United Realty Trust 10-Q



EXHIBIT 10.3


 


PROSPECTIVE
PURCHASER
QUESTIONNAIRE


 


BENEFICIAL
INTERESTS


IN 


UR
LIPPINCOTT,
DST


 


Before
deciding to
subscribe,
please read
carefully
the
Confidential
Private
Placement
Memorandum
dated April
22 , 2015,
and all
exhibits
and supplements
thereto
(collectively,
the “Memorandum”)
for
Class 1
beneficial interests
(the “Interests”)
in a Delaware
statutory
trust
(the “Trust”)
formed
for the
purpose
of acquiring
and owning
a 53,100
square
foot
single
tenant
office
building
located at 402
& 404
Lippincott
Drive, Marlton,
New
Jersey
(the “Property”).
The
Trust
will be
managed
by UR Lippincott
Manager,
LLC,
a Delaware
limited
liability
company
(the “Manager”).
Defined
terms used
herein and
not otherwise
defined
shall have
the meaning
ascribed to them in
the Memorandum.


 


EACH
PROSPECTIVE
INVESTOR SHOULD
EXAMINE THE
SUITABILITY
OF THIS
TYPE
OF INVESTMENT
IN THE
CONTEXT
OF HIS OWN
NEEDS, PURCHASE
OBJECTIVES,
AND FINANCIAL
CAPABILITIES
AND SHOULD
MAKE HIS
OWN INDEPENDENT
INVESTIGATION
AND
DECISION AS
TO SUITABILITY
AND AS TO
THE RISK AND
POTENTIAL
GAIN INVOLVED.
ALSO, EACH
PROSPECTIVE
INVESTOR IS ENCOURAGED
TO CONSULT
WITH HIS ATTORNEY,
ACCOUNTANT,
FINANCIAL
CONSULTANT
OR OTHER BUSINESS
OR TAX
ADVISOR
REGARDING
THE RISKS
AND
MERITS
OF THE PROPOSED
INVESTMENT.


 


This
Offering
is limited
to a purchaser
who
certifies
that
he meets
all of
the
qualifications
set forth
in the
Memorandum.
If you
satisfy
these
qualifications
and desire
to purchase
the
Interests,
please
complete,
execute
and deliver
the following:
(i) this Purchaser
Questionnaire
and (ii) if you
are an entity
(as opposed to a natural
person),
the entity
documents
described herein.


 


These
documents
should
be mailed
or delivered
to:


 


UR
LIPPINCOTT,
DST





c/o
United Realty
(Attn:
Investor
Relations)





60
Broad
Street, 34th
Floor New
York,
NY 10004


Phone:
(212) 388.6800


 


Upon
receipt of
the signed
Purchaser
Questionnaire,
verification
of your
investment
qualifications,
and acceptance
of your
subscription,
the Manager
will notify
you of
receipt and
acceptance
of your
subscription.
The Manager
reserves the
right, in its sole
discretion,
to accept or
reject a
subscription
for any
reason
whatsoever.


 


Important
Note:
The person
or entity
actually
making
the decision
to purchase
the Interests
should complete
and execute
this Purchaser
Questionnaire.
For
example,
retirement plans
often hold
certain real
estate purchases
in trust
for their beneficiaries, but
the beneficiaries
may maintain
control and
discretion over
the real estate. In
such a situation,
the beneficiary with
control must
complete and
execute the Purchase
Agreement
and Escrow
Instructions,
this Purchaser
Questionnaire
and the other agreements
listed above
(this also applies
to trusts, custodial
accounts
and similar
arrangements).


  






    	 



    	 



    

 


BENEFICIAL
INTERESTS 

IN





UR
LIPPINCOTT,
DST


 


PURCHASER
QUESTIONNAIRE


 


To
induce
the Manager
to accept
the Purchase
Agreement
and as
further
consideration
for such
acceptance, I
hereby
make
the
following
representations,
warranties
and
acknowledgments,
with
the
full knowledge
that
the Manager
will expressly
rely thereon
in making
a decision
to accept or
reject
the Purchase
Agreement:


 


		1.	My primary
state of
residence
is:
	 	 	 
	 	 	



   


		2.	My date
of birth
is:
	 	 	 



 


		3.	If a
natural
person,
I hereby
represent
and warrant
that
I am
an “accredited
investor” as
defined
in Regulation
D promulgated
under the
Securities Act
of 1933,
as amended
(initial as appropriate):



 


________(a)
That
I have
an individual
net worth,
or joint
net
worth
with
my spouse,
of more
than$1,000,000*;
or


 


________(b)
That
I have
individual
income
in excess
of $200,000
or joint
income
with
my spouse
in excess
of $300,000,
in each of
the
two most
recent years
and I have
a reasonable
expectation
of reaching
the same
income
level in
the current
year.


