DISCLAIMER. H. William Freeman. Freeman Cotton & Gleeson PLC. 33 Bloomfield Hills Parkway, Suite 240. Bloomfield Hills, MI 48304

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1 Page 1 of 6 DISCLAIMER These forms are not intended to be a substitute for the legal advice of competent counsel. The user has the responsibility to determine whether the forms are appropriate or effective in a particular situation. The user should make certain that the form complies with current law, both state and federal. The authors and CBOR and its employees disclaim any liability arising from the use of the forms. H. William Freeman Freeman Cotton & Gleeson PLC 33 Bloomfield Hills Parkway, Suite 240 Bloomfield Hills, MI Ph ext. 221 Fax wfreeman@fcgplc.com

2 Page 2 of 6 EXCLUSIVE COMMERCIAL BUYER/TENANT AGENCY AGREEMENT THIS EXCLUSIVE BUYER/TENANT AGENCY AGREEMENT ( Agreement ) is made and entered into this day of, 20 (the Effective Date ), by and between, a [state organized], [entity type], whose address is, [city], [state] [zip code] ("Broker"), and, a [state organized], [entity type], whose address is, [city], [state] [zip code] ("Client"), in the manner following: 1. AGENCY APPOINTMENT. Client hereby appoints Broker as Client's exclusive agent to assist Client in negotiating for and securing the property described in Section 3 below. Broker accepts this appointment and agrees to assist Client in formulating strategies, making offers, negotiating agreements and otherwise facilitating the details of such transactions, as further outlined herein. 2. TERM & CANCELLATION. This Agreement shall commence on the Effective Date hereof and terminate at 11:59 p.m. on the last day of, 20 (the "Termination Date") (the term referred to as the Engagement Period ). This Agreement may be canceled prior to the Termination Date only by the written mutual agreement of the parties. 3. PROPERTY. Client desires to purchase, lease, or purchase or lease, real property, which may include items of personal property, meeting the following general criteria (the Property ): Type: Income; Retail; Unimproved Land; Industrial; Office; Other General Description: General Location: Other Details: 4. PREFERRED PRICE & TERMS. Client has established the following price range and terms under which to secure the Property: Price Range: Between $ and $ Preferred Terms: 5. EXCLUSIVE AGENT. Client agrees that during the Engagement Period, any and all inquiries and/or negotiations on behalf of Client relating to the acquisition or lease of any Property shall be through Broker. Client agrees to refer to Broker any inquiries from any other broker, salesperson or any other source. 6. BROKER S SERVICES. Broker shall, at a minimum and in accordance with the Michigan Occupational Code, provide the following services to Client: (i) identify potential Property candidates for Client s consideration, including supporting information necessary to make an informed decision; (ii) assistance in developing, communicating, negotiating, and presenting offers, counteroffers, and related documents or notices until a transaction is executed by all parties and all contingencies are satisfied

3 Page 3 of 6 or waived; and (iii) after execution of a binding agreement to purchase or lease by all parties, provide assistance as necessary to complete the transaction under the terms specified in the agreement. 7. ENTITLEMENT TO A COMMISSION. Client agrees to pay Broker a commission in the event any of the following occurs: a. During the Engagement Period Client purchases, leases or exchanges any Property, or enters into a letter of intent to lease or purchase any Property, or enters into an option agreement for any Property. This includes closing on a purchase or exchange, or signing a purchase, option or exchange agreement where the closing occurs after the Termination Date of this Agreement; b. Within months after the Termination Date of this Agreement (the Protection Period ), Client purchases, leases, or exchanges any Property (a Protected Property ) for which Broker had negotiations for Client, or for which Broker had exhibited or had offered to exhibit to Client, or for which Broker had any letter of intent or written contract with the Property owner or its agent on Client's behalf. Broker shall furnish Client with a list of all Protected Properties promptly after the Termination Date of this Agreement, for which Client shall be liable to pay Broker s commission if Client completes a transaction during the Protection Period; or c. At any time in the future Client purchases or leases a Protected Property for which an option or letter of intent was granted to Client, or for which a purchase agreement was executed by Client during the Engagement Period or Protection Period. Since this is an exclusive agency agreement, Broker does not have to be the procuring cause of the purchase, exchange or lease in order to earn a commission. In the event of a purchase, exchange or lease, as provided above, Broker s commission shall be payable in full at the time the transaction closes; the only prerequisite to the Client s obligation to pay a commission is the purchase, exchange or lease of the Property by Client or a related person or entity; and the commission shall be payable regardless whether or not Broker located, negotiated, and/or secured the Property ultimately purchased, exchanged or leased by Client or a related person or entity. 8. SOURCE OF COMPENSATION. Broker is authorized, but not required, to negotiate for a seller-paid commission, the payment of which will satisfy a portion of or all of Client's commission obligation under this Agreement. However, Client shall ultimately be responsible for the commission to be paid Broker. Client acknowledges that a cooperating listing broker may agree to share commissions to be received from a property owner. Client hereby consents to and encourages Broker to enter into such a commission sharing agreement with a listing broker, provided that any commission sharing agreement shall reduce the commission due from Client to Broker under this Agreement. The payment of any commission by a property owner is solely for economic adjustment purposes and Client acknowledges that such payment is not intended to make Broker either the agent of a property owner or subagent of a listing broker. The commission due Broker at the closing of the transaction shall be as follows: A fixed fee of $ per Property; or percent of the purchase price, with a minimum of $ ; or percent of the gross aggregate base lease, with a minimum of $ ; or Other. 9. RETAINER FEE. Client will pay Broker a non-refundable Retainer Fee of $, due and payable upon execution of this Agreement. The Retainer Fee is intended as minimum compensation to Broker for Broker's effort in attempting to locate the Property for Client, regardless of whether a transaction closes. If Client closes on the sale, exchange

