Submit Broker Referral Agreement

BROKER REFERRAL AGREEMENT

This “Agreement” is made and entered into this day of , 20 by and between: Astor Asset Management Limited, an offshore fund & subsidiary of Astor Trust Company (hereinafter referred to as “Astor”), which is registered and operating under the laws of the Bahamas, located at 777 Dunsmuir Street, Suite 1400, Vancouver, British Columbia, V7Y 1K4 (herein after referred to as “Company”); and , which/who is located at  (hereinafter referred to as “Referer”); and collectively referred to in this agreement as (“Parties”).

W I T N E S S E T H:

WHEREAS, Company is a lender, is in the business of extending non-recourse loans that are collateralized by publicly-traded securities (“Stock Loans”);

WHEREAS, Referer locates and refers to Company brokers that have potential clients interested in obtaining Stock Loans (hereinafter referred to as “Brokers”); and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following terms, conditions, and covenants;

RELATIONSHIP BETWEEN PARTIES. Company hereby engages Referer as an independent contractor to assist it in locating and referring Brokers with clients that may be interested in procuring Stock Loans from Company. Company’s relationship with Referer is per the terms and conditions hereinafter set forth. Referer is and will remain an independent contractor at all times. No employment relationship or agency relationship exists now or in the future. Referer is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort as prescribed by local law. At no time will Referer represent himself or extend himself to be an employee or agent of Company.

BINDING AUTHORITY. Referer will not bind Company to any arrangement in any way, whether oral or in writing, and will refrain from making any such representations, whether verbal or written.

DUTIES OF REFERER. Referer shall furnish to Company in physical or electronic writing contact information on independent Brokers that work with persons or entities interested in obtaining Stock Loans from Company (each such Broker referral is an “Introduction”). Each Introduction shall be date-stamped on the date on which it is received, and that date shall be the “Introduction Date”. The Referer will also collect all the necessary and customary information that Company may request or require with respect to any specific Broker. The Referer shall, in a timely manner, require any given prospective Broker to complete any necessary forms and agreements and shall submit fully completed forms and agreements to Company.

TERM. The term of this Agreement shall commence on the date hereof and shall continue until; the third anniversary of such date; provided, however, that either Party may terminate this Agreement upon a thirty (30) days written notice to the other Party of their intent to terminate the subject Agreement, with or without cause, and further provided that Company may terminate this Agreement for cause at any time and immediately upon written notice to Originator.

PAYMENT. For each Introduction made by the Originator which results in a closed Stock Loan:

1. Brokers receive origination fee commissions of between two percent (2%) and seven percent (7%) of the total principal balance of the Stock Loan that is funded (herein after referred to as the “Origination Fee”).  The Origination Fee percentage will be agreed upon between Company and the Broker in advance, prior to the closing of any Stock Loan.
2. Referer will receive a referral fee commission (herein referred to as the “Referral Fee”) equal to five per cent (5%) of the Origination Fee that is paid to the Broker in respect of the first Stock Loan that Company extends to a Broker client, up to a maximum Referral Fee of twenty thousand dollars (US$20,000.00). In no event will Company pay Referer more than the maximum Referral Fee, and all Referral Fees shall be calculated only on the basis of the Origination Fee paid to the Broker in respect of such first Stock Loan.

   Example 1: Referer refers a Broker to Company, and that Broker’s client procures a $10 million Stock Loan from Company, for which Company has agreed to pay a 3% Origination Fee to Broker in the amount of  $300,000. Company shall pay to Referer 5% of this amount, or $15,000 upon funding of the underlying Stock Loan.

   Example 2: If for the same size Stock Loan, Company has agreed to pay Broker a 5% Origination Fee, or $450,000, Company shall pay Referer the maximum Referral fee of $20,000.

3. No Origination Fees or referral fees will be due or payable if funds are not disbursed to Borrower, regardless of whether the underlying Stock Loan is closed.
4. From time to time, and in Company’s sole and absolute discretion, Company may offer other incentives to Referer and other parties in order to generate Broker referrals. If Company pays such special incentives to Referer, Company shall not owe Referer any other fees or commissions, including any Referral Fees that might otherwise be payable under this Agreement  
5. Company shall pay a Referral Fee only if Company receives a written claim for the Referral fee from a Referer, and upon Company’s verification that Referer is owed the Referral Fee.  Referral Fees will be paid directly by Company by wire transfer with funds being deposited into the Referer’s bank account, per the details as set forth below:

Referer must submit a written claim for a Referral Fee to Company within six (6) months of the Introduction Date. Referral Fee claims that are received by Company more than six months after the Introduction Date shall be null and void and Company shall owe no referral Fees to referrer, regardless of when the underlying Stock Loan closed. Company shall have no obligation to notify Referer of any pending or closed Stock Loans or any other transactions between Company and any Brokers.

PROTECTION. Company will offer qualified protection to Referer as a source of Broker Referrals. However, the issuance of Term Sheet to Originator and its clients, does not guarantee indefinite protection over a Broker, and Company will recognize the Referer that submits all the necessary information about a Broker as the Referer that will be entitled to payment of a Referral Fee. Company operates on a “first come, first serve basis” and any protection to Referer over any Broker will expire within thirty (30) days of issuance of a Stock Loan Term Sheet to a Borrower brought to the Company by that Broker. If multiple Referers refer a single Broker, the final determination will be made by Company in the best interest of fair and equitable resolution and in the interest of the Company. Referer shall not receive protection over more than three (3) Brokers in any specific rolling 6-monhth period.

NON-INTERFERENCE CLAUSE. No referer, broker, referral source, their agents, partners or employees, directly or indirectly, involved in facilitating the origination of the stock loan shall be allowed to directly contact custodians, sub-custodians, intermediaries or Broker Dealers via e-mail, letter or telephone unless having first obtained, in writing, prior authorization from Astor’s Compliance Department. Any unauthorized contact shall be viewed as interference and obstruction of prescribed protocol by the referral source or those acting in concert for or on behalf of referral source and may result in forfeiture of all due commissions, including all direct or indirect agreed upon remunerations.

NON-CIRCUMVENTION CLAUSE. Neither party shall attempt to or actually circumvent or interfere with business relationships between Company, their clients or sources of transactions. Further, now and for seven (7) years after the date hereof, the Parties shall not, directly or indirectly, establish, or receive or pay compensation for or financing for or receive, any interest, investment, financing, or participate in any merger, acquisition, joint venture, agency, vendor, issuance of securities or other relationship with introducing Party’s clients or sources of transactions that were introduced to the Party or became aware of the Party through the provision of Services by introducing Party, in circumvention of the business relationships between the Parties, Party’s clients or sources of transactions established in this Agreement. All Parties represent that they will not use other Parties information provided in order to circumvent the other Party’s interests by approaching its clients or lenders directly or through affiliates, subsidiaries, those acting under power of attorney, agents or any other scheme or mechanism in order to effectuate, conclude, transact in or realize a loan from any lenders in whole or in part, with intention to circumvent the interests of, or Commissions due to the Parties. Recognizing that the business trajectory and relationships as a direct result of Party may surpass seven (7) years, the Party agrees to pay full compensation at the time of signature of this agreement. The Parties hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement, its warranties and covenants.

ASSIGNMENT. Referer may not assign either this Agreement or any of its rights, interests, or obligations hereunder without Company’s prior written approval, which may be withheld for any reason. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, executors, administrators, heirs and permitted assigns, all of which will comply with its covenants, warranties and conditions.

GOVERNING LAW AND VENUE. This Agreement and all of its rights and covenants shall be governed by and construed in accordance with the laws of Bahamas without giving effect to any choice or conflict of law provision or rule (whether of Bahamas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Bahamas.

ARBITRATION. Any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, shall be settled by submission by either Party of the controversy, claim or dispute to binding arbitration in Bahamas (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the rules of the Bahamas Arbitration Act. In any such arbitration proceeding the Parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be final, binding and conclusive on all Parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. This Agreement will not be adjudicated outside of arbitration.

PAYMENT AFTER TERMINATION. For six (6) months after the termination of this Agreement, Company will remain obligated to pay Referral Fees to Referer for all Stock Loans closed between Company and a borrower that was brought to the Company by a Broker claimed by Referer. This Agreement will not be terminated by Company for the sole purpose of avoidance of Referral fees that may become due.

SEVERABILITY. The invalidity or unenforceability of any provision within this Agreement shall in no way affect the validity or enforceability of the remainder of this Agreement or any other provision hereof. Any part, provision, representation or warranty of this Agreement, which is prohibited, or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Stock Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any Party of the economic benefit intended to be conferred by this Agreement, the Parties shall negotiate, in good-faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

MODIFICATION & WAIVER. No oral changes of this Agreement shall be effective, and no delay or failure on the part of any Party to insist on compliance with any provision hereof shall constitute a waiver of such Party’s right to enforce such provision. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. No other provision exists other than those written herein.

INDEMNIFICATION.  Referer hereby agrees to indemnify, defend and hold harmless Company , its Affiliates, and their respective directors, employees and agents from and against any and all Third Party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) to the extent such Losses result from any: (a) breach of warranty by Referer contained in the Agreement; (b) breach of the Agreement or applicable law by Referer; (c) negligence or willful misconduct of Referer, its Affiliates or (sub)licensees, or their respective directors, employees and agents in the performance of the Agreement; (d) criminal investigations of, defense of criminal charges against, and criminal penalties levied on Referer, its Affiliates, and their respective directors, employees and agents; and/or (e) breach of a contractual or fiduciary obligation owed by it to a Third Party (including misappropriation of trade secrets).

ENTIRE AGREEMENT/MERGER CLAUSE. This Agreement contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an Agreement in writing. Effective as of the Effective Date, this Agreement contains the complete, full, and exclusive understanding of Company and Referer as to its subject matter and shall, on such date, and supersede any prior Agreement between Company and Referer regarding its subject matter. Any amendments to this Agreement shall be effective and binding on Company and Referer only if any such amendments are in writing and signed by both Parties.

FORCE MAJEURE. No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

INTERPRETATION. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

IN WITNESS WHEREOF, the Parties hereto have hereunto affixed their signatures the day and year first above written.

REFERRED BROKER INFORMATION. Provide the requested information below on the broker you are introducing:

Astor Asset Management Limited:	Originator:
Signature:	Name: John Bedeker
Title: Managing member
Originator:
Signature:	Signature: Click to sign
Name:         John Bedeker	Name:
Title:           Managing member	Phone:
	Email:
	Initials: Click to enter initials