Referral & Success Fee Agreement

This Referral & Success Fee Agreement ("Agreement") is entered into between TerraDesk™ ("Platform", "we", "us") and the party requesting a deal introduction ("Buyer", "you") through the TerraDesk platform.

TerraDesk™ provides a marketplace and introduction service connecting institutional land buyers with property sellers ("Connect Deal Service"). By submitting a Connect Deal request, you are engaging TerraDesk™ to facilitate an introduction between you and the property seller.

TerraDesk™ does not act as a licensed real estate broker in any jurisdiction unless otherwise specified in writing. Our role is strictly that of an introduction and referral platform.

In consideration of TerraDesk™ facilitating the introduction that leads to a closed transaction, Buyer agrees to pay TerraDesk™ a success fee calculated based on the final closed transaction value as follows:

• ▸Under $1,000,000: Flat fee of $5,000
• ▸$1,000,000 – $4,999,999: 1.00% of final transaction value
• ▸$5,000,000 – $9,999,999: 0.75% of final transaction value
• ▸$10,000,000 and above: 0.50% of final transaction value, minimum $50,000

The success fee is due and payable within 10 business days of the closing date of any transaction.

TerraDesk™ charges no upfront fees for the Connect Deal service. The success fee described in Section 3 is the only compensation owed to TerraDesk™ in connection with a completed transaction. Subscription fees (if any) are separate from and in addition to success fees and do not reduce or offset success fees.

Prior to sharing confidential deal details, property information packages, seller contact information, or other non-public materials, Buyer agrees to execute a Non-Disclosure Agreement ("NDA") acceptable to TerraDesk™ and/or the seller. TerraDesk™ will provide the NDA template upon request submission.

If Buyer closes a transaction with a seller introduced through TerraDesk™ within 24 months of the introduction date, the success fee applies regardless of whether the transaction was consummated through the platform or through direct channels subsequently established.

By submitting a Connect Deal request and/or accepting this Agreement, Buyer represents that:

• ▸They have authority to enter into this Agreement on behalf of themselves or their organization.
• ▸The information provided in the Connect Deal request is accurate and complete.
• ▸They have the financial capacity to complete the contemplated transaction.

Success fees are payable via wire transfer, ACH, or Venmo @terradesk. Payment instructions will be provided upon deal close. Invoices may be requested by emailing terradesk2.0@gmail.com.

TerraDesk™ provides the platform and introduction service "as is." We do not warrant the accuracy of any listing, the authority of any seller, or the fitness of any property for a particular purpose. TerraDesk™'s total liability under this Agreement shall not exceed the success fees paid by Buyer in the preceding 12 months.

This Agreement is governed by the laws of the State of Texas, without regard to conflict of law provisions. Any disputes shall be resolved by binding arbitration in Travis County, Texas.

This Agreement, together with TerraDesk™'s Terms of Service and Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof.