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REAL ESTATE INVESTMENT AGREEMENT

This Real Estate Investment Agreement (the "Agreement") is entered into and made effective as of [Date] by and between UrbanCapital Investments, a [State of Incorporation] corporation with its principal place of business at [Address] ("Investor"), and Luxury Condo Apartment, a [State of Incorporation] entity with its principal place of business at [Address] ("Developer").

WHEREAS, Investor and Developer have agreed to enter into this Agreement based on the terms and conditions set forth herein to develop and invest in luxury condominium apartments;

NOW THEREFORE, in consideration of the covenants and mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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1. INVESTMENT AND OWNERSHIP STRUCTURE

1.1 Investment Details

Investor hereby agrees to invest a total of [Amount in Words] ([Amount in Numbers] USD) (the "Investment Amount") into the development of the luxury condominium apartments project located at [Property Address] (the "Project"). The Investment Amount shall be used for, but not limited to, acquisition of the property, construction, development, and marketing costs related to the Project.

1.2 Ownership Structure

Upon execution of this Agreement and receipt of the Investment Amount, a limited liability company (the "Company") shall be formed under the laws of [State of Incorporation] for the purposes of owning and developing the Project. Investor shall own [Investor Ownership Percentage] percent (%) of the equity interest in the Company, and Developer shall own the remaining equity interest in the Company.

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2. PROFIT SHARING

2.1 Distribution of Profits

Net profits generated by the sale or rental of the Project shall be distributed to the parties as follows. Firstly, the Investment Amount shall be returned to the Investor. Secondly, any remaining net profits shall be allocated, [Desired Profit Allocation Percentage] percent (%) to the Investor and the remaining percentage to the Developer.

2.2 Timing of Distributions

Profits shall be distributed to each party within thirty (30) days following the end of each fiscal quarter after receipt of proceeds from the sale or rental of units in the Project.

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3. MANAGEMENT AND CONTROL

3.1 Management and Decision-Making

Developer shall be responsible for the day-to-day management and development of the Project, including, without limitation, obtaining all necessary permits, entering into contracts with contractors and architects, and managing construction. Developer shall also be responsible for marketing and selling or renting the units in the Project. The Investor shall have the right to review and approve material contracts and decisions regarding the Project.

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4. EXIT STRATEGIES

4.1 Sale of Project

In the event the parties decide to sell the entire Project, the proceeds from the sale, after payment of any applicable taxes, fees, and costs, shall be allocated in accordance with Section 2.1 of this Agreement.

4.2 Sale or Transfer of Ownership Interest

Either party may sell or transfer its ownership interest in the Company, provided such sale or transfer is in accordance with applicable laws and regulations and subject to the terms of this Agreement.

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5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other party that: (a) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; (b) it is in compliance with, and shall continue to comply with, all applicable federal, state, and local laws and regulations; and (c) it shall perform all of its obligations under this Agreement in accordance with such laws and regulations.

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6. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [Governing State], without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than [Governing State]. Any disputes arising from or in connection with this Agreement shall be resolved through good faith negotiation, mediation, or, if necessary, binding arbitration, in accordance with the rules of the American Arbitration Association.

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7. MISCELLANEOUS

7.1 Entire Agreement

This Agreement (together with any exhibits attached hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties with respect thereto.

7.2 Amendment

No amendment, supplement, or modification of this Agreement shall be binding unless executed in writing by both parties.

7.3 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Investor's Name] [Developer's Name]

By:_________________________ By:____________________________

Name:_______________________ Name:__________________________

Title:________________________ Title:___________________________