, video, or webinar, or in any conversation before an Engagement Order is signed, is a term of this Agreement, a warranty, a representation Client may rely on, or a commitment of any kind. Descriptions of turnaround, response, availability, results, savings, or outcomes in any of those places are general illustrations of how Company ordinarily works, not promises about Client's file. Only this Agreement, its Schedules, and a signed Engagement Order create obligations, and Client agrees it is not relying on anything outside them. Response and update timing is not a condition of Company's performance, is not a breach of this Agreement however long it takes, does not entitle Client to terminate for cause, does not suspend or reduce any fee, and does not waive any amount owed. Client's remedy for dissatisfaction with Company's communication is termination for convenience under Section 6.2.

5.5 Recordings and Records

Company may record calls and meetings with Client for accuracy and training where permitted by law, and Company's internal notes and logs are Company's records. Calls with third parties are governed by Section 3(k).

6. TERM AND TERMINATION

6.1 Term

This Agreement begins on the Effective Date and continues until terminated. Each per-property Engagement Order continues until the transaction closes, cancels, or completes, or until terminated under this Section.

6.2 Termination for Convenience

Either Party may terminate this Agreement or any Engagement Order for convenience on ten (10) days' written notice, subject to Section 4.5.

6.3 Immediate Termination by Company

Company may terminate immediately on written notice if Client fails to pay when due, breaches this Agreement, provides false information, engages in conduct Company reasonably believes is unlawful, unethical, or fraudulent, is abusive to Company personnel, creates a conflict of interest, or becomes insolvent.

6.4 Effect of Termination

On termination: (a) all fees earned through the termination date, and any Balance due under Section 4.5, are immediately due; (b) Company will deliver every completed deliverable and return documents Client provided; (c) Company's templates, models, and systems remain Company's property; (d) Company has no further obligation to monitor deadlines or communicate with third parties, and Client is responsible for notifying all parties; and (e) Company may retain copies of records as required by law or its retention policy.

6.5 Survival

Sections 1.5, 1.6, 2, 3(d), 3(e), 3(j), 3(k), 4, 5.1, 5.3, 6.4, and 7 through 16, and any accrued payment obligations, survive termination.

7. DISCLAIMER OF WARRANTIES

COMPANY'S SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR RESULTS. COMPANY MAKES NO WARRANTY AS TO THE ACCURACY OF ANY INFORMATION SUPPLIED BY THIRD PARTIES OR PUBLIC RECORDS, INCLUDING TITLE REPORTS, COMPARABLE SALES, MLS AND DATA PROVIDER INFORMATION, VALUATIONS, CONTRACTOR BIDS, LENDER TERMS, OR INSPECTION REPORTS. ANY ANALYSIS, VALUE OPINION, SCOPE, BUDGET, TIMELINE, OR DRAW SCHEDULE IS A PLANNING TOOL ONLY. THE ONLY SERVICE COMMITMENT COMPANY MAKES AS TO TIMING OR RESPONSIVENESS IS SECTION 5.4.

8. LIMITATION OF LIABILITY

8.1 Cap on Liability

EXCEPT FOR LIABILITY ARISING FROM COMPANY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, A SCHEDULE, OR AN ENGAGEMENT ORDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY CLIENT TO COMPANY FOR THE SPECIFIC ENGAGEMENT ORDER GIVING RISE TO THE CLAIM, OR (B) TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500).

8.2 Excluded Damages

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST ASSIGNMENT FEES OR SPREADS, LOST DEALS OR OPPORTUNITIES, FORFEITED EARNEST MONEY, CARRYING COSTS, INTEREST, LOAN FEES OR EXTENSION FEES, DIMINUTION IN PROPERTY VALUE, COST OVERRUNS, OR DELAY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.

8.3 Third Parties

Company is not liable for the acts, omissions, delays, errors, insolvency, or non-performance of any third party, including title and escrow companies, lenders, loan servicers, insurers, appraisers, inspectors, contractors, subcontractors, suppliers, buyers, sellers, agents, brokers, attorneys, government agencies, utilities, HOAs, data providers, or software and communication providers, whether or not Company introduced, onboarded, or coordinated with that third party.

