Real Estate Syndication Agreement

REAL ESTATE SYNDICATION AGREEMENT

This Real Estate Syndication Agreement (the Agreement) is entered into as of by and between Sponsor Name: a organized entity (entity type: Individual LLC Corporation Partnership) with principal address (the "Sponsor"), and Investor Name: with principal address (the "Investor"). Sponsor and Investor are sometimes referred to herein collectively as the Parties.

RECITALS

WHEREAS, Sponsor has identified the real property and related assets described as: and further described in Exhibit A attached hereto (the "Property"), which Sponsor proposes to acquire, own, manage and operate;

WHEREAS, Investor desires to make a capital contribution to fund Sponsor's acquisition, rehabilitation, operation and disposition of the Property in exchange for an ownership interest and the allocation of profits and losses as set forth herein; and

WHEREAS, the Parties desire to set forth herein the terms and conditions governing the syndication, management, allocations, distributions and governance of the ownership of the Property.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereby agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Acquisition Costs" means all costs, fees, expenses and obligations incurred by Sponsor in connection with the acquisition of the Property, including but not limited to purchase price, due diligence costs, financing fees, third‑party reports and closing costs.

"Capital Contributions" means the cash and other property contributed by the Parties to the venture as set forth in Section 3.

2. FORMATION AND PURPOSE

2.1 Formation. The Parties shall form and operate a co‑ownership or limited liability vehicle (the "Syndicate") for the sole purpose of acquiring, holding, operating, improving and disposing of the Property and related activities incidental thereto. The Syndicate's business shall be limited to the transactions and activities authorized by this Agreement.

2.2 Term. The term of the Syndicate commences on the Effective Date and shall continue until the earliest to occur of (a) disposition of the Property and final distribution of proceeds, (b) dissolution by operation of law, or (c) termination as provided in Section 13.

3. CAPITAL CONTRIBUTIONS

3.1 Initial Contributions. Investor shall contribute to the Syndicate the amount set forth below as the Investor's initial capital contribution:

3.2 Additional Capital. No Party shall be required to make additional capital contributions except as expressly provided in this Agreement or agreed in writing by the Parties. Any additional capital accepted shall be treated as a contribution and shall adjust the contributing Party's percentage interest as agreed at the time of contribution.

3.3 Capital Accounts and Percentage Interests. A capital account shall be maintained for each Party in accordance with generally accepted accounting principles. The Percentage Interest of each Party shall be determined by reference to capital contributions and shall be recorded in the Syndicate's books.

4. ALLOCATIONS, DISTRIBUTIONS AND PREFERENCES

4.1 Preferred Return. Investor shall be entitled to a preferred return on its contributed capital at the annual rate of percent, compounded and calculated on a cash basis prior to any promote or carried interest to Sponsor.

4.2 Distributions. Distributable Cash shall be distributed as follows: (a) first, to the payment of Syndicate expenses and liabilities; (b) second, to the Investor to satisfy any accrued Preferred Return; (c) third, to return of capital until Investor receives its contributed capital; and (d) thereafter, profits shall be split (Investor/Sponsor), except that Sponsor shall be entitled to a promote equal to of distributions above agreed hurdle amounts.

4.3 Management Fee; Transaction Fees. Sponsor may receive a management fee in the amount of per annum of gross revenue and/or a one-time acquisition fee in the amount of and a disposition fee in the amount of . All such fees shall be disclosed and accounted for in the Syndicate's financial statements.

5. MANAGEMENT; AUTHORITY

5.1 Sponsor Authority. Sponsor shall have exclusive authority to manage the day-to-day operations of the Syndicate and to make decisions regarding leasing, capital improvements, financing, sale, refinancing and other ordinary and necessary actions, subject to the material consent rights of Investor described in Section 5.3.

5.2 Duties and Standard of Care. Sponsor shall perform its duties in good faith and with the care an ordinarily prudent real estate syndicator would use in similar circumstances. Sponsor shall not be liable to the Syndicate for losses resulting from actions taken in good faith, absent gross negligence, willful misconduct or fraud.

