ISO 14001

ISO 27001
ISO 9001

BROJ

REFFERAL AGREEMENT

This agreement is concluded on .....2023 between:

1. „CMM“ Ltd Budva, Registration number: 50511453, legal adress: Jadranski put bb, Budva, Crna Gora,
represented by executive director Nataša Grdinić, hereinafter referred to as: “Client”
and

2. “_________________________________________” hereinafter referred to as: “Broker”

The terms used in this Brokerage Agreement below, provided that no express statements are made otherwise, and the context
does not require a different interpretation, have the following meaning:

Agreement - denotes this Agreement, the originals of which are signed by Parties; the term also covers all changes,
modifications and amendments thereto, which are made and signed by the Parties.

Confidential Information - refers to any communication between the Broker and the Client as well as all information or
materials in connection with the customers, business, finances, assets or affairs of the Client, the Client’s affiliated
companies or shareholders at any given time and other persons with whom one of them maintains close relations; all
information in connection with this Agreement and/or which is disclosed as part of this Agreement and which is confidential
or Client-owned including know-how, business secrets, log data, technical processes, formulas, source codes, product
samples, turnover, costs and unpublished financial information.

Non-Exclusive - means that the Client may entrust other brokers with the representation of this Project and/or that the Client
may sell Units directly, i.e. without using the Services of a Broker.

Sales and Purchase Agreement - refers to a sales and purchase agreement (“Sales and Purchase Agreement”), certified by
a notary public, between the Client and any Registered Prospective buyer found by the Broker relating to certain Units of the
Project. For the avoidance of doubt, the term Sales and Purchase Agreement does not include a reservation form or
preliminary purchase agreement or similar deed, which is meant to bind the seller and the purchaser in view to the execution
of the future Sales and Purchase Agreement.

Purchase Price - for the purposes of this Agreement the purchase price (“Purchase Price“) means the price, for which a Unit
is sold to a buyer as confirmed in the Sale and Purchase Agreement less any taxes included in within the Purchase Price
stipulated in the Sales and Purchase Agreement. Where the Sales and Purchase Agreement stipulates the amounts of
applicable taxes, the net amount of the selling price shall be the Purchase Price. Where the Sale and Purchase Agreement
does not give a net price for the Unit, the Purchase Price shall be deemed the total selling price minus 21% (twenty one
percent) thereof. For the avoidance of doubt, the Purchase Price only includes the price paid by the buyer for the Unit in its
standard specification and does not include the value of any upgraded finishing selections made by the buyer at or after the
signing of the Sale and Purchase Agreement, or the value of any furnishing package or other non-standard finishing or
optional specification that may be agreed between the buyer and the Client.

Sales Commission - means a percentage of the Purchase Price, which is determined in the Sales and Purchase Agreement.

Services - in particular the referrals of Registered Potential buyers which lead to the execution of a notarized Sales and
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Purchase Agreement relating to a Unit or Units.

Contract Period - means the period of this Agreement pursuant to Article 1.2.

Unit - means a real estate unit which has been authorised in writing by the Client to be marketed by the Broker.

Project – refers to Project described in Appendix 1 of this Agreement

The titles used solely serve the purpose of making the text easier to read and have no effect whatsoever on the interpretation
of this Agreement.

1. Content and Contract Period

1.1 Appointment

Subject to the terms of this Agreement, the Client hereby appoints the Broker as a non- exclusive Broker for the provision of
Services in connection with the Units, and the Broker hereby accepts this appointment.

Throughout the duration of this agreement, the Broker agrees not to market or sell properties in Montenegro privately or via
any company in Montenegro other than the Clients.

The Broker undertakes to cooperate exclusively with the Client, which means that the Brokewill only provide the client
interested in purchasing real estate in Montenegro to the Client and will not share the same customer with other agents,
real estate agencies or other competing companies to Client. If the Broker initiates their own investment in Montenegro or
enters into collaboration with another investor or developer, they will inform CMM about this collaboration, and the terms
of cooperation for the specific project under discussion will be renegotiated.

1.2 Contract Period / Termination

This Agreement comes into effect when the Parties sign it and it is concluded for one (1) year from the date of the signing of
this Agreement (the “Contract Period”). This Agreement shall be automatically extended for the period of additional year
and this way Agreement can be extended for indefinite amount of times, if none of the Parties announces termination of this
Agreement at least 30 days in advance and in written. The Parties agree that all articles that refer to Commission, Invoicing
and Payment, Intellectual Property Rights, Force Majeure, Applicable Law and Confidentiality shall remain effective after
the expiry of the Contract Period or Termination of this Agreement.