8.4 Pre-Engagement and Client-Caused Matters

Company is not liable for any deadline, contingency, or obligation that was missed, expired, or became impossible before Company received a complete Engagement Order and all required documents, or that was missed because Client provided late, incomplete, or inaccurate information, or that resulted from Company acting in good faith on written instructions from Client's designated point of contact, or from an error in any document, form, figure, or information prepared or supplied by Client, Client's attorney, a title or escrow company, a lender, or any other third party.

8.5 Time Limit on Claims

Any claim against Company must be brought within one (1) year after the claim arises or it is permanently barred.

8.6 Basis of the Bargain

Client acknowledges that Company's fees are based on the allocation of risk in Sections 7, 8, 9, and 10 and that Company would not provide services at these fees without them. These limitations apply even if a remedy fails of its essential purpose. Nothing in this Agreement limits liability that cannot be limited by law.

9. INDEMNIFICATION

Client will defend, indemnify, and hold harmless Company, its members, managers, officers, employees, independent contractors, and affiliates (together the "Company Parties"), from and against all claims, demands, suits, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Client's transactions, properties, projects, contracts, loans, marketing, and communications with sellers, buyers, and lenders; (b) any breach of this Agreement or any representation by Client; (c) Client's violation of any law, including licensing, wholesaling disclosure, lending, fair housing, contractor, permit, call-recording, or securities laws; (d) any information, document, or instruction provided by Client, including terms Client supplied for contracts and addenda; (e) the condition of any property, or any injury, death, or property damage occurring at any property; (f) entry onto any property without proper permission; (g) any contractor, subcontractor, buyer, seller, lender, servicer, tenant, or other third party dealing with Client; (h) any use of Company's deliverables by Client or by any person to whom Client provides them, including lenders, partners, and investors; or (i) any claim by a third party that Company owed it duties by reason of its work for Client. This obligation applies except to the extent a claim is finally determined to have been caused by a Company Party's gross negligence or willful misconduct. Company may participate in the defense with its own counsel at Client's expense if Client fails to diligently defend.

10. FORCE MAJEURE AND MATTERS OUTSIDE COMPANY'S CONTROL

Company is not responsible for any failure or delay caused by events or conditions outside its reasonable control, including market, interest rate, or lender guideline changes; a lender's decision to decline, delay, reprice, or condition a loan; appraisal results; title defects; a party's default or refusal to perform; a seller's underlying lender calling a loan due; HOA, municipal, permitting, or inspection actions or delays; contractor performance, availability, or pricing; hidden property conditions; casualty or weather; illness, death, or family emergency; internet, power, software, MLS, data provider, portal, e-signature, or telecommunication outages; pandemic, government orders, or changes in law; and any act or omission of Client or a third party. Deadlines are extended for the duration of the delay, and Client remains responsible for its own contractual obligations during any such event.

11. CONFIDENTIALITY AND PUBLICITY

11.1 Mutual Confidentiality

Each Party will keep the other Party's non-public business information confidential and use it only to perform this Agreement. Company's Confidential Information includes its systems, processes, checklists, templates, models, trackers, pricing, bench and vendor relationships, training materials, and know-how. Client's Confidential Information includes its deal terms, financial information, buyer and seller information, and project budgets.

11.2 Permitted Disclosures

Company may share Client information with title and escrow companies, lenders, servicers, insurers, contractors, buyers, sellers, agents, and other parties to the extent reasonably necessary to perform the services, and as required by law, subpoena, or licensing authority.

11.3 Marketing Use

Company may describe its services in general terms and use aggregated, non-identifying information (such as number of files closed) in marketing. Company will not use Client's name, likeness, deal numbers, or testimonial without Client's written consent. A founding client's consent is given on the Engagement Order under Schedule D.

11.4 Duration

This Section survives termination for three (3) years, and indefinitely as to trade secrets.

