Annual Plan Terms and Conditions

These Annual Plan Terms and Conditions (the "Agreement") govern the Doorvest Annual Management Plan. This Agreement is entered into between DV Communities LLC or a subsidiary ("Manager") and the property owner who accepts it ("Owner"). Manager and Owner are sometimes individually referred to as a "Party," and collectively as the "Parties."

Owner accepts this Agreement at the time Owner enrolls a property in the Annual Plan and authorizes the prepayment of management fees. The property enrolled, the total prepaid management fee, the commencement date, the expiration date, and the early termination fee applicable to that property (together, the "Key Terms") are presented to Owner in the Doorvest app at the moment of enrollment, and are incorporated into this Agreement by reference for that property. A separate acceptance occurs for each property enrolled.

Recitals

Owner is the owner of the real property enrolled in the Annual Plan (the "Property").

Owner has engaged Manager to serve as Owner's sole and exclusive manager for the Property, pursuant to a Property Management Agreement executed by the Parties, with the responsibility for the management, operation, maintenance, leasing and other duties specified therein for the Property.

Owner desires to prepay management fees on a reduced annual basis to Manager subject to, and in accordance with, the terms, covenants, conditions and provisions set forth herein, the terms, covenants, conditions and provisions set forth in the Property Management Agreement, and the terms, covenants, conditions and provisions of the Doorvest Terms of Service (https://doorvest.com/terms-of-use).

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, Owner and Manager agree as follows:

Section 1: Term

1.01. Key Terms. The Property, the total prepaid management fee, the commencement date, the expiration date and the early termination fee for each enrollment are those displayed to Owner in the Doorvest app at the time Owner accepts this Agreement for that Property.

1.02. Commencement Date. The commencement date (the "Commencement Date") of the Term is the date set forth in the Key Terms.

1.03. Term. This Agreement shall have a term (the "Term") commencing on the Commencement Date and expiring twelve (12) months from the Commencement Date (the "Expiration Date").

1.04. Rollover. In the event that the Property is vacant for a full month or longer, the prepaid management fee for said month(s) shall not be deducted and instead shall rollover to the first month in which a tenant has been placed in the Property. The management fee will be applied to the first month a tenant is placed in the Property regardless of the day of the month in which the tenant has been placed in the Property. Notwithstanding anything to the contrary contained herein, the Term of the Agreement shall be extended accordingly to account for the rollover of prepaid management fees.

1.05. Renewal. Unless Owner elects otherwise before the Expiration Date, the Annual Plan will renew for a successive twelve (12) month Term at the annual rate then in effect, and the payment method on file will be charged for the renewal prepayment. Owner may turn off automatic renewal at any time before the Expiration Date in the Doorvest app, in which case the Property will revert to the standard monthly management fee rate at the end of the then-current Term.

Section 2: Method of Payment

Owner may elect the following methods to make payment of their Prepaid Management Fees ("PMF"):

(a) Owner may instruct Manager in writing to deduct the PMF from Owner's rent distribution. The PMF will be deducted as a lump sum. In the event the PMF is more than the monthly rent distribution, Manager shall invoice Owner for the remaining amount owed, and Owner agrees to make payment of the remaining amount within five (5) business days following delivery of Manager's invoice to Owner.

(b) Owner may elect to make payment of the full PMF through Manager's third-party payment processor. Owner may be required to accept the payment processor's terms and conditions and privacy policy, and additional fees charged by that processor may apply to the transfer. Where Owner is invoiced directly by Manager, payment must be made within five (5) business days following delivery of Manager's invoice to Owner.

An invoice sent by Manager to Owner will be deemed delivered on the day sent. Notwithstanding anything to the contrary contained herein, failure to pay the PMF timely will result in this Agreement being immediately terminated, and Owner's property management fees will revert to the standard monthly rate in effect at that time.

Section 3: Termination

3.01. Notice of Termination. This Agreement will automatically terminate on the Expiration Date, subject to Section 1.05. If Owner wishes to terminate during the Term and prior to the Expiration Date, the provisions of Section 3.02 will apply.

3.02. Early Termination Fee, Partial Refund and Obligations Upon Termination. In the event Owner elects to terminate this Agreement during the Term, Owner (1) must notify Manager in writing; and (2) will pay an Early Termination Fee ("ETF") which is an amount equivalent to two months of management fees to Manager. This fee shall be deducted from a prorated amount of the prepaid management fees which is calculated based upon the number of full months remaining under Owner's existing Term. For the avoidance of confusion, Manager shall provide a prorated refund based on the number of full months remaining under Owner's current Term less the ETF. The ETF is separate and apart from any termination fee that may also exist in Owner's Property Management Agreement. Owner's management fee rate will then revert to the standard rate in existence at the time of cancellation.

