Welcome to RealCheeky, LLC's exclusive club for real estate professionals. This Membership Agreement ("Agreement") outlines the terms and conditions of your membership. By joining, you are participating in a unique opportunity to scale your real estate business through AI, earn a share of our profits, and enjoy exclusive benefits.

1. Membership Benefits:

1.1 Exclusive Group:

Join a select group of only 1,000 handpicked agents and vendors, offering unparalleled networking and leadership opportunities.

1.2 Complimentary AI Access:

Members enjoy unrestricted access to the full features of our AI application.

1.3 Guaranteed Lower Fee:

Benefit from our competitive pricing structure.

1.4 Limited-Time Offer Subscription:

Agents-

Secure your exclusive spot with a one-time subscription fee of $3,000 if paid upfront otherwise it’s $300.00 per month for 12 months and a yearly renewal fee of $995. Your subscription period commences from the date of your sign-up and extends for a full year, ensuring you get a complete 12-month experience tailored to your start date, rather than being confined to a traditional calendar year.

Vendors-

Secure your exclusive spot with a $3000 subscription fee and a yearly renewal fee of $3000 if paid upfront or $300.00 per month for 12 months. Your subscription period commences from the date of your sign-up and extends for a full year, ensuring you get a complete 12-month experience tailored to your start date, rather than being confined to a traditional calendar year.

2. Revenue and Profit Sharing:

2.1 Revenue sharing on recruiting club members who make purchases in the marketplace. Compensation structure where club members are not only rewarded for their own sales but also for the sales made by affiliates they recruit (their downline). The MLM structure extends to five levels, club members will earn commissions not only for their direct recruits but also for the sales made by club members their recruits have recruited and this continues down to the fifth level. The level payouts are as follows:

Level 1: 5% of the direct agent recruited vendor purchases

Level 2: 5% of the level one agents recruited vendor purchases

Level 3: 5% of the level two agents recruited vendor purchases

Level 4: 5% of the level three agents recruited vendor purchases

Level 5: 5% of the level four agents recruited vendor purchases

2.2 Profit Sharing – Points System:

Accumulate points for referrals, closing transactions, and purchases in the vendor marketplace. Your share of the profits is determined by the points you earn relative to the total points issued.

Earn one point for each transaction you close annually in Sidekick.

Earn one point for each vendor purchase you use in the marketplace.

Earn two points for each vendor who pays to be in the marketplace.

Earn two points for each agent you refer to using any RealCheeky Sidekick or other products we launch.

Earn five points for each agent you refer to the Real Profits Club.

3. Profit Potential Example:

The following is a hypothetical example of an agent who accumulated seventy-five points. This is for illustrative purposes only.

Agent: Agent Smith

Points Earned: 75 (from transactions and referrals in a year)

Total Points Issued to Club Members: 15,000

Individual Award Percentage: 0.005%

Profit Calculation Scenario:

Company Profit: $12 million

Fifteen percent allocated to the club: $1.8M

Individual award for Agent Smith: $9K

Sale of the Company Scenario:

Company Sale Price: $353 million

Fifteen percent allocated to the program: $52 million.

Individual award for Agent Smith: $260K

4. Revenue Share and Profit Payouts:

4.1 Affiliate Link Mechanism:

Members will be provided with a unique affiliate link to recruit other agents to use the Sidekick application and other services offered by RealCheeky. This link is essential for tracking and attributing agent sign-ups and purchases to the referring member.

4.2 Monthly Revenue Share Payouts:

Revenue shares attributed to each member will be calculated and disbursed monthly through the affiliate portal. Members can access this portal to view the breakdown of their earnings, track referrals, and monitor the status of their payouts.