12. DELIVERABLES AND INTELLECTUAL PROPERTY

12.1 Client Owns Its Deliverables

Every deliverable Company completes for Client under an Engagement Order (analyses, scopes, budgets, draw schedules, timelines, prepared documents, and closed-file packages) belongs to Client in full once the fee for the package or add-on that produced it has been paid, with no restriction on Client's use, subject only to Sections 12.3 and 12.4. Deliverables completed before a file ends remain Client's even if the file does not close.

12.2 Company Owns Its Methods

All templates, models, formulas, checklists, standard operating procedures, trackers, forms, software configurations, training content, and methods that Company uses to create deliverables ("Company Materials") are and remain the sole property of Company, including improvements made while serving Client. Client will not copy, share, sell, reverse engineer, or use Company Materials to build a competing service or to train others.

12.3 No Third-Party Reliance

Company's deliverables are prepared for Client's own decision-making. Client may share a deliverable with its lenders, partners, title companies, and advisors, but Client will inform each recipient, and agrees on their behalf, that the deliverable is Client's document, that Company has no relationship with and owes no duty to the recipient, that the recipient may not rely on it and must perform its own analysis, and that Company is not liable to the recipient. Company will include a corresponding legend on lender-ready and partner-ready deliverables.

12.4 No Use in Investor Solicitations

Client will not use any Company deliverable, or Company's name or logo, in any offering memorandum, private placement, crowdfunding, syndication, or other solicitation of investors or lenders for money, and will not state or imply that Company endorses, recommends, or guarantees any investment or return.

13. NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-DISPARAGEMENT

13.1 Non-Circumvention

For twelve (12) months after any introduction, Client will not use a buyer, lender, vendor, contractor, or other relationship first introduced to Client by Company in a way designed to avoid paying Company a fee that would otherwise be due. If Client closes a transaction, funding, or project with such a party for the same property without Company, Client will pay Company the fee that would have applied.

13.2 Non-Solicitation of Team

During this Agreement and for twelve (12) months after it ends, Client will not directly or indirectly solicit for hire, hire, or engage any employee, contractor, or team member of Company who worked on Client's matters, without Company's written consent. Because Company's damages would be difficult to calculate, Client agrees to pay liquidated damages of ten thousand dollars ($10,000) per person as a reasonable estimate of Company's recruiting, training, and lost productivity costs, not as a penalty.

13.3 Non-Disparagement

Neither Party will make false or misleading public statements about the other. Nothing in this Section prevents truthful statements required by law, truthful reviews, or communications with regulators.

14. INDEPENDENT CONTRACTOR; NO PARTNERSHIP

Company is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship. Neither Party has authority to bind the other or to incur any obligation on the other's behalf. Client will not hold Company out as its partner, agent, or representative, and Company will not hold itself out as Client's agent. Company controls the manner and means of its work and may use employees and independent contractors, including Company's transaction coordination platform and personnel, to perform the services.

15. DISPUTE RESOLUTION AND GOVERNING LAW

15.1 Governing Law

This Agreement is governed by the laws of the State of Arizona without regard to conflict-of-laws principles.

15.2 Negotiation

Before starting any formal proceeding, a Party must give written notice describing the dispute, and the Parties will meet (in person or by video) within fifteen (15) days to attempt to resolve it in good faith.

15.3 Mediation

Any dispute not resolved by negotiation will be submitted to non-binding mediation in Maricopa County, Arizona, before a mediator the Parties agree on (or, failing agreement within ten (10) days, a mediator selected from the Maricopa County Superior Court ADR roster), with the mediator's fee split equally.

