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Joint Venture Agreement to Own, Develop, and Operate Industrial Park Agreement made on the _______________ (date) , between __________________ (Name) , of ___________________________________________________________________ ____________ (street address, city, county, state, zip code) , referred to herein as JV-1 , ______________________ (Name) , of ____________________________________________ ______________________________ (street address, city, county, state, zip code) , referred to herein as JV-2 , and JV-3 of ____________________________________________________ _________________________ (street address, city, county, state, zip code) . Whereas, on _________________ (date) , JV-1 , JV-2, and JV-3 contracted (the Contract ) with _______________________ (Name of Trustee) , as Trustee, to purchase approximately _______ acres of property (the Property) located at ______________________ ________________________________________________________ (street address, city, county, state, zip code) , a description of which is attached hereto as Exhibit A and made a part hereof; and Whereas, the Property is to be purchased for a purchase price of $____________ with the closing to be scheduled for _________________ (date) ; and Whereas, Property, is to be used for the development of an industrial park named ______________________ (Name) for the City of _____________________ (Name) ; and Whereas, the parties desire to participate in a business venture (Venture) together regarding the Property; and Whereas, each Venturer is willing to invest money to finance the conduct of the Venture; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Name of Business Venturers agree to form a _________________ (name of state) joint venture under the name _______________________ (name of joint venture) for the purpose of owning, developing and operating the Property. II. Location of Principal Place of Business The location of the principal place of business of the Venture shall be _______________ ______________________________________________________________ (street address, city, county, state, zip code) , or any other place as the Venturers may elect. III. Term A. Commencement. The Joint Venture shall commence as of the date of this Agreement. B. Termination. The Joint Venture shall continue until terminated, which shall occur on the earlier of the following events: 1. Unanimous consent of the Venturers; or 2. The sale or other disposition of substantially all of the assets of the Venture to an entity or person in which the Venture does not have at least a majority ownership interest; or 3. On __________________ (date) . IV. Contribution to Capital A. Contribution by Venturers. 1. Venturers shall contribute the following to the Venture: JV-1 $________________; JV-2 $________________; and JV-3 $________________; 2. By execution of this Agreement, Venturers have assigned all of their right, title and interest in and to the Contract, including all deposits paid on it, together with any interest in the (e.g., buildings and contents) ____________________ ___________________ located on the Property to the Venture with the contribution to be allocated equally among the Venturers. B. Loans and/or Guarantees. Each Venturer has agreed to guarantee or personally loan the following amounts: 1. Each Venturer will equally guarantee the balance due on the closing of the Property described in the Contract and will use his best efforts to raise the funds necessary to close transaction. 2. Each Venturer will use his best efforts to obtain financing for the Property. C. Repayment of Loans. All loans or personal funds contributed by each Venturer to the Joint Venture shall be repaid with interest to be computed at ______% per year, compounded, and as provided in Section V-C (2) below. D. Third Party Loans. All loans obtained from third party lending institutions shall be guaranteed by both Venturers equally. V. Accounting A. Allocation of Net Profits and Net Losses and Capital Interests. 1. Annual net profits of the Venture shall be allocated among the Venturers as follows: a. First, to each of the Venturers, the amount of Cash Flow Distributed to the Venturer pursuant to Section V-C (2) . b. Second, net profits shall be allocated in such a manner as will equalize the capital account balances of each of the Venturers. All approved expenses and loans to this Venture by Venturers shall be reimbursed before net profits are dispersed. c. Third, the balance of the net profits remaining, if any, shall be allocated in the same percentage of the capital interest of each Venturer as set forth below (Capital Interest). 2. Annual net losses of the Joint Venture shall be shared in the same percentage as the Capital Interest of each Venturer. B. Net Profits and Losses. For purposes of this Agreement, net profits and net losses shall be the amount finally determined for federal income tax purposes. Net profits and net losses shall also include any gain or loss from the sale of Venture assets as finally determined for federal income tax purposes. C. Distributions of Cash Flow. 1. The cash flow of the Joint Venture ("Cash Flow") shall mean, for purposes of this Agreement: a. All cash, other than capital contributions to the Joint Venture, received by the Joint Venture from any source (including the net proceeds of the sale of Joint Venture assets), less b. Cash expended for (i) the expenses of the Joint Venture, (ii) interest and principal payments on any indebtedness of the Joint Venture other than to a Venturer, and (iii) capital expenditures and reasonable reserves otherwise required, in the discretion of the Venturers, for the Joint Venture business. 2. $____________ of the Cash Flow available for distribution after the establishment and maintenance of the reserves required by this Agreement shall be used to pay the interest and principal due any Venturer for loans made to the Venture and the balance shall be distributed to the Venturers in accordance with the Venturer's respective Capital Interest determined as of the time of the distribution. 