5.3 Investor Consent Rights. Investor shall have approval rights over the following matters: (a) any sale or refinancing of the Property; (b) any amendment to the budget increasing approved capital expenditures by more than ; and (c) admission of new investors; provided, however, that Sponsor shall provide timely notice and documentation to Investor to permit informed consent.

6. REPRESENTATIONS AND WARRANTIES

6.1 Sponsor Representations. Sponsor represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) all necessary organizational approvals have been obtained; (c) to Sponsor's knowledge, there are no adverse judgments or pending actions that would materially impair its performance under this Agreement; and (d) Sponsor will act in compliance with applicable securities laws in connection with offers or sales of interests.

6.2 Investor Representations. Investor represents and warrants that: (a) Investor has full power and authority to enter into this Agreement; (b) the execution and performance of this Agreement will not violate any agreement to which Investor is party; (c) Investor is acquiring its interest for investment purposes only and not with a view to the public distribution thereof; and (d) if required, Investor qualifies as an accredited or institutional investor under applicable securities laws.

7. TRANSFERS; RIGHTS OF FIRST REFUSAL

7.1 Transfer Restrictions. Except as permitted by this Agreement, no Party shall transfer, assign or encumber its interest in the Syndicate without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

7.2 Right of First Refusal. If a Party desires to transfer its interest, it shall first offer the interest to the non‑transferring Party on the same terms and conditions as proposed to a third party. If the non‑transferring Party fails to accept the offer within thirty (30) days, the transferring Party may proceed subject to the terms of this Agreement.

8. INDEMNIFICATION; INSURANCE

8.1 Indemnification by Sponsor. Sponsor shall indemnify and hold harmless the Investor from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Sponsor's gross negligence, willful misconduct or material breach of this Agreement.

8.2 Insurance. The Syndicate shall procure and maintain insurance customary for the type and size of the Property, including liability, property and hazard insurance in commercially reasonable amounts, naming the Syndicate and Parties as insureds where appropriate.

9. BOOKS, RECORDS AND REPORTS

9.1 Records. The Syndicate shall maintain complete and accurate books and records reflecting all material matters, including capital accounts, receipts, disbursements and material contracts. Such books and records shall be maintained at the Syndicate's principal office.

9.2 Financial Reports. Sponsor shall deliver to Investor quarterly financial statements and an annual report including a statement of operations, balance sheet and capital account reconciliation within ninety (90) days after the end of each fiscal year.

10. CONFIDENTIALITY

Each Party shall keep confidential all nonpublic information relating to the Syndicate and the other Party's business and shall not disclose such information except as required by law, regulation or court order or to advisors who have a duty of confidentiality.

11. TAX MATTERS

The Parties shall allocate tax items in accordance with applicable tax law and regulation. Each Party shall furnish such information and execute such documents as reasonably required to prepare tax returns or other filings. The Parties shall cooperate in the preparation of any information statements required by tax authorities.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a written instrument signed by the Parties hereto.

12.2 Waiver. No failure or delay by any Party in exercising any right shall operate as a waiver of such right unless in writing and signed by the waiving Party.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

13. TERMINATION

This Agreement may be terminated upon the mutual written consent of the Parties or upon the occurrence of events set forth herein including sale and final distribution of proceeds, judicial dissolution, or material breach not cured within thirty (30) days after written notice.

14. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party designates by written notice.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles.

15.2 Entire Agreement. This Agreement (including any exhibits and schedules) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

16. MISCELLANEOUS PROVISIONS

16.1 Remedies. The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. Any breach causing irreparable harm shall entitle the non-breaching Party to injunctive relief in addition to damages.

16.2 Further Assurances. Each Party shall execute and deliver such instruments and take such actions as may be reasonably required to carry out the provisions and purposes of this Agreement.

EXHIBIT A — PROPERTY DESCRIPTION

REPRESENTATIONS ACKNOWLEDGMENT

By signing below, each Party acknowledges that it has read and understands this Agreement, had the opportunity to consult with counsel, and represents that the information provided herein is true and accurate to the best of its knowledge.

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