15.4 Justice Court for Small Disputes; Binding Arbitration Otherwise

Any dispute not resolved within thirty (30) days after the mediation request will be resolved as follows: (a) if the total amount in controversy is within the jurisdictional limit of the Maricopa County Justice Courts, either Party may file in the Justice Court or Small Claims Division for the precinct covering Company's principal office, and the Parties consent to that venue; (b) otherwise, by final and binding arbitration before a single neutral arbitrator in Maricopa County, Arizona, under the Arizona Revised Uniform Arbitration Act (A.R.S. 12-3001 et seq.). The Parties will select the arbitrator by agreement within fifteen (15) days after a written arbitration demand; failing agreement, either Party may apply to the Maricopa County Superior Court to appoint one under A.R.S. 12-3011. The arbitration will follow the AAA Commercial Arbitration Rules as a procedural guide, including the Expedited Procedures for claims under $100,000 (documents-only hearing unless the arbitrator orders otherwise), but will not be administered by AAA unless both Parties agree in writing, and the arbitrator's fees are split equally subject to reallocation in the award. Discovery is limited to an exchange of relevant documents and one deposition per side unless the arbitrator orders otherwise. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek temporary injunctive relief in any court of competent jurisdiction to enforce Sections 11, 12, and 13, or to preserve the status quo, without first mediating or arbitrating.

15.5 Jury and Class Waiver

THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT ALL CLAIMS WILL BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

15.6 Attorneys' Fees

In any proceeding to enforce or interpret this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees, costs, and expert fees.

16. GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement, together with its Schedules and Engagement Orders, is the entire agreement between the Parties about its subject matter and supersedes all prior proposals, discussions, website statements, and agreements. Any listing, buyer-broker, joint venture, or other agreement between Client and Company's principals, or between Client and any third party, is a separate agreement and is not modified by this Agreement.

16.2 Amendments

This Agreement may be amended only by a writing signed by both Parties. Electronic acceptance of an Engagement Order counts as a signed writing for that Engagement Order.

16.3 Assignment

Client may not assign this Agreement without Company's written consent. Company may assign this Agreement to an affiliate (including a successor entity formed to operate the Exit First business) or to a successor in a sale of its business, and may subcontract services while remaining responsible for them.

16.4 Notices

Notices must be in writing and sent by email (with confirmation of transmission) or by nationally recognized overnight courier. Notices to Company go to: Exit First, Attn: Ashlee Croft, email: [email protected], or such other address as Company designates in writing. Notices to Client go to the email and mailing address in this Agreement. Email notice is effective on the business day sent if sent before 5:00 p.m. Arizona time, otherwise the next business day.

16.5 Severability

If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder of the Agreement will remain in effect. A court or arbitrator may modify any restriction in Section 13 to the extent necessary to make it enforceable.

16.6 Waiver

No waiver is effective unless in writing, and no waiver of one breach is a waiver of any other. Company's failure to enforce any provision is not a waiver.

16.7 Counterparts

This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

16.8 Construction

Each Party has had the opportunity to review this Agreement with counsel. This Agreement will not be construed against either Party as drafter. Headings are for convenience only. "Including" means "including without limitation."

16.9 Third-Party Beneficiaries

There are no third-party beneficiaries of this Agreement.

16.10 Authority; Guaranty

Each person signing represents that he or she is authorized to bind the Party for which he or she signs. If Client is an entity, Client's principal signs the Personal Guaranty on the Engagement Order as a condition of this Agreement.

17. ACCEPTANCE

Client accepts these Client Terms by signing an Engagement Order that references them, by initialing the acknowledgments on that Engagement Order, by paying a Deposit or fee, or by accepting Company's services, whichever occurs first. Each Engagement Order incorporates these Client Terms in full. Company may update these Client Terms by posting a new version at getexitfirst.com/terms and giving Client notice; the version in effect on the date an Engagement Order is signed governs that engagement. The Engagement Order's initialed acknowledgments summarize, and do not limit, these Client Terms.

SCHEDULE A: PACKAGES (ANALYST, CLOSER, BUILDER)

ANALYST is the entry point for both packages. CLOSER and BUILDER are separate engagements chosen by deal type, not steps in a sequence, and neither includes the other. Fees are flat and do not vary with structure or complexity. ANALYST is paid in full at engagement. CLOSER is paid 50% at engagement and 50% at closing. BUILDER is paid 50% at engagement, 25% when the scope and budget are delivered, and 25% at closing. See Sections 4.2 through 4.6 and 4.13. The disclosures in Part 4 apply to every package.