 


*For
purposes
of calculating
your
net worth,
“net
worth”
means the
excess of
total assets
at fair
market
value
(including
personal
and real
property,
but excluding
the estimated
fair market
value
of a
person’s
primary
home)
over total
liabilities.
Total
liabilities
excludes
any mortgage
on the
primary
home in
an amount
of up
to the home’s
estimated
fair market
value
as long as
the mortgage
was incurred
more
than 60
days before
the Interests
were
purchased,
but includes
(i) any
mortgage
amount
in excess
of the
home’s fair
market
value
and (ii) any
mortgage
amount that
was borrowed
during
the 60-day
period
before
the closing
date
for
the sale
of Interests
for
the purpose
of investing
in the Interests.
In the case of
fiduciary
accounts, the
net worth
and/or
income suitability
requirements
must be
satisfied
by the beneficiary
of the
account,
or by the
fiduciary,
if the
fiduciary
directly
or indirectly
provides
funds for
the purchase
of the
Interests.


 


If
other
than
a natural
person,
such
entity
represents
and
warrants
that
(check
as appropriate):


 


____it
is an “accredited
investor” as defined
in Regulation
D promulgated
under
the Securities
Act of 1933,
as amended,
which
includes:


 


		·	any
corporation,
Massachusetts
or similar
business
trust,
partnership,
or organization
described
in Code
Section 501(c)(3),
not
formed
for
the specific
purpose
of acquiring
Interests,
with
total assets
over
$5,000,000;



 


		·	any
trust,
with
total assets
over $5,000,000,
not
formed
for
the specific
purpose
of acquiring
Interests and
whose
purchase
is directed
by a
person
who
has such
knowledge
and experience
in financial
and business
matters
that he or
she
is capable
of evaluating
the merits
and
risks of
an investment
in the
Interests
as described in Rule
506(b)(2)(ii)
under the
Securities
Act;



 


		·	any
broker-dealer
registered
under
Section 15
of the
Securities
Exchange
Act of
1934, as amended;



 


		·	any
investment
company
registered
under
the Investment
Company
Act
or a
business
development
company
(as defined
in Section
2(a)(48)
of the
Investment
Company
Act);



 






    	 



    	 



    

 





		·	any
small
business
investment
company
licensed by
the Small
Business
Administration
under Section
301(c) or
(d) or
the Small
Business
Investment
Act of
1958, as
amended;



 


		·	any
employee
benefit
plan
within
the
meaning
of ERISA,
if the
investment
decision
is made
by a plan
fiduciary
(as defined
in Section 3(21)
of ERISA),
which
is either a
bank,
savings
and loan association,
insurance
company,
or registered
investment
advisor,
or if such
employee
benefit
plan has
total assets over
$5,000,000
or, if a self-directed
plan, with
investment
decisions
made
solely
by persons
who
are accredited
investors;



 


		·	any
private
business
development
company
(as defined
in Section
202(a)(22)
of the
Investment
Advisers
Act of
1940, as
amended);



 


		·	any
bank
as defined
in Section
3(a)(2)
of the
Securities
Act,
any savings
and loan
association
or other
institution
as defined
in Section
3(a)(5)(A)
of the
Securities
Act whether
acting in its individual
or fiduciary
capacity,
or any
insurance
company
as defined
in Section
2(13)
of the
Securities
Act;



 


		·	any
plan
established
and
maintained
by a
state, its
political
subdivisions,
or any
agency
or instrumentality
of a state
or its political
subdivisions,
for the
benefit
of its
employees,
if such
plan has total
assets
of more
than $5,000,000;



 


		·	any executive
officer
of the
Manager
or, if
applicable,
its manager;
or,



 


		·	any entity
in which
all of
the equity
owners
are accredited
investors.



