Real Estate Apartments Partnership Agreement

REAL ESTATE APARTMENTS PARTNERSHIP AGREEMENT

Parties and Formation

This Real Estate Apartments Partnership Agreement (the "Agreement") is made effective as of by and between the undersigned parties who hereby form a partnership for the ownership, operation, financing and disposition of the Property described below.

Property Identification

Property Address:

Financial Terms and Contributions

Purchase Price (if acquisition is contemplated): Earnest Money / Deposit:

Schedule for Additional Capital Calls:

Allocations, Distributions and Accounts

Profits and losses of the Partnership shall be allocated in accordance with the ownership percentages unless otherwise stated herein. Preferred return, if any, shall be . Distributions shall be made as follows:

Management and Authority

Management of the Partnership shall be vested in the Partners. Routine day-to-day management decisions may be taken by . The following actions shall require unanimous written consent of the Partners: sale of the Property, refinancing that increases indebtedness by more than , amendment of this Agreement, or admission of additional partners.

Records, Accounting and Tax Matters

The Partnership shall maintain complete books and records at its principal office. Fiscal year shall end on . Tax allocations and filings shall be prepared by a qualified tax professional engaged by the Partnership and expenses shall be borne by the Partnership.

Environmental and Property Condition Disclosures

The Partners represent and warrant with respect to the Property as follows:

Lead-based paint present: Yes

Mold or moisture intrusion present: Yes

Prior structural or fire damage materially affecting habitability: Yes

If any of the above boxes are checked, describe the condition, remediation status and documentation below.

Transfer Restrictions; Right of First Refusal

No Partner may transfer its interest without first offering the interest to the other Partner(s) on the same terms. Any purported transfer in violation of this provision shall be null and void and of no effect.

Buy-Sell, Withdrawal and Death

In the event of a Partner's voluntary withdrawal, permanent incapacity, bankruptcy, or death, the remaining Partner shall have the option to purchase the departing Partner's interest pursuant to a valuation procedure to be agreed or, failing agreement, by independent appraisal.

Default; Remedies; Liquidation

A material default by a Partner, including failure to make required capital contributions within thirty (30) days of notice, shall entitle the non-defaulting Partner to remedies including but not limited to cure, specific performance, damages and, if uncured, forced sale or buyout pursuant to the terms set forth herein.

Indemnification and Insurance

The Partnership shall maintain commercial general liability, property, and other customary insurance. Each Partner shall indemnify the Partnership and the other Partner(s) for claims arising from that Partner's willful misconduct or gross negligence.

Representations and Warranties

Each Partner represents and warrants that: (a) the Partner has full power and authority to enter into this Agreement; (b) execution and performance will not violate any agreement or law to which the Partner is subject; and (c) all information provided to the Partnership is true and complete.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located. Any dispute arising under this Agreement shall be resolved first by good faith negotiation, then by mediation, and if unresolved, by binding arbitration in accordance with the rules mutually agreed by the Partners.

Notices

Notices under this Agreement shall be delivered to the addresses set forth above or to such other address as a Partner may designate by written notice to the other Partner. Notice is effective upon personal delivery or three (3) days after deposit in the United States mail, certified, return receipt requested.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may be amended only by a written instrument executed by all Partners.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid, the remainder shall remain in full force. Assignment: No Partner may assign its rights hereunder except as expressly permitted. Headings are for convenience only and do not affect interpretation.

Acknowledgment

Each Partner acknowledges that they have read this Agreement, understand its terms, have had the opportunity to seek independent legal and tax advice, and enter into this Agreement voluntarily.

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