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Page 1 Revised 1/05/16 Homes for Heroes Referral Program PRMG is pleased to offer our retail staff the opportunity to participate in the Homes for Heroes Referral Program. PRMG is not affiliated with the Homes for Heroes program, but is committed to supporting programs such as this that provide benefits for the heroes in our communities. The Homes for Heroes program provides discounts for firefighters, emergency medical professionals, military and veterans, law enforcement, teachers and healthcare workers when buying, selling, renting, or refinancing a home. A hero signs up on the Homes for Heroes website and they are referred to a realtor and/or loan officer. When a PRMG loan officer signs up with this program and funds a loan using a referral from Homes for Heroes program, PRMG will provide a credit for the cost of the appraisal at the time of closing. In order to participate in the Homes for Heroes program each loan officer must meet the following criteria (as set by Homes for Heroes): At a minimum, the loan officer must have a two year history of closing at least 50 loans per year. The loan officer is able to offer a full range of residential mortgage products including FHA and VA loans. The loan officer is a member in good standing of at least one professional Mortgage Banker’s Association. The loan officer is in good standing with the mortgage lenders’ governing authority in the states in which the loan officer originate residential mortgage loans. The loan officer must sign a one year agreement with the Homes for Heroes program, and the cost to participate is $175 per month, or $1749 per year (if paid annually). The fee is paid by the loan officer (not PRMG) to the Homes for Heroes program, will associate the loan officer with a specific area (zip code) and the Homes for Heroes program will then provide referrals based on that information. In order for PRMG to provide the credit for the appraisal, the loan officer MUST follow the steps below: 1. Complete the following “Homes for Heroes Program Signup” form indicating your interest in the program, have the branch manager approve the request and submit the completed form to [email protected]. 2. Sign up on the Homes for Heroes website and be interviewed by Homes for Heroes to ensure the loan officer is a good fit for the program. At that time, the loan officer will receive and email with the correct contact person for their area. www.homesforheroes.com/affiliates. When signing the agreement, the loan officer should indicate the discount provided is a credit at closing for the appraisal cost. 3. Provide PRMG a copy of the completed agreement, executed by both the loan officer and Homes for Heroes representative to [email protected]. 4. PRMG will send an email authorizing participation in the program and confirmation that that a credit for the appraisal fee will be offered to borrowers from this referral source. Once a loan officer has completed the above steps and receives a referral from Homes for Heroes, the following is the process in order to ensure the borrower is properly credited for the appraisal cost at closing:

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Page 1 Revised 1/05/16

Homes for Heroes Referral Program

PRMG is pleased to offer our retail staff the opportunity to participate in the Homes for Heroes Referral Program. PRMG is not affiliated with the Homes for Heroes program, but is committed to supporting programs such as this that provide benefits for the heroes in our communities. The Homes for Heroes program provides discounts for firefighters, emergency medical professionals, military and veterans, law enforcement, teachers and healthcare workers when buying, selling, renting, or refinancing a home. A hero signs up on the Homes for Heroes website and they are referred to a realtor and/or loan officer. When a PRMG loan officer signs up with this program and funds a loan using a referral from Homes for Heroes program, PRMG will provide a credit for the cost of the appraisal at the time of closing. In order to participate in the Homes for Heroes program each loan officer must meet the following criteria (as set by Homes for Heroes):

• At a minimum, the loan officer must have a two year history of closing at least 50 loans per year. • The loan officer is able to offer a full range of residential mortgage products including FHA and VA loans. • The loan officer is a member in good standing of at least one professional Mortgage Banker’s Association. • The loan officer is in good standing with the mortgage lenders’ governing authority in the states in which the loan

officer originate residential mortgage loans. The loan officer must sign a one year agreement with the Homes for Heroes program, and the cost to participate is $175 per month, or $1749 per year (if paid annually). The fee is paid by the loan officer (not PRMG) to the Homes for Heroes program, will associate the loan officer with a specific area (zip code) and the Homes for Heroes program will then provide referrals based on that information. In order for PRMG to provide the credit for the appraisal, the loan officer MUST follow the steps below:

1. Complete the following “Homes for Heroes Program Signup” form indicating your interest in the program, have the branch manager approve the request and submit the completed form to [email protected].

2. Sign up on the Homes for Heroes website and be interviewed by Homes for Heroes to ensure the loan officer is a good fit for the program. At that time, the loan officer will receive and email with the correct contact person for their area. www.homesforheroes.com/affiliates.

• When signing the agreement, the loan officer should indicate the discount provided is a credit at closing for the appraisal cost.

3. Provide PRMG a copy of the completed agreement, executed by both the loan officer and Homes for Heroes representative to [email protected].

