NONCIRCUMVENTION,

NONDISCLOSURE

AND FEE AGREEMENT

**3% TOTAL FEES OF THE PURCHASE PRICE

This Non-Circumvention, Non-Disclosure and Compensation Agreement ("Agreement") is by and between
those Parties set forth below in the signature lines at the end of this Agreement dated as of the latter signatory's
date. The Parties shall collectively be referred to as the "Parties," and individually referred to as a "Party."
RECITALS
The Parties have engaged in and are continuing to engage in discussions relating to a potential sale by
Seller and the purchase by Buyer of one or more portfolios of real estate owned properties, performing or
nonperforming real estate notes, and other similar and related assets (collectively the 'Transaction"), During the
course of the discussions, a Party may have become and may continue to become privy to, have access to, receive
or inspect certain information, documents, analyses, proprietary information, pricing schedules, strategies, customer
information, financial and business information relating to the other Parties and its/their business, assets,
operations, guidelines, prospects, customer information, products, administration, loan portfolio source information,
or financial condition, and other matters which the Parties deem confidential. The information exchanged between
the Parties is hereinafter collectively referred to as the "Confidential Information."
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants made herein and for other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Confidentiality.
The Parties agree not to use any of the Confidential Information for any purpose other
than the pursuit of the Transaction. Except as otherwise expressly provided herein, the Parties agree that the
Confidential Information will be kept confidential by the Parties and their respective directors, officers, employees,
members, agents, partners or representatives, including without limitation any accountants, attomeys, and
financial advisors ("Representatives"). The Parties may disclose the Confidential Information to their respective
Representatives who need to know such information for the purpose stated herein and who are informed of the
confidential nature of the Confidential Information and agree to abide hereby. The Parties agree that they will not,
and will direct their respective Representatives not to, disclose to any person any Confidential Information without
the prior written consent of the Party making disclosure of Confidential Information. No Party or its /their
Representatives shall disclose to any person the fact that the Parties have received any of the Confidential
Information. The Party receiving Confidential Information will be responsible for any breach of this Agreement by its
Representatives. Each Party agrees, at its own expense, to take all reasonable measures, including but not limited
to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential
Information and shall be responsible for any breach of this Agreement by its Representatives. No Party shall, without
the express prior written consent of the other Party, use or permit the use of the other Party's name, or represent or
imply that it is affiliated with, authorized by, or in any way related to the other Party.
2. Non-Interference.
Without the prior written consent of the other Party, neither Party shall make any
contact of any nature with any loan portfolio sources, financial sources, target or underlying entities or parties for any
purpose in conflict with the business intentions of the other Parties or their Representatives with respect to the
Transaction. Specifically (a) neither Party nor its Representatives will visit, initiate discussions with, solicit, or
otherwise directly or indirectly contact the other Party's purchasing or financing partner for this Transaction, (b) no
Party nor its representatives will physically visit, initiate discussions with, or otherwise directly or indirectly contact the
Seller's source for the purpose of acquiring from the Seller's source of any assets, and (c) no Party nor its
Representatives will use the Confidential Information to divert or attempt to divert any business relationship or
transaction between the other Parties or theirlits financial partners or sources.
3. Exclusions.
Confidential Information shall not include, and this Agreement shall not apply to, any
information which: (a) is or becomes generally available to the public, without violation of any obligation of
confidentiality by any of the Parties, (b) becomes available to any of the Parties on a non-confidential basis from a
source that the Party knows or reasonably believes is not prohibited from disclosing such Confidential information to
the Parties under any legal, contractual, or fiduciary obligations, or (c) is independently developed by any of the
Parties without use, directly or indirectly, of the Confidential Information received from the any other Party. If any of
the Parties becomes legally obligated, or receives a subpoena or other legal demand, to disclose any Confidential
Information, such Parties shall, if legally permissible, notify all other Parties in writing immediately, and shall
cooperate in good faith with the Party seeking to protect the Confidential Information in any effort by such Party
to seek a protective order or other appropriate remedy, and shall use commercially-reasonable efforts to protect the
confidential, privileged and proprietary status of the Confidential Information.

