Co-Investing Joint Venture Agreement

CO-INVESTING JOINT VENTURE AGREEMENT

This Co-Investing Joint Venture Agreement (the "Agreement") is made and entered into as of Day Month Year by and between Lead Investor Name: , Entity Type: Individual Corporation LLC Partnership Other: Tax ID/EIN: , Address: ; and Co-Investor Name: , Entity Type: Individual Corporation LLC Partnership Other: Tax ID/EIN: , Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties desire to co-invest for the purpose of acquiring, holding, managing and disposing of certain investments described herein and to set forth their respective rights and obligations with respect to the joint financing, ownership, management and disposition of such investments; and

WHEREAS, the Parties intend that this Agreement govern the formation and operation of the joint venture, the capital contributions to be made by each Party, the allocation of profits and losses, rights of transfer, governance procedures and related matters.

WHEREAS, the Parties desire to set forth in writing their agreement regarding the manner in which they will proceed with the co-investment opportunities identified in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Joint Venture" means the co-investing arrangement formed by this Agreement for the investment(s) described in Section 2. 1.2 "Capital Contribution" means cash or other property contributed by a Party pursuant to Section 3. 1.3 "Major Decision" means any action enumerated in Section 5.3 that requires unanimous or supermajority approval. Defined terms used in this Agreement shall have the meanings set forth herein unless the context otherwise requires.

2. FORMATION AND PURPOSE

2.1 Formation. The Parties hereby form a joint venture relationship for the purpose described in this Agreement. The Parties acknowledge that the Joint Venture is not intended to be a separate legal entity unless the Parties expressly agree in writing to form a separate entity to hold investments.

2.2 Purpose. The Joint Venture's primary purpose is to identify, evaluate, acquire, manage, improve and disposition investments consistent with the investment objectives described in the Investment Objectives field below.

3. CAPITAL CONTRIBUTIONS; INITIAL COMMITMENTS

3.1 Initial Contributions. Each Party shall make an initial capital contribution to the Joint Venture in the amounts set forth below and in any contribution schedules agreed by the Parties. Failure to make required contributions shall constitute a default under this Agreement.

3.2 Additional Contributions. No Party shall be required to make additional Capital Contributions except as expressly agreed in writing. Any additional contributions shall be made in accordance with agreed schedules and shall bear interest or other terms only if expressly provided herein.

4. OWNERSHIP INTERESTS; ALLOCATIONS

4.1 Ownership Percentage. Ownership interests in the Joint Venture shall be allocated in proportion to the Parties' respective capital contributions, subject to any adjustments agreed in writing by the Parties.

4.2 Allocations. Profits, losses, tax items and other distributable items shall be allocated to the Parties in accordance with their respective ownership percentages, except as otherwise required by applicable tax law or as otherwise agreed in a signed writing.

5. MANAGEMENT; DECISION MAKING

5.1 Management. The Parties shall manage the Joint Venture as set forth in this Agreement. Unless otherwise provided, day-to-day management shall be conducted by the Managing Party designated in writing by mutual agreement of the Parties.

5.2 Authority. Neither Party may bind the Joint Venture to obligations outside the ordinary course of business without the prior written consent of the other Party, except as provided in this Agreement.

5.3 Major Decisions. The following actions shall constitute Major Decisions and shall require the unanimous written consent of the Parties unless otherwise specified: (a) sale, refinance or disposition of all or substantially all Joint Venture assets; (b) admission of additional equity investors or transfer of ownership interests; (c) approval of annual budgets that vary from the prior approved budget by more than an agreed threshold; (d) incurrence of indebtedness above the agreed borrowing limit; and (e) amendment of this Agreement.

6. DISTRIBUTIONS

6.1 Timing; Priority. Distributions of available cash, if any, shall be made at such times and in such amounts as the Parties shall determine in accordance with the approved budgets and subject to reserves for liabilities and working capital. Distributions shall be made pro rata in accordance with Ownership Percentages after satisfaction of any priority returns, if expressly set forth in writing.

7. RESTRICTIONS ON TRANSFER

7.1 General Restriction. Except as otherwise expressly provided herein, no Party may sell, assign, pledge, encumber or otherwise transfer any of its rights or obligations under this Agreement or any ownership interest in the Joint Venture without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

7.2 Permitted Transfers. Transfers to affiliates or to permitted assignees upon which the transferring Party obtains an enforceable assumption of obligations may be permitted provided the transferee agrees in writing to be bound by the terms of this Agreement.

8. BOOKS, RECORDS AND ACCOUNTING

8.1 Records. The Joint Venture shall maintain complete and accurate books and records of account and shall deliver financial statements to the Parties in accordance with the reporting schedule set forth below.

9. TAX MATTERS

9.1 Tax Treatment. The Parties shall cause the Joint Venture to be taxed in the manner agreed in writing. Each Party shall report its allocable share of tax items in accordance with applicable law and this Agreement. The Parties shall cooperate in preparing and filing tax returns and provide each other with such information as reasonably required for tax compliance.

10. CONFIDENTIALITY

10.1 Confidential Information. Each Party shall keep confidential all non-public information disclosed by the other Party in connection with the Joint Venture and shall not disclose such information to third parties except as required by law or as necessary to perform obligations under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

11. REPRESENTATIONS AND WARRANTIES

11.1 Each Party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement will not violate any other agreement to which it is a party; and (c) no consent of any third party or governmental authority is required for such Party to perform its obligations hereunder except as disclosed in writing.

12. INDEMNIFICATION

12.1 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of such Party's representations, warranties or covenants in this Agreement or from such Party's gross negligence, willful misconduct or material breach of this Agreement.

13. TERM; TERMINATION; DISSOLUTION

13.1 Term. This Agreement shall continue in effect until terminated pursuant to the terms hereof or by mutual written agreement of the Parties.

13.2 Dissolution. Upon the occurrence of a voluntary termination or a termination event as defined herein, the Parties shall wind up the affairs of the Joint Venture, liquidate the assets in an orderly fashion and distribute net proceeds in accordance with Section 4, subject to reserves for claims, liabilities and expenses.

14. NOTICES

14.1 All notices, demands or communications required or permitted hereunder shall be in writing and shall be delivered by hand, by certified mail (return receipt requested), or by overnight courier to the addresses set forth below or to such other address as a Party may designate by notice to the other Party.

15. AMENDMENT; WAIVER

15.1 Amendment. This Agreement may be amended only by a written instrument executed by both Parties. 15.2 Waiver. No failure or delay by any Party in exercising any right shall operate as a waiver of that right unless evidenced in a written instrument signed by the waiving Party.

16. GOVERNING LAW

16.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to principles of conflicts of law.

17. ENTIRE AGREEMENT

17.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, relating to such subject matter.

18. SEVERABILITY

18.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such provision shall be severed and the remaining provisions shall continue in full force and effect.

19. COUNTERPARTS

19.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective to bind the signing Party.

20. MISCELLANEOUS

20.1 Remedies. Except as otherwise provided, the rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 20.2 Relationship of Parties. The Parties are independent parties and nothing in this Agreement shall be deemed to create an agency, partnership or employment relationship other than the Joint Venture relationship contemplated herein.

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