4. PRMG will send an email authorizing participation in the program and confirmation that that a credit for the appraisal fee will be offered to borrowers from this referral source.

Once a loan officer has completed the above steps and receives a referral from Homes for Heroes, the following is the process in order to ensure the borrower is properly credited for the appraisal cost at closing:

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1. Complete the attached “Homes for Heroes Referral Form”, including the borrower name and loan number and branch manager signature confirming the referral source.

2. Email the completed Referral Form to [email protected] and upload the form to the FastTrac 360 loan file, placing this form in the “Appraisal: Related Items” category and then within that document placeholder rename the form to “Homes for Heroes Referral Form” at the time of loan submission.

3. The loan officer must select the correct Lead Source from the bottom of the Borrower Summary (PRMG) screen. There is also a Homes for Heroes available as public business contacts however, completing the business contact is not required. Completion of the Lead Source is required.

4. Borrower pays for appraisal up-front and loan proceeds as normal. 5. Doc drawer/funder will check the Lead Source in FT360 and if it is marked as Home for Heroes, doc drawer/funder

will verify the signed Referral Form is in system and then will apply credit for appraisal. 6. Borrower will be credited the cost of the appraisal at closing.

Additional details about the program can be found on the Homes for Heroes website at www.HomesforHeroes.com. For more information in California, Washington, Oregon and Nevada, loan officers can go to the website or reach out directly to the sales director for these areas:

Julie Kasa Sales Director CA,WA,OR,NV,HI 9201 West Broadway Avenue, Suite 615 Minneapolis, MN 55445 763-777-5820 [email protected] www.HomesforHeroes.com

For other states, proceed directly to the Homes for Heroes website: www.HomesforHeroes.com. Attached is also a flyer on Homes for Heroes and a samples agreement. Additionally, here is a summary of the program directly from Homes for Heroes:

• Homes for Heroes is a program to say thank you to the men and women that make our country and our communities a better place to live.

o We seek agents who want to give back to local heroes for all they do for our community and country. o Local heroes include a large dedicated group of people: military - active and retired, police, firefighters,

teachers, medical workers, EMT/EMS o We have about 1,500 agents in 48 states. o We are currently tracking over 2000 hero logins looking for an affiliate in their area monthly. o REALTOR® and loan officer affiliates have found that the program gives them a unique niche in a very

competitive real estate market. • By signing up as a Homes for Heroes Affiliate you receive:

• The rights to use our registered trademark (name/logo) which opens doors and starts conversations • Marketing and advertising ideas targeted to heroes • Facebook ads targeted to heroes • A welcome on the Homes for Heroes blog including a photo and bio • Promotional Area • Nationwide Network of Successful Affiliates (monthly conference calls) • A personalized landing page to showcase you and your business • Access to the Homes for Heroes closed affiliate group on Facebook • Online links to orientation, how to videos and other presentations and webinars • A welcome kit with a sampling of Homes for Heroes marketing materials • Significant presence at national hero gatherings, events, and conventions • Strategic advertising campaigns with television commercials • Volunteer opportunities with the Homes for Heroes Foundation and other charitable efforts • Marketing (logos, scripts, press releases, local hero group contact info) • Community Recognition

• Homes for Heroes Lenders agree to a pre-determined discount of fees to Heroes who purchase a home or refinance.

Revised 01/05/16

Homes for Heroes Program Signup Date: ____________________________________________________ Loan Officer: ____________________________________________________ Branch Location: ____________________________________________________ Branch ID: ____________________________________________________ Email the completed/executed form to [email protected]. By signing below, I am requesting authorization to participate in the Homes for Heroes Referral Program. I understand that I will have to sign up directly with the Homes for Heroes program, and I, as the loan officer, is solely responsible for the monthly/annual fee that is payment to Homes for Heroes for participating in the program. I understand that PRMG will provide a credit at closing for the cost of the appraisal for any borrower referred to me from the Homes for Heroes referral program. Before obtaining a referral, I understand I must provide PRMG with a copy of the executed agreement between myself and Homes for Heroes and will email the executed copy of the agreement to [email protected]. ____________________________________________________ _______________________ Loan Officer Signature Date ____________________________________________________ _______________________ Branch Manager Authorization (Signature) Date

Revised 01/05/16

Homes for Heroes Referral Form Date: ____________________________________________________ Loan Officer: ____________________________________________________ Branch Location: ____________________________________________________ Branch ID: ____________________________________________________ Loan Number: ____________________________________________________ Borrower Name: ____________________________________________________ Property Address: ____________________________________________________ ____________________________________________________ By signing below, I am certifying the above loan is a Homes for Heroes Referral. I understand that PRMG will provide a credit at closing for the cost of the appraisal for this borrower referred to me from the Homes for Heroes referral program. I agree to complete the following:

1. Email the completed Referral Form to [email protected] and upload the form to the FastTrac 360 loan file, placing this form in the “Appraisal: Related Items” category and then within that document placeholder rename the form to “Homes for Heroes Referral Form” at the time of loan submission.