BUYER

Page 1 of4

BUYERREP

FACILITATOR

wb SELLERREP

NON-CIRCUMVENTION,

NON-DISCLOSURE

AND FEE AGREEMENT

4. No Representations or Warranties. Each Party acknowledges and agrees that: (a) neither it nor any of
its directors, officers, members, stockholders, partners, affiliates, employees, attorneys, or agents has made or
herein makes any express or implied representation or warranty as to the accuracy or completeness of the
Confidential Information (b) neither Party is entitled to rely on the accuracy or completeness of the Confidential
Information and (c) each Party shall rely solely on the representations and warranties made to it by any other
Party in any agreement regarding the Transaction entered into hereafter and not on the accuracy of the Confidential
Information provided in connection with this Agreement. All copies of Confidential Information shall be returned to
the disclosing Party immediately upon its request.
5. Remedies. In the event of any breach of this Agreement, the non-breaching Party shall be entitled to any
and all remedies provided in law or equity. Any and all such remedies shall be cumulative, and not exclusive.
Nevertheless, the Parties agree that in the event of a breach or threatened breach by any of the provisions of this
Agreement, the Party seeking to protect the Confidential Information has no adequate remedy in money damages
and, accordingly, without the requirement to post a bond, shall be entitled to seek an injunction against such breach
and/or to compel specific performance of this Agreement, in addition to any other legal or equitable remedies
available to it.
6. General Provisions. No failure or delay in exercising any right hereunder will operate as a waiver thereof,
nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right. In the event of litigation or arbitration relating to this Agreement, the prevailing Party shall be entitled
to recover reasonable attorneys' fees and costs. This Agreement may be executed in counterparts, each of which
shall be deemed an original for all purposes and all of which shall together constitute a single agreement binding on
all Parties. This Agreement (a) shall be governed and construed according to the laws of the State of California in
the jurisdiction of the Rio Vista, California courts (b) may not be assigned by either Party without the prior written
consent of the other, which may be withheld in such Party's sole and absolute discretion (c) is the entire agreement
between the Parties and supersedes all prior and contemporaneous oral and written agreements and discussions,
and (d) may be amended only by an agreement in writing. The terms of the recitals are included herein is part of the
Agreement. Time is of the essence of this Agreement.
7. Interpretation.
It is the purpose of this Agreement to protect the Confidential Information and to ensure
that the Parties have adequate remedies and are compensated as a result of disclosure of Confidential
Information and/or interference with business relationships disclosed as a result of the Transaction contemplated
hereunder and to set forth the parties agreement for Compensation should the Parties complete the Transaction.
The Parties intend that the scope, enforceability and enforcement of this Agreement be interpreted broadly to protect
the use and exchange of the Confidential Information, to prevent any Party hereto from circumventing the other by
making use of such Confidential Information which would serve to interfere with the other Party's ability to receive
compensation arising out of its participation in the process leading to the Transaction, and to prevent any Party to
this Agreement from going directly to the other Party's sources of information, financing, partners, or business
entities or persons being represented by any such Parties, and therefore circumventing any Party's right to be
compensated for being a procuring cause of the Transaction contemplated hereunder. The Parties direct a court
enforcing and/or interpreting this Agreement to enforce and interpret this Agreement as broadly as possible to
further such goal and protect such interests. This Agreement has been the consequence of negotiations between the
Parties, and is not to be interpreted or construed in favor of, or against either Party.
ACKNOWLEDGEMENT
**3% TOTAL FEES OF THE PURCHASE PRICE
IT IS AGREED BY THE UNDERSIGNED THAT THIS ACKNOWLEDGEMENT AND AGREEMENT WILL APPLY TO
ALL TRANSACTIONS BETWEEN THE INDICATED BUYER AND SELLER. INCLUDING AFFILIATES.
ASSOCIATES OR ASSIGNEES. FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF EXECUTION OR
COMPLETION OF ANY TRANSACTION BETWEEN THE PARTIES. AN EXECUTED COPY OF THIS DOCUMENT
SHOULD BE SUBMITTED BY THE SELLER TO THE ESCROW AGENT PERFORMING THE CLOSING OF ANY
TRANSACTION CONTEMPLATED BY THIS DOCUMENT PRIOR TO CLOSING. FAILURE BY THE BUYER TO
PROVIDE SUCH COpy WITH ITS INSTRUCTION TO THE ESCROW AGENT TO DISBURSE INDICATED FEES
FROM CLOSING WILL RESULT IN BUYER RESPONSIBILITY FOR LEGAL RAMIFICATIONS OF THESE
IRREVOCABLE FACILITATOR! MANDATEI REP FEES.
BUYER

