Real Estate Investment Final REI

REAL ESTATE INVESTMENT FINAL REI

Parties and Recitals

Investor Name:

Individual LLC Corporation Partnership

Sponsor Name:

Individual LLC Corporation Partnership

WHEREAS, Investor has agreed to commit capital to acquire, develop and/or manage the real property identified as: Property Description: (the "Property"); and

WHEREAS, Sponsor has experience in sourcing, structuring and managing real estate investments and will act as sponsor or manager to carry out the Project described herein; and

WHEREAS, the parties desire to set forth the final terms of their investment arrangement in this binding agreement effective as of Effective Date: .

Scope of Work / Project Scope

The Sponsor shall perform or cause to be performed the acquisition, development, renovation, leasing, management and disposition activities described below. Sponsor duties include securing permits, engaging contractors, managing capital expenditures, and providing periodic reporting to Investor pursuant to the reporting schedule in this Agreement.

Payment Terms

Payment Due Days after Invoice: . Any payment not received within the stated period shall be subject to the following late fee.

Distribution Waterfall, Preferred Returns, Management Fees, and other allocation mechanics shall be governed by the separate operating agreement or subscription documents executed contemporaneously with this Final REI and incorporated herein by reference where applicable.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach of a covenant or representation that remains uncured for Notice Period: days after written notice. Upon termination, the parties shall reconcile accounts, make final distributions in accordance with the applicable allocation provisions, and promptly convey any required documentation to effectuate wind-down.

Confidentiality

Each party acknowledges that in connection with the negotiation and performance of this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Each party shall: (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted herein, and (c) use Confidential Information solely for purposes of performing obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the receiving party or is rightfully received from a third party without restriction.

Permitted disclosures include disclosures to a party's affiliates, legal counsel, accountants, lenders and prospective buyers or investors provided that such recipients are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

Representations; Remedies

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms. Remedies available to an aggrieved party shall include specific performance, injunctive relief and any other remedy available at law or in equity.

Entire Agreement

This Agreement, together with any exhibits, schedules, operating agreements, subscription documents and other documents executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings and negotiations. No amendment shall be effective unless in writing and signed by both parties.

Additional Provisions

Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary, and the remaining provisions shall continue in full force and effect.

Enforcement Costs: The prevailing party in any action to enforce this Agreement shall recover reasonable attorneys' fees and costs from the non-prevailing party.

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