First look, written as a promise to prefer you over other clients, is the part his broker will strike, and should. An agent owes each client under a signed agreement the same duty, and a clause that ranks clients puts the brokerage in the position of admitting it disadvantages someone. What does survive review is process language rather than preference language: a defined window, say 48 hours, during which any off-market property fitting your stated criteria is presented to you before it's presented to anyone else, with the criteria narrow enough that it doesn't overlap the other three buyers. Narrow means unit count, submarket, price band, and required condition written into an exhibit you update. If your criteria and theirs are genuinely identical, no drafting fixes that and you're negotiating for something he cannot deliver.
The number that decides whether any of this holds is the 12. Your structure pays him $66k for 12 closings and $12k for two, because that retainer is a floor rather than an add-on: two closings earn $11,000 in fees and the credited $12,000 swallows all of it. If your pipeline stalls at four, his economics on your file collapse in the same quarter that a fee-paying competitor's file gets busy, and priority follows revenue regardless of what the exhibit says. I'd rather see the retainer sized to the work he does whether or not you close, with per-closing fees stepping down after a threshold, so a slow quarter doesn't make you his least valuable client.
Two things you haven't raised. Confirm the offset language, because on listed deals a seller concession toward buyer-side compensation should reduce your $5,500 rather than stack on top of it, and a flat-fee agreement drafted from a percentage template often forgets that. And whether acquisition fees paid by your entity go into basis or get expensed is a question for your CPA, not something to assume from how the invoice is worded.