2. Select the correct Lead Source from the bottom of the Borrower Summary (PRMG) screen. There is also a Homes for Heroes available as public business contacts however, completing the business contact is not required. Completion of the Lead Source is required.

____________________________________________________ _______________________ Loan Officer Signature Date ____________________________________________________ _______________________ Branch Manager Authorization (Signature) Date

On behalf of all of us at Homes for Heroes® we want to thank you for your interest in our program. We hope that you will become one of only 2% of the country’s real estate professionals who truly specialize in something cause related and different. Our affiliates have set themselves apart from their competition with this successful and rewarding niche. With the Homes for Heroes program you have the opportunity to set yourself apart from the competition in a very rewarding way.

The Nations Largest Hero Savings Program

NATIONAL PROGRAM • Brand Recognition – Heroes come to Homes for Heroes to find a real estate expert in their

area, who understands how to work with them and provide excellent service and savings. • Marketing – Homes for Heroes manages a multimedia national marketing calendar that

includes SEO, blogging, email marketing, social media, PR, events and trade shows. • Website – HomesForHeroes.com delivers over 25,000 visitors and 2,500 hero sign ups per

month as the #1 hero savings destination. LOCAL RECOGNITION AND COMPETITIVE ADVANTAGE

• Niche Program – Heroes want to work with an expert who specializes in working with Heroes. That’s how our affiliates stand out in their community and earn the business of local heroes.

• Local Media Coverage – Affiliates are frequently asked to talk about Homes for Heroes on the local news because of our goodwill story and how the affiliate gives back to local heroes.

• Community Group Recognition – Affiliates are recognized by local government agencies and hero organizations because they give back to members of the local community.

SUPPORT AND TOOLS

• Dedicated Support Team – Our Affiliate Success Team provides our affiliates with ongoing coaching, training, marketing guidance and ideas.

• Private Affiliate Group – Access to our private Facebook network of affiliates who share and discuss ideas, success stories and best practices.

• Personal URL/Landing Page – Affiliates receive their own unique URL and website landing page to capture new hero clients.

• Affiliate Toolbox – Contains helpful tools to establish and promote your Homes for Heroes program;; including templates, videos, ads, forms, how-­to guides, calendars and more!

President/Founder -­ Homes for Heroes

Real Estate Professional Benefits

Who qualifies as a Hero? Heroes include, but are not limited to: Military (Active/Veteran), Law Enforcement, Firefighters, EMS, Teachers, Healthcare Workers and others who provide quality services to the public every day.

How much does the Hero save?

• Buyers – Heroes will receive a Hero Reward® based on the real estate transaction amount.

• Sellers – Listing side commission discounted by 25%. • Lenders discount fees for heroes who are buying and refinancing. • Additional discounts for heroes with our Friends of Heroes® Program.

Real Estate Agents

$149/month Or

$1,499 per year (save $289/year)

5% of gross commission at closing to Homes for Heroes

One Year Agreement

Lenders

$175 per month Or

$1749 per year (save $351/year)

One Year Agreement

Hero Benefits

Investment

Additional Affiliate Discounts

50% discount HFH Branded Materials

$5 discount/month 15% Discount

The Nielsons, Minneapolis, MN “Even USAA could not come close to the savings we received from Homes for Heroes. We shopped and compared. No extra forms to fill out and no extra paperwork required. I could not have been more pleased.” – Tony & Carissa, United States Army Veteran

Mikal Knotek, Loan Officer – Bell Mortgage Minneapolis, MN

The HFH philosophy is easy, do what’s best for our heroes. Homes for Heroes unites a whole industry on behalf of the Hero. No other program that I have seen does this. Becoming a Homes for Heroes affiliate has given me the opportunity to say thank you to the people who give everything of themselves every day.

Visit www.HomesForHeroes.com for more information and testimonials from other Real Estate Professionals and Heroes.

Testimonials

14.4

Homes for Heroes® Affiliate Network

Lender Designation Agreement Parties: In this agreement, the terms “you,” “your,” “yours,” and “Affiliate” refer to Affiliate Name with a principal place of business located at Company Address City, State Zip (which is the address to be used for the purposes of all notifications provided under this Agreement). The terms “we,” “us,” “our,” and “ours” refer to Homes for Heroes, Incorporated (“Homes for Heroes”), a Minnesota corporation with its principle place of business at 9201 West Broadway Avenue, Suite 615, Minneapolis, MN 55445.

