BETWEEN:

On the one hand, URBAN REALTY GROUP, S.R.L., a commercial company incorporated and organized under the laws of the Dominican Republic, with National Taxpayer Registry No. 131-460801, with registered office at Rafael Augusto Sánchez Street No. 46, Ana Judith Building, Local 203A, Naco, Santo Domingo, Dominican Republic, duly represented by Luz Sarmiento, a Dominican national, holder of identity and electoral card No. 001-1528834-2, residing in the city of Santo Domingo, Dominican Republic, a company which for the purposes of this contract shall be referred to as the "Master Broker";

On the other hand, [], a commercial company organized and existing under the laws of the Dominican Republic, with National Taxpayer Registry No. [], with registered office at [], Dominican Republic, duly represented by Mr./Ms. [], of [____] nationality, holder of identity and electoral card or passport No. [_________________], the represented company which hereinafter shall be referred to as the "Urban's Friend".

When in the remainder of this Agreement the Master Broker and the Urban's Friend are referred to jointly, they shall be referred to as "The Parties"

PREAMBLE

WHEREAS: The Master Broker is a commercial company dedicated to advising on the purchase and sale of real estate, leasing of real property, both commercial, residential and investment properties, therefore, among its projects are, among others, the purchase and sale of properties under construction, resale of properties and rental of properties, on behalf of third parties;

WHEREAS: The Master Broker has entered into agreements with real estate project development companies, for the purpose of promoting and managing the sale of real estate projects and properties of the developers;

WHEREAS: The Master Broker and the Urban's Friend have decided to enter into this Agreement, with the objective that the Urban's Friend, on behalf of the Master Broker, promote and manage the sale of the developers' projects, in accordance with the provisions of this Agreement;

THEREFORE, and with the understanding that the foregoing preamble is considered an integral part of this contract, The Parties:

HAVE AGREED AND CONVENED THE FOLLOWING:

ARTICLE 1: PURPOSE OF THE CONTRACT. - Through this Agreement, Urban's Friend undertakes to promote, for sale purposes, on behalf of the Master

Broker, the projects described in Annex I of this Contract, which forms an integral

part thereof.

Annex I contains both the projects and the commissions to be paid for each project, which

shall be subject to the terms previously agreed between the developer of the

Projects and the Master Broker. Said Annex I shall be updated as the

projects require. Modifications to Annex I shall be communicated to the Urban's Friend registered on

the Master Broker's platform, via email and/or digital platforms.

ARTICLE 2: COMMISSION.

- For sales of project units, through the intermediation of the Urban's Friend, the Master Broker shall pay the Urban's Friend the percentage established in Annex I, which has been previously agreed between The Parties.

1. The percentage of commissions established in Annex I varies depending on the category of the Urban's Friend, i.e., whether registered as a natural person, commercial company, or foreign natural person. The category shall be taken into consideration based on the documentation provided by the Urban's Friend for invoicing.

2. Invoices issued for commission payment purposes must be issued with a valid tax credit fiscal receipt number (NCF), and comply with all instructions of the Master Broker. The business line of the company issuing the invoice must belong to the commercial activity of construction, real estate and/or building.

3. The invoice must be issued in the name of URBAN REALTY GROUP, S.R.L., in accordance with the instructions provided by the Master Broker.

ARTICLE 3. OBLIGATIONS OF THE URBAN'S FRIEND.

- The following are obligations of the Urban's Friend:

1. Assist the client in all marketing and sales procedures.
2. Promote project units and reserve them for business closing purposes under the conditions previously agreed with the Master Broker.
3. Confirm and verify that all data and documents of the buyers of the units to be presented to the developers comply with legal regulations, that required documentation, effective payment confirmations and confirmations are in writing between both parties, i.e. between the buyer and the developers.
4. Provide personalized assistance before, during and after the closing of the real estate sale process for all details related to product and service requests confirmed in writing between both parties. That is, between the buyer and the developers.
5. Register in the form supplied by the Master Broker's sales department, the client interested in the projects with the following data: client's first and last name, phone number, email and project of interest. This condition is mandatory, otherwise the registration will not be taken into account. Client registrations shall be valid for thirty (30) days and shall only be valid for the project mentioned in the form; once this period has expired without the closing having been completed, the agency must update the registration, otherwise if the client is reported by another agency after the thirty (30) days have expired, the client's registration shall be considered valid.
6. Block the unit or units of interest of their client and wait for confirmation thereof, before proceeding with the reservation payment.
7. Promote separation and initial payments, which must be made through the accounts designated for such purpose by the Project developers, which shall be supplied by the Master Broker.
8. Accompany clients at each appointment related to the project; in case of absence from one of the visits or appointments, 0.50% of the commission set for the project in question shall be deducted.
9. In the event that the Urban's Friend decides to purchase any unit of the projects described in Annex I, they must abide by the rules established in the contract just like any other client. The agreement between the Urban's Friend and the Master Broker, related to commission payments shall be made through invoices and must not be used to pay for units under their responsibility; said invoices shall be paid to the Urban's Friend, who must subsequently decide whether or not to pay for the unit they wish to acquire.
10. Under no circumstances shall the Urban's Friend receive client funds from reservations or installments in their personal or institutional accounts.
11. The Urban's Friend must perform due diligence on the clients to whom they promote project units, and complete the due diligence/Know Your Client form. The Urban's Friend shall provide a copy of said form, together with a copy of each client's identity documents, to the Master Broker, who shall consider these clients as registered and processed clients of the Urban's Friend.