 


Furthermore,
if other
than a
natural
person,
such
entity
represents
and warrants
that
it meets
the requirements
of the
initialed
category:
(INITIAL
AND COMPLETE
THE APPLICABLE
CATEGORY)


 


_______(a) The
entity
is purchasing
the
Interests
with funds
that constitute,
directly
or indirectly,
the assets
of a
 Benefit
Plan
Investor
(defined
below).
The
entity
hereby
represents
and
warrants
that its investment
in the
Trust:
(i) does
not
violate
and is
not
otherwise
inconsistent
with
the terms
of any
legal document
constituting
or governing
the employee
benefit
plan;
(ii) has been duly
authorized
and approved
by all necessary
parties;
and (iii)
is in compliance
with
all applicable
laws.


 


_______(b)
The
entity
is not
purchasing
the
Interests with
funds
that constitute,
directly
or indirectly,
the assets
of a
“Benefit
Plan Investor”
(defined
below).


 


The
term “Benefit
Plan Investor”
means
a benefit
plan investor
within
the meaning
of U.S. Department
of Labor
Regulation
29 C.F.R.
Section 2510.3-101,
which
includes
(i) any
employee
benefit
plan
(as defined
in Section 3(3)
of ERISA),
whether
or not
such
plan
is subject
to Title
I of ERISA
(which
includes
both U.S. and Non-U.S.
plans,
plans of
governmental
entities as
well as private
employers,
church plans
and certain assets
held in connection
with nonqualified
deferred
compensation
plans); (ii) any
plan described in Code
Section 4975(e)(1)
(which includes
a trust described
in Code
Section 401(a)
which
forms
a part
of a plan,
which
trust
or plan is exempt
from tax under
Code Section
501(a),
a plan described
in Code
Section 403(a),
an individual
retirement
account
described in
Code
Sections
408(a) or
408A,
an individual
retirement
annuity
described
in Code Section
408(b),
a medical
savings
account described
in Code Section
220(d),
and an education
individual
retirement
account described
in Code Section
530); and (iii) any
entity
whose
underlying
assets include
plan assets
by reason of
a plan’s
investment
in the
entity
(generally
because
25 percent
(25%) or more
of a class of
interests in the
entity
is owned
by plans).
Benefit
Plan Investors
also include
that portion of
any insurance
company’s
general
account
assets that
are considered
“plan assets”
and the
assets of
any insurance
company
separate
account or
bank common
or collective
trust in
which plans
invest.
100% of an
investor’s
Interests whose
underlying
assets
include
“plan assets,”
such
as a fund investor,
shall be
treated as “plan assets”
by the
Trustees
for purposes
of meeting
an exemption
under
the Department
of Labor
regulation.


 






    	 



    	 



    

 


 


		4.	I
have
such
knowledge
and
experience
in financial
and
business
matters
that
I am
capable
of evaluating
the merits
and risks
of a
purchase
of the
Interests.
The
following
is a description
of my
experience
in financial
and business
matters:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 






		5.	Title to
the Interests
to be
taken
in accordance
with
the
attached
vesting
instructions.



 


		6.	I acknowledge
that the
sale of
the Interests
has
not
been
accompanied
by the
publication
of any
advertisement,
any general
solicitation,
or as the direct
result of an
investment
seminar
sponsored
by the
Manager or
any of
its affiliates.



 


		7.	THE
INTERESTS
HAVE NOT
BEEN
REGISTERED
UNDER THE
SECURITIES
ACT
OF 1933,
AS AMENDED,
OR THE SECURITIES
LAWS
OF ANY STATES
AND ARE
BEING OFFERED
AND SOLD IN
RELIANCE
ON EXEMPTIONS FROM
THE REGISTRATION
REQUIREMENTS
OF SAID ACT
AND SUCH
LAWS.
THE INTERESTS
ARE SUBJECT
TO RESTRICTIONS
ON TRANSFERABILITY
AND RESALE
AND MAY
NOT BE TRANSFERRED
OR RESOLD
EXCEPT AS PERMITTED
UNDER SAID ACT
AND SUCH
LAWS PURSUANT
TO REGISTRATION
OR EXEMPTION THEREFROM.
THE INTERESTS
HAVE NOT BEEN APPROVED
OR DISAPPROVED
BY THE SECURITIES
AND EXCHANGE
COMMISSION, ANY
STATE
SECURITIES
COMMISSION
OR OTHER REGULATORY
AUTHORITY,
NOR HAVE ANY OF THE
FOREGOING AUTHORITIES
PASSED
UPON OR ENDORSED
THE MERITS
OF THIS OFFERING
OR THE ACCURACY
OR ADEQUACY
OF THE MEMORANDUM.
ANY REPRESENTATION
TO THE
CONTRARY
IS UNLAWFUL.



