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  STACK METHOD — DRAFT TEMPLATE — NOT LEGAL ADVICE — ATTORNEY REVIEW REQUIRED
  Provided "as is," for education only. No liability accepted. [BRACKETS] = fill in.
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        CAPITAL CONTRIBUTION & MEMBER ADMISSION AGREEMENT

This Agreement is made [DATE] between [PROPERTY LLC NAME], LLC (the "Company") and
[SELLER NAME] ("Seller"). It admits Seller as a Member in connection with the
acquisition of [PROPERTY ADDRESS], and is governed by the Operating Agreement
(Doc 05). It is intended to occur in the SAME-DAY "second leg" of Closing.

1.  CONTRIBUTION. Concurrently with Closing, the Seller's Carried Amount of
    $[CARRY] (the unpaid portion of the Purchase Price under Docs 03/04) is
    contributed to the Company as a capital contribution.

2.  ADMISSION. In exchange, the Company admits Seller as a Member holding a [5]%
    Membership Interest and the Preferred Capital Account / Redemption Right equal to
    the Carried Amount, as set out in the Operating Agreement (Doc 05, §4 & §8).

3.  REDEMPTION AT BALLOON. The Company shall redeem the Seller's Carried Amount in
    full on or before the Balloon Date (Doc 05, §8), subject to the
    Balloon-Extension Addendum (Doc 12).

4.  NO CASH HELD. Seller acknowledges the Carried Amount is a CONTRIBUTION/CLAIM
    recorded on the Company's books, not a cash deposit held in the Company for the
    Seller's withdrawal. (See the Leverage and Cash Flow modules.)

5.  SUBORDINATION DISCLOSURE. Seller acknowledges the Carried Amount/Interest is
    SUBORDINATE to the Senior Loan and that Seller has received the Seller
    Disclosure & Acknowledgement (Doc 11).

6.  SECURITIES ACKNOWLEDGEMENT. Seller [is acquiring the Interest for the seller's
    own account / has been advised this may be a security]; the parties have
    consulted counsel as needed.

7.  INDEPENDENT ADVICE. Seller acknowledges the right to, and is encouraged to,
    obtain independent legal and tax counsel before signing.

Company (by Managing Member): ____________________  Date: ______
Seller: ____________________  Date: ______