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BUYERREP

FACILITATOR

wb

SELLERREP

NON-CIRCUMVENTION,

NON-DISCLOSURE

AND FEE AGREEMENT

FEE DISCLOSURES:
SELLER WlLL PREPARE FINAL FEE AGREEMENT
3% TOTAL FEES (BUYER MANDATEIREP,

BASED ON THE INSTRUCTIONS

FACILITATOR,

BELOW:

and SELLERS REP)

3% (BUYER MANDATEIREP, FACILITATOR, and SELLERS REP) TO BE OUTLINED ON TIIIS FEE AGREEMENT AND
PAID THRU BUYER'S ESCROW. THE BUYER CONFIRMS THAT THE ESCROW OFFICER SHALL AUTOMATICALLY
TRANSFER FUNDS AS DIRECTED INTO EACH BENIFICIARY'S DESIGNATED BANK ACCOUNTS WITH SAME DAY
BANK WIRE THE DATE OF CLOSING OF ESCROW AND/OR COMPLETION OF EACH TRANSACTION DURING THE
CONTRACT TERM PLUS ANY EXTENSIONS AND/OR ROLLOVER OF THE SPECIFIED CONTRACT. FOR THE
PURPOSE OF CLARITY, THE BUYER CONFIRMS THAT THE CLOSING AND COMPLETION OF EACH AND EVERY
TRANSACTION SHALL BE DEEMED TO TAKE PLACE WHEN PAYMENT IS MADE TO SELLER BY BUYER.
FURTHERMORE, BUYER ACKNOWLEDGES THAT THE FOLLOWING BUYER FEES ARE IRREVOCABLE FEES FOR
THE TERM OF rms NCND/ FEE AGREEMENT FOR THE USE OF THE INTRODUCED SELLER FACILITATOR & BANK
SOURCING ENTITIES.
ALL FEES TO BE PAID AT CLOSE OF ESCROW
**1.0 % BUYER REPRESENTATIVE
**1.0 % FACILITATOR
**1.0 % SELLERREPRESENTATIVE
**3%

TOTAL PAID BY BUYER OF THE NET PURCHASE

PRICE

BANKING INSTITUTION INFORMATION

TO BE DISCLOSED BY BANK SELLER ATTORNEY AFTER POF VERIFIED
BUYER LOI & POF INFORMATION TO BE SENT TO SELLER OF RECORD.
TO BE SUBMITTED & POF VERIFIED BY SELLER ATTORNEY
BUYER REPRESENTATIVE'S

NAME (Entity) 1 Percent (1.0%)

BUYER

Address

Address

City, State Zip

City, State Zip

Print Name

Authorized Signature

Date

Date
SELLER REPRESENTATIVE'S

Authorized Signature

Print Name

NAME (Entity) 1 Percent (1.0%)

FACILITATOR

(Entity) 1 Percent (1.0%)

National Association of REO Brokers, Inc.

Address

Address

305 Spyglass Drive

City, State Zip

City, State Zip

Rio Vista, California 94571

Print Name

Authorized Signature

Print Name

Walter Barnes
Date

Date

1112/2011

Page 3 of4

Authorized Signature

tIJ~/3~

BUYER'S ENDORSEMENT

This Irrevocable Non-Circumvention, Non-Disclosure and Fee Agreement (NCND & FA) has been lodged with us and
is hereby executed and will be lodged with escrow and will be performed fully as per instructions above.
Agreed,

BUYER NAME
Print Buyer's Name

BUYER'S SIGNATURE

Date:

NOTARY PUBLIC

STATE OF
COUNTY OF

)
)

-------------------------------)
On,

-----',before me,

"Notary Public personally appeared

____________________
and
, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in hislher/their capacities, and that by
hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.

WITNESS my hand and official seal.