 


		8.	I have
read the
Memorandum,
and I
have
specifically
read, and
specifically
acknowledge
and agree
to the matters
set
forth
in the section
titled “FEDERAL
INCOME TAX
CONSEQUENCES,”
which provides,
in relevant part,
that before
buying
an Interest, each Purchaser
must represent
and warrant
that he:



 





	 	(i)	has independently obtained advice from his legal counsel and/or accountant about any tax- deferred exchange under Code Section 1031 and applicable state laws, including, without limitation, whether the acquisition of an Interest may qualify as part of a tax-deferred exchange, and he is relying on such advice;
	 	 	 
	 	(ii)	understands that neither the Trust, the Sponsor nor any of their affiliates have obtained a ruling from the IRS that an Interest will be treated as an undivided interest in real estate, as opposed to a partnership;
	 	 	 
	 	(iii)	understands that the tax consequences of an investment in an Interest, especially the treatment of the transaction under Code Section 1031 and the related “1031 Exchange” rules, are complex and vary with the facts and circumstances of each individual Purchaser; and
	 	 	 
	 	(iv)	understands that the opinion of Tax Counsel is only Tax Counsel’s view of the anticipated tax treatment and there is no guarantee that the IRS will agree with such opinion.







 






    	 



    	 



    

 


I further
specifically
acknowledge
and agree
as follows:


 





	 	(i)	Except for the matters specifically addressed in the tax opinion attached as Exhibit C to the Memorandum, (and only concerning such matters), I am not relying on the Sponsor, the Manager or any of their Affiliates or agents, including their counsel, Tax Counsel, or accountants, or any member of the Selling Group for tax advice regarding the qualification of the Interests under Section 1031 of the Code or any other matter;
	 	 	 
	 	(ii)	Except for the matters specifically addressed in the tax opinion attached as Exhibit C to the Memorandum, (and only concerning such matters), which is based on numerous assumptions, I am not relying on any statements made in the Memorandum regarding the qualifications of the Interests under Section 1031 of the Code;
	 	 	 
	 	(iii)	I am aware that the IRS has issued Revenue Ruling 2004-86, 2004-2 C.B. 191 addressing Delaware Statutory Trusts, the Revenue Ruling is merely guidance and is not a “safe harbor” for taxpayers and, without the issuance of a private letter ruling on a specific offering, there is no assurance that the Interests will not be deemed a partnership interest for federal income tax purposes; and
	 	 	 
	 	(iv)	I shall, for federal income tax purposes, report the purchase of the Interest pursuant to the Purchase Agreement and Escrow Instructions as a purchase of a direct ownership interest in the Properties.







 


		9.	I hereby
agree to
indemnify,
defend
and hold
harmless
United Realty
Funds
Management,
LLC,
the Manager,
the
Trust
and
all of
their
members,
managers,
officers,
affiliates
and advisors,
of and
from
any and all damages,
losses,
liabilities,
costs and
expenses
(including
attorneys’
fees and costs)
that they
may incur
by reason
of my failure
to fulfill
all of the
terms and
conditions
of the associated
Purchase
Agreement
or by reason
of the untruth
or inaccuracy
of any of
the representations,
warranties
or agreements
contained
herein
or in any
other
documents
I have
furnished
to any of
the foregoing
in connection
with this
transaction.
This
indemnification
includes,
but is not
limited
to, any damages,
losses, liabilities,
costs
and expenses
(including
reasonable
attorneys’
fees and
costs)
incurred
by United
Realty
Funds
Management,
L.L.C.,
the
Manager,
the Trust
or any
of their
members,
managers,
officers,
affiliates
or advisors,
defending
against
any alleged
violation of
federal
or state
securities
laws which
is based upon
or related to any untruth
or inaccuracy
of any
of the
representations,
warranties
or agreements
contained
herein or
in any
other
documents
I have
furnished
to any
of the
foregoing
in connection
with this transaction.