4.3 Profit Calculation and Distribution:

Profits are determined after the close of books for the given fiscal year. The CPA of RealCheeky will finalize the profit calculations, and a Profit and Loss (P&L) statement will be provided to all club members after the close of the given year. RealCheeky LLC has a provision in its articles that allows up to 15% of profits to be shared with customers and employees to incentivize growth and loyalty. RealCheeky will be allocating 15% to this program. The Profit percentage formula is as follows:

Agent’s Profit Share Percentage=

(Agent’s accumulated points over entire membership)/

(Total points issued that specific year) × 100.

4.4 Profit Payout Timeline:

RealCheeky commits to disbursing profit shares to members no later than March 15th of the year following the closing of books. The distribution will be based on the member's accumulated points relative to the total points issued during that year.

4.5 Rationale for Profit Calculation Method:

RealCheeky has chosen the profit calculation method based on a member's accumulated points over their entire membership relative to the total points issued in the club. This approach is designed to reward both long-term loyalty and recent performance. We believe this method aligns with our goal of attracting high-producing agents who recognize the future potential of AI in real estate and are committed to scaling their business with RealCheeky.

4.6 Transparency and Documentation:

RealCheeky is dedicated to maintaining transparency in its revenue share and profit distribution processes. Detailed reports, including the P&L statement, will be available to members, ensuring clarity on how their earnings are calculated.

4.7 Taxes and Deductions:

All payouts, both revenue share and profits, are subject to applicable taxes and deductions as mandated by law. Members are responsible for any tax obligations arising from their earnings. RealCheeky will provide necessary tax documentation to members for their records.

5. Vendor Benefits

Vendors participating in the club will have the first opportunity to attend events held by club members and RealCheeky corporation. For the first event there will be no cost at the value of $300.00. Additional events attended each month will be charged at the going rate by the event planner. Club members will be allowed to present their unique business opportunity to attendees to the event. Club companies will also have top premier placement on the vendor marketplace portal based on sign up date.

Vesting and Participation:

5.1 Vesting:

Members are vested in their points. Should a member leave the industry or retire, they retain their membership, and their points remain vested. Annual Renewal Subscription is required to maintain an agent's vesting.

5.2 Membership Replacement:

If a member leaves the club for any reason, RealCheeky reserves the right to replace that member's spot with an active agent engaged in real estate transactions. The departing member's points accumulated up to that time will still be subject to the vesting rules outlined in this Agreement.

5.3 Focus Group Participation:

Members are part of a focus group that collaborates with the RealCheeky development team. This group aims to scale technology and grow their businesses. Members can contribute ideas and vote on new features developed by RealCheeky.

5.4 Termination of Membership:

5.4.1 By the Member:

Members may terminate their membership at any time by providing a written notice to RealCheeky. The termination will be effective 30 days after RealCheeky receives the notice.

5.4.2 By RealCheeky:

RealCheeky reserves the right to terminate the club membership with a 30-day written notice to all members. If no profits have been paid out to a member for the given year that are equal to or exceed the initial subscription fee, the member will be refunded their initial subscription fee within 30 days of the termination notice.

5.4.3 Upon Exit or Sale of the Company:

The membership will automatically terminate upon the sale of RealCheeky to another entity or any other exit event. All profit-sharing provisions related to the sale or exit will apply to the members of this club as outlined in this Agreement.

5.4.4 Consequences of Termination:

Upon termination, the member will lose access to all club benefits and services. Any vested points accumulated up to the date of termination will remain and be subject to the vesting rules outlined in this Agreement.

6. Confidentiality and Non-Disparagement:

6.1 Confidentiality:

Both RealCheeky and Members acknowledge that during their association, they may have access to confidential and proprietary information related to the other party, its operations, business plans, and strategies ("Confidential Information"). Both RealCheeky and Members agree to keep all Confidential Information strictly confidential and not to disclose or use such information for any purpose outside the scope of this Agreement or without the prior written consent of the respective party.

6.2 Non-Disparagement:

Both RealCheeky and Members agree not to make, or cause to be made, any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage, or in any way criticize the personal or business reputation, practices, or conduct of the other party, its employees, directors, or officers. Both parties understand and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients.