4 Page 4 of 6 or lease of Property, then the Retainer Fee shall be applied against the total commission due. The Retainer Fee cannot and will not be used as part of Client's earnest deposit when an acceptable Property is located or an agreement is executed. 10. DISCLOSURE OF BROKER'S ROLE. At the time of any initial contact, Broker is authorized to inform all prospective property owners and their agents that Broker is acting on behalf of Client, or an undisclosed party, until such time that Client authorizes Broker differently. 11. WAIVER OF CONFLICT OF INTEREST. Client understands that other potential clients may consider, make offers on, or purchase and/or lease through Broker the same or similar properties as Client desires to secure. Client consents to Broker's exclusive and non-exclusive representation of other such potential clients, who may be in direct competition with Client, before, during and after the Termination Date of this Agreement. Client understands and agrees that Broker shall not be required to disclose information to Client obtained from or relating to other potential clients through its agency relationship. Client further understands and accepts that Broker may represent Client in showing and negotiating for properties listed by another broker where Broker has acted as an agent or sub-agent in the past. Client agrees that Broker shall not be held liable for not disclosing information concerning said property owner that was obtained while Broker was acting as an agent or subagent of said property owner, which might, in the sole judgment of Broker, harm said property owner s bargaining position. In the event Client elects to make an offer on Property listed with or owned by Broker, then, at Broker s option: (a) Broker shall either continue the agency relationships with both the owner of the Property listed with Broker and with Client, except acting as a disclosed transaction coordinator (and shall have no responsibility to either party with respect to the specific transaction); or (b) Broker will refer Client to another brokerage company with respect to the specific transaction. Any change in the agency status pursuant to this situation shall be completed in writing between the parties, which will be attached as an addendum to this Agreement and which shall govern only such specific situations with regard to the transaction coordinator role. 12. COST OF SERVICES. Client agrees to promptly pay for products or services from outside sources ordered by Broker on Client's behalf, including, without limitation, surveys, appraisals, market analyses, environmental studies, inspections, soil tests, title reports, engineering studies, etc. In the event Broker provides to Client names or sources for such products or services, or orders products or services from others on behalf of Client, Client acknowledges and agrees that Broker does not warrant or guarantee the quality, accuracy or completeness of any such services or products. 13. RELEASE AND INDEMNIFICATION. Client waives and releases any and all claims Client may now or hereafter have against Broker, and agrees to defend and indemnify Broker and to hold Broker harmless on account of any and all liability, loss, damage, cost or expense arising directly or indirectly by reason of or in connection with this Agreement or the purchase or lease of any Property, including, but not limited to, attorney's fees reasonably incurred by Broker, provided only that the Broker is not grossly negligent. 14. NON DISCRIMINATION. Client and Broker each agree not to discriminate because of race, color, sex, marital status, national origin, age, religion, height, weight, handicap, disability, familial status or any other matter now or at any time during the term hereof prohibited by federal, state, or local law. 15. CONDITION OF PROPERTY. Client is not relying on Broker to determine the suitability (i.e., zoning, plat restrictions, etc.) of any Property for the Client's purposes or the environmental, structural or other conditions of the Property. 16. CLIENT RESPONSIBILITY. The duties of Broker contained herein do not relieve Client from the responsibility to protect Client's own interests. Client should read carefully all agreements to assure that they adequately express Client's understanding of the transaction. Client has been advised to seek legal assistance from an attorney on all issues.