Background The Homes for Heroes Program is a marketing program that affiliates with Real Estate Agents and Lenders and other businesses across the country who agree to give significant discounts and rebates to Military Personnel, Firefighters, Police Officers, Educators and Healthcare workers (“heroes” or “hero”) when they buy, sell, build or refinance a home.

Set forth below are terms and conditions providing the details and obligations of Your participating in the Homes for Heroes Program. Following the provisions set forth below will ensure that heroes have a positive experience with You and with Homes for Heroes. It should be noted that after the closing on the property, each hero will have an opportunity to rate their experience with Homes for Heroes, including their experience with You. Ensuring every hero has a positive experience is everyone’s responsibility. Our long-term goal is that heroes become lifelong clients. Your relationship with the heroes and their families is a key component in achieving that goal. We need to earn the repeat business of our hero clients by providing them with the best possible positive experience. With these goals in mind, the parties agree as follows.

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AGREEMENT TERMS You have applied for membership(s) in the Homes for Heroes Affiliate Network, and you agree to comply with the terms of this Homes for Heroes Affiliate Network Participation Agreement (“Agreement.”) Lender As a lender, You certify that you meet the following Homes for Heroes criteria.

ü At a minimum, You have a two year history of closing at least 50 loans per year. ü You offer a full range of residential mortgage products including FHA and VA loans. ü You are a member in good standing of at least one professional Mortgage Banker’s

Association. ü You are in good standing with the mortgage lenders’ governing authority in the states in

which You originate residential mortgage loans. 1. Homes for Heroes’ Obligations.

Homes for Heroes will provide Affiliate with:

(a) Logos, graphics and other trademarked materials for Your duplication and trademarked promotional materials for Your purchase.

(b) Practical ideas and strategies to help you develop, nurture, and maintain relationships with heroes in your community.

(c) A welcome on the Homes for Heroes blog including a photo and bio. (d) An optional Homes for Heroes, customizable affiliate web page. (e) Access to the Homes for Heroes closed affiliate group on Facebook. (f) Informative orientation and how-to videos, and other presentations and webinars. (g) A welcome kit with a sampling of Homes for Heroes promotional materials.

2. Affiliate Membership Effective Dates and Fee.

2.1 Effective Dates. The effective dates of this agreement are ______________ to ______________. This agreement will renew automatically each year unless terminated in accordance with section 8.

2.2 Amount of Fee and Payment Schedule. You agree to purchase _____ (insert

number) one-year membership(s) in the Homes for Heroes Affiliate Network at one of the following levels: (check one below)

____ Individual Membership Package: $1,200.00 per year for individual

lenders, if paid in full at the time of Agreement execution or $120.00 per month for 12 months if paid in monthly installments.

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____ Five-Membership Package (for use by 5 lenders within the one office): $6,000 per year or $500.00 per month.

If monthly payment is the option selected then payments shall be made as follows: first payment at contract execution and subsequent payments made each month of membership by recurring credit card payment (process accessed at www.homesforheroes.com under Affiliate Console).

2.3 Timing of Payment. You will pay all charges on time. Initial payment must be paid and received prior to effective start date. If payment is more than thirty (30) calendar days past due, an additional 15% of the balance, or the maximum allowable by law, whichever is less, may be assessed on the total amount of the late payment, and the entire amount of unpaid charges or other outstanding balance (if any), plus this assessment, will become immediately due and payable.

2.4 No Right to Withhold. You may not withhold payments due Homes for Heroes

for any reason, including on grounds of alleged nonperformance. 2.5 Overdue Payment. If You do not pay Homes for Heroes on time, Homes for

Heroes may at its sole discretion:

(a) immediately terminate this Agreement upon notice; (b) seek to recover the amount overdue, the late-payment fee described in

paragraph 2.2, and all costs of collecting the amount overdue, including attorneys’ fees,

(c) combine any of the above rights and remedies as permitted by law; or (d) pursue any other right or remedy permitted by law.

3. Party Relationship.

3.1 No Business Entity. This Agreement does not create an agency, joint venture, or

partnership between You and Homes for Heroes. Neither party may impose or create any obligation or responsibility, express or implied, or make any promise, representation, or warranty on behalf of the other party, other than as expressly provided in this Agreement. Nothing in this Agreement may be construed to make Your employees or agents the employees or agents of Homes for Heroes. Homes for Heroes is not liable to pay wages, insurance, or to assume any other obligation as an employer. No acts performed or representations, whether oral or written, made by You, with respect to third parties, shall be binding on Homes for Heroes.

3.2 No Franchise. The relationship created by this Agreement does not constitute –

and is not intended to constitute – Homes for Heroes’ granting of a franchise to Affiliate. No federal, state, or local franchise statute, law, regulation, or rule is intended by the parties to apply to the parties’ relationship, nor will any such franchise statute, law, regulation, or rule be considered or construed to apply to

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the formation, operation, administration, termination, or expiration, of this Agreement. You expressly acknowledge that You have not paid, and will not pay, any franchise fee to Homes for Heroes in connection with this Agreement. To the extent permissible under applicable law, you hereby waive your rights under any franchise, business opportunity, or similar laws.

3.3 Affiliate Representations Regarding Current Business and Experience. You

recognize that Homes for Heroes is relying on your representations in entering into this Agreement and to fall within the exemptions and exclusions from franchise registration, disclosure, or relationship laws under the “fractional franchise” exemption or exemptions from “business opportunity laws,” to the extent necessary under applicable law. In particular, You make the following representations:

(a) The business to be conducted under this Agreement does not constitute the

starting of a new business. Rather, the business you will conduct under this Agreement will expand or enhance your current business. You have determined that the success of your core business is not dependent on the Homes for Heroes Program that you are adding to your current business.

(b) For at least 24 months immediately prior to the date of this Agreement,

you (or if you are not a natural person, one of the existing officers, directors, or managing agents of you, your parent, or one of your affiliates who has held that position for at least the last 24 months) have been engaged in a business offering services similar or related to the services you will offer as a Homes for Heroes Affiliate.

(c) You are experienced and knowledgeable in your existing business and

recognize that any controls or assistance that might be provided to you by Homes for Heroes will relate only to the Homes for Heroes portion of your business and not to the operation of any of your other business activities, such as your current business.

(d) You expressly acknowledge and understand that the representations you

make in paragraphs 3.1-3.3 of this Agreement are a condition for our decision to enter into this Agreement and that if the following statements are not accurate or are not based on your good faith judgment, you will be in material breach of this Agreement.

4. Affiliate Obligations.

4.1 Ethical Practices. Homes for Heroes has built a successful business by giving back to local communities and honoring heroes. Homes for Heroes believes that it will continue to grow and become even more successful without succumbing to legally questionable or unethical demands or practices. You must conduct Your business in an ethical manner.

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4.2 Database Updates. In order make sure that all heroes receive benefits of working with the Homes for Heroes program, You agree that if you obtain a hero through your own marketing efforts, then You will add the hero’s name and information to the database through the Homes for Heroes website. This Section 2 shall only apply if the hero gives express written permission for the Affiliate to add the hero’s name and information to the database.

4.3 Notification to Company. You agree to notify Your company about your

affiliation in the Homes for Heroes program and to clearly communicate the discount associated with hero-client transactions as set forth in Section 5 below.

5. Lender Discount. Upon successful closing of a hero transaction, You agree to provide the hero client with a

discount of ______________________________________________________ and to notify Homes for Heroes by sending a copy of the transaction worksheet (transaction worksheet can be found on Homes for Heroes website). Said discount shall be a true discount, i.e., the discount shall be passed on to the hero in full and the hero shall fully benefit from the discount as a result of the hero’s lowered closing costs. Homes for Heroes may, at any time, request, and Affiliate shall promptly deliver to Homes for Heroes, a copy of the HUD settlement statement.

6. Indemnification.

You agree to defend, indemnify, and hold harmless Homes for Heroes and its owners and any of its employees from and against claims, actions or demands, including without any limitation any legal or accounting fees, made by any third party allegedly resulting from your actions or inactions under or related to this Agreement.

7. Dispute Resolution.

7.1 Nonbinding Alternative Dispute Resolution. Both parties will attempt to settle any claim or controversy arising out of this Agreement through negotiation in good faith. If those attempts fail, then either party may demand nonbinding mediation to resolve the dispute. Within 30 calendar days after a party’s demand for mediation is received by either party, both parties will choose a mutually acceptable mediator. Neither party may unreasonably withhold consent to the selection of a mediator. Both parties will share the costs of mediation equally.

7.2 Litigation. If the parties cannot resolve the dispute within two months of an initial demand for mediation, then either party may file suit in either U.S. District Court for the District of Minnesota or Minnesota District Court for the Fourth Judicial District. Both parties consent to personal jurisdiction and venue in Minnesota. No alternative-dispute-resolution procedure will be construed under the doctrine of laches, waiver, or estoppel to adversely affect the rights of either party. Nothing will prevent either party from resorting to the judicial proceedings mentioned in this paragraph if good-faith efforts to resolve the dispute using

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alternative-dispute-resolution procedures have been unsuccessful or if interim relief from the court is necessary to prevent irreparable injury to one of the parties or to a third party.

