Real Estate Partnership Agreement: Template for Property Investment, Development, and Management

CAPITAL CONTRIBUTIONS: Partner 1: $[AMOUNT] = [XX]% ownership interest Partner 2: $[AMOUNT] = [XX]% ownership interest Total equity: $[AMOUNT] ACQUISITION FINANCING: Partnership shall seek mortgage financing of approximately $[AMOUNT] ([XX]% LTV) for the acquisition of [PROPERTY ADDRESS]. Personal guarantees required from: [PARTNERS]. CAPITAL RESERVE: A capital reserve equal to [6] months of projected operating expenses shall be maintained at all times. Partners shall fund reserve within [30] days of closing. CAPITAL CALLS: Managing Partner may issue a capital call for: (a) Emergency repairs or safety hazards (immediate) (b) Capital improvements over $[XX,XXX] (30 days notice) (c) Reserve fund replenishment (60 days notice) If a Partner fails to fund a capital call within [30] days: (i) The funding Partner may advance the amount as a Partner Loan at [prime + 2%] interest; or (ii) The non-funding Partner's interest is diluted at [1.25x] the unfunded amount.

DISTRIBUTION WATERFALL (Operating Income): TIER 1 - OPERATING EXPENSES: Pay all property operating expenses, management fees ([8-10]% of gross rents), debt service, and capital reserves. TIER 2 - PREFERRED RETURN: Distribute to all Partners equally until each has received an [8]% annualized return on unreturned invested capital (cumulative, compounded quarterly). TIER 3 - RETURN OF CAPITAL: Distribute to Partners in proportion to their capital contributions until all capital is returned. TIER 4 - PROFITS: Distribute remaining cash flow: Managing Partner: [30]% | Passive Partners: [70]% SALE PROCEEDS: Upon sale of the Property, distributions follow the same waterfall applied to net sale proceeds after debt repayment and transaction costs.

AUTHORITY TIERS: Managing Partner sole authority: - Routine maintenance under $[X,XXX] per incident - Tenant communications and relationship management - Vendor selection for approved vendors list - Lease renewals at existing terms Joint approval required (majority of interests): - Capital improvements $[X,XXX] to $[XX,XXX] - New tenant leases and modifications - Non-routine expenses over $[X,XXX] - Adding or removing from approved vendors Unanimous consent required: - Capital improvements over $[XX,XXX] - Sale, refinancing, or additional encumbrance of the Property - Purchase of additional real property - Amendment of this Agreement

1031 EXCHANGE PROVISIONS: EXCHANGE RIGHT: Partners agree that upon sale of any Partnership property, the Partnership shall use commercially reasonable efforts to structure the transaction as a qualifying like-kind exchange under IRC Section 1031 if elected by Partners holding [majority] of interests. EXCHANGE DEADLINES: All Partners acknowledge and agree to comply with 1031 exchange timelines: identification of replacement property within 45 days of sale and closing within 180 days. PARTNER DISAGREEMENT: If any Partner prefers not to participate in the exchange, they may elect to receive their share of sale proceeds (subject to applicable capital gains taxes) while other Partners complete the exchange through a tenancy-in-common or alternative structure. Additional costs of split treatment shared proportionally. QUALIFIED INTERMEDIARY: Managing Partner shall appoint a qualified intermediary at least [15] days prior to any planned property sale.

REQUIRED INSURANCE (maintained at all times): Property Insurance: Replacement cost coverage for all improvements. Liability Insurance: Minimum $[1,000,000] per occurrence, $[2,000,000] aggregate. Umbrella policy: $[5,000,000]. Flood Insurance: If property in FEMA flood zone (required for federally-backed mortgage). Loss of Rents: [12] months of rental income. DEDUCTIBLES: Deductibles up to $[X,XXX] paid from operating reserves. Deductibles over $[X,XXX] funded by capital call. POLICY REQUIREMENTS: Partnership named as additional insured on all policies. Mortgage lender named as loss payee on property insurance. Certificates of insurance provided to all Partners annually.