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Eastern Consolidated

355 Lexington Avenue

New York, NY 10017
Telephone 212.499.7700
Facsimile 212.499.7718



[Owner Address]
[City, State, Zip]

Re: Retail Space located at ___________________ (referred to as the Premises)

This agreement dated [INSERT DATE] between Eastern Consolidated 355 Lexington Avenue
New York, New York 10017 (Broker) and [INSERT ENTITY/OWNER] hereinafter referred to
as Owner), shall serve to authorize the Broker to list the property hereinafter described for the
purposes of undertaking to find tenant(s) to lease the property as agreed upon by the Owner and
the Tenant upon terms acceptable to the Owner.

1. This agreement shall serve to employ and give said Broker the exclusive right to lease
said property for the term defined as [insert]and shall continue thereafter on a month-to-
month basis unless terminated in writing by either party upon thirty (30) days prior
written notice to the other for cause, including but not limited to the failure of a party to
perform its obligations under this Agreement.

2. The owner authorizes the Broker to place the necessary signage on the property with
reference to the fact that the property is being offered for lease. Broker shall advertise the
Premises, prepare and secure special plans, signs, brochures, circulars, or other forms of
advertising, subject to Owners prior approval of the form thereof, at the brokers Owners
cost and expense. The total advertising budget is to be determined. All advertising,
whether prepared or issues by Broker or by Owner, shall identify Broker as the exclusive

3. Owner shall cooperate with Broker during the term of this Agreement and shall promptly
refer to Broker all offers and inquiries with respect to the leasing of the Property. The
responsibilities of the Broker shall be to assemble all necessary documentation and
information with reference to the real property, arrange for the preview of the property by
prospective tenants, develop all offers and inquiries, and shall canvass, solicit, advertise,
and otherwise use its commercially diligent efforts to bring about the leasing of the

4. In the event a lease for the Premises is executed by both Owner and prospective tenant,
then Owner agrees to pay and Broker agrees to accept one full commission, inclusive of
any fee Broker pays to a broker representing a prospective tenant, payable by Owner in
accordance with the attached rate schedule (Exhibit A). The Owner agrees that the
Broker may cooperate with other Brokers, and divide fees for services in any manner
satisfactory to them. The Broker will handle all negotiations and lease arrangements with
the cooperating Brokers client and the Owner.

5. If within four (4) months after the expiration of this agreement, or any extension thereof,
the said property, or any portion thereof, shall be leased or agreed to be leased to anyone
to whom the said property was shown during the period of this agreement, or an
extension thereof, then the applicable commission hereinbefore mentioned shall be paid
by the Owner to the Broker.

Broker will provide to the Owner a list of prospective tenants to whom the property was
shown during the period of the agreement, or any extensions thereof within thirty (30)
days following the final date of termination. This shall be done in order to allow for
these prospective tenants to be covered under the provisions of this agreement as it relates
to the payment of commissions and fees due to the Broker hereunder.

6. This Agreement may be executed in any number of counterparts, each of which shall be
an original and all of which together shall constitute a fully executed agreement, with the
same effect and validity as a single agreement signed by all of the parties. Emailed
signatures shall have the same validity and effect as original signatures.

7. During the term of the Agreement, Broker shall have the sole and exclusive authority to
perform the services outlined herein. All inquiries regarding the leases made to Owner or
any representative of Owner concerning those services shall be re-directed to Broker.
Notwithstanding the foregoing, nothing herein shall prohibit the Owner from engaging in
direct discussions or negotiations with potential tenants during the term of the
Agreement. If a lease results from such discussions or negotiations Broker shall
nonetheless be entitled to Commission earned herein.

8. (a) Broker shall defend, indemnify and hold the Owner harmless against any loss,
damage, claim or expense (including, but not limited to, reasonable attorneys' fees} in
connection with any claim by any other real estate broker for any compensation with
respect to a transaction contemplated by or related to this Agreement arising or accruing
during the term of this Agreement when such claim is based upon the acts or negligence
of Broker, provided that Broker's maximum liability hereunder shall be limited to the
amount of any commission actually paid to Broker in connection with such transaction.

(b) In the event of a claim or suit to which the foregoing indemnification and hold
harmless applies, Owner shall:

(i) give Broker prompt written notice thereof;

(ii) permit Broker to defend such claim or suit with counsel of Broker's choice,
provided that the Owner shall have the right to approve such choice, which
approval shall not be unreasonably withheld or delayed;

(iii) not settle such claim or suit without the Broker's prior written consent, which
consent shall not be unreasonably withheld or delayed; and

(iv) cooperate with Broker in the defense of such claim or suit.

Broker agrees not to settle any such claim or suit without the Owner's prior written
consent, which consent shall not be unreasonably withheld or delayed.