6.3 Proprietary Disclosure:

By becoming a member of the Real Profits Club, you agree not to disclose, reproduce, reverse engineer, or create any product that is like or in direct competition with our product during your membership and for a period of 5 years, after your membership termination or expiration. You acknowledge and agree that any confidential information provided by Real Profits, including but not limited to proprietary software, trade secrets, business strategies, and customer data, shall remain the exclusive property of Real Profits, and you shall use such information solely for the purpose of your subscription.

7. Terms Modification and Member Protection:

7.1 Right to Modify:

RealCheeky, LLC reserves the right to modify the terms of this Agreement to reflect changes in market conditions, transaction structures, or other external factors that may impact the operation of the club. Such modifications will be made in good faith and with the intent of preserving the mutual benefits of membership.

7.2 Notification:

Members will be notified of any significant changes to the Agreement at least 30 days prior to the changes taking effect. Notifications will be provided through the member's registered email address or other communication methods as deemed appropriate by RealCheeky.

7.3 Member Feedback:

While RealCheeky retains the right to modify terms, we value the feedback and concerns of our members. A feedback period of 15 days will be provided after notifying members of significant changes, during which members can voice their concerns or suggestions.

7.4 Protection Against Arbitrary Changes:

RealCheeky commits to not making changes that would arbitrarily disadvantage any member or group of members. Any modifications will be made with the broader interest of the entire club in mind and will aim to be fair and equitable.

7.5 Opt-Out:

If a member finds a modification to the Agreement unacceptable, they will have the option to terminate their membership within the 30-day notification period. In such cases, the member's vested points and benefits will be honored as per the terms at the time of their departure.

8. Membership Ramp-Up and Service Provisions:

8.1 Membership Growth:

RealCheeky intends to gradually ramp up its membership to reach the exclusive cap of 1,000 members. The timeline for this growth will be determined by RealCheeky’ s operational capacity and strategic considerations.

8.2 AI Development Timeline:

Members acknowledge that RealCheeky is in the process of developing its end-to-end AI solution platform. The complete development and rollout of this platform will dictate the timeline for certain services and benefits.

8.3 Profit Commencement:

While revenue sharing will begin immediately upon the signing of this agreement, profit sharing will commence starting in the year 2024. This allows RealCheeky to allocate resources for the development and perfection of its services.

8.4 TC Services Limitation:

Transaction Coordination (TC) services are currently available only to existing subscribers of RealCheeky’ s TC services. New members joining under this agreement will not have access to TC services until the AI automation platform is fully developed and operational. The timeline for this will be communicated to members as development progresses.

9. Exit Strategy Provisions:

9.1 Definition of Exit:

An exit is defined as any event where RealCheeky, LLC is sold, merged, or undergoes any other form of acquisition by another entity.

9.2 Member's Rights in Case of Exit:

Upon an exit, all members' vested points will be calculated and converted into their respective profit shares based on the terms of the exit deal. This ensures that members are rewarded for their loyalty and contributions to the company up to the point of exit.

9.3 Notification:

Members will be notified of any impending exit at the earliest possible opportunity. While the specifics of the deal might be confidential, members should be informed about how the exit will impact their vested points and profit shares.

9.4 Payouts:

Any payouts due to members because of the exit will be made within a specified period post-exit, which will be within 90 days of the exit.

9.5 Continuation of Services:

If RealCheeky’ s services continue post-exit under a different entity or brand, members should be informed about how this impacts their membership, benefits, and any other relevant terms.

9.6 Termination of Agreement:

If the exit results in the dissolution of RealCheeky, LLC or the termination of its services, this Membership Agreement will be deemed terminated. Members will be notified, and any outstanding obligations to members will be fulfilled.

10. Acceptance:

By joining the RealCheeky Club, you acknowledge that you have read, understood, and agree to the terms outlined in this Agreement.