TENANCY-IN-COMMON AGREEMENT

THIS TENANCY-IN-COMMON AGREEMENT ("Agreement") is made and entered into as of _______________, 20   , by and among ,                                       (""), and                              (“”)                                                                                                               are referred to herein collectively as "Co-Owners" and individually as "Co-Owner."
The Co-Owners agree as follows:
I.	Property. The Co-Owners will own that certain real property and improvements
located in the City                    s ("State"), more particularly described on Exhibit A, attached hereto and incorporated herein by this reference (the "Property").
2.	Declaration of Ownership. The Co-Owners intend their relationship with respect to the Property to be characterized as a tenancy in common under State and Federal law. During the term of this Agreement, each Co-Owner shall hold title to the Property (either directly or through a disregarded entity) as a tenant in common. No provision of this Agreement is intended to be construed as creating or establishing a partnership, joint venture, or other business entity. Accordingly, no Co-Owner shall be authorized to: (a) file on behalf of the Co-Owners a partnership or corporate tax return; (h) conduct any active business under a common trade name referring to the Co-Owners or the Property; (c) execute an agreement identifying any or all of the Co-Owners as partners, shareholders, or members of a business entity; (d) otherwise hold out this relationship to any third party as a partnership or other form of business entity; or (e) occupy or use the Property at any time during the term of this Agreement.
3.	Ownership Interests. The names of the Co-Owners and their respective undivided interests in the Property ("Ownership Interest") shall be fifty percent (50%) for each Co-Owner.  As used herein, the term "Ownership Percentage" means the percentage of Ownership Interest in the Property held by a Co-Owner subject to this Agreement.  Each Co-Owner agrees to maintain at least a ten percent (10%) Ownership Percentage in the Property at all times. Additionally, any party acquiring a Co-Owner interest after the date hereof shall not be entitled to acquire such interest nor shall any Co-Owner be entitled to transfer such interest, unless such transferee has a financial strength of at least equal to that of the transferring Co-Owner. Notwithstanding the foregoing, any Co-Owner may convey all or any portion of its interest to an entity controlled by such Co-Owner.
4.	Financial Matters
	4.1	Payments to Co-Owners. None of the Co-Owners nor their agents or
representatives shall he entitled to any compensation for management or other services rendered in connection with the Property unless such compensation is expressly authorized and agreed to by unanimous consent of the Co-Owners.
	4.2	Revenue Expenses, Deductions and Distributions.	The revenues,
expenses, distributions, and tax allocations from the ownership, operation, maintenance, and any sale of the Property shall be shared by the Co-Owners in proportion to their Ownership Percentage.

				

	4.3	Contributions.  Periodically, the Co-Owners (or a manager, if authorized
to do so) will unanimously determine the additional funds necessary to provide for any expenses with respect to the ownership, operation, and maintenance of the Property. Each Owner shall pay an amount proportionate to the Owner's Ownership Percentage within 30 days following receipt of written notice that such payment is due.
	4.4	Disbursements Upon Sale. Proceeds received from any sale or refinancing
of the Property, or from the condemnation or destruction of any of the Property, after such Proceeds have been used to pay (a) any encumbrance or indebtedness on the Property, (b) anticipated expenses, and (c) reasonable reserves for contingencies as determined by the Co-Owners, will be disbursed to the Co-Owners in proportion to their respective Ownership Percentages.
	4.5	Sale of the Property. Upon the unanimous consent of the Co-Owners
pursuant to Section 6.2(a) below, the Property shall be sold and the net proceeds distributed to the Owners under the terms of Section 4.4 above.
	4.6	Distributable Cash. No less frequently than quarterly, the Co-Owners
shall unanimously determine (or a manager, if authorized to do so) the net cash flow available for distribution ("Distributable Cash"), considering revenue from all sources, ownership, operations, and maintenance expenses of the Property, and such working capital or reserves as may be reasonably necessary. Distributable Cash shall be disbursed no less frequently than quarterly.
	4.7	Co-Owner Advances. A Co-Owner shall have no right to advance funds
to any other Co-Owner to meet expenses in connection with any Co-Owner's Ownership Interest, except pursuant to the terms set forth in Section 5 governing Co-Owner Advances.
5.	Default. Failure of any Co-Owner to pay such Co-Owner's proportionate share of
any amount within 10 days following receipt of written notice that such payment is due shall give the other non-defaulting Co-Owners the right to purchase the defaulting Co-Owner's interest in the Property on the terms and conditions provided in Section 7.3. Alternatively, any other Co-Owner shall have the right, but not the obligation during such time as the defaulting Co-Owner is in default, to advance an amount of money equal to the amount of the payment the delimiting Co-Owner was required to make ("Co-Owner Advance"). A Co-Owner Advance shall cure any default to which it is applied. The parties hereto agree that any Co-Owner Advance shall he a recourse loan to the defaulting Co-Owner (or to the sole owner of the defaulting Co-Owner if a disregarded entity), which loan shall bear interest at the greater of the highest lawful rate or 15% per annum, and shall be payable on demand and in any event within thirty (30) clays from the date of the advance; provided, however, that such loan shall be unsecured and payable only out of excess cash flow from the Property (i.e., after payment of all operating expenses for the Property). Until such Co-Owner Advance and any accrued and outstanding interest is repaid in full, any distribution or proceeds payable to the defaulting Co-Owner with respect to such Co-Owner's interest in the Property shall be made to the advancing Co-Owner until repaid in full. Amounts paid to the advancing Co-Owner shall be treated by the parties as having been paid to the defaulting Co-Owner and thereafter paid by the defaulting Co-Owner to the advancing Co-Owner.

6.	Management and Activities
6.1	In General. The Co-Owners agree that the Property should be maintained
as commercial rental property. To that end, the Co-Owners shall have the right to approve the hiring of one or more managers (as further provided hereunder) to, without [imitation, maintain a common bank account for the collection and deposit of rents and to offset expenses associated with the Property against any revenues before disbursing each Co-Owner's share of Distributable Cash, arrange for the execution of new leases and amendment of existing leases, pay any indebtedness secured by any blanket lien on the Property, prepare statements for the Co-Owners showing their shares of revenue and costs from the Property, obtain or modify insurance on the Property, and to negotiate modifications of the terms of any lease or any indebtedness encumbering the Property, subject to the approval of the Co-Owners and the limitations set forth. in this Agreement. The Co-Owners' activities shall be limited to those customarily performed in connection with the maintenance and repair of rental real property. In determining the Co-Owners' activities, all activities of the Co-Owners, their agents, and any persons related to the Co-Owners with respect to the Property will be taken into account, whether or not those activities are performed by the Co-Owners in their capacities as Co-Owners. However, activities of a Co-Owner or a related person with respect to the Property (other than in the Co-Owner's capacity as a Co-Owner) will not be taken into account if the Co-Owner owns an undivided interest in the Property for less than 6 months.
6.2	Limitations on Powers of Manager. Notwithstanding any other provision
of this Agreement or any separate management contract, each of the following activities shall require the unanimous consent of the Co-Owners:
(a)	the hiring of any manager, or the negotiation of any management contract (or any extension or renewal of such contract);
(b)	the sale or other disposition of the Property;
(c)	any leases or re-leases of a portion or all of the Property; and
(d)	the creation or modification of a blanket lien on the Property, or any negotiation or renegotiation of indebtedness secured by a blanket lien secured by the Property.
Except as otherwise stated in this Agreement, all other actions taken on behalf of the Co-Owners by a manager and requiring the approval of the Co-Owners pursuant to the applicable management agreement shall be approved by a vote of Co-Owners holding more than fifty percent (50%) of the outstanding Ownership Percentages. A Co-Owner who has consented to an action in conformance with this Section 6 may provide the manager or other person a power of attorney to execute a specific document with respect to such action.
6.3	Management and Brokerage Agreements. The determination of any fees
paid by the Co-Owners to a manager shall not depend in whole or in part on the income or profits derived by any person from the Property, and shall not exceed the fair market value of the manager's services. Any fee paid by the co-ownership to a broker must be comparable to fees paid by unrelated parties to brokers for similar services. Management or brokerage agreements

approved by the Co-Owners shall be renewable no less frequently than annually, and may be entered into with an agent, who may be the sponsor or a Co-Owner (or any person related to the sponsor or a Co-Owner), but who may not be a lessee.
7.	Transfers of Ownership Interest
7.1	Transfers in General. Subject to the terms of this Section 7, each Co-.
Owner shall have the right to transfer, partition, and encumber the Co-Owner's undivided interest in the Property without the agreement or approval of any person.
7.2	Sale of Interest
7.2.1 Prior to the offer to sell all or any portion of an Ownership Interest to a person not already a party to this Agreement ("Offered Interest"), the selling Co-Owner (the "Selling Co-Owner") shall first offer the Selling Co-Owner's Ownership Interest in the Property to the remaining Co-Owners ("Continuing Co-Owners") in the manner provided in this Section 7.2. Any sale of all or any portion of an Ownership Interest in violation of the terms of this Agreement shall constitute a material breach of this Agreement; provided that this Section 7.2 shall not apply to the transfer of all or any portion of a Co-Owner's interest to any entity controlled by that Co-Owner.
7.2.2 Notice of Intent to Sell. Upon a determination to sell, the Selling Co-Owner shall deliver written notice ("Offer Notice") to the Continuing Co-Owners of its intent to sell the Offered Interest ("Initial Offer Notice"). For thirty (30) days following delivery of the Initial Offer Notice (the "Initial Offer Period"), the Continuing Co-Owners shall have the option to purchase the Offered Interest in proportion to their respective Percentage Interests. If some, but not all, of the Continuing Co-Owners elect to purchase the Offered Interest during the Initial Offer Period, the Selling Co-Owner shall offer the residue of the Offered Interest to the Continuing Co-Owners that accepted in accordance with their respective Ownership Percentages. This process shall be repeated (each, a "Successive Offer Period") until the Selling Co-Owner has received offers to purchase the entire Offered Interest, or until no further portion of the Offered Interest is accepted. Each Successive Offer Period shall be for 5 days following delivery of an Offer Notice. As used herein, the portion of the Offered Interest to be acquired by the Continuing Co-Owners is referred to as the "Purchased Interest." Promptly, upon resolution of the procedure set forth in this Section 7.2.2, the Continuing Co-Owners shall open escrow at a title company mutually acceptable to them ("Escrow"). Any residue of the Offered Interest which is not acquired by the Continuing Co-Owners may be sold to a third party provided that such transferee becomes a party to this Agreement.
7.2.3 Determination of Fair Market Value. The value of the Purchased Interest shall be determined multiplying the percentage ownership in the Property represented by the Purchased Interest by the fair market value of the Property as of the time of sale. During the Initial Offer Period, the parties shall negotiate in good faith to determine the fair market value of the Property. IF the parties cannot agree on the fair market value of the Property within ten (10) days following the conclusion of the procedures set forth in Section 7.2.2 above, the parties shall mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the previous five (5) years in the appraisal of comparable properties located in the County of

Pierce to determine the fair market, value of the Property. If the parties cannot agree on appointment of a certified MA appraiser and/or cannot agree on the fair market value of the Property based on the appraisers recommendations, then the matter shall be determined by arbitration in accordance with Section 9.3 below.
7.2.4 Closing. The Escrow for the sale of the Purchased Interest shall close on a date mutually agreed to by the parties, unless no agreement can be reached, in which case the sale will close 45 days after the later of: (a) the date the parties reached agreement on the fair market value of the Property or (b) the date of the arbitrator's determination of fair market value. The participating Continuing Co-Owners shall pay their respective share of the purchase price in cash at the closing. The Selling Co-Owner shall deliver a warranty deed conveying the property free and clear of any lien or encumbrance that was created or suffered by the selling Co-Owner that is not also applicable to the other Remaining Co-Owners. The Selling Co-Owner must pay for an ALTA standard policy of title insurance. Any transfer taxes must be paid by the Selling Co-Owner. Real property taxes and rents will be prorated to the day of closing. The sale will close in escrow and the Selling Co-Owner must pay one-half of any closing costs; the purchasing Co-Owners must pay the other half in proportion to the interest in the Property they are purchasing from the Selling Co-Owner.
7.2.5 Execute Agreement Counterpart. The transferee of any ownership interest and the incoming Co-Owner must execute an amendment to this Agreement with appropriate changes to Exhibit B.
7.3	Right to Purchase Following Default. In the event of a default by a Co‑
Owner under Section 5 that remains uncured for a period of thirty (30) days following receipt of written notice of such default, the other non-defaulting Co-Owners may, in a written notice sent to all of the Co-Owners ("Termination Notice"), elect to purchase the entire interest of the defaulting Co-Owner in accordance with Section 7.2 above, except that the Termination Notice shall serve as the Offer Notice.
7.4	Right to Purchase  Following Bankruptcy. To avoid the inequity of a
forced sale and the potential adverse effect on the investment of the other Co-Owners, the Co-Owners agree that the Co-Owner subject to an Event of Bankruptcy (as defined below) shall be required to follow the buy-sell procedure set forth above in Section 7.2. The Co-Owners agree that the following shall constitute an -Event of Bankruptcy" with respect to any Co-Owner (and in any of its successors-in-interests): if a receiver, liquidator or trustee is appointed for any Co-Owner, if any Co-Owner becomes insolvent, makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due, if any petition for bankruptcy, reorganization, liquidation or arrangement pursuant to Federal bankruptcy law, or similar Federal or state law shall be filed by or against, consented to, or acquiesced in by, any Co-Owner, provided. however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to such by Co-Owner then, upon the same not being discharged, stayed or dismissed within thirty (30) days thereof.
	8.	Termination of Tenancy in Common Agreement
8.1	Events of Termination. Subject to any limitation set forth elsewhere in
this Agreement, this co-tenancy Agreement will continue until terminated by the occurrence of one of the following events:
(a)	the sale of the Property as a whole to a single purchaser; or

