In this Policy, the following terms have the meanings set out below:

• Annual Contract Value: The total license fees payable by a Referred Tenant to The Square for the first twelve (12) months of their License Agreement, excluding the security deposit, VAT, and any one-off service charges.

• Minimum Stay Condition: The condition requiring a Referred Tenant to remain in occupation and pay all fees due for at least the first three (3) months of their License Agreement.

• Prospective Tenant: A company or individual introduced to The Square by the Referrer via the online registration portal.

• Referred Tenant: A Prospective Tenant who satisfies all qualifying conditions set out in Section 3.

• Referral Period: A period of six (6) months from the date a Prospective Tenant registration is confirmed by The Square.

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2. ELIGIBILITY & SCOPE

• Personal Capacity Only: This program applies strictly to individuals acting in a personal, independent capacity. It does not apply to corporate entities, licensed estate agencies, or commercial real estate brokerages, which are subject to separate corporate broker agreements.

• Non-Exclusive Appointment: The Square appoints the Referrer on a non-exclusive basis. The Square reserves the right to appoint other referrers/brokers and market its workspace assets independently.

• Sole Discretion: Nothing in this program obliges the Referrer to make an introduction, nor obliges The Square to accept any Prospective Tenant or enter into a License Agreement. The Square retains full discretion over tenant selection, pricing, and license terms.

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3. LEAD REGISTRATION & VALIDITY RULES

3.1. Prior Contact Requirement: To make a valid referral, the Referrer must register the Prospective Tenant through the online portal or in writing before the Prospective Tenant first contacts or is contacted by The Square.

3.2. Lead Verification: The Square will verify and confirm lead acceptance in writing (via email) within five (5) business days. A Prospective Tenant will not be accepted if they:

• Are an existing or former tenant of The Square;

• Are already recorded in The Square’s active sales pipeline or enquiry database; or

• Have already been validly registered by another referrer or broker.

3.3. Registration Validity: A valid lead registration is personal to the Referrer and remains active for the six (6) month Referral Period. If the Prospective Tenant does not execute a License Agreement within 6 months, the registration lapses without entitlement to a Referral Fee.

3.4. Effective Cause: The Referrer must be the effective cause of the introduction. Speculative registration or mere naming of companies without genuine engagement does not qualify for a Referral Fee.

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4. QUALIFYING CONDITIONS FOR FEE ACCRUAL

4.1. A Prospective Tenant becomes a Referred Tenant, and a Referral Fee begins to accrue, only when all of the following conditions are met:

• The Prospective Tenant signs a License Agreement with The Square during the 6-month Referral Period;

• The Prospective Tenant pays the required security deposit and first invoice in full in cleared funds; and

• The Prospective Tenant takes physical occupation of the premises.

4.2. Minimum Stay Condition: No Referral Fee is earned or payable unless the Referred Tenant remains in active occupation and pays all license fees due for the first three (3) months.

4.3. Initial Contract Only: The Referral Fee applies solely to the initial 12-month License Agreement. No fee is payable on contract renewals, expansions into additional office space, or subsequent agreements.

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5. REFERRAL FEE STRUCTURE & PAYMENT TERMS

5.1. Fee Calculation: Subject to compliance with these terms, The Square shall pay the Referrer a Referral Fee equal to ten percent (10%) of actual payments received by The Square from the Referred Tenant for license fees during the first 12 months, capped at 10% of the Annual Contract Value.

5.2. Pay-as-Collected Principle: The Referral Fee accrues proportionally against payments actually received in cleared funds. No fee accrues or falls due on invoiced amounts that have not been collected.

5.3. Quarterly Release Schedule: Referral Fees are released in four (4) equal quarterly installments in arrears (2.5% of Annual Contract Value per quarter), subject to fee collection:

​​​​​5.4. Taxes & Remittance: All fees are stated gross. The Square may deduct withholding tax (WHT) or statutory deductions as required by Nigerian tax laws and provide proof of remittance. The Referrer remains responsible for their personal tax obligations.

5.5. Bank Verification: Payments will be disbursed via electronic transfer to the verified bank account provided during lead registration.

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6. LEASE TERMINATION & RETENTION RULES

6.1. Early Exit: If the Referred Tenant’s License Agreement terminates before 12 months, the Referral Fee stops accruing from the date of termination.

6.2. Unpaid Installments: Installments that have not fallen due at the date of lease termination simply cease to fall due.

6.3. Non-Recoverability: Installments properly paid to the Referrer in arrears are retained by the Referrer and are non-recoverable, except in cases of fraud, dishonesty, or material breach.

6.4. Tenant Default: If a lease terminates due to tenant default, abandonment, or insolvency, no further installments fall due from the default date.

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7. REFERRER CODE OF CONDUCT

The Referrer explicitly agrees not to:

• Make any representations, warranties, or binding commitments on behalf of The Square;

• Negotiate, alter, or attempt to conclude lease terms or pricing with a Prospective Tenant;

• Hold themselves out as an employee, corporate agent, or partner of The Square;

• Quote pricing other than official published rates; or

• Offer any unauthorized fee-share, rebate, or financial inducement to a Prospective Tenant.

The Referrer must disclose any potential conflict of interest prior to lead submission.

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8. CONFIDENTIALITY & DATA PRIVACY

8.1. Confidential Information: The Referrer shall keep confidential all non-public information concerning The Square’s pricing, occupancy, and corporate terms.

8.2. Data Protection: Personal details submitted via the referral portal are processed in accordance with the Nigeria Data Protection Act (NDPA) and strictly for lead verification and payout execution.

8.3. Survival: Confidentiality obligations survive program termination for a period of two (2) years.

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9. GOVERNING LAW

These Terms and Conditions are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising from this program shall first be resolved through good-faith negotiations, failing which it shall be referred to arbitration in Lagos State under the Arbitration and Mediation Act 2023.

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PRACTICAL WORKED EXAMPLE

• Assumed Annual Contract Value: ₦60,000,000 (Private Office Lease).

• Total 10% Referral Fee: ₦6,000,000.

• Disbursement: Released in four (4) equal quarterly payments of ₦1,500,000 each within 14 days of the end of each completed, fully paid quarter.

• Early Exit Scenario: If the tenant exits during Month 8, the Referrer retains the two installments already paid (₦3,000,000), and the remaining two installments (Q3 & Q4) do not fall due.