3.03. Manager's Right of Termination. Manager may terminate this Agreement immediately, without notice, and in its sole discretion in the case of a breach by Owner of this Agreement, the Property Management Agreement, or Doorvest's Terms of Service (https://doorvest.com/terms-of-use). In addition, Manager may terminate this Agreement for any reason without cause upon thirty (30) days' prior written notice to Owner. If Manager elects to terminate under this section, Manager will provide a prorated refund based on the number of full months remaining under Owner's existing Term.

Section 4: Indemnification

4.01. Indemnification. Owner shall indemnify, defend and hold Manager and its and their partners, members, managers, directors, officers, shareholders, employees, affiliates and agents (collectively, the "Manager Indemnified Parties") and their successors and assigns, harmless from all obligations, claims, losses, damages (other than special or punitive damages), liabilities, expenses and costs, including reasonable attorneys fees and disbursements (collectively, "Claims"), arising during the Term hereof (and any Extension Terms) from any Claims by third parties (i) accruing prior to Manager's management of the property on behalf of Owner and (ii) against any of the Manager Indemnified Parties, on account of or in connection with Manager's position as Manager under this Agreement or Manager's performance of its obligations under this Agreement.

4.02. Survival. The foregoing indemnities shall survive any expiration or termination of this Agreement as to any such Claims arising out of any event occurring prior to the expiration or termination of this Agreement.

4.03. Indemnification Procedures. The indemnified party shall give prompt notice of any Claim once it obtains actual knowledge thereof, but the failure to provide such notice shall not limit the obligation of the indemnifying party except to the extent the indemnifying party is actually prejudiced by such failure. The indemnified party shall use diligent efforts to avoid taking any action, including an admission of liability or any offer of settlement, or failing to take any action which would prejudice the indemnifying party from enforcing or realizing any recovery under applicable policies of insurance or which would prejudice any defense of the indemnifying party in any legal proceedings pertaining to such Claim. The indemnifying party shall have the sole and absolute right to conduct the defense of any legal action with respect to a Claim with the full and good faith cooperation of the indemnified party. If the indemnifying party does not notify the indemnified party of its intention to defend within ten (10) days after notice of any Claim and, thereafter, in fact, fails to actively and diligently defend such Claim, then the indemnified party shall have the right, upon ten (10) days' notice to the indemnifying party, to defend and settle such claim at the expense of the indemnifying party. The indemnified party agrees to cooperate in all reasonable respects at the expense of the indemnifying party, and with the indemnifying party, its insurance carrier and their attorneys, including, without limitation, furnishing information and attending meetings, depositions, hearings and trials.

Section 5: Representations and Warranties

5.01. Owner's Representations and Warranties. Owner hereby represents and warrants to Manager that the following are true, correct and complete as of the date hereof:

(a) Owner has the power and authority to execute and deliver this Agreement and to perform its obligations arising hereunder with respect to the Property.

(b) This Agreement constitutes the legal, valid and binding obligation of Owner, enforceable in accordance with its terms, subject to bankruptcy, reorganization and other similar laws affecting the enforcement of creditors' rights generally and except as may be limited by general equitable principles.

5.02. Manager's Representations and Warranties. Manager hereby represents and warrants to Owner that the following are true, correct and complete as of the date hereof:

(a) Manager has the power and authority to execute and deliver this Agreement and to perform its obligations arising hereunder with respect to the Property.

(b) This Agreement constitutes the legal, valid and binding obligation of Manager, enforceable in accordance with its terms subject to bankruptcy, reorganization and other similar laws affecting the enforcement of creditors' rights generally and except as may be limited by general equitable principles.

Section 6: Miscellaneous Provisions

6.01. Headings. The headings used herein are for purposes of convenience only and should not be used in construing the provisions hereof.

6.02. Notice. Any notice, demand or communication required or permitted hereunder shall be via electronic mail and shall be deemed received when sent if sent during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day. Each such notice shall be addressed to the party to receive such communication at the email address associated with that party's Doorvest account, and for Manager at Success@doorvest.com.

6.03. Entire Agreement. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof, and to the extent inconsistent therewith, supersedes all other prior agreements, representations, and covenants, oral or written. Amendments to this Agreement must be in writing and agreed to by all Parties.

6.04. Assignment by Owner. Owner shall have the right, at any time and from time to time, in its sole discretion, to assign its rights and obligations hereunder to a third party acquiring the Property ("Assignee") provided that any such Assignee enters into a written agreement assuming Owner's obligations hereunder.

6.05. Assignment by Manager. Manager shall have the right, at any time, in its sole discretion, to assign or transfer this Agreement, including its rights and obligations hereunder, without consent of the Owner, to any person or entity.

6.06. No Waiver. The failure of Owner or Manager to seek redress for violation, or to insist upon the strict performance of any term, covenant, agreement, provision or condition of this Agreement shall not constitute a waiver thereof, and Owner and Manager shall have all remedies provided herein and by applicable law with respect to the same or any subsequent act which would have originally constituted a violation. Except for the deemed approvals expressly provided herein, no waiver of any provision hereof shall be binding unless in writing and signed by the Party waiving such provision.

6.07. Legal Representatives, Successors, Transfers and Assigns. This Agreement shall be binding upon and inure to the benefit of Owner and Manager and their respective legal representatives, successors, transfers and assigns (but nothing contained herein shall be interpreted to permit any assignment not otherwise expressly permitted by another provision of this Agreement).

6.08. Legal Fees. In any proceeding or controversy associated with or arising out of this Agreement or a claimed or actual breach thereof, or the relationship of the Parties hereto, or in any bankruptcy proceeding or appeal involving this Agreement or the Property, the prevailing Party shall be entitled to recover from the other Party as a part of prevailing party's costs, reasonable and necessary legal fees, deposition costs, and expert witness fees, at both trial and appellate levels, the amount of which shall be fixed by the court and shall be made a part of any judgment rendered.

6.09. Governing Law. This Agreement is executed in and intended to be performed in the State in which the Property is located, and the laws of that state shall govern its interpretation and effect.

6.10. Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal for any reason whatsoever, such provision shall be severed from the Agreement and shall not affect the validity of the remainder of this Agreement.

6.11. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT DOORVEST INC., DV COMMUNITIES LLC OR ANY AFFILIATED SUBSIDIARY WILL NOT BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL DOORVEST INC., DV COMMUNITIES LLC OR ANY AFFILIATED SUBSIDIARIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID DOORVEST IN PREPAID MANAGEMENT FEES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM.

6.12. Mediation. In the event of any dispute concerning this Agreement, its effect, or the transactions contemplated by it, or any agreements or documents executed pursuant to this Agreement, or the relationship between the parties, Manager, and Owner mutually agree that prior to the institution of any court proceeding, the parties will enter into non-binding mediation with a mediator chosen by the Parties, in the county where the Property is located. In the event that either Party refuses to mediate any such dispute, the Party refusing or failing to timely mediate any such dispute hereunder waives any right to recover legal fees and court costs in any court proceeding, irrespective of whether such right to legal fees is based in contract, tort, by statute, or otherwise. Nothing contained herein, however, shall limit the right of either Manager or Owner to seek injunctive relief.

6.13. Waiver of Jury Trial. MANAGER AND OWNER EACH HEREBY UNCONDITIONALLY WAIVE AND RELINQUISH THEIR RIGHT TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION, OF WHATEVER NATURE, ARISING FROM OR RELATING TO THEIR RELATIONSHIP, THIS AGREEMENT, THE PROPERTY AND ANY CLAIM INVOLVING ANY PERSONAL INJURY. MANAGER AND OWNER STIPULATE THAT THIS JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY AND INTENTIONALLY AND THAT THIS WAIVER OF JURY TRIAL PROVISION IS CONSPICUOUS AND WAS FREELY ENTERED INTO WITHOUT DURESS OR HAVING BEEN INDUCED BY FRAUD OR MISTAKE OR UNEQUAL BARGAINING POSITIONS.

6.14. Independent Contractor. Manager is engaged independently in the business of property management and acts hereunder as an independent contractor. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, or any other relationship between the Parties to this Agreement, or as requiring Manager to bear any portion of losses arising out of or connected with the ownership or operation of the Property. Manager does not warrant the financial performance of the Property. Owner agrees to assume all financial risks of operating the Property including any claims made against Manager while acting as Owner's property manager within the scope of its authority as provided herein. Except as provided herein, neither Party shall have the power or obligate the other Party.

6.15. Conflict. In the event of any conflict between the terms, conditions and provisions of this Agreement and the terms, conditions and provisions of any other instrument, the terms, conditions and provisions of this Agreement shall control and take precedence.

Contact

DV Communities LLC 564 Market St., Unit 250 San Francisco, CA 94123 Success@doorvest.com