(b)	the unanimous agreement of the Co-Owners to terminate this
Agreement.
8.2	Effect  on Obligations. Termination shall not affect the rights or
obligations of the Co-Owners that arose before such termination.
	9.	Miscellaneous Provisions
	9. 1	Leases. All leases must be bona fide leases for federal tax purposes.
Rents paid by a lessee shall reflect the fair market rental value of the Property. The determination of the rent amount must not depend in whole or in part on the income or profits derived by any person from the leased Property (other than fixed income based on a fixed percentage or percentages of receipts or sales), cash flow, increases in equity, or similar arrangements.
	9.2                      	Notices. All notices, demands, requests for payments and other
communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be (a) personally delivered; (b) sent by overnight courier (such as Federal Express);
(c) sent by facsimile; or (d) sent by registered or certified United States mail, postage prepaid, return receipt requested. Notices and other communications shall be deemed to have been given on the earlier of actual receipt or, in the case of delivery by overnight courier, on the first business day after delivery by the sending party to such courier or, in the case of such mailing by United States mail, the fourth business day after the date so mailed. If a notice is sent by facsimile, a copy of the notice shall be sent by U.S. mail within two (2) business days following transmission of the facsimile. Notices shall be addressed as follows:

7

9.3	Arbitration. The parties hereto agree to submit to binding arbitration any
controversy or claim arising out of or related to this Agreement, or any claimed breach of this Agreement. A single arbitrator chosen by mutual consent of the parties will hear the arbitration. The arbitration will be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. The arbitrator will conclude the arbitration and issue an award no later than 180 days following service of the demand for arbitration by either of the parties. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction. The prevailing party will be entitled to an award of all its arbitration fees and costs, including reasonable attorney fees, expert witness fees and costs.
9.4	Attorney Fees. In the event of suit, action, or arbitration to enforce any of
the terms of this Agreement, the prevailing party or parties will be awarded such sum as the court may adjudge reasonable as attorney fees and costs, including expert witness fees, in such suit, action, 

or arbitration and in any appeal therefrom.
9.5	Binding Effect. This Agreement will be binding upon and will inure to the
benefit of each of the Co-Owners, their respective heirs, executors, administrators, legal representatives, successors, and assigns.
9.6	Recordation. The parties may record this Agreement or a memorandum of
this Agreement in the deed records of the country in which the Property is located. In such event, this Agreement will run with the land.
9.7	Amendment. This Agreement may be amended at any time only by the
Co-Owners by a writing executed by all such Co-Owners.
9.8	Integration. This Agreement contains the entire agreement of the Co‑
Owners and supersedes all prior and contemporaneous agreements between them with respect to the co-tenancy. Except as fully set forth herein, there are no representations, agreements, or understandings, oral or written, among the Co-Owners relating to the co-tenancy.
9.9	Severability. If any term or provision of this Agreement is to any extent
invalid or unenforceable, the remainder of this Agreement will not be affected thereby, and each term or provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.
9.10 	Counterparts. This Agreement may be executed in counterparts, each of which, when taken together, shall he deemed one fully executed original.
9.11	Governing Law. This Agreement will be subject to, and governed by, the
laws of the State in which the Property is located.

9.12 	Time Is of the Essence. Time is of the essence of each and every provision of this Agreement.
IN WITNESS WHEREOF, the Co-Owners by their duly authorized officers have executed this Agreement and hereunto affixed their hands and seals on the date first above written.
Co-Owners:

By_____________________________
    ,

, LLC

By:___________________________

ACKNOWLEDGEMENT

STATE OF WASHINGTON	)
			)ss.
COUNTY OF PIERCE	  	)

	On this _____ day of ___________________, 2018, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared        , to me known to be the Manager of      , LLC, the company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said company, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument. 
	WITNESS my hand and official seal hereto affixed the day and 
          year first above written.

 													____________________________________
				Printed Name: _______________________
				NOTARY PUBLIC in and for the State of
				Washington, residing at ________________
				My commission expires: _______________

ACKNOWLEDGEMENT

STATE OF WASHINGTON	)
			)ss.
COUNTY OF PIERCE	  	)

	On this _____ day of ___________________, 2018, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared ., to me known to be the Manager of     , LLC, the company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said company, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument. 
	WITNESS my hand and official seal hereto affixed the day and year first above written.

 													____________________________________
				Printed Name: _______________________
				NOTARY PUBLIC in and for the State of
				Washington, residing at ________________
				My commission expires: _______________

EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
(SEE ATTACHED)