ARTICLE 4: OBLIGATIONS OF THE MASTER BROKER.

- The following are obligations of the Master Broker:

1. Respect potential buyers who are duly registered and validated for a period of thirty (30) days.
2. Provide a support team for projects that require it. This support shall be through presentations via digital resources and/or in-person at the project. Requests for such presentations must be made in advance by appointment through one of the members of said team.
3. Provide the Urban's Friend with the corresponding material for the promotion of the projects to be advertised.
4. Inform of changes in the projects through the communication channels established for each project.
5. The Master Broker is a withholding agent before the Internal Revenue Service (DGII), and therefore shall withhold taxes to be paid directly to the General Directorate of Internal Taxes of the Dominican Republic.
6. Neither the Master Broker nor the developers shall be responsible for internal franchise agreements regarding client acquisition or commission division within their companies.

ARTICLE 5: DURATION AND TERMINATION OF THE AGREEMENT.

- The duration of this Agreement is subject to the validity of the Agreement between the Master Broker and the developers, and therefore may be terminated at any time.

5.1. The Master Broker may unilaterally terminate this Agreement, in case of:

1. Non-compliance by the Urban's Friend with the provisions of this Agreement;
2. Low results in unit sales;
3. Poor handling of project information by the Urban's Friend.
4. Indiscipline shown by the Urban's Friend.
5. At the request of the developers.

5.2. Upon termination of the Agreement, the Master Broker shall notify the Urban's Friend, through the credits and collections department, within five (05) days following termination, the report of outstanding payment accounts, which shall be subject to the invoicing and payment modality established by the Master Broker.

ARTICLE 6: NON-EXCLUSIVITY.

- The parties accept and acknowledge that this Agreement does not create exclusivity with the Urban's Friends regarding the sale of project units. Both parties undertake to maintain strict confidentiality regarding all information and documents shared in the course of commercial relationships established through this contract, especially regarding prices, costs, profit margins and their clients.

ARTICLE 7: ENTIRE AGREEMENT.

- This agreement supersedes any prior agreement signed before the date of execution thereof. The Parties declare that this Contract contains the entire agreement between them. Neither of The Parties shall be bound by any representation made by any of its agents or employees that is contrary to the terms of this Contract. In case of modification of the terms of this contract, the same must be made in writing, by document signed by both parties.

ARTICLE 8: CONFIDENTIALITY.

- The terms of this document are confidential and may not be disclosed by either of The Parties unless they have prior written authorization from the other. In this regard, they undertake not to disclose or allow to be disclosed, to any third party, directly or indirectly, except for those persons authorized by the other party to know such information, during the term of this agreement and for a period of two (02) years from the date on which it is terminated, any privileged and confidential information about any information supplied to each party for the performance of their functions, without this enumeration being limiting but merely illustrative, with the understanding that with the violation of this provision, the affected party reserves the right to take civil and/or criminal liability action against the party that disclosed the information, according to the damage that such disclosure of information may have caused.

ARTICLE 9: RELATIONSHIP BETWEEN THE PARTIES.

- The Parties acknowledge that the relationships resulting from this Contract shall relate to the provision of the independent services that are the subject thereof, and may not be considered as constituting a commercial or business association between them

ARTICLE 10: NO EMPLOYMENT RELATIONSHIP.

- The Parties accept and acknowledge that this Agreement does not establish an employment subordination relationship under the Labor Code of the Dominican Republic, and therefore expressly release each other from any labor action or claim between themselves, and from the employees of each party, arising from the fulfillment and execution of this Agreement.

ARTICLE 11: INDUSTRIAL PROPERTY.

- Both parties acknowledge that the trademarks and other distinctive signs, Industrial Property rights or Trademark rights involved in the execution of this agreement (which includes but is not limited to: logos, patents, trade names, among others) in use by, managed or registered in the name of each party, or their related companies, are the exclusive property of said party or their related companies, as the case may be, and, consequently, the elements described above may be used by the other party solely and exclusively during the term and within the limits of this Contract, with the other party undertaking to cease using such trademarks and any other Industrial Property immediately after this Contract is terminated.

ARTICLE 12: NO ASSIGNMENT.

- It is expressly understood that, from the execution of this Contract, and during its term, neither party may assign this contract in whole or in part. Both parties understand that the obligations resulting from this contract are non-transferable to third parties and that therefore each shall be solely responsible to the other party.

ARTICLE 13: SUPPLEMENTARY LAW AND COMPETENT JURISDICTION.

- In the absence of express provisions on what has been agreed and even when necessary for the interpretation or application of this convention, The Parties agree that the provisions of the common law of the Dominican Republic shall apply and its ordinary courts of justice shall have jurisdiction.

ARTICLE 14: CHOICE OF DOMICILE.

- For all legal purposes and consequences of this contract, The Parties formally and expressly elect domicile at the places indicated in the first part of this document. Any notifications or communications that may be necessary or pertinent in connection with the terms, conditions and obligations contained in this contract shall be directed to said elected domiciles.

DRAWN UP, AGREED and SIGNED, in three (3) originals of the same tenor and effect, one for each of The contracting Parties and one for the acting notary. In the city of Santo Domingo, National District, capital of the Dominican Republic, on the _____ day of the month of _____________ of the year two thousand twenty-five (2025).

FOR THE MASTER BROKER

Luz Sarmiento

ID Card: 001-1528834-2

Representative of Urban Realty Group, S.R.L.

FOR THE URBAN'S FRIEND

______________________________

ID Card: _______________________

Representative Urban's Friends