Real Estate Subscription Agreement

REAL ESTATE SUBSCRIPTION AGREEMENT

This Real Estate Subscription Agreement (the Agreement) is made as of by and between Issuer Name: with principal address (Issuer), and Subscriber Name: with address (Subscriber).

1. Property Identification

2. Subscription Terms

Subscriber hereby offers to subscribe for and purchase units at a purchase price of $ per unit, for a total subscription amount of $ (Subscription Amount).

Deposit due on or before and will be held in escrow by in accordance with the escrow instructions mutually agreed by the parties.

3. Closing; Possession; Conditions

Closing is conditioned upon: (a) Issuer's delivery of good and marketable title subject only to the permitted exceptions set forth in this Agreement, (b) completion of any financing contingency expressly set forth in Section 4, and (c) acceptance of this subscription by Issuer pursuant to Section 7. The parties acknowledge an inspection period of days following execution for due diligence.

4. Financing

This subscription is contingent on Subscriber obtaining financing on terms acceptable to Subscriber within days; not contingent on financing.

5. Representations and Warranties

Issuer represents and warrants that it has full authority to offer the subscription, that the property information provided is true and complete to Issuer's knowledge, and that there are no undisclosed material liabilities affecting the property other than those disclosed in writing to Subscriber prior to Closing.

Subscriber represents to Issuer that Subscriber has the authority to enter into this Agreement, has received and reviewed all documents and disclosures reasonably requested, and acknowledges that Subscriber is not relying upon any oral statements of Issuer except as expressly set forth in writing in this Agreement.

6. Disclosures

Lead-based paint present? Yes No

Known mold or water intrusion? Yes No

Prior material structural damage or repairs? Yes No

7. Acceptance; Issuer Rights

Issuer may accept or reject this subscription in whole or in part. Acceptance by Issuer shall occur upon execution by Issuer and delivery of written notice of acceptance to Subscriber. Upon acceptance and payment of the Subscription Amount, Subscriber shall become bound to the terms of ownership or membership set forth by Issuer's operating agreement or other governing documents.

8. Transfer Restrictions; Legends

Units or interests issued to Subscriber are subject to transfer restrictions, repurchase rights, and restrictive legends as set forth in Issuer's organizational documents. Subscriber agrees not to transfer any interest except in compliance with applicable securities laws and the terms of the organizational documents.

9. Default; Remedies

If Subscriber fails to close or pay amounts due when required, Issuer may retain the deposit as liquidated damages or pursue specific performance or other remedies. Subscriber shall have days to cure any default after written notice. Remedies are cumulative and not exclusive.

10. Indemnification; Insurance

Subscriber shall indemnify and hold Issuer harmless from any claims arising from Subscriber's breach, intentional misconduct, or negligence. Issuer shall maintain property insurance as required by the organizational documents; Subscriber is encouraged to obtain appropriate loss of income and liability coverage as applicable.

11. Notices

12. Confidentiality; Non-Reliance

All non-public information exchanged in connection with this Agreement shall be confidential. Subscriber acknowledges that no representations other than those set forth herein or in writing by Issuer have been relied upon and that Subscriber has had the opportunity to consult with legal and financial advisors.

13. Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. This Agreement, together with the organizational documents and any executed escrow instructions, constitutes the entire agreement between the parties and supersedes all prior understandings.

14. Miscellaneous

If any provision is held unenforceable, the remaining provisions remain in full force. This Agreement may be executed in counterparts and delivered electronically, each of which shall be deemed an original.

15. Acknowledgment of Risk

Subscriber acknowledges real estate investments involve substantial risk, including but not limited to market risk, environmental liabilities, and illiquidity. Subscriber confirms Subscriber's financial ability to bear the economic risk of this investment.

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