Part 1: ANALYST ($297; founding $223; 72-hour turnaround)

Deliverable: within seventy-two (72) hours after Company receives a complete Engagement Order, payment, and the intake information, a written Analysis containing comparable sales and Company's opinion of ARV; rehab scope summary and cost range from Client's photos and information; exit comparison across flip, BRRRR, wholesale, and creative strategies; maximum allowable offer and walk-away number from Client's criteria; structure recommendation among the six structures; red-flag review of visible title, occupancy, and structure concerns; a lender-ready PDF carrying the Section 12.3 legend; and one 30-minute review call. The 72-hour clock runs in Business Days from complete intake and pauses on incomplete information.

Nature and limits: the Analysis is an opinion based on available data and what Client provides. It is not an appraisal, inspection, title search, survey, engineering report, or contractor bid, and does not establish value for lending, tax, insurance, or legal purposes. Company does not verify title, liens, ownership, square footage, permits, or occupancy; red-flag review identifies items for Client to investigate. Not included: contractor sourcing or introductions, title placement, vendor setup, bench, site visits (Schedule B), or revisions beyond correcting Company's clerical errors; a materially changed deal is a new Analysis. The fee is non-refundable; the deliverable is the product.

Credit toward a package: if Client signs an Engagement Order for CLOSER or BUILDER within thirty (30) days after Company delivers the Analysis, the ANALYST fee Client actually paid is credited in full against that package's fee. The credit applies once per Analysis, has no cash value, is not transferable, and does not make the ANALYST fee refundable.

Part 2: CLOSER ($1,495; founding $1,121)

Scope, executed contract through funding, any of the six structures (cash, seller finance, private lending, subject-to, hybrid, wrap): open and organize the file within one Business Day after receiving the Engagement Order, Deposit, executed contract, and party contacts; administrative completeness check of the contract and addenda (signatures, initials, dates, pages; not a legal review); deadline and contingency calendar with reminders; open escrow with Client's chosen title company (or one placed from Company's bench at Client's election) and confirm earnest money from the escrow holder's confirmation; after the purchase contract is executed, enter the terms of Client's Term Sheet into the creative and off-market addenda and transaction documents Client designates, assemble, and route for signature (clerical role under Section 2.5; Client is the author; not offered in the states in Schedule C, where Company coordinates around Client's closing attorney); operational file consultation (timelines, what a provision requires the parties to do and when, what documents a structure typically needs, and what to take to Client's attorney; not legal advice); scheduling coordination for inspections, walkthroughs, appraisals, and access; document flow with Client's lender or funding partner and title, including payoff or servicing information requests Client authorizes; deal analysis as described in Schedule A, Part 1, delivered before Client is asked to commit, and subject to every limit in that Part (it is an opinion of value and not an appraisal); insurance coordination with the licensed insurance producer Client selects, to place a policy fitting the property's condition and the structure and to confirm it is in force at closing, and, on a subject-to or wrap, to submit cancellation and refund requests to the existing carrier at Client's written authorization once Client's policy is in force (Company is not an insurance producer, does not sell, place, or bind insurance, and does not advise on coverage, limits, or carriers); day one work readiness: scheduling and coordinating utility activation, rekeying, lockbox placement and trash service, and confirming permit status, before closing where the closing timeline allows (Company schedules and coordinates these; the utility providers, locksmiths, haulers and municipalities are third parties Client contracts with and Company does not perform the work or guarantee their performance); lender draw process setup: mapping Client's lender's draw requirements against the scope and preparing Client's first draw request for Client to submit (Client submits every draw request and the lender decides every draw); regular written status as the file moves (as described in Section 5.4) and a single point of contact; closing coordination (signing appointments, settlement statement arithmetic and fee-line check against the Engagement Order, recording and disbursement confirmation; Client approves the statement); post-closing document package within five Business Days.

