Real Estate Contribution Agreement

REAL ESTATE CONTRIBUTION AGREEMENT

This Real Estate Contribution Agreement (Agreement) is made and entered into as of by and between the parties identified below.

Parties

Individual LLC Corporation Other

LLC Corporation Partnership Other

Property Identification and Contribution

Contributor agrees to convey, assign and transfer to Recipient, and Recipient agrees to accept, the Property described above together with all rights, privileges and appurtenances thereto (the Contribution), on the terms and subject to the conditions set forth in this Agreement.

Consideration and Financial Terms

The Contribution shall be made in exchange for: and payment/credit of $ (if any).

Representations and Warranties of Contributor

Contributor represents and warrants to Recipient as of the Effective Date and as of the Closing Date that:

1. Authority. Contributor has full power and authority to execute, deliver and perform this Agreement and to convey the Property free of undisclosed encumbrances.
2. Title. Contributor is the lawful owner of the Property and will convey good and marketable title at Closing, subject only to Permitted Exceptions disclosed in writing prior to Closing.
3. No Liens. Except as disclosed in writing, there are no recorded or unrecorded liens, mortgages, security interests, judgments, or other encumbrances affecting the Property.
4. Zoning and Compliance. To Contributor's knowledge, the Property complies with applicable zoning, land use, building and environmental laws and regulations.
5. No Pending Actions. There are no pending or threatened legal actions, proceedings, or claims affecting the Property or Contributor's ability to convey the Property.

Disclosures

The following conditions are disclosed by Contributor (check appropriate box):

Lead-based paint present: Yes No

Mold or water intrusion: Yes No

Prior structural damage or repairs: Yes No

Title, Surveys and Closing Deliverables

Closing shall occur on the Closing Date. At Closing, Contributor shall deliver a general warranty deed or other appropriate instrument of transfer conveying good and marketable title to the Property, free and clear of all liens and encumbrances except Permitted Exceptions. Contributor shall deliver an owner's policy of title insurance in an amount equal to the Contribution value, subject to standard exclusions.

Environmental and Hazardous Materials

Contributor represents that, to Contributor's knowledge, there has been no release, disposal, storage or generation of hazardous materials on the Property in violation of applicable environmental laws, except as disclosed in writing. Contributor shall provide any environmental reports in Contributor's possession. Contributor agrees to indemnify Recipient for any Environmental Claims attributable to acts or conditions existing prior to Closing.

Covenants and Further Assurances

Each party covenants to execute and deliver such further instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including obtaining required consents and recordable documents at Closing.

Indemnification and Remedies

Contributor agrees to indemnify, defend and hold harmless Recipient and its affiliates from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of Contributor's warranties, claims to title, undisclosed liens, or environmental liabilities attributable to events prior to Closing. Recipient's remedies for breach shall include specific performance, damages, and any other remedy available at law or equity.

Tax Matters

Unless otherwise agreed in writing, all transfer taxes, documentary stamp taxes and similar charges imposed by reason of the Contribution shall be paid by

Default; Remedies

If either party materially defaults in performance under this Agreement, the non-defaulting party shall provide written notice and a reasonable opportunity to cure. If the default is not cured within the cure period, the non-defaulting party may pursue any remedy available at law or in equity, including specific performance or monetary damages.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when personally delivered, delivered by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified mail.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. This Agreement constitutes the entire agreement between the parties with respect to the Contribution and supersedes all prior negotiations and agreements, whether written or oral.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be effective as originals.

Acknowledgment

Each party acknowledges that it has read this Agreement, had the opportunity to obtain independent legal advice, and understands the legal effect of this Agreement.

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