8. Termination.

8.1 By Homes for Heroes. Homes for Heroes may terminate this Agreement at any

time due to Affiliate’s breach of this Agreement. All fees due to Homes for Heroes up to the point of termination, including an early termination fee as outlined in paragraph 8.3, shall remain payable to Homes for Heroes. Any pre-paid fees received by Homes for Heroes for services not delivered up to the point of termination shall be refunded.

8.2 By Affiliate. You may terminate your affiliate membership either (1) by providing written notice within thirty (30) days following any modification of this Agreement by Homes for Heroes under paragraph 12.5 below; or (2) after the initial one-year term has expired by providing written notice at least thirty (30) days prior to the monthly membership renewal charge date, requesting cancellation. In either case, written notice of termination must be addressed and mailed to:

Affiliate Services Homes for Heroes, Inc. 9201 West Broadway Avenue Suite 615 Minneapolis, MN 55445

If the Agreement is not terminated by the Affiliate 30 days prior to the

termination date of this Agreement, (or by Homes for Heroes as provided for herein), the Agreement shall continue after the termination date to be valid and effective for an additional one year membership.

8.3 Early Termination. If this agreement is terminated by Homes for Heroes for

reasons outlined in paragraph 8.1, or if you must terminate your affiliate membership prior to the termination date in this agreement, Homes for Heroes reserves the right to charge an early termination fee. The exact amount of the early termination fee will be $250 or $60 per full month remaining on the agreement ($1,250 or $300 per full month for five-member packages), whichever is greater and to be paid in full at time of termination.

You acknowledge that you have provided your credit or debit card account information. By providing your credit or debit card account information at any time, you authorize Homes for Heroes to apply this method of payment, in accordance with applicable law, to satisfy any and all amounts due upon termination. You also acknowledge and agree that you are required to maintain current credit or debit card information with Homes for Heroes and agree to notify Homes for Heroes whenever there is a change in such information.

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9. Rights to Use; Non-Compete.

9.1 Confidential Information. You recognize and agree that you will have access to and a limited right to use certain intellectual property of Homes for Heroes while your Affiliate membership is current. This includes but is not limited to copyrighted materials, trade secrets, trademarks, business methods of Homes for Heroes, and any other information that Homes for Heroes designates as confidential (“Confidential Information”).

9.2 Non-Compete Obligations During the Term of This Agreement. You will only make use of such Confidential Information in the course of your duties as an Affiliate, and for no other purpose whatsoever. You agree not to engage in any business that competes with Homes for Heroes, directly or indirectly, while this Agreement is in place. This includes but is not limited to, capturing hero information with a registration form on any websites.

9.3 Non-Compete Obligations Following Termination of This Agreement. If this Agreement lapses or terminates for any reason, You agree that You will not, for a period of 24 months following the date of lapse or termination, engage in any business activities, alone or in concert with others, which compete with the services provided at that time by Homes for Heroes in the real estate or lending market area(s) in which You operated while this Agreement was in force. However, nothing herein shall be construed to prohibit or otherwise limit Affiliate to continue its mortgage originating business.

9.4 Remedy for Breach of This Provision. You agree that, should your use of Homes for Heroes’ Confidential Information violate this section, Homes for Heroes will suffer irreparable harm and damages which are difficult to quantify, and You consent to the jurisdiction of Minnesota state and Federal courts for the purpose of Homes for Heroes seeking injunctive relief. You agree further to pay all of Homes for Heroes’ reasonable attorney’s fees and costs associated with securing such injunctive relief.

10. Trademark.

10.1 Ownership and Validity of Marks. Homes for Heroes owns the registered

trademarks identified in Terms of Use in paragraph 13 (e). The Marks are proprietary and at all times remain Homes for Heroes’ property. Affiliate acknowledges the validity of the Marks, as well as Homes for Heroes’ exclusive ownership of the Marks.

10.2 No Infringement. Affiliate must not do anything to infringe on, harm, dilute, or

contest the validity of Homes for Heroes’ Marks.

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10.3 Affiliate’s Use of Homes for Heroes’ Trademark. You may use the Marks in connection with your affiliation of the Homes for Heroes’ program provided such use is consistent with the terms of this Agreement. Unless Homes for Heroes’ specifically agrees otherwise in writing, any such promotion will be nonexclusive and at Your sole cost and expense.

10.4 Prohibited Uses. Affiliate may not use the Marks or any other trademarks owned

by Homes for Heroes, including but not limited to any derivative of the phrase “Homes for Heroes,” as part of its business or trade name or as part of any name under which Affiliate conducts business. Affiliate may not assign or transfer its right to use the Marks.