Not included: negotiating price, terms, repairs, credits, or extensions, or advising what terms to accept; deciding contract terms, selecting or drafting legal provisions, or determining enforceability in any state; signing for Client or handling funds; verifying title, condition, permits, or value; any Excluded Licensed Activity (Section 2.2); determining whether Client's assignment, wholesaling, or creative finance practice complies with any state's law, or preparing state-required disclosures; contractor sourcing and bid solicitation, which is a Schedule A, Part 3 BUILDER deliverable. Company is not a law firm and does not hold itself out as one.

Creative finance files (subject-to, seller finance, hybrid, wrap): Client acknowledges on the Engagement Order that the seller's lender may call the loan due on transfer and Company does not control or insure that risk; that if Client takes a property subject to an existing loan, Client is responsible for payments, servicing setup, insurance, and the consequences of default, and Company does not monitor or make payments; that loan servicing is a Schedule B add-on, that insurance is placed only by a licensed insurance producer Client selects, and that all such providers are third parties Client contracts with directly; that Client is responsible for the legal sufficiency of any wrap in the property's state and for disclosures owed to the seller or end buyer; and that seller communications are governed by Sections 2.2 and 3(k) and Part 4.

Rush: a file received with fewer than fourteen (14) days to the scheduled closing, or after a contract deadline has passed, carries the $300 rush fee, and Company is not responsible for deadlines already expired or that cannot reasonably be met. Re-opening a cancelled file on the same property: $300.

Part 3: BUILDER ($3,995; founding $2,996; rehab budgets up to $150,000)

Scope: line-item scope of work by trade from Client's photos, description, walk notes, and any inspection report; material and finish-level recommendations matched to exit strategy; rehab budget with contingency; circulation of Client's approved scope to up to three (3) contractors on Company's bid template, in one (1) round of bids; apples-to-apples bid comparison and leveling of those bids and of any bids Client obtains, showing which bid matches the scope and what a lower bid omits; draw schedule structure and milestone mapping in the lender's format; timeline with critical path as a planning document; weekly check-ins and change order review before Client approves, included for sixty (60) days from the start of the rehab, then $350 per month, cancel anytime. One round of bids is included. An additional bid round requested after Client changes the approved scope is $250. All BUILDER work is performed remotely. The property walkthrough Company works from is conducted by Client, Client's agent, or a contractor on a video call that Company directs; Company does not attend in person. Client is responsible for providing that walkthrough, for arranging contractor access to the property, for approving the final scope before it is circulated for bids, and for obtaining its contractor's weekly photo and video updates during the rehab. Where Client does not provide these, Company cannot produce or maintain the corresponding deliverable. Budgets above $150,000 or gut rehabs are quoted separately. The scope, budget, draw schedule, and timeline delivered are Client's whether or not the deal closes. Payment: $2,250 at engagement; $1,125 charged to the payment method on file when the scope and budget are delivered; $1,125 at the Collecting Closing through the closing agent (Sections 4.2, 4.6, and 4.13). Founding: $1,687.50, $843.75, and $843.75.

Company is not a contractor, construction manager, or construction consultant. Company is not licensed by the Arizona Registrar of Contractors or any other contractor licensing body and is not a general contractor, construction manager, engineer, architect, or inspector. Company does not perform, direct, supervise, superintend, or manage construction work; does not hire, fire, or pay contractors or specialty contractors; does not schedule work on the project (Client and its contractors set and control the actual schedule); does not select or purchase construction materials (Client selects and purchases); does not pull permits, determine code compliance, or control job-site safety; and does not represent that it is able to supervise or manage a construction project for Client's benefit within the meaning of A.R.S. 32-1101. Bid leveling and change order review are administrative comparisons for Client's decision. Company does not hold or disburse construction funds or draws; Client pays contractors directly, and the lender and Client decide every draw.