Contracting Parties agree and acknowledge that during the Contract Period each Party may unilaterally terminate this
Agreement (“Termination”), at any time by delivering a written notice of termination to the other Party at least 7 (seven)
days in advance without obligation to specifiy the reasons for the Termination. Accordingly, such Termination shall be
without prejudice to any rights that may have accrued for either Party before Termination. Notwithstanding the above, the
entitlement to Sales Commission shall outlast the Termination by 12 months, provided that such Sales Commission resulted
from a sale to a Registered Prospective buyer/s during the active Contract Period.

2. Scope of Services

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2.1 Services

Services means the following services to be rendered by the Broker to the Client during the Contract Period:

a. Regular reporting to the Client on active Registered Prospective buyer contacts; and 
b. Referral(s) of Leads, which lead to the execution of Sales and Purchase Agreement(s) duly notarized by a notary
public; and 
c. Optional completion of the Full Sales Cycle

2.2 Permission Right of the Client

The Broker must obtain prior written permission from the Client for all materials, advertising materials, publications and
media releases, as well as PR events before their execution. For the avoidance of doubt, the Client is not liable to the Broker
for any costs as a result of the Broker undertaking or participating in any of the actions or activities referred to in this
Article.

2.3 Authorisation from the Client

For providing the Services, the Client hereby authorises the Broker to engage in correspondence and communication with
third parties and to negotiate notifications and confirmations or similar documents. All negotiation results require final
authorization by the Client.

2.4 Sales Support

The Client shall adequately support the sales efforts of the Broker through existing personnel, in the existing sales offices of
the Client.

3. Commission

3.1 Sales Commission

For fulfilling all duties listed in this Agreement in selling a Unit during the Contract Period, the Broker shall be entitled to a
sales commission (“Sales Commission“), provided that

(i) the sale was initiated by the Broker

(ii) the Broker has previously registered Prospective buyer as defined in Appendix 2 of this Agreement and
(iii) the Unit is sold within 365 calendar days from the date of registration of the Registered Prospective buyer,
pursuant to provision of this Agreement. For the purpose of this Article, a Unit shall be deemed sold only once
the Registered Prospective buyer and the Client have signed a notarized Sales and Purchase Agreement and the
Registered Prospective buyer has paid the installment of 30% of the Purchase Price of the Sales and Purchase
Agreement representing the first payment upon execution and notarization of the Sales and Purchase
Agreement, for the Units of the Project. These provisions do not apply to other Units. Dynamics and method of
payment of the commission fee for selling other Units will depend on the agreement concluded with the seller of
the Unit. The deadline of 365 days may be extended for an additional 365 days by written consent of the Client
provided that the Broker before the expiry of 365 days has delivered to the Client a written request for an
extension of this deadline with the relevant facts that satisfy the Client in its sole discretion that the Registered
Prospective buyer will realize the purchase of Units in such additional period of time, as confirmed in the
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written request of the Broker. In case the Unit is not sold within 365 calendar days from the date of registration
of the Registered Prospective buyer under this Agreement or within additional period of time in accordance with
written consent of the Parties, as defined above, the Parties hereby agree and confirm that by the expiration of
such period, the Registered Prospective buyer is deemed to have become the customer of the Client, and Broker
shall not be entitled to Sales Commissions from any acquisition by the Registered Prospective buyer after this
period.
(iv)
For the avoidance of any doubt:

(i) All payments made by a Registered Prospective buyer, including but not limited to, the reservation payment (if
applicable), any down payment and all installment payments of the Purchase Price for a Unit shall not be paid to
Broker, but Broker only has right to a commission paid by the Client;

(ii) Any payments made by the Registered Prospective buyer upon the execution of a reservation agreement or
similar deed does not suffice for the entitlement to the Sales Commission.

(iii) Broker shall not hold or be in receipt of any funds from the Registered Prospective buyer in respect of a sale
transaction for any reason whatsoever.

(iv) The Broker shall instruct a Registered Prospective buyer to make all required payments to “CMM” Ltd. Budva

3.2 Sales commission amount

The Sales Commission shall amount to: five percent (5.00%) of the amount of the Purchase Price, if the Broker finalizes the
Full Sales Cycle of Project Units. In case of sale of other Units, the Commission will amount to two to three percent (2-3%)
of the Purchase Price, whereby the specific amount of the commission and the dynamics of its payment will depend on the
conditions agreed with the seller of the Unit/s. Paid commissions are exclusive of VAT, which shall be paid where
applicable at the prevalling rate and payments will be made net of any applicable withholding tax.

