Master UPREIT Agreement between AHIT and VALFRE

This agreement is between AHIT and VALFRE and sets out the terms for forming and operating an UPREIT (Umbrella Partnership Real Estate Investment Trust) structure. The parties agree to contribute certain real estate assets to a partnership in exchange for partnership interests, outlining their respective rights, obligations, and procedures for managing the partnership. The agreement covers how assets are contributed, how profits and losses are shared, and the governance of the partnership. It also includes provisions for transfers, distributions, and other key operational matters.