Planning tools only; matters outside Company's control: scopes, budgets, contingencies, timelines, and draw schedules are planning tools built from Client's information and contractor input, not bids or guarantees, and actual costs and timelines routinely differ. Company is not responsible for contractor selection, licensing, insurance, quality, pricing, or performance (including bench contractors); workmanship, materials, code compliance, permits, or inspections; job-site safety, security, theft, vandalism, or damage; hidden or latent conditions (mold, asbestos, lead, termites, structural, roof, foundation, plumbing, electrical, HVAC, sewer, environmental) and their cost or delay; cost overruns, price changes, contractor delays or abandonment, weather, supply, or labor. Client must carry property, builder's risk, vacancy, and general liability insurance appropriate to a renovation and require contractors to carry their own. Site visits: Company personnel visit as Client's invitees with the permission required by Section 3(j); Client is responsible for site condition and safety and releases and indemnifies the Company Parties for injury or damage at the property except to the extent caused by a Company Party's gross negligence or willful misconduct; Company may decline or end any visit it considers unsafe.

Part 4: Disclosures That Apply to Every Package

Company is not Client's agent, broker, lender, mortgage broker, contractor, construction manager, attorney, or accountant, and owes no agency or fiduciary duties (Section 2).

Client makes every decision, designates every document and supplies every term used on its files, reads every document before signing, and owns every deadline (Sections 2.5, 2.7, and 3).

No guarantee that any deal will close or close on a date, any loan will fund, any project will finish on time or on budget, any property will sell, or that Client will profit (Section 2.8). Response and update timing is described, not guaranteed, and carries no credit or other remedy (Section 5.4).

Deposits and Milestone Payments are non-refundable once paid, and a card or bank account stays on file until every fee is paid (Section 4.13); the Balance is waived if the file does not close for reasons that are not Client's fault, and is due only in the Section 4.5 situations.

Every deliverable Company completes is Client's, subject to the no-reliance and no-investor-solicitation limits in Section 12.

SCHEDULE B: ADD-ONS AND FUNDING REFERRAL

This Schedule is part of these Client Terms. Add-ons may be engaged standalone or with any package by marking them on an Engagement Order. All add-on fees are paid in full at engagement and are non-refundable once work begins. Some add-ons are published on Company's website and others are quoted on request; either way, an add-on becomes payable only if Client selects it on a signed Engagement Order, at the rates below.

Company's services are performed remotely. Company does not offer or sell any on-site, in-person, property-walk, or site-inspection service in Arizona or any other state, and nothing in this Agreement obligates Company to attend any property, meeting, or job site in person. If Company elects to attend in any instance, it does so at its sole discretion, it creates no obligation to do so again, and the site-visit terms in Schedule A, Part 3 and Section 3(j) apply to that attendance.

Part 1: Add-On Services

Service

What it is and is not

Fee

Rehab scope and budget (standalone)

Schedule A, Part 3 scope, budget, draw schedule, and timeline deliverables without a BUILDER file, including one (1) round of bids from up to three (3) contractors and 60 days of weekly check-ins and change order review from the start of the rehab, then $350 per month, cancel anytime; an additional bid round after a scope change is $250; for rehab budgets up to $100,000 (larger budgets quoted); Part 3 disclosures and Part 3 client responsibilities apply

$3,250

Loan servicing

For subject-to, wrap, and seller-financed deals: select the servicer, prepare the boarding package, board the loan, confirm the payment schedule and escrow handling, set up the payment portal for both parties, and remain on the account until the first payment clears correctly. Company does not make Client's payments, does not keep any loan current, and gives no assurance that any underlying loan will remain current or will not be called. Not included: utility transfers, tax record retrieval, insurance placement, or any audit or compliance review. Paid in advance; servicer set-up fees charged by the servicer are Client's and are not included.

$1,100

Rush file

A file received under 14 days to closing or after a missed deadline (Schedule A, Part 2)

$300

Architectural or civil plans

Partner firm engaged directly by Client; Company coordinates remotely

Cost plus coordination fee quoted

Part 2: Funding Referral Disclosure

B.2.1 Company Does Not Lend and Charges No Funding Fee. Company is not a lender, mortgage broker, or loan originator, does not fund with its own or anyone else's capital, and does not provide gap, bridge, earnest money, or transactional funding. Company charges Client no fee for funding referrals and never takes a percentage of any loan.

B.2.2 Referral Only. Company may refer Client to Stacked Capital or another funding partner. Client applies directly to, negotiates directly with, and signs directly with the funding partner. Company may deliver Client's file documents to the funding partner as part of CLOSER coordination. Loans arranged through referral are for business purposes on non-owner-occupied property only.

