===================================================================== STACK METHOD — DRAFT TEMPLATE — NOT LEGAL ADVICE — ATTORNEY REVIEW REQUIRED Provided "as is," for education only. No liability accepted. [BRACKETS] = fill in. MASTER RIDER: attach/incorporate into the PSA (03), Security Agreement (04), Operating Agreement (05), Note (07), and Assignment (10). These are aggressive, BUYER/SPONSOR-FAVORABLE protections. They are standard institutional terms, NOT traps — keep the Seller's core protections (full price, disclosure, 60-day cure -> 100%, balloon extension, independent counsel) intact so the deal stays win-win and defensible. Your attorney decides what is enforceable in your state. ===================================================================== BUYER / SPONSOR PROTECTIONS RIDER (Incorporated by reference into the Transaction Documents) This Rider is incorporated into and amends the document(s) it is attached to (each, a "Document"). If a Document conflicts with this Rider, this Rider controls in favor of [BUYER/SPONSOR] ("Buyer"), except where it would reduce a Seller protection expressly designated "Seller-Protective" (which survive). --------------------------------------------------------------------- A. EXECUTION & DEAL CONTROL (be able to perform and stay flexible) --------------------------------------------------------------------- A1. ASSIGNMENT. Buyer may assign or transfer any Document, in whole or part, to any entity, WITHOUT Seller consent; upon the assignee's assumption, the assignor is RELEASED from further liability. Buyer may take title in any entity it chooses. A2. DUE-DILIGENCE / FEASIBILITY. Buyer has a [21-45]-day feasibility period and may terminate for ANY reason or no reason, with FULL refund of earnest money. Buyer may extend feasibility once by [15] days on notice. A3. CLOSING EXTENSIONS. Buyer may extend Closing by up to [two (2)] periods of [15] days each on written notice [(each accompanied by additional refundable earnest money of $[___])]. A4. CONTINGENCIES IN BUYER'S DISCRETION. Closing is contingent on appraisal ≥ $[VALUE], financing acceptable to Buyer, clear/insurable title, and satisfactory inspection — each judged in Buyer's reasonable discretion. A5. ACCESS. Seller grants Buyer and its inspectors, appraisers, contractors, lenders, partners, and property managers reasonable access pre-Closing, and the right to show the Property to prospective lenders/partners. A6. SELLER COOPERATION. Seller will promptly sign commercially reasonable documents (estoppels, lender/title forms, entity and closing documents) and deliver leases, records, and information Buyer reasonably requests, before and after Closing. A7. TIME RUNS FROM RECEIPT. All Buyer time periods begin only when Seller delivers ALL requested items and clear title commitment; missing items toll the clock. A8. MEMORANDUM (optional). Buyer may record a Memorandum/Affidavit of this Agreement to give notice of its equitable interest; Buyer will release it on termination. --------------------------------------------------------------------- B. LIABILITY & RISK LIMITATION (cap the downside) --------------------------------------------------------------------- B1. BUYER'S SOLE EXPOSURE. If Buyer defaults under the PSA, Seller's SOLE and exclusive remedy is the earnest money as liquidated damages — no further liability, no specific performance against Buyer. B2. NON-RECOURSE. The Buyer entity's obligations are non-recourse to its members/ principals except for standard fraud/waste/misappropriation carve-outs. No personal guaranty unless separately and expressly given. B3. SELLER REPS, SURVIVAL & INDEMNITY. Seller represents title, authority, no undisclosed liens/litigation, condition disclosures, and tenant/lease accuracy; these survive Closing [12-24] months and Seller indemnifies Buyer for breaches and for all pre-Closing liabilities, liens, and claims. B4. AS-IS WITH OUT. Property taken AS-IS, but subject to Buyer's inspection right and termination per A2/A4; Buyer makes no warranty of condition. B5. CASUALTY/CONDEMNATION. On material casualty or taking before Closing, Buyer may terminate (refund) OR proceed and take the insurance/condemnation proceeds. B6. NO CONSEQUENTIAL DAMAGES. Neither party liable for consequential/punitive damages; remedies are as expressly stated. --------------------------------------------------------------------- C. ENTITY & OPERATIONAL CONTROL (Operating Agreement — Doc 05) --------------------------------------------------------------------- C1. MANAGING MEMBER CONTROL. Buyer is the sole Managing Member with full, exclusive authority over operations, leasing, capital decisions, financing, refinancing, sale, distributions, and the bank accounts. Seller is passive. C2. NO SELLER CONSENT for ordinary-course actions; Seller's consent is limited to the designated Seller-Protective covenants only (no new liens beyond senior + seller, no equity-stripping, no sale that doesn't pay Seller in full). C3. FEES TO BUYER. Buyer/affiliates may earn a market asset-management fee of [__]% and be reimbursed for Company expenses, paid ahead of member distributions. C4. OPERATING CASH FLOW to the Managing Member after debt service, taxes, insurance, HOA, management, maintenance, reserves, and any Seller payments due. C5. REFINANCE TIMING. Buyer has sole discretion over refinance timing within the balloon window and the extension window (Doc 12). C6. PROTECTIVE ADVANCES PRIORITY. Amounts Buyer advances to cure the senior loan, taxes, insurance, or emergencies accrue [__]% and are repaid to Buyer with priority, ahead of Seller's recovery. C7. DRAG-ALONG. On a sale or refinance that pays Seller's agreed amount in full, Buyer may require Seller to consent/cooperate; Seller may not block it. C8. NO PARTITION / NO FORCED DISSOLUTION by the passive Seller-Member. C9. ADMISSION/TRANSFER. Buyer may admit assignees/new members and transfer its interest; Seller's transfer is restricted ([ROFR/consent]). --------------------------------------------------------------------- D. FINANCING & PAYMENT (Note 07 / Security 04) --------------------------------------------------------------------- D1. PREPAYMENT. Buyer/Company may prepay any amount, anytime, WITHOUT penalty. D2. NOTICE & CURE. No Seller remedy arises until Seller gives written notice and the 60-day cure (or applicable cure) has run. Monetary cure ability is broad. D3. BALLOON AUTO-EXTENSION. On a Qualifying Event (Doc 12), the balloon extends automatically; Buyer elects timing within the window. D4. SELLER SUBORDINATION & STANDSTILL. Seller's interest is subordinate to the senior loan; Seller will sign subordination/standstill agreements the senior lender requires and will not interfere with the senior loan. D5. SUBSTITUTION / RELEASE. Buyer may substitute collateral or obtain release of Seller's interest upon paying Seller's agreed amount in full. D6. ESTOPPEL & PAYOFF COOPERATION. Seller will deliver estoppels/payoff statements within [5] business days on request. --------------------------------------------------------------------- E. DISPUTE RESOLUTION & ENFORCEMENT --------------------------------------------------------------------- E1. GOVERNING LAW / VENUE: [STATE/COUNTY favorable to Buyer]. E2. MEDIATION THEN ARBITRATION: disputes go to good-faith mediation, then binding arbitration ([JAMS/AAA]) in [VENUE]; [jury trial waived]. E3. PREVAILING-PARTY FEES: the prevailing party recovers attorney fees and costs. E4. SPECIFIC PERFORMANCE: available to BUYER against Seller; Seller's remedies are limited as stated (B1). E5. CONFIDENTIALITY & NON-CIRCUMVENTION: Seller keeps terms confidential and will not circumvent Buyer to deal directly with Buyer's lenders, partners, or assignees. --------------------------------------------------------------------- F. WIN-WIN GUARDRAILS (do NOT delete — these keep it fair & defensible) --------------------------------------------------------------------- F1. Seller receives full price, the agreed cash at closing, and payment in full at the balloon. F2. Seller-Protective covenants survive: 60-day cure -> 100% of the Company; balloon EXTENSION exists to make the Seller whole; no equity-stripping; no impermissible liens. F3. Seller Disclosure & Acknowledgement (Doc 11) delivered; Seller encouraged to obtain independent legal and tax counsel and given time to do so. F4. Nothing here is intended to mislead the Seller; all material terms are disclosed in writing. Buyer/Sponsor: ____________________ Date: ______ Seller (acknowledging incorporation): ____________________ Date: ______