3. Anything in this Agreement to the contrary notwithstanding, no indebtedness shall be incurred for the purpose of or with a view to making distributions of Cash Flow to the Venturers. Distributions of Cash Flow shall be made not less frequently than annually at reasonable intervals as shall be determined by unanimous vote of the Venturers. D. Books of Account. At all times during the continuance of the Venture, Venturers shall cause proper and true books of account to be kept and these books shall contain specific information regarding all monies, goods or effects belonging to or owing to or by the Venture, or paid, received or sold or purchased in the course of the Venture's business, and all other such transactions, matters and things relating to the business of the Venture as are usually entered in books of account by persons engaged in a business of a like kind and character. The books shall be maintained in accordance with generally accepted accounting principles. The books of account shall be kept at the principal office of the Venture and each Venturer shall at all reasonable times have free access to and the right to inspect them. E. Capital Accounts. A capital account shall be maintained for each Venturer. Each Venturer's proportionate share of Venture net profits and net losses and each Venturer's drawings, further contributions to the Venture and any other transactions with the Venture as should, under proper tax accounting principles be reflected in a Venturer's capital account, shall be so reflected. F. Annual Statements. The books of account shall be closed as promptly as reasonably possible after the end of each fiscal year. Promptly after that, the Venturer shall make a written statement to each Venturer, which may include a balance sheet of the Venture as of the end of such year, a statement of income and expenses for such year, a statement of each Venturer's capital account or such statements with respect to the status of the Venture and distribution of net profits and net losses from the Venture as are considered necessary to advise all Venturers’ properly about their investment in the Venture for federal income tax reporting purposes. G. Fiscal Year. The fiscal year of the Venture shall end on ______________ (date) of each calendar year. H. Bank Accounts. All funds of the Venture shall be segregated from any funds not belonging to the Venture and shall be deposited in the name of the Venture in any bank account(s) as the Venturers agree. All withdrawals are to be made on checks signed by both. VI. Rights, Duties and Restrictions of the Venturers A. Expenditures by Venturers. The Joint Venture shall pay compensation for accounting, administrative, legal, technical and management services rendered to the Venture. A Venturer shall be entitled to reimbursement by the Venture for any authorized expenditures incurred by that Venturer on behalf of the Venture which have been made other than out of the funds of the Venture. B. Potential Conflicts. The Venturers shall devote so much of their time to the business of the Venture as, in their judgment, the conduct of its business shall reasonably require. The Venturers may engage in business ventures of any nature and description independently or with others, including, but not limited to, business of the character described in Article I , and neither the Venture nor any of the Venturers shall have any rights in and to such independent ventures or the income or profits derived from them. C. Limitations. Without the unanimous consent or ratification of both Venturers, no Venturer shall have the authority to: 1. Consent to a sale or other disposition of all or a substantial part of the assets of the Venture to an entity or person in which the Venture does not have at least a majority ownership interest; or 2. Enter into any contract with any entity which is affiliated with any Venturer ( affiliated shall mean controlling, controlled by, or under common control with). D. Management of Joint Venture. The business of the Joint Venture shall be carried out under the supervision and direction of ____________________ (Name) . He shall be responsible for the marketing, sale and promotion of the Property and agrees to devote all of his time, skill and effort to the conduct of the business of the Venture in that regard. However, no significant action shall be undertaken by the Venture without the prior unanimous vote of the Venturers, including, but not limited to, the following: 1. Any expenditure of any indebtedness in excess of $__________, except for amounts incurred pursuant to budgets approved by Venturers; 2. Confess or consent to a judgment against the Venture; or 3. Pledge or consent to a lien on any material portion of the Venture assets. E. Authority of Venturers; Indemnification. Except as expressly set forth in this Agreement, no Venturer shall be liable in damages or otherwise to the Joint Venture or to the other Venturers for any act or failure to act by him, unless the act or omission is attributable to willful misconduct, gross negligence, fraud or the violation of any specific prohibition contained in this Agreement, in which case such Venturer shall indemnify and hold the Joint Venture and the other Venturers harmless from any loss, damage, cost or expense (including, but not limited to, reasonable attorney's fees) arising from such act or omission. Nothing in this Section VII-E shall be deemed to exculpate any Venturer from liability to the Venture or to any of the Venturers, to the extent that insurance proceeds under policies carried by the Joint Venture are available to satisfy the liability. No indemnified party under this Agreement shall be required to advance his own legal fees and expenses in connection with any claim for which he may be indemnified under this Agreement. All such legal fees and expenses are to be borne directly by the indemnifying party. F. Nonexclusive Agreement. Joint operations between the parties are limited to those operations specified in this Agreement. This Agreement has no relation to any operation conducted by either party as an individual or entity or jointly with others. However, neither party shall participate in any activity, as an individual or jointly with others, where the participation would be contrary to the purposes or activities of the Venture formed under this Agreement. G. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. VII. Withdrawals and Priorities A. Interest. During the term of the Venture no interest shall be allowed to any Venturer on the amount of his capital account. B. Withdrawal of Capital. No Venturer shall be entitled to the return of capital contribution except by way of the distribution to him of assets on the dissolution of the Venture pursuant to the provisions of this Agreement, unless otherwise agreed by all Venturers. VIII. Dissolution and Termination A. Accounting. In case of the dissolution and termination of the Venture, a proper accounting shall be made of the capital and income accounts of each Venturer and of the net profits and net losses of the Venture from the date of the last previous accounting up to the date of dissolution. B. Liquidating Trustee. On the dissolution of the Venture business, for any reason, the then remaining Venturers shall act as the liquidating trustees (Trustees). The Trustees shall have full power to sell, assign and encumber Venture assets. Notwithstanding such power, they shall not sell any assets except in the case of: 1. Sales necessary in order to raise cash for the payment of creditors; or 2. Assets not readily divisible. 3. All cash shall, to the extent necessary, be used to pay creditors, and any assets remaining shall be allocated and distributed in kind in divided portions to the Venturers in the manner set forth in Section VIII-C . C. Distribution on Dissolution. In the event of the liquidation and dissolution of the Venture for any reason, after the payment of or provisions for creditors, including loans by Venturers to the Venture, the Venture assets shall be distributed among all the Venturers, Pro Rata, in accordance with the remaining balances in their capital accounts. If any Venturer shall have a deficit in his capital account following distribution of liquidation proceeds pursuant to this Section VIII-C , the Venturer shall contribute to the Venture for distribution to Venturers or creditors, cash in the amount of the deficiency. IX. Restrictions on Transfer of a Venturer's Interest Except to another party controlled by, controlling or under common control with the Venturer, no Venturer shall sell, transfer or otherwise dispose of (the term otherwise dispose of shall not include the pledge, collateral assignment or grant of a security interest so long as the pledgee, assignee or secured party, as the case may be, agrees in writing that the interest obtained by the party shall be subject to all the terms of this Agreement), all or any of his interest as a Venturer (excluding any interest as a creditor) in the Venture (which interest or part of it is called the Interest ) unless he (the Disposing Venturer) shall have first sent written notice (the First Refusal Notice) to the other Venturers of the terms and conditions offered by, and the identity of, a bona fide prospective purchaser and shall have first complied with the provisions of this Agreement. No transfer or assignment shall relieve a party of his duties or obligations under this Agreement except with the express written consent of the other party. X. Default; Remedies A. Default by a Venturer. The occurrence of any of the following events shall constitute an Event of Default as to a Venturer under this Agreement: 1. Monetary. Default by any Venturer in providing any capital contributions or other funds required of that Venturer in accordance with the terms of this Agreement; provided, however, that the default continues for a period of ______ days after the Venture, acting through any Venturer, provides written notice of the default to the Defaulting Venturer. 2. General. Default in performance of any other agreement or obligation of any Venturer in accordance with the terms of this Agreement if the default continues for a period of _____ days after written notice of it is given by the Venture, acting through any Venturer, to the Defaulting Venturer, except than an Event of Default shall not be deemed to have occurred if the default is of a nature that requires more than _____ days to cure, is capable of being cured within a reasonable time, the Defaulting Venturer diligently proceeds to cure the default, and the Venturer is not materially or adversely prejudiced by a delay beyond _____ days. 3. Insolvency. If any Venturer makes an assignment for the benefit of creditors or petitions for appointment of a trustee or receiver of the Venturer or of any substantial portion of the assets of that Venturer, or if any Venturer commences any proceeding pursuant to any bankruptcy, reorganization, arrangement, insolvency, readjustment, debt, dissolution or liquidation law, or if any Venturer is adjudicated bankrupt, or insolvent, and the proceedings or order are not dismissed within _____ days after that. 4. Dissolution. The dissolution, liquidation or cessation to exist of any Venturer. B. Remedies of Default. Should an Event of Default occur as to any Venturer and continue beyond any grace period provided in this Agreement, the non-defaulting Venturers shall, at his election, have the right, power and authority to exercise any one or more of the following remedies: 1. Purchase. To purchase the Interests of the Defaulting Venturer. In such a case, the Defaulting Venturer shall, within ____ days after the date of the Event of Default, tender his Interest for sale to the non-defaulting Venturers at a price equal to _____ percent of the Mandatory Sale Price (as defined in Subsection X-E and the non-defaulting Venturers shall have the option, exercisable within ______days following tender, to acquire the interests of the Defaulting Venturer; or 2. Termination. To terminate the Venture; or 3. General. To exercise any other remedy provided elsewhere in this Agreement or available at law or in equity. C. Specific Performance. The Venturers declare and agree that it is impossible to measure in money the damages, which will accrue to a Venturer by reason of a failure by any Venturer to perform any of the obligations under this Agreement. Therefore, any Venturer may institute an action or proceeding for specific performance of this Agreement and any party (including the Venture) against whom the action or proceeding is brought waives the claim or defense that the party has an adequate remedy at law. D. Additional Remedy for Violation of Transfer Restriction. On any sale, transfer or other disposition of any interest in violation of any of the provisions of Section IX (Restrictions of Disposition of Interest) of this Agreement, the other Venturer is expressly given the right and option, within ____ days after the discovery by him of the sale, transfer or other disposition in violation of this Agreement, to purchase all (but not less than all) of the Interest from the then holder at the price and on the terms on which the Interest was acquired by the holder, or at the election of the purchasing party, at the Mandatory Sale Price for it, using the date on which the sale, transfer, pledge or other disposition occurred. E. Mandatory Sale Price. The Mandatory Sale Price of each Interest required to be purchased under this Agreement shall be the value of it computed in accordance with the provisions of Exhibit B attached to this Agreement. The provisions of Exhibit B may be modified at any time by the certified appraised value of the Property within ____ days of default, or may be modified at any time by a certificate. The certificate shall be signed and attached to the original of this Agreement and included in the records of the Partnership, and the provisions of it shall be binding on all the parties. XI. Severance of Business Relationship A. Initiation of Severance . If any Venturer (called the Severing Venturer ) wishes to sever his relationship in the Venture with the other Venturers (the Responding Venturers ), the Severing Venturer shall soon notify the responding Venturers in writing (the Severance Notice ) stating a date not less than _____ days after the mailing of the notice when the Severing Venturer wishes the severance to take place. The Severance Notice shall also state the price which the Severing Venturer believes is the fair market value for the total equity value of the Joint Venture (the Severance Price ). B. Response. The Responding Venturer shall have _____ days after the mailing of the Severance Notice to advise the Severing Venturer, in writing, whether the Responding Venturer wishes (i) to sell all of his Interests to the Severing Venturer for an amount equal to the Responding Venturer's Capital Interest multiplied by the Severance Price, or (ii) to purchase all of the Severing Venturer's Interest for an amount equal to the Severing Venturer's Capital interest multiplied by the Severance Price. If the Responding Venturer does not advise the Severance Venturer of his selection within that time, the Responding Venturer shall be deemed to have elected to sell his Interest to the Severing Venturer at the price set forth in the preceding sentence. C. Closing. On the effective date of the Severance, as designated in the Severance Notice, the purchase and sale of the Interest as described above shall be closed in the Joint Venture's principal business office and all appropriate documents will be executed and delivered to effect severance of the relationship and sale of the Interests. The purchasing Venturer shall pay the Severance Price to the selling Venturer in immediately available cash funds. Notwithstanding anything in this Article XI to the contrary, the Joint Venture, immediately prior to the time of the Severance, shall pay to each of the Venturers any amounts which have not been previously paid to the Venturers pursuant to Sections V-C-1 and V-C-2 of this Agreement, and which have been paid if the Joint Venture had generated sufficient Cash Flow prior to the time of Severance so that Cash Flow would have been distributable pursuant to Section V-C-2 of this Agreement. XII. General Provisions A. Notices. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. B. Successors. This Agreement and all the terms and provisions of it shall be binding on and shall inure to the benefit of the Venturers and their respective legal representatives, heirs, successors and assigns, except as otherwise expressly provided for in this Agreement. C. Construction. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________. Whenever reference is made in this Agreement to a Venturer's Capital interest, the reference shall mean that Venturer's percentage Capital Interest under Section V-A. XIII. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XIV. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XV. Consent. Whenever the consent of any Venturer is required, that party agrees to exercise good faith in granting or withholding of the consent in a manner believed by the parties to be in the best interests of the Joint Venture. XVI. Amendment. This Agreement may be amended only by a written agreement executed by both of the Venturers. XVII. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________ _________________________ (P rinted name) (P rinted name) ________________________ _________________________ (Signature of JV-1) (Signature of JV-2) ________________________ (P rinted name) ________________________ (Signature of JV-3)