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REAL ESTATE ASSIGNMENT AGREEMENT

This Real Estate Assignment Agreement (the "Agreement") is made and entered into as of [Insert Date] (the "Effective Date"), by and between HarborView Properties LLC, a limited liability company organized under the laws of the United States ("Assignor"), and BrightStar Realty Investments Inc., a corporation organized under the laws of the United States ("Assignee") (collectively, the "Parties").

1. Assignment

1.1. Assignment of Rights and Interests

Assignor hereby irrevocably assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest ("Assigned Interest") in and to the real property described on Exhibit A attached hereto (the "Property"), subject to the terms and conditions of this Agreement, including, but not limited to, all rights and obligations under any property management agreements, leases, contracts, membership interests, or other agreements related thereto ("Assigned Contracts") to which Assignor is a party.

2. Consideration

2.1. Payment

As consideration for the assignment of the Assigned Interest, Assignee shall pay Assignor an assignment fee of $[Insert Amount] (the "Assignment Fee") on or before [Insert Date] ('Payment Date'), by wire transfer or such other method as the Parties may agree in writing.

3. Required Approvals

3.1. Third-Party Consents

Assignee shall be responsible for obtaining all necessary consents, approvals, or waivers required to effectuate the assignment of the Assigned Interest ("Third-Party Consents"), including without limitation, any consent required under the Assigned Contracts.

3.2. Governing Law and Compliance

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United States. Assignee shall be responsible for ensuring compliance with all applicable federal, state, and local laws, regulations, and ordinances in connection with the Property and the Assigned Interest.

4. Assignee’s Obligations

4.1. Assumption of Obligations

Upon the Effective Date, Assignee shall assume all of Assignor's rights, duties, and obligations under the Assigned Contracts. Assignee shall perform all such duties, obligations, and liabilities, as if Assignee were the original party to the Assigned Contracts in place of Assignor, and shall indemnify, defend and hold Assignor harmless from and against any claims or liabilities arising out of or resulting from Assignee’s breach of such obligations.

4.2. Taxes and Assessments

From and after the Effective Date, Assignee shall be responsible for, and shall timely pay, all taxes, assessments, levies, and charges, whether general or special, with respect to the Assigned Interest or the Property ("Taxes and Assessments").

5. Representations and Warranties

5.1. Assignor's Representations and Warranties

Assignor represents and warrants to Assignee that: (a) Assignor is the sole and exclusive owner of the Assigned Interest; (b) Assignor has the right and authority to enter into this Agreement and perform its obligations hereunder; (c) there are no claims, liens, or encumbrances on the Assigned Interest, other than those specifically disclosed in writing to Assignee; (d) Assignor has not undertaken any acts or omissions that would impede or impair Assignee’s rights or interests in the Assigned Interest; and (e) the execution, delivery, and performance of this Agreement by Assignor does not and will not contravene any law or conflict with any agreement or instrument to which Assignor is a party.

5.2. Assignee's Representations and Warranties

Assignee represents and warrants to Assignor that: (a) Assignee has the right and authority to enter into this Agreement and perform its obligations hereunder; (b) Assignee has the requisite funds and financial capacity to pay the Assignment Fee; (c) Assignee shall obtain all Third-Party Consents required pursuant to this Agreement; and (d) the execution, delivery, and performance of this Agreement by Assignee does not and will not contravene any law or conflict with any agreement or instrument to which Assignee is a party.

6. Miscellaneous

6.1. Entire Agreement

This Agreement embodies the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, or warranties, whether oral or written, relating in any way to such subject matter.

6.2. Amendment; Waiver

This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by the Parties. No waiver of any provision of this Agreement or any right or obligation of any Party under this Agreement shall be effective unless such waiver is in writing and executed by the Party against whom such waiver is sought to be enforced.

6.3. Notices

All notices, requests, demands, consents, or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or by email to the Parties at their respective addresses set forth at the beginning of this Agreement, or to such other address or addresses as the Parties may designate by written notice in accordance with this provision.

6.4. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signed counterparts of this Agreement may be delivered by facsimile or email transmission, in which case such facsimile or email shall be deemed to be an original.

6.5. Binding Effect

This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors and permitted assigns.

6.6. Assignment

Neither Party may, without the prior written consent of the other Party, assign or transfer this Agreement or any of its rights or obligations hereunder, except that Assignee may, without Assignor’s consent, assign or transfer this Agreement and the Assigned Interest to an entity that is directly or indirectly controlled by, or under common control with, Assignee.

6.7. No Third-Party Beneficiaries

This Agreement is entered into solely for the benefit of the Parties and their respective successors and permitted assigns, and no third party is intended to benefit from, or have any rights or benefits under, this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Real Estate Assignment Agreement as of the date first above written.

_____________________ _____________________
HarborView Properties LLC BrightStar Realty Investments Inc.
By:______________________ By:______________________
Name:_____________________ Name:______________________
Title:______________________ Title:______________________

Exhibit A
[Insert Legal Description of the Property]