5 Page 5 of MODIFICATION OF AGREEMENT. No modification of any of the terms of this Agreement shall be valid or binding upon the parties unless said modification is in writing and signed by the parties. 18. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of Client and Broker and their respective heirs, personal representatives, successors and assigns. If any officer, director, shareholder, manager, member, partner, employee, or agent of or under the control of Client purchases, exchanges or leases any Property during the Engagement Period, or any Protected Property during any Protected Period, then Client shall be liable to pay Broker s commission as provided for under this Agreement. 19. LIEN. Client grants Broker the right, and consents to the recording of, a consensual lien against the Property and appurtenances thereon anytime after completing the transaction contemplated in this Agreement to secure payment for the services rendered by Broker under this Agreement. Said Lien shall remain valid and enforceable until the compensation owed Broker has been paid by Client. Further, this lien right expressly provides for and grants Broker the power of foreclosure and sale under the Foreclosure of Mortgages and Land Contracts provisions of the Michigan Revised Judicature Act, MCLA et seq., as amended. 20. EXPENSES AND INTEREST. In the event either party seeks to enforce any of its rights under this Agreement, the prevailing party shall have the right to recover all costs and expenses, including reasonable attorney s fees, incurred in connection with such enforcement. All commissions which are due and payable in full, but have not been paid on time, shall bear interest from the due date until the date of payment, at the rate of eighteen percent (18%) per annum, or the highest rate allowed by law. 21. BINDING ARBITRATION. Unless otherwise agreed between the parties, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in a court having jurisdiction thereof and Client agrees to be bound by any such decision rendered. 22. GENERAL DISCLAIMER. CLIENT ACKNOWLEDGES THAT BROKER IS NOT AN ATTORNEY, TAX ADVISOR, SURVEYOR, CIVIL ENGINEER, STRUCTURAL ENGINEER, ENVIRONMENTAL EXPERT OR APPRAISER. CLIENT FURTHER ACKNOWLEDGES THAT BROKER HAS ADVISED CLIENT THAT IF CLIENT HAS ANY QUESTIONS IN AREAS THAT REQUIRE SUCH EXPERTISE, THAT CLIENT SHOULD CONSULT PROFESSIONALS IN THESE MATTERS. CLIENT ACKNOWLEDGES THAT BROKER HAS ADVISED CLIENT THAT THE PURCHASE OR LEASE OF PROPERTY IS A SIGNIFICANT EVENT WHICH HAS LEGAL, TAX AND NUMEROUS OTHER IMPLICATIONS. BROKER HAS INFORMED CLIENT THAT THE PROPERTY COULD HAVE STRUCTURAL DEFECTS, MECHANICAL DEFECTS, INFESTATION BY WOOD EATING INSECTS OR MOLD AND THAT THE BOUNDARIES AND LOCATION OF THE PROPERTY CANNOT BE DETERMINED WITHOUT AN ACCURATE SURVEY. CLIENT FURTHER ACKNOWLEDGES THAT BROKER HAS INFORMED CLIENT THAT THE TITLE TO THE PROPERTY COULD BE SUBJECT TO RESTRICTIONS, EASEMENTS, LIENS, AND OTHER ENCUMBRANCES AND THAT THE SERVICES OF AN ATTORNEY MAY BE NECESSARY IN ORDER TO EVALUATE THEIR EFFECT ON TITLE. 23. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties, and any prior agreements, whether oral or written, have been merged and integrated into this Agreement. In the event any portion of this Agreement is found to be unenforceable, said clause shall be severed from the Agreement and the remainder of the Agreement shall remain in full force and effect.

6 Page 6 of 6 **************************** End of Agreement Containing 23 Numbered Sections **************************** The parties hereby acknowledge that as of the Effective Date they have read, understood and accepted this Agreement and have received a completed copy of this Agreement. For Client: For Broker: By: By: Its: [Signature] Its: [Signature] Witness: Client s Contact Information - Phone: FAX: