Submit SLO Agreement

STOCK LOAN ORIGINATOR AGREEMENT

This “Agreement” is made and entered into this day of , 20 by and between: Astor Asset Management LLC, 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 “Originator”); 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 procuring Stock Loans;

WHEREAS, the Originator locates and refers to Company potential clients interested in obtaining Stock Loans; and

THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the followings:

RELATIONSHIP BETWEEN PARTIES. Company desires to engage Originator as an independent contractor to assist it in locating Stock Loan clients on the terms and conditions hereinafter set forth. Originator is and will remain an independent contractor at all times. No employment relationship or agency relationship exists now or in the future. Originator 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 Originator represent himself or extend himself to be an employee or agent of Company.

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

DUTIES OF ORIGINATOR. Originator shall furnish to Company prospective client contact information on persons or entities interested in obtaining Stock Loans from Company(“Introduction”). The Originator will also collect all the necessary and customary client qualifying information that may be required by any lender to consider, process, analyze, and underwrite the loan application submitted to Company. The Originator in a timely manner, will require any given prospective client to complete the necessary forms and will submit fully completed forms to Company.

TERM. The term of this Agreement shall commence on the date hereof and shall continue for a three (3) year term. Any 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.

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

1. The Originator will receive a commission of approximately two percent (2%) to seven percent (7%) of the total amount loan funded (herein after referred to as “Commission”) with each individual Commission amount to be agreed upon between the Parties in advance, including any portion to be paid to the any other Originator where relevant, via email prior to any introduction and prior to any loan disbursement.
2. Company in all cases will pay the Originator a three (3%) percent guaranteed commission as Back-End Commission and this amount, and unless agreed to in writing in advance between Company and Originator, will be paid by Company based on amount funded to clients referred by Originator to Company for all successfully funded loans, whether such loan was funded partially or in full.
3. No commissions will be due or payable if funds are not disbursed to Borrower.
4. The Commission due to the Originator will be paid directly by Company by wire transfer at the time of actual loan disbursement or within three (3) business days after that with funds being deposited into the Originator’s bank account, details as set below:

PROTECTION. Company will offer qualified protection to Originator as Company recognizes the Originator as the source of the client procurement. However, the issuance of Term Sheet to Originator and its clients, does not guarantee indefinite protection over a client, and Company will recognize the Originator which submits all the necessary forms required for a loan in order for client to sign all loan documents, is the one which will be recognized as the procuring Originator entitled to Payment. Company operates on a “first come, first serve basis” and any protection to Originator over any client will expire within thirty (30) days of issuance of Term Sheet. If multiple Originators procure a single client, the final determination will be made by Company in the best interest of fair and equitable resolution and in the interest of the Company.

NON-INTERFERENCE CLAUSE. No 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. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. 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 and permitted assigns. No party may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, This Agreement shall inure to the benefit of and be binding upon Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns and all 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. Following termination of this Agreement, Company will be obligated to pay the payment due to Originator outlined in this Agreement for all Stock Loans closed during the term hereof, which the Originator procured clients during the validity term. After the effective date of termination, Company will be obligated to pay the payment due to Originator outlined in this Agreement for all Stock Loans closed during the term hereof, which the Originator procured clients during the validity term hereof. This Agreement will not be terminated by Company for the sole purpose of avoidance of commissions 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 Mortgage 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.

MUTUAL INDEMNIFICATION. Each Party hereby agrees to indemnify, defend and hold harmless the other Party, 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 the indemnifying Party contained in the Agreement; (b) breach of the Agreement or applicable law by such indemnifying Party; (c) negligence or willful misconduct of the indemnifying Party, 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, such Party, 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 Executive and Company as to its subject matter and shall, on such date, and supersede any prior Agreement between Executive and Company regarding severance benefits. Any amendments to this Agreement shall be effective and binding on Executive and Company 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.

Astor Asset Management LLC:	Originator:
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