B.2.3 Compensation Disclosure. Client acknowledges that Company may receive a referral fee or other compensation from the funding partner if Client's loan funds through Company's referral link, in an amount set by the funding partner and disclosed to Client on request, and Client consents to Company receiving it. This is the only vendor compensation Company accepts. Company will not accept any compensation that requires a license Company does not hold or that is prohibited by law.

B.2.4 No Guarantee. Company does not guarantee that any funding partner will approve, fund, or close any loan or do so on any date, and is not responsible for the partner's terms, rates, fees, draws, servicing, or conduct.

SCHEDULE C: DOCUMENT HANDLING BY STATE

Company does not market, advertise, or list any property or contract in any state, so no state tiering applies to marketing. The only variation by state is who prepares transaction documents.

Company does not enter terms into any document for a property in the following attorney and partial-attorney states, where Client's closing attorney prepares the documents and Company coordinates around them. Analysis, coordination, and rehab scope continue normally in these states. Company may update this list by written notice as laws change.

Attorney states: Connecticut, Delaware, Georgia, Kentucky, Massachusetts, New Hampshire, New York, North Carolina, South Carolina, Vermont, West Virginia.

Partial-attorney states: Alabama, Louisiana, Maine, Maryland, Mississippi, North Dakota, Rhode Island.

SCHEDULE D: FOUNDING CLIENT PROGRAM

This Schedule applies only if the Engagement Order marks Client as a Founding Client (limited to the first five files) and Client initials the publicity consent on the Engagement Order.

D.1 The Founding Discount

Client receives twenty-five percent (25%) off the per-deal package fee (ANALYST, CLOSER, or BUILDER) for the engaged file. The discount does not apply to add-ons, monthly continuation fees, or rush fees.

Founding files follow the standard payment structure in Section 4.2 at the discounted fee: ANALYST paid in full at engagement; CLOSER fifty percent (50%) at engagement and fifty percent (50%) at closing; BUILDER fifty percent (50%) at engagement, twenty-five percent (25%) when the scope and budget are delivered, and twenty-five percent (25%) at closing; with the Balance waived under Section 4.4 if the file does not close for reasons that are not Client's fault.

Everything Company has finished when a file ends is Client's under Section 12.

D.2 What Client Gives in Exchange

When the file closes (or, for an ANALYST-only founding engagement, when the Analysis is delivered), Client consents to Company publishing, on getexitfirst.com and in Company's marketing (social media, case studies, presentations, and advertising), Client's name, Client's market (city and state), the transaction structure, and a short quote or testimonial from Client describing what the work did for Client, which Client approves in writing before first publication.

Deal numbers are not part of this exchange. Company will not publish the purchase price, the rehab budget, the resale or assignment figure, the net result, or any other figure from Client's transaction unless Client gives separate written permission for that specific figure. Withholding deal numbers is not a refusal under Section D.3 and does not forfeit the discount.

Client will provide the testimonial within fourteen (14) days after closing, and will respond to Company's draft within seven (7) days. If Client does not respond, Company may publish a summary of Client's written comments during the file, attributed as such, and no figures.

The consent is worldwide, royalty-free, and continues for three (3) years after first publication, after which Company may keep existing published materials online but will not create new materials. Client may ask Company to remove Client's last name from future publications on thirty (30) days' notice.

Client represents that anything it provides for publication is accurate and that it has the authority to disclose it. Client will not require Company to publish anything false or misleading.

Company will disclose in the published material that the testimonial was given in exchange for a discount, as required by the Federal Trade Commission's endorsement rules.

D.3 If the File Does Not Close or Client Withdraws Consent

If the file does not close, no publication occurs and Client owes nothing further under this Schedule.

If the file closes and Client refuses to provide the testimonial, or withdraws consent before first publication, the founding discount is forfeited and the difference between the discounted fee and the standard package fee is due within ten (10) days. Declining to release deal numbers is not a refusal for this purpose.