Property Moose Management and Transaction Fee Agreement Date: Parties (1)

Property Moose Limited whose registered office is at 307 Vanilla Factory, Fleet Street, Liverpool L1 4AR with company registration number 08522544 (“PM”);

(2)

Crowd Fin Limited a company incorporated and registered in England and Wales of 307 Vanilla Factory, Fleet Street, Liverpool L1 4AR (“CF”); and

(3)

PM SPV [ ] Ltd a company incorporated and registered in England and Wales of 307 Vanilla Factory, Fleet Street, Liverpool L1 4AR (the “SPV”).

Recital (a)

The SPV recently acquired the Property (as defined below) and wishes to appoint PM as the manager of the Property and PM has agreed to manage the Property on the terms set out in this Agreement.

(B)

The SPV has agreed to pay CF certain transaction fees in connection with any sale, transfer or disposal of the Property on the terms set out in this Agreement.

Definitions Engagement Period

the [2] year period commencing on the date of this Agreement or such other longer period as agreed in accordance with clause 6

Property

the property acquired by the SPV on or around the date of this Agreement known as [ADDRESS] with registered title number [NUMBER]

Property Value

means £[ ] or such other value as notified by the SPV in writing to PM following a revised valuation

Term

the [2] year period commencing on the date of this Agreement unless this Agreement is otherwise terminated in accordance with clause 5

And it is Agreed Appointment 1.

As of the date of this Agreement, PM shall be appointed as the sole and exclusive manager of the Property during the Engagement Term and subject to clause 2 below, the SPV gives full authority to PM to act as its agent in respect of the Property.

2.

PM shall be required to seek the consent of the SPV for any of the following decisions (the “Key Decisions”): a. the approval of a tenant;

b. (in the absence of repeated breaches of the tenancy agreement or lease (e.g. non-payment of rent)), the removal of a tenant;

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c.

the approval of the amount of rent to be paid by a tenant of the Property and any subsequent changes;

d. the approval of the costs of any work to the Property with a capital value of greater than 10% of the Property Value;

e. the appointment and removal of management agents;

f.

the appointment and removal of any other agents in respect of the SPV (e.g. delegation of rent collection, maintenance and cleaning in relation to the Property);

g. the sale of a property and relevant terms (including price and the buyer);

h. the approval of any works to the Property that are expected to take longer than one month to complete during which period no rent shall be received by the SPV.

3.

The SPV shall respond to any written request for consent in respect of a Key Decision as soon as reasonably practicable and in any even within 5 working days of such request having been made.

4.

The SPV shall provide PM with all information and documents or copies of them which are in PM's reasonable opinion necessary to perform its obligations under this agreement.

Term and Termination 5.

Any party to this Agreement may terminate this Agreement by giving the other parties not less than 6 (six) months’ prior written notice.

6.

The parties may agree in writing to extend the Term and/or the Engagement Period at any time. In the event the Engagement Period is extended the Term shall automatically be extended by the same period and vice versa in respect of any extension of the Term.

7.

If this Agreement is terminated the parties acknowledge and agree that clauses 13, 14, 15 and 16 shall remain in full force and effect, and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

Renovation of Property

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8.

Subject to clause 2 above, PM is appointed as SPV’s agent to act with its authority and permission to commission, manage and instruct any appropriate third party to conduct renovation, maintenance or any other work on the Property at the SPV’s sole cost and expense.

Renting of Property 9.

PM shall prepare the Property for rental and shall advertise the Property with a view to securing tenants at reasonable market rent during the Engagement Period. 


10.

PM shall be responsible for collecting the rent on behalf of the SPV but shall not be liable for any late or missing payments save in respect of gross negligence or fraud by PM.

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Fees 11.

The SPV agrees to pay the Initial Fee (as set out in Schedule 1) within 7 days of the date of this Agreement.

12.

PM shall be entitled to charge the SPV the fees set out in Schedule 1 as and when they occur. All fees shall be payable immediately on demand.

13.

PM shall manage the payment of any utilities, costs, expenses and charges in respect of the Property on behalf of SPV. For the avoidance of doubt, PM shall not be responsible for the payment of any of these charges which shall be for the account of SPV notwithstanding termination of this Agreement.

14.

The SPV agrees to pay CF a transaction fee in the event the Property is sold, transferred or otherwise disposed of by the SPV. The transaction fee will be amount equal to 15% of the difference between the price paid by the SPV on acquisition of the Property and the price received by the SPV for the Property on sale or disposal less any costs and expenses directly associated with such sale or disposal.

15.

The SPV irrevocably agrees that CF (or PM on CF’s behalf) shall be entitled to deduct the transaction fee due under clause 12 from the proceeds of any sale or disposal of the Property.

16.

The SPV irrevocably agrees that the provisions of clauses 13, 14, 15 and this clause 16 shall continue in full force and effect notwithstanding termination of this Agreement and in the event of termination of this Agreement CF shall still be entitled to receive the transaction fee due under clause 14.

Sale of Property 17.

Unless otherwise directed by SPV, PM shall market the Property for sale to achieve the best available market price (at their sole discretion) to be sold within 6 months of the end of the Engagement Period.

Limitation of Liability 18.

PM and CF’s liability to SPV for any loss (including indirect), negligence, damage, costs, expenses or any other thing shall be limited to the value of fees actually received by PM and CF in respect of the Property.

19.

Nothing in this Agreement shall limit the liability of PM or CF for death or personal injury.

Indemnity 20.

The SPV shall indemnify and keep indemnified PM against all losses and liability (including court and legal fees) arising from the provision of the service under this Agreement and all losses and liabilities arising out of or in connection with any claim brought by a third party against CF and/or PM in connection with this Agreement provided such loss or liability does not arise form PM's negligence or wilful misconduct or breach of the terms of this agreement.

This agreement has been executed and delivered as a deed on the date shown above

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SCHEDULE 1 Fees (all costs are subject to VAT) Fee

Amount

Initial Fee

An amount equal to 5% of the total funds credited to the SPV (by way of equity investment or loan)

Monthly Core Management Fee

10% of rent collected or 2% of the investment value p.a for development or none buy to let investments (invoiced monthly)

Third Party Costs

An amount equal to any third party costs incurred and disbursement in the management of the SPV or Property to the SPV

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Executed as a deed by PMF SPV [x] LIMITED, acting by its director …………………. in the presence of:

......................................... [SIGNATURE OF PARTY]

..................................... [SIGNATURE OF WITNESS] [NAME OF WITNESS] [ADDRESS OF WITNESS] [OCCUPATION OF WITNESS]

..................................... .................................... .....................................

Executed as a deed by PROPERTY MOOSE LIMITED, acting by its director …………………. in the presence of:

......................................... [SIGNATURE OF PARTY]

..................................... [SIGNATURE OF WITNESS] [NAME OF WITNESS] [ADDRESS OF WITNESS] [OCCUPATION OF WITNESS]

..................................... .................................... .....................................

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Executed as a deed by CROWD FIN LIMITED, acting by its director …………………. in the presence of:

......................................... [SIGNATURE OF PARTY]

..................................... [SIGNATURE OF WITNESS] [NAME OF WITNESS] [ADDRESS OF WITNESS] [OCCUPATION OF WITNESS]

..................................... .................................... .....................................

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