SHULGIN LENDING / capital placement

Door two · loan · borrower declaration

Where you are, and how the purchase is built

Two things your placement fee agreement does not cover, and both decide whether we can work the file at all: the states you and your entity sit in, and how the purchase is put together.

Between: Shulgin Lending Solution LLC, or an affiliate under common control with Nikolay Shulgin — and you, the sponsor of the deal
Read first: the desk, which this form sits under and does not replace
Date: 24 September 2026

1

What this page is for

Your placement fee agreement already carries one representation: that the loan is for a business or investment purpose and not for somewhere you live. This page adds the two things that agreement does not cover, and both of them decide whether we can work your file at all.

Neither is a formality. One is about where you and your entity sit, because that decides which rules reach the transaction. The other is about how the purchase is put together, because a structure that is not disclosed to the first-position lender is the one way this goes wrong for everybody at once.

2

Where you are, and where the entity is

We place commercial and business-purpose loans, and we do not hold a licence in every state. So we ask you to state plainly, and we rely on the answer:

  • Where the property is. The state the collateral sits in.
  • Where you are. The state you live or are based in.
  • Where the borrowing entity is formed and based. An entity registered in one state and run from another is two answers, not one — give both.

California, in any of those three places, is out. A California property, a California borrower, or a California entity — any one of them and we cannot place the loan, whatever the other two say. The same applies to the other states where commercial placement is licensed and we do not yet hold that licence. We would rather tell you in the first five minutes than after three weeks of work.

If any of these changes before closing — you move the entity, you substitute a different borrower — tell us the day it changes. A file that was fine in March and is not fine in May is not a file we can quietly carry on with.

3

How the purchase is structured

Some of these are ordinary and some are not, and the difference is not about our taste. It is about who knows what.

Ordinary, and we work them without ceremony: your own cash with a new loan; seller financing where the seller is in first position and there is no institutional lien behind them; an assumable loan taken over from the seller, with or without seller financing on top.

Underwritten by hand, and only after a conversation with Nikolay: a seller carry sitting behind a new first loan; a purchase subject-to an existing loan left in the seller’s name; a wrap; the Morby method.

We do work those four. We work them clean, and clean has one meaning: the first-position lender knows, in writing, and approves.

4

What you are declaring

Each line, before we write a single lender
  • Business purpose. The loan is for business, commercial or investment use, and the property is not a home you or your family occupy.
  • Location stated truthfully. The property, you and the entity are where you have told us, and you will tell us the day any of that changes.
  • Structure stated truthfully. You have told us how the purchase is put together, including any seller carry, any existing loan staying in place, any wrap.
  • Full disclosure to the first lender. If the deal has any of those, the first-position lender will be told in writing and will approve secondary financing before closing. You make that disclosure; we do not make it for you.
  • True price and true down payment. The contract price is the real price, and the source of the down payment is real and shown on the settlement statement.
  • One set of documents. The same purchase agreement, note and terms go to the lender, the title company and any investor. No side agreements.
  • Due-on-sale understood. Where an existing loan stays in place, the seller understands that risk, in writing.

If a line is not true today but can be made true, say so and we will wait. If a line cannot be made true, this is the wrong desk, and we would rather you heard that from us than from a lender’s counsel at a closing table.

5

What we do with it

We rely on this when we decide which lenders to approach and what to tell them. What we never do is put seller carry, subject-to or Morby facts into a letter to a lender on your behalf — that disclosure is yours to make, in writing, to your own first-position lender. Ours is to know it, to underwrite it by hand, and to refuse a file that hides it.

If any of this proves untrue, we stop work and close the file. No fee is owed by either side in that case, and nothing further is sent to any lender in your name.

6

What this page is not

It is not legal advice and it does not replace your counsel. It is not a loan commitment, an offer to lend, or a promise that any lender will do anything. It does not change your placement fee agreement, which stands as signed.

Governed by the laws of the state in which the property that is the subject of your request is located, and any dispute goes to the state or federal courts sitting in that state. That is where the asset is, where the closing happens and where you are; both of us agree to that forum and give up any objection to it.

Sign it

Typing your full legal name below has the same effect as a handwritten signature. You get the signed copy by email straight away, and a copy goes on the file for this deal.