Real Estate Trading Company Agreement

REAL ESTATE TRADING COMPANY AGREEMENT

This Real Estate Trading Company Agreement (the Agreement) is made effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Company is engaged in the business of acquiring, holding, trading, and disposing of real property and related assets; and

WHEREAS, Counterparty desires to engage Company to act as its authorized trading and acquisition agent with respect to the Property described below, subject to the terms and conditions of this Agreement.

Property Identification

Scope and Appointment

Counterparty hereby appoints Company as its exclusive agent to source, evaluate, acquire, improve, market, trade, and/or dispose of the Property (the Services). Company shall act in a fiduciary capacity to the extent required by applicable law and subject to the duties and limitations set forth herein.

Term

The initial term of this Agreement shall commence on the Effective Date and continue until terminated by mutual written agreement or by either party upon thirty (30) days' prior written notice, subject to earlier termination as provided herein.

Financial Terms

Payment terms: Counterparty agrees to deliver deposit funds within business days of Company tendering a written purchase recommendation. Additional capital contributions shall be governed by Section "Capital Contributions."

Profit sharing: Net profits from the acquisition, operation, and disposition of the Property shall be distributed as follows: Company and Counterparty , subject to reimbursement of expenses and reserves.

Acquisition, Due Diligence, and Closing

Company shall conduct customary due diligence including, without limitation, title review, surveys, environmental assessments, inspection of physical condition, and financial analysis. Unless otherwise agreed, the inspection period shall be calendar days from the execution of the purchase contract.

Closing shall occur on or before unless the parties agree otherwise in writing.

Operations, Maintenance, and Disposition

Subject to the terms herein, Company shall manage day-to-day operations of the Property, arrange repairs, lease management, and prepare marketing for sale. Company shall obtain Counterparty approval prior to any single expenditure in excess of unless an emergency requires immediate action to prevent loss or liability.

Capital Contributions; Reserves

Counterparty shall fund any capital calls for acquisition, required repairs, or lender-required reserves in accordance with written notices from Company. Capital contributions shall be due within days of notice.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance will not violate any agreement, and that there are no undisclosed liabilities materially affecting the Property or the party's ability to perform.

Disclosures

Has the Counterparty knowledge of any of the following with respect to the Property?

Lead-based paint present: Yes No

Known mold, structural, or water intrusion damage: Yes No

Environmental contamination or prior remediation: Yes No

Default; Remedies

Upon material breach by a party, the non-breaching party shall provide written notice describing the breach and a thirty (30) day period to cure. If uncured, the non-breaching party may pursue all remedies at law or in equity, including specific performance where appropriate, and recover reasonable attorneys' fees and costs incurred in enforcing this Agreement.

Indemnification and Insurance

Each party shall indemnify and hold harmless the other from third-party claims arising from its negligence, willful misconduct, or material breach of its obligations hereunder. Company shall maintain general liability insurance in commercially reasonable amounts while performing Services.

Confidentiality

All non-public financial, operational, and proprietary information exchanged under this Agreement shall be held confidential and used solely for performance of the Services, except as required by law or with the disclosing party's written consent.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state identified for the Property. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or such other address as either party may designate by notice).

Additional Provisions

Confidential records, accounting statements, and books related to the Property shall be maintained by Company and made available to Counterparty upon reasonable request. Company shall deliver regular reports and accounting statements in accordance with the distribution schedule agreed by the parties.

Execution

The parties have executed this Agreement as of the Effective Date first written above.

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