Signature X

Page 4 of4

Date:

(ON COMPANY LETTER HEAD)

Letter Of Intent to Purchase
Date:
RE:

Purchase of
Location:

Buyer Name:
This is a Letter of Intent to order and purchase a custom order package in the amount stated
below meeting the criteria listed below. This Letter of Intent is not an offer, option, or contract
and shall be considered nonbinding on all parties. The purpose of this Letter of Intent is to
convey the basic deal points under which we would consider moving forward to a binding
Purchase Agreement. Only a mutually agreed upon Purchase Agreement shall constitute as
binding.
Seller agrees to keep Buyers offer and financial wherewithal confidential, and not publicly
disclose the contents of the Due Diligence Materials, the existence and/or terms of this Letter of
Intent, the Purchase Agreement and the transaction contemplated hereby pursuant to the terms
of a separate Non-Circumvention, Non-Disclosure and Fee Agreement.
This LOI will expire 10 days from date above unless the Seller provides to the Buyer the Letter
of Asset and Letter of Authorization pertaining to this transaction by the above date.
Purchase Amount:
Price Point: Best price available, not to exceed 60 percent
Escrow Agent: Buyer will use Seller's escrow agent.
Title to held in: _______________________________________
ENTER THE NAME THE TITLE IS TO BE TAKEN IN

To close on or before:

Company Name:
Address:
City, State, Zip:
Business Phone:
Cell Phone:
Fax Number:
Authorized Buyer:
Title:
Authorized Signature: _______________________________

[~D:t~
ORDER

FOrRM

FACILITATOR CONTACT INFORMATION

Company Name National Association of REO Brokers, Inc.

Contact Name
Walter Barnes
Phone
707-374-3635
ThisProfileFormis goodfor ill days,withthe exceptionofdelayed
closing.

Buyer's Information
Company Name

Financial Information
Title
Purchase Amount of REO

Address

Frequency

City, State, Zip

Cell Phone

Source of Funds

Signature

..

Cash

Buyer's Representative

r Line of Credit r Loan

- .-

r no

ryes

I:

Authorized Buyer

r Quarterly

r Monthly

POF

Fax Number

11

r Weekly

Business Phone

Hard Money

"

Information

Account Executive Information

Name

Name

Address

Address

Cell Phone

Cell Phone

Email

Email

Quality of property you are interested

r No Rehab

r Moderate Rehab
r Maior Rehab

r Little Rehab

States you are interested

Property Information

Mixed

r Residential

r Unknown

in

r AL r AK r

rOC

rOE

rFL

rME

IMI

r GA r HI
MN r MS r MO

rOH

r OK

OR

in

PA rRI

r IL

IIN

I MT rNC

rNO

r= NE r

rTN

r TX

rID

rIA

SC

ISO

Property Type For Residential

AR

r KS
NH

rUT

r AZ

rCA

r CO r

rKY

r LA

rMArMO

2-4 Units

r Manufactured

r $50K-$100K

Condo

r Mobile

r $100K-$200K
r $200K-$500K

Home

Property Type for Commercial

r Shopping

Office

r Senior

Multi Unit

Center

Housing

Health Care

r $500K-$750K
r $750K-$lMM
r $lMM-$2MM

0- $50,000

Retail

LTV plus fees

r NJ r: NM r NV r NY
r VT rWArWI
rwv

r SFR

CT

r Both

Individual Asset Value Ranges - Residential

r
Townhome

r Commercial

r $5MM+

r $2MM-$SMM

Individual Asset Value Ranges - Commercial

r

Industrial

r Land
r

Hotel/Motel

0- $50,000

r: $500K-$750K

r $50K-$100K
r $100K-$200K

r $750K-$lMM

r $200K-$500K

r $2MM-$5MM

Orders are on "first come - first serve" basis, Every effort Willbe made to fill the order but there

r $5MM+

r $lMM-$2MM
IS

no guarantee of order fulfillment.

(ON BANK LETTER HEAD)

BANK LETTER

Buyer Name and Company

has been a client in good standing since _________________ and has the capacity to
enter into a purchase as per the contractual agreement. Buyer Funds are seasoned and
unencumbered.

(BUYER DOES NOT NEED TO ENTER A DOLLAR AMOUNT OR AN ACCOUNT #)

Sincerely,
____________________________________
BANK REP SIGNATURE

____________________________________
CONTACT INFORMATION AND EXT #