The Sales Commission is included in the Purchase Price of each Unit, as can be seen from the price matrix used by the
Client. The Broker agrees not to charge the Buyer of a Unit any additional amount over and above the Purchase Price.

3.3 Right to commision

The right to commission is based on the pre-registration of a Registered Potential Buyer, as described in Appendix 2. This
means that only a Broker who has registered the Potential Buyer in accordance with this Agreement has that right and can
claim a Commission on the sale.

The Broker shall be entitled to the full amount of the sales commission only if the Broker completes the complete cycle from
the registration of the Registered Potential Buyer up to the signing of the Purchase Agreement (hereinafter referred to
collectively as the "Complete Sales Cycle")

CMM Montenegro CMM Global CMM Euroasia

+382 68 108 896 +382 68 031 580 +7 499 685 1496
office@cmm-montenegro.com global@cmmestate.com office@cmmestate.com
www.cmm-montenegro.com www.cmm-montenegro.com www.cmm-montenegro.ru
www.cmm-montenegro.co.uk
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4 Invoicing and Payment

The Broker shall invoice the Client for the Sales Commission. The invoiced amounts are payable within seven (7) days of
the invoice date appearing on these invoices.

5. Confidentiality

5.1 Disclosure

The Parties shall strive at all times to treat as confidential any sensitive information which may become known to them in
the course of their business relations (they furthermore strive to ensure that their respective employees, authorised
representatives, subsidiaries and affiliated companies also treat such information as confidential). Nor shall they pass on
such confidential information except:

a) to their professional advisors; or

b) with the written consent of the other Party; or

c) if doing so is a legal requirement, or is demanded by a court injunction or the directive of a regulatory authority; in this
case, the disclosing Party must, if possible, provide the other Party with a copy of the confidential information which it is
forced to disclose before passing on the information; or

d) if such information has already been made public in a way other than a breach of the non-disclosure duties in accordance
with this Agreement; or

e) if this information was independently disclosed to the Party by a third party who was entitled to pass on this information.

The provisions of Article 5 shall survive the expiry or Termination of this Agreement.

5.2 Public Notification

Neither Party shall publish a press release or other public notification regarding this Agreement, its existence or contents
without the prior written consent of the other party.

5.3 Revealing Information

Neither Party shall reveal the provisions of this Agreement to anyone other than, if necessary, their professional advisors or
their employees.

6. Intellectual Property Rights

6.1 Non-exclusive Licence

The Client hereby grants the Broker a non- exclusive license valid throughout the entire Contract Period for using the
Brands in connection with the provision of Services for the purposes and execution of the rights as well as carrying out the
duties of the Client in accordance with this Agreement; the following shall apply:

(i) the Broker shall use the Brands in a way approved by the Client and with a declaration in a form approved by the Client
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to the effect that it is in fact a the Client brand;

(ii) the Brands must not be changed or falsified; and

(iii) the Brands must not be used in any way that may compromise their distinctiveness or validity or the goodwill of the
Client in relation to these trademarks.

6.2 Property of the Client

The Broker acknowledges and agrees that, unless otherwise expressly stated in this Agreement - the Broker has no rights
with respect to the brands or reputation attached to these brands. The Broker also confirms that all rights and reputation
pertaining to the brands are and remain on the side of the Client and its subsidiaries or affiliates, as well as that the brands
are the property of the respective company and that it will remain at all times.

6.3 Exclusive relationship with the Client

During the term of this contract, the Broker has no right to advertise or sell real estate in Montenegro, either independently
or through third parties.

7. Force Majeure

Parties shall not be responsible for their failure to meet provisions hereof only in the case of force majeure (hereinafter:
‘’Force Majeure’’).

A Party shall not be liable for the failure to perform an obligation under this Agreement, if such failure is a result of a
circumstance that is beyond the control of the Party (the “Force Majeure Event”), such as fire, flood, earthquake, storm,
hurricane or other natural disasters, war, invasion, act of foreign enemies, hostilities, civil war, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage,
embargo, general and professional strike, lockout, acts and decisions of local and governmental administrations, courts,
public services or other institutions.

8. Other Provisions

8.1 Comprehensive Nature of the Agreement

This Agreement constitutes all agreements between the two Parties on the object of the Agreement and shall replace all
previous offers, proposals, Agreements and verbal notifications made in this connection.