9. In the event the property is sold, Owner shall immediately pay to Broker the balance of
all commissions due hereunder, except if Owner delivers to Broker at the closing of such
sale written agreement by the transferee taking title to the Property of similar financial
capacity as Owner on the date of such conveyance, assuming all of the Owners
obligations hereunder in form and substance reasonably satisfactory to Broker.

10. This Agreement (i) expresses the parties' entire agreement relating to the leasing of the
Property and supersedes all prior understandings between them on such matters; (ii) shall
be governed by and construed in accordance with the laws of the State of New York,
applicable to agreements made and to be performed entirely within New York without
regard to conflicts of laws principles, and shall be resolved in a proceeding within the
State of New York; (iii) shall be binding on the parties to this Agreement and their lawful
heirs, successors, designees, and assigns; (iv) shall not be altered, supplemented, or
terminated except in a writing signed by both parties; and (v) may not be strictly
construed against either Owner or Broker, each party agreeing that it has participated
fully and equally in the preparation of this Agreement. The terms Owner and Broker
shall be deemed to include any affiliates, subsidiaries, successors, nominees or assigns of

11. In the event that any payment provided for herein is not paid within thirty (30) days after
notice of non-payment, the entire commission or any remaining unpaid portion thereof
shall become immediately due and payable and Owner agrees to pay all costs of
collection, including reasonable attorneys fees.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to
execute this Agreement as of the date first above given.

Broker: Eastern Consolidated Owner: [INSERT OWNER]

By: ___________________________ By: ________________________

Date: __________________________ Date: _______________________

Broker: Eastern Consolidated Owner:

Exhibit A

Commission Rate Schedule

For the first year of any lease term .. 6%

For the second and third years...... .. 5%

For the fourth and fifth years 4%

For the sixth through the tenth years..... 3%

For the eleventh through the fifteenth years 2.5%

For the sixteenth through the twentieth years 2%

For all succeeding years. 1%

1 All commissions payable hereunder shall be computed upon the base or fixed annual rent, and
any fixed increases thereon (hereinafter referred to as the Base Rent) payable by tenant,
sublease, licensee, occupant (hereinafter referred to as Lessee) under the lease agreement
(Lease) and in no event shall the following be subject to Brokers commission: (a) electric
charges, (b) any escalation payments made by Lessee pursuant to future increases in real
estate taxes, fuel, operating expenses, labor. If a Lease provides an allowance in the form of a
rental concession (as distinguished from an allowance for repairs and decoration, etc.) the
commission shall be calculated on the net rental for the term and the rental not payable by
reason of the concession shall be ratably spread over the entire term of the Lease.

A. Lease Transaction - The commission shall be earned upon the execution and unconditional
delivery of the lease by both the Owner and the tenant. The commission shall be payable
in two (2) equal installments, as follows: (i) one-half of the commission on the date of
execution and delivery of the lease by Owner and the tenant (the Execution Date); and
(ii) one-half of the commission on the date which is six (6) months after the Execution

B. Option Transaction - Commission shall be due upon tenant's exercise of the option.

C. Short Term Transaction- For terms that are three (3) years or less, the commission shall be
earned, due and payable on the date that the lease is executed by both Owner and the

3 If the Lease provides for an option to cancel by Lessee, Broker shall be paid a commission
calculated and paid in accordance with the terms and rates as set forth herein for the term of
the Lease not subject to such option and the remainder of the commission shall be paid to
Broker in the event the option to cancel is not exercised or waived. Notwithstanding the
foregoing, in the event that the option to cancel by Lessee contains a cancellation penalty
which includes the unamortized portion of Brokers commission, Broker shall be paid a
commission based on the entire term of the Lease payable in accordance with paragraph 1
herein, disregarding any term which may be cancelable pursuant to said option or right, as if
such option did not exist. The Lease shall be deemed to be cancelled only if Lessee vacates
the premises. If the cancellation is by mutual agreement not contained in the Lease as
originally executed, or if the Lease gives the Lessee the right or option to cancel by reason of
the Owners act or omission to act, Broker shall be paid a full commission.

4 If there is a clause in the Lease which gives the Lessee an option or right of first refusal to
purchase the property or of a first refusal, and if the Lessee or its designee, successor, or
assignee, exercises such option, then the Owner shall, at the time of passing title, pay a sales
commission in accordance with Brokers sales rates.

5 If there be a release, surrender, sale, recapture buyout or other disposition of a Lease (other
than as set forth herein), Broker shall be paid a full commission in accordance with the
schedule above, calculated upon the remaining rentals for the unexpired term of the Lease and
upon any consideration for such release, surrender, sale or other disposition.