10.5 No Grant of Rights in Trademark. Permission to display the Marks, or any

other proprietary word or symbol owned by Homes for Heroes is only as stated in paragraph 10.3 above. Nothing in this Agreement grants Affiliate any right, title, or interest in the phrase “Homes for Heroes” (either alone or in association with other words, names, or symbols), or in the corporate names “Homes for Heroes” or “Friends of Heroes,” or in any other trademark or trademarks adopted or owned by Homes for Heroes.

10.6 Homes for Heroes’ Right to Control and Approve Use. To help Homes for

Heroes protect its trademarks, trade names, corporate slogans, and goodwill, Affiliate agrees not to use the trademark or any of Homes for Heroes’ trademarks, names, slogans, or designations in any advertising, copy, promotional material, signs, or other written materials except in a form that Homes for Heroes specifically approves in writing. Homes for Heroes may, at any time, request, and Affiliate shall promptly deliver to Homes for Heroes, samples, photos or prototypes of any products in order to ensure the products conform the Homes for Heroes specifications and quality control standards.

10.7 Mandatory Discontinuation of Use. Upon termination or expiration of this

Agreement, Affiliate will immediately discontinue its use or display of (A) the Marks; and (B) any written material that states or implies that Affiliate is connected with Homes for Heroes.

11. Limitations.

11.1 Limitation of Liability. Except as provided in paragraph 6, Indemnification, Homes for Heroes’ total liability in any matter arising out of or related to this Agreement is limited to the amount of annual fees paid under paragraph 2.1, Payment Amount, of this Agreement. Affiliate’s sole remedy is to ask that Homes for Heroes refund the annual fees paid. In no event will Homes for Heroes be liable for incidental, special, or consequential damages, including loss of profits, interference with business prospects or contract, frustration of economic or business expectations, or any claim against Affiliate or some other third party.

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11.2 Time to Sue. Except for actions relating to either (a) Affiliate’s misuse of Homes

for Heroes’ Confidential Information in violation of paragraph 9 or (b) Affiliate’s infringement of Homes for Heroes’ trademarks, no action for breach of this Agreement may be brought more than two years after the cause of action accrues. Where a shorter limitation period is provided by applicable law for a particular claim, no action may be brought after that period expires.

11.3 No Representations. Any information, advice, approvals, instructions, or

projections made or issued by Homes for Heroes’ sales personnel or other representatives will be considered expressions of personal opinion only and will not affect either party’s rights or obligations under this Agreement.

12. General.

12.1 Account Discrepancies. Affiliates may always contact Homes for Heroes Affiliate Services by e-mail or telephone concerning charges or other questions regarding the status of an account. However, if not satisfactorily resolved within fifteen (15) business days of calling and in no event later than ninety (90) days after a questionable billing or other discrepancy should have been discovered, the Affiliate must write to:

Affiliate Services Homes for Heroes, Inc. 9201 West Broadway Avenue Suite 615 Minneapolis, MN 55445

12.2 Governing Law. Minnesota law applies to this Agreement without regard for any choice-of-law rules that might direct the application of the laws of another jurisdiction.

12.3 Invalid Provision. If any part of this Agreement is for any reason held to be

unenforceable, the rest of it remains fully enforceable.

12.4 Entire Agreement. The parties acknowledge that they have read and understand the terms and conditions of this Agreement and agree to be bound by them. This Agreement supersedes all previous proposals, oral or written, and all other communications between parties on the subject matter of this Agreement.

12.5 Modification of Agreement. Additions, deletions, amendments, or changes are

collectively called “modifications.” Homes for Heroes has the right to unilaterally make any modification of this Agreement at any time by providing written notice of the modification to You.

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12.6 Binding Effects. This Agreement shall be binding upon and inure solely to the

benefit of Homes for Heroes and Affiliate. This Agreement may be assigned by Homes for Heroes to a corporate affiliate, subsidiary or successor in interest, in Homes for Heroes’ sole discretion. This Agreement may not be assigned or otherwise transferred by Affiliate, without the prior written consent of Homes for Heroes.

12.7 Copies. A printed version of this Agreement and of any notice given in electronic

form shall be admissible in all proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

13. Terms of Use.

Affiliates agree to this “Terms of Use” section and agree to continue to be bound by this section as it may be changed from time to time by Homes for Heroes, such changes to take effect upon notice of the change being given by Homes for Heroes.

(a) Web site. Homes for Heroes operates a Web site in conjunction with its business

as a licensed real estate and services company that connects heroes who want to sell and/or buy a home with pre-screened Real Estate Agent and lender Affiliates who have generously agreed to give rebates and discounts to heroes throughout the entire real estate transaction. The Web site is the venue which connects prospective home sellers and buyers only with Real Estate Agent and lender Affiliates who are members in good standing in our Homes for Heroes Affiliate Network

(b) Limitation of Liability. The Homes for Heroes Web site is operated by Homes for

Heroes. Homes for Heroes and its owners and any of its employees are not liable for any errors on the site, and are not liable for any communications or interactions between a Homes for Heroes Affiliate and a hero client. Homes for Heroes is not involved in any transaction of property for sale between buyers and sellers. Should any disputes arise related to your use of the Web site or your actions based upon information contained on the Web site, you agree to indemnify and defend Homes for Heroes, its owners and any employees, from any claims or damages. It is the responsibility of Affiliates to maintain all requirements according to any applicable laws.

(c) Web site limitations. Homes for Heroes cannot and does not confirm each hero’s

identity. Homes for Heroes does not warrant that the Web site will operate without error or that any pages or its server are free of computer viruses or other harmful devices. Homes for Heroes is not responsible for your ability or inability

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to use the Web site, and is not responsible for any lost profits or damages resulting from your use or inability to use the site.

(d) Use. As a condition of your use of the Homes for Heroes Web site, you agree that

you will not use the Web site for any purpose that is unlawful or prohibited by these terms, conditions, and notices.

(e) Copyright and Trademark Notices. All contents of the website

HomesForHeroes.com are Copyright 2004-2014 Homes for Heroes, Inc. 9201 West Broadway Avenue, Suite 615, Minneapolis, MN 55445. All rights reserved. Homes for Heroes, HOMES FOR HEROES, YOUR PARTNER IN WORKFORCE HOUSING, SERVICE DESERVES ITS REWARDS, FRIENDS OF HEROES, HERO CONNECT, THANKING HEROES ONE HOME AT A TIME, HERO REWARDS and the stylized House and Flag logo are trademarks and/or service marks of Homes for Heroes, Inc. Additionally, you will not own, administer, or manage any domain names including the words “Homes for Heroes.”

(f) Promotional Area. Homes for Heroes will assign promotional areas with the condition that heroes are being reached, relationships are being developed with those heroes, and the heroes are receiving the benefits of the program. The promotional area for the purpose of this agreement is defined on Exhibit A to this agreement. The only way that Homes for Heroes can gauge the success of its affiliates in a given promotional area is by the number of closings that occur. Homes for Heroes reserves the right to assess the results (number of hero closings) after each anniversary year of this participation agreement. Homes for Heroes, at its sole discretion and after the one-year assessment, reserves the right to modify the promotional area in the interest of better serving heroes. Homes for Heroes will notify the Affiliate of its intention to modify the promotional area.

(g) Friends of Heroes® Program. Friends of Heroes® is a Homes for Heroes

Program. Adding local businesses to the Friends of Heroes® program is a great way for you to expand your relationship building efforts and provide more value and savings to heroes. Affiliates serve as some of Homes for Heroes’ greatest ambassadors by telling local businesses in their networks about the benefits of Homes for Heroes’ affiliate and Friends of Heroes programs. But Homes for Heroes also needs to oversee the use of its brand name – both to ensure that the Friends of Heroes® program is managed correctly and to protect Homes for Heroes’ intellectual property, including its federal trademarks.

Therefore, as a Homes for Heroes’ affiliates, you hereby acknowledge that no third party to this agreement may use Homes for Heroes’ business names, trademarks, and logos, including Friends of Heroes®, without the express written permission of Homes for Heroes or the third party’s own agreement with Homes for Heroes. You also expressly agree that you do not have the authority to authorize any third party to this agreement to use the Friends of Heroes® name or

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logo in any way. If you become aware of unauthorized use of any of Homes for Heroes’ trademarks, you agree to notify Homes for Heroes promptly. This is not to discourage you from connecting local businesses to the Friends of Heroes® network. There are many benefits for local businesses that become Friends of Heroes®. If you know a vendor who would benefit by joining the Friends of Heroes® program and advertising the Friends of Heroes® name, they should contact Homes for Heroes at: 866-443-7637 or email [email protected].

14. I certify that this agreement has been thoroughly explained to me by a Homes for Heroes

representative and that I have had the opportunity to ask questions about the terms, expectations, and services provided (initial here):

Signatures on next page

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IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT on the dates set forth below. Homes for Heroes Real Estate Agent Affiliate Signature By: ________________________ __________________________ (“Affiliate” – Sign) Date ________________________ (“Affiliate” - Print) A copy of the fully executed Agreement will be returned to you for your files. Homes for Heroes, Inc. Signature Ruth Johnson, President Homes for Heroes Signed: __________________________________ _______________________ Date

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EXHIBIT A

Promotional Area as defined in Section 13, Terms of Use

Affiliate will be allowed to promote the Homes for Heroes program in the following geographic area: Zip codes: