Deal Completion Assurance Terms and Conditions

1. Objective

Keyspire agrees to provide the Client with one-on-one coaching sessions as described under the “Coaching” provisions of the Agreement (the “Coaching Services”), with the intention of supporting the Client in completing at least one real estate transaction (a “Deal”) within six (6) to eight (8) months from the commencement of the Coaching Services.

For the purposes of this Schedule A, a “Deal” means any of the following, provided it is supported by a legally binding agreement and duly executed documentation:

• The acquisition of a real estate property by the Client through purchase, joint venture, or co-ownership in which the Client is a registered owner, co-owner, or holds a direct and enforceable ownership interest; or
• A secured private lending transaction in which the Client advances capital that is formally documented and secured by a registered charge, mortgage, lien, or comparable security interest against real property; or
• A private equity investment in a real estate project or entity in which the Client holds a direct ownership interest, whether through shares, partnership units, or another equity instrument, as evidenced by executed legal agreements.

A Deal is deemed completed only upon the legal closing of the transaction or funding of the capital contribution, as applicable.

2. Extension of Coaching Services

In the event the Client has not completed a Deal (as defined in Section 1) within twelve (12) months from the commencement of the Coaching Services, and provided the Client has complied with all terms of the Agreement and this Schedule A, Keyspire shall continue to provide the Coaching Services only at no additional cost for a maximum of twelve (12) additional months, or until the Client completes a Deal, whichever occurs first (the “Extension Period”).

For clarity, the Extension Period applies exclusively to the Coaching Services. No other products, features, or inclusions of the Client’s program bundle — including but not limited to live events, community access, digital platforms, educational materials, or software — are extended or renewed under this Schedule A.

3. Conditions Precedent

The Client’s entitlement to the Extension Period is expressly conditional upon the Client:

(a) attending and participating in all scheduled Coaching Services and actively completing agreed-upon action steps, consistent with the Client’s obligations under the “Coaching” and “Fulfillment Policy” provisions of the Agreement;

(b) attending all prescribed events included in their program, whether virtual or in-person, as reasonably designated by Keyspire;

(c) maintaining timely and responsive communication with Keyspire throughout the Term (as defined in the Agreement) and any Extension Period; and

(d) having provided complete, accurate, and truthful information in all program applications and submissions to Keyspire. Any misrepresentation, omission, or misleading information, whether financial or otherwise, shall constitute a material breach of this Schedule A and the Agreement and shall render this Assurance null and void.

4. Discretionary Extension

Notwithstanding anything herein, Keyspire shall have sole and absolute discretion in determining whether the Client has satisfied the conditions in Section 3 and, accordingly, whether the Extension Period shall be provided. This discretion is in addition to Keyspire’s rights and remedies under the “Service Term” and “Fulfillment Policy” provisions of the Agreement.

5. Conclusion of Coaching Services

The Services shall automatically conclude upon the earlier of: (a) the completion of a Deal by the Client; or (b) the expiry of the Extension Period. Termination of the Agreement by the Client following the completion of a Deal shall not entitle the Client to any refund, credit, or other consideration, consistent with the “Refund Policy” provisions of the Agreement.

6. Exclusion of Warranties

Except as expressly provided herein, Keyspire makes no warranty, representation, or guarantee, express or implied, with respect to the achievement of any result or outcome by the Client. The Client acknowledges that completion of a Deal is dependent on numerous factors beyond the control of Keyspire, including but not limited to the Client’s own efforts, actions, and financial capacity, as well as prevailing market conditions. This provision is in addition to, and not in limitation of, the disclaimers set forth in the Agreement under “Limitation of Liability” and “Disclaimer.”

7. Limitation of Liability

The Client expressly agrees that Keyspire’s sole obligation under this Assurance is the provision of the Coaching Services during the Extension Period as described herein. To the maximum extent permitted by law, Keyspire shall not be liable to the Client for any damages, losses, costs, or claims arising out of or in connection with the Client’s failure to achieve a Deal. In no event shall Keyspire’s aggregate liability under this Assurance exceed the value of the Coaching Services provided during the Extension Period. This limitation of liability is subject to and forms part of the “Limitation of Liability” provisions of the Agreement.