Parking Exchange Addendum

This Exchange Addendum is hereby incorporated to and made a part of the agreement between

______________________________________________________________________, Buyer  Seller Other_______________ and

______________________________________________________________________, Buyer  Seller Other__________________,

dated______________, for the property located at_______________________________________________________________________.

1. By executing this Exchange Addendum the buyer and seller intend to incorporate this Addendum into their existing agreement for the purposes of allowing _________________________________________ Buyer Seller Other___________ to structure its portion of the above referenced transaction as a tax deferred exchange under the Internal Revenue Code, the Treasury Regulations, and Rev. Proc. 2000-37, as amended.

2. EXCHANGE COOPERATION CLAUSE: Select The Appropriate Cooperation Clause.

Buyer hereby acknowledges that it is the intent of the Seller to structure its sale as a tax deferred exchange under IRC §1031 and/ or pursuant to Revenue Procedure 2000-37. Seller covenants that this will not delay the close of the subject transaction nor cause the Buyer any additional expenses. The Seller’s rights under the purchase and sale agreement may be assigned to Legal 1031 Exchange Services, LLC, a Qualified Intermediary for IRC §1031 Tax Deferred Exchanges and/or assigned to Legal 1031 EAT Holdings (“EAT”) as exchange accommodation titleholder. If assigned to EAT, Seller represents that EAT and its wholly owned LLC are not acting as the Seller’s agent for federal tax purposes, and that the EAT and LLC are the agent of Seller solely for real estate transfer, documentary and stamp fees, and similar recording taxes, statutory environmental and regulatory liability purposes. Buyer agrees to cooperate with the Seller and the Qualified Intermediary or EAT to complete the exchange.

Seller hereby acknowledges that it is the intent of the Buyer to structure its purchase as a tax deferred exchange under IRC §1031 and/ or pursuant to Revenue Procedure 2000-37. Buyer covenants that this will not delay the close of the subject transaction nor cause the Seller any additional expenses. The Buyer’s rights under the purchase and sale agreement may be assigned to Legal 1031 Exchange Services, LLC, a Qualified Intermediary for IRC §1031 Tax Deferred Exchanges and/or assigned to Legal 1031 EAT Holdings (“EAT”) as exchange accommodation titleholder. If assigned to EAT, Buyer represents that EAT and its wholly owned LLC are not acting as the Buyer’s agent for federal tax purposes, and that the EAT and LLC are the agents of Buyer solely for real estate transfer, documentary and stamp fees, and similar recording taxes, statutory environmental and regulatory liability purposes. Seller agrees to cooperate with the Buyer and the Qualified Intermediary or EAT to complete the exchange.

3. ADDITIONAL TERMS:
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4. Legal 1031 Exchange Services, Inc. is a qualified intermediary for IRC 1031 tax deferred exchanges and may not give tax or legal advice. Exchangers should review their transaction with a tax and/or legal advisor.

By signing below the parties hereto acknowledge a copy of this Addendum.

Signature ________________________________ Date _______________ Signature ________________________________ Date _______________

Signature ________________________________ Date _______________ Signature ________________________________ Date _______________