8.2 Changing the Agreement

This Agreement may be corrected, modified, changed or added to only on the basis of a mutual written agreement between
the Parties. Any correction, modification or change to this Agreement can only become binding if it is made in writing and
signed by both parties.

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www.cmm-montenegro.co.uk
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8.3 No Waiver

If one of the Parties fails to enforce contractual rights or to insist on strict compliance with individual contractual provisions,
agreements or terms, this shall not be deemed as waiver of these rights, periods, agreements and terms, unless such an
explicit waiver were to exist in writing and were presented with the signature of the party making the waiver. A waiver of
measures in the case of a breach of Agreement shall not constitute a waiver of measures in the case of a breach of these
measures or another contractual provision.

8.4 Binding Nature of the Agreement

This Agreement shall be binding on the Parties and their successors and assignees and shall benefit them. In case of
discrepancies between the two language versions, the English version shall prevail. The Parties agree and hereby confirm the
Agreement is also binding for both Parties in case when the Agreement is signed and exchange to the other Party by fax or
by electronic transmission of scanned documents.

8.5 Independent Contracting Parties / Use of Names

The Parties fulfil this Agreement in their capacity as independent Parties. Neither Party, its employees, advisors or
representatives shall be deemed employees, partners or authorized representatives of the other party. Neither party may give
assurances or enter into obligations on behalf of the other party, nor shall either of the two parties be allowed to use the
name or trademarks of the other party in a publication without having obtained the prior written consent of the party thus
mentioned.

8.6 Cession

The Broker shall not be permitted to cede to another party this Agreement or parts of his rights or obligations arising from
this Agreement without the prior written consent of the Client. This means that any non-authorised cession is therefore null
and void.

8.7 Severability Clause

If one or more provisions of this Agreement are found to be, for any reason whatsoever, invalid, illegal or unenforceable,
such an invalidity, illegality or unenforceability shall not affect the remaining provisions of this Agreement. Instead, the
Agreement shall be interpreted as if it had never contained the invalid, illegal or unenforceable provision. That provision
shall be deemed as replaced by another provision which to the greatest extent possible reflects the intention of the parties,
provided that this is permissible in terms of the applicable law.

8.8 Executed Copies

Two (2) copies of this Agreement and its appendices shall be executed, signed and given to the parties.

8.9 Applicable Law

This Agreement, including all matters in connection with its drawing up, validity and fulfillment, is subject exclusively to
Montenegrin substantive law.

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8.10 Settlement of Disputes

Any dispute that may arise out of or in connection with this Agreement will be settled through good faith negotiations
between the parties. If the parties are unable to reach an agreement, the dispute will be settled by the Basic Court in
Montenegro, in Kotor.

Client Broker

Appendix 1

Project

• Project name: "Sunny Side 2 and 3"

• Project Location: Becici, Budva, Montenegro

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• Development company: “Sunny Resort” Ltd. Budva

 Royal view
 Pine Village

Appendix 2

Potential Buyer Registration

A person will be considered a potential buyer if, after personal contact and presentation of the project by the Broker's side,

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he/she expresses an interest in the purchase (“Potential buyer”).

The Broker will forward to the Client an Application for registration of a Potential Buyer for his / her registration.

The application for registration of the Potential Buyer must contain all the required information about the Potential Buyer,
which is indicated as mandatory. Otherwise, the Client, at its sole discretion, may

(i) require the Broker to complete missing data or

(ii) reject the application for registration and notify the Broker of such action.

The Client will take care of coordinating the names forwarded in this way and afterwards compare all Potential Customers
acquired by the Broker with the existing complete contact information of the Registered Potential Customers.

The decision on whether or not to grant a Potential Client registration will be made within three (3) business days, based on

(i) comparisons with existing completed contact details of Registered Potential Customers; and

(ii) direct communication of the Client and the Potential Client, which will verify the previous relationship in the mediation
between the Broker and the Potential Buyer.

If, based on the above information, it is decided that the registration is accepted, the Client will confirm to the Broker that
the Potential Buyer is registered as a Registered Potential Buyer (“Registered Potential Buyer”). If the above conditions for
the registration of the Potential Client are not fully fulfilled, the Client will provide the Broker with information that the
application for registration of the Potential Buyer has been rejected.

CMM Montenegro CMM Global CMM Euroasia

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www.cmm-montenegro.com www.cmm-montenegro.com www.cmm-montenegro.ru
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