1. PARTIES: The parties to this Agreement are Dr. (Client) and Sean Regan (Broker/President) DBA Syncore Medical Realty.

2. APPOINTMENT: In consideration for the services to be performed by Broker, or any licensed Sales Agent/Associate of Broker, Client grants to Broker the Exclusive Right to act as Client’s real estate Broker under the terms and conditions of this Agreement. For purposes of this Agreement, "Broker's services" shall be defined as:

   1. Efforts made by Broker, on behalf of Client, to locate and/or acquire commercial property within the market area.

   2. Efforts made by Broker, on behalf of Client, to negotiate new terms of an existing Lease Agreement (specific to Lease Renewals/Extensions).

   The parties agree that for purposes of this Agreement, “acquire” shall be defined as “to purchase or to lease” and “property” shall be defined as “any interest in real estate, whether freehold, leasehold, an option, or otherwise, within the market area, as hereinafter defined".

3. MARKET AREA: The market area shall be determined by Client, and will be predicated upon the information provided by Client in New Practice Questionnaire, contained herein. From time to time, and at Clients sole discretion, the market area can be expanded, however any such requests shall constitute an Amendment to this Agreement and shall therefore be entitled to all the provisions set forth herein.

4. TERM: This Agreement shall commence upon execution by Client (“Commencement Date”), and shall continue until the later to occur: (1) the consummation of the transaction contemplated by this Agreement, (2) six months from the Commencement Date or (3) upon termination by either party, with reasonable cause. If, when this Agreement is intended to expire, there exists a contract, lease, or other instrument pending or under negotiation, this Agreement shall be extended until such transaction closes.

5. BROKER RESPONSIBILITIES: Brokers responsibilities and obligations shall include, but not be limited to:

   1. Compliance with Broker's Duties, as specified in the Information About Brokerage Services form (attached hereto)

   2. Compliance with the terms and conditions set forth in this Agreement

   3. Utilize best efforts to identify acceptable properties within the prescribed Market Area

   4. Utilize best efforts to negotiate acceptable terms and conditions under which Client would acquire property

   5. Present, in a timely manner, all written offers or counteroffers to and from Client

6. CLIENT OBLIGATIONS: Clients responsibilities and obligations shall include:

   1. Work exclusively with Broker during the term of this Agreement

   2. Inform other Brokers, Salespeople, Sellers and/or Landlords with whom Client may have contact with, that Broker exclusively represents Client and subsequently refer all such persons to Broker

   3. Comply with reasonable requests of the Broker to supply any pertinent personal or financial data needed to fulfill the terms of the Agreement

7. REPRESENTATIONS: Each person signing this Agreement represents that they have the legal capacity and authority to bind the respective party to this Agreement. Client represents that they are not currently a party to another Representation Agreement with another Broker or otherwise obligated to any terms or conditions that would prohibit the fulfillment of this Agreement and/or the services provided by Broker to Client. If any such restrictions do currently exist, Client warrants, agrees and stipulates to the following disclosures (if not applicable, mark as N/A):

8. COMPETING CLIENTS: Client acknowledges that Broker may represent other Clients seeking to acquire properties within the Market Area during the term of this Agreement. Client agrees that Broker may represent said prospects and that such representation may include, but not be limited to, the showing of and/or the negotiation for, the same or similar properties that Broker shows to Client. Broker warrants that at no time during the term of this Agreement, shall Broker represent nor actively negotiate on the behalf of, two (2) or more competing clients for the same property. In the event that Client requests Broker to enter into negotiations for a property that Broker is actively negotiating for on behalf of another Client, Broker shall provide Client the option and ability to work with another Broker, exclusively for the purpose of acquiring said property.

9. CONFIDENTIAL INFORMATION: During the term of the Agreement or after its termination, Broker may not knowingly disclose information obtained in confidence from Client except as authorized by Client or required by law. Broker may not disclose to Client any confidential information regarding any other Client(s) that Broker currently represents or may have represented, except as required by law.

10. COMPENSATION: The Parties agree and understand that Broker intends to receive a commission for services rendered to Client as follows:

    1. Client enters into a Lease Agreement: Commission shall be calculated at four percent (4%) of the Aggregate Minimum Annual Rent scheduled to be paid during the Primary Lease Term.

    2. Client enters into a Purchase Agreement: Commission shall be calculated at three percent (3%) of the Gross Sales Price of the Property.

11. SOURCE OF COMISSION: Client acknowledges that Broker’s compensation, as outlined above, shall be paid solely from the Seller, Landlord, or their Agents. Broker acknowledges that in the event that the Seller, Landlord, or their Agents refuse or fail to pay Broker for services rendered to Client, that Client is not now, nor shall Client be at such time, under any obligation to compensate Broker for services provided on Client’s behalf. For purposes of this Agreement, commission will be deemed “earned and payable” upon completion of the following:

    1. Earned - When Client enters into a Contract to Lease or Purchase property during the terms of this Agreement

    2. Payable - Upon the Execution or Closing of such Contract to acquire property whether through purchase or lease.

12. ADDITIONAL COMPENSATION: If a Seller, Landlord, or their Agents offer compensation in excess of the amount stated in this Agreement (including but not limited to marketing incentives or bonuses to cooperating brokers) Broker may retain the additional compensation in addition to the specified commission. Additionally, Client acknowledges, understands, and agrees that if Broker refers Client, or any party to a transaction contemplated by this agreement, to a service provider, Broker may receive compensation from the service provider for the referral.

13. PROTECTION PERIOD: If, within one hundred and twenty (120) days after the termination of this Agreement (the “Protection Period), Client, or a Related Party, enters into a contract to purchase or lease a legal or equitable interest in a Property located within the Market Area, and said Property was discovered and/or called to the attention of Client, or a Related Party, during the term of this Agreement, Client shall declare and represent to Owner, Seller, Landlord or other party to the transaction, that Broker was the procuring cause and therefore entitled to any commissions Broker would have otherwise received if this Agreement were still in effect. "Related Party" shall mean any assignee of Client, any family member or relation of Client, any employee, contractor, officer, director, or partner of Client, and any entity owned or controlled, in whole or part, by Client. This provision shall survive termination of this Agreement.

14. ESCROW AUTHORIZATION: Client authorizes, and Broker may so instruct, any escrow or closing agent authorized to close a transaction for the acquisition of property contemplated by this Agreement, to collect and disburse to Broker all amounts payable to Broker.

15. DEFAULT: If either party fails to comply with this Agreement or makes a false representation in this Agreement, the non-complying party is in default. If Client is in default, Client will be liable for the amount of compensation that Broker would have received under this Agreement, if Client was not in default. Complying party may elect, upon notice of default, to terminate this Agreement and exercise any remedy at law.

16. LIMITATION OF LIABILITY: Neither Broker or its’ Associates are responsible or liable for Client’s personal injuries or for any loss or damage to Client’s property that is not caused by Broker. Client will hold Broker, and its’ Associates, harmless from any such injuries or losses. Client will indemnify Broker against any claims for injury or damage that Client may cause to others or their property.

17. DISCLOSURES & NOTICES:

    1. Broker is prohibited by law and the Texas Real Estate Commission (TREC) to provide legal advice to Clients. Client should always consult their attorney before executing any Contract or Agreement contemplated by Client.

    2. Broker is not a property inspector, surveyor, engineer, environmental assessor, or compliance inspector. Client should seek experts to render such services in any acquisition.

    3. If Client purchases property, Client should have an abstract covering the property examined by an attorney of Client’s selection, or Client should be furnished with or obtain a title policy.

    4. Broker’s services are provided without regard to race, color, religion, national origin, sex, disability or familial status.

If these terms are acceptable, please have the appropriate representative sign in the space designated below.

AGREED TO AND ACCEPTED BY:

**Texas Real Estate Commission requires that all license holders present the Information About Brokerage Services document provided on the following page. Each client is required to initial at the bottom of the page to acknowledge they have been presented the IABS. Should you have any questions regarding this document, please consult your Broker or an attorney before entering into a Representation Agreement.