 


		10.	In connection
with
this
Purchaser
Questionnaire,
a consumer
report may
be requested.
Upon my
request, I
will be
informed
whether
or not
such
a report was
requested,
and,
if so,
the name
and address
of the consumer
reporting agency
that
furnished
the report.
I hereby
authorize
such reports
and verification
of my
employment
history.



 


		11.	To
the extent
I am
purchasing
an Interest
in connection
with
a tax-deferred
exchange
under
Section 1031
of the
Code,
I agree
to provide
the Manager
(including
its representatives
and
agents),
upon
request,
any documentation
relating to my
identification
of replacement
properties
with respect
to such
tax-deferred
exchange.



 


		12.	Neither
I nor
any subsidiary,
affiliate, owner,
shareholder,
partner,
member,
indemnitor,
guarantor
or related person
or entity:



 


		a.	is a Sanctioned
Person
(as defined
below);



 


		b.	has more
than
15% of
its assets
in Sanctioned
Countries
(as defined
below);
or



 


		c.	derives
more
than
15% of
its operating
income
from
investments
in,
or transactions
with
Sanctioned
Persons
or Sanctioned
Countries.



  






    	 



    	 



    

  


For
purposes
of the
foregoing,
a “Sanctioned
Person”
shall
mean (a)
a person
named
on the
list of
“specially
designated
nationals”
or “blocked
persons”
maintained
by the
U.S. Office
of Foreign
Assets
Control
(“OFAC”)
at http://www.treasury.gov/resource-center/sanctions/SDNList/
Pages/default.aspx,
or as otherwise
published
from time
to time, or (b)
(1) an agency
of the government
of a Sanctioned
Country,
(2) an organization
controlled
by a Sanctioned
Country,
or (3)
a person
resident in
a Sanctioned
Country,
to the
extent
subject
to a sanctions
program
administered
by OFAC.
A “Sanctioned
Country”
shall mean
a country
subject
to a sanctions
program
identified
on the
list maintained
by OFAC and
available
at http://www.treasury.gov/resource-
center/sanctions/Programs/Pages/Programs.aspx,
or as otherwise
published
from time
to time.


 


*
* * * * *
*


 






    	 



    	 



    

    













	A.	REGISTRATION	Please print the exact name of the purchaser:
	 	INFORMATION	 
	 	 	 
	 	 	 	 
	B.	CONTACT	Please send all correspondence to the following:
	 	INFORMATION	 	 
	 	 	Contact Name:	 
	 	 	 	 
	 	 	Mailing Address:	 
	 	 	 	 
	 	 	Primary Phone:	 	Primary Fax:	 	 
	 	 	 	 
	 	 	Additional Phone:	 
	 	 	 	 
	 	 	Email Address:	 
	 	 	 	 
	 	 	 	 
	C.	PAYMENTS	Please provide below the mailing address
to which payments should be sent by the Manager, if different from Section B above.
	 	 
	 	 	 	 
	 	 	Mailing Address:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Attention:	 
	 	 	 	 
	RELEASE OF	 
	INFORMATION	As your personal information and privacy are among our top priorities, United Realty Funds Management, LLC. does not release this information without your prior written consent. Please complete the authorization below by indicating which, if any, information may be released to all purchasers of Interests in this Offering.
	 
	 	 
	 	 
	 	 	 
	 	 	[BALANCE OF PAGE LEFT INTENTIONALLY BLANK]



  






    	 



    	 



    

   





	EXECUTION	Please execute this Purchaser Questionnaire by completing the appropriate section below.
	 	 	 	 
	INDIVIDUAL	If the purchaser is an INDIVIDUAL, please complete the following:
	 	 
	 		 	
	 	Signature
of Investor	 	Signature
of Joint
Owner
(if applicable)
	 	 	 	 
	 		 	
	 	Name
(Please type
or print)	 	Name
of Joint
Owner
(if applicable)
	 	 	 	 
	 		 	
	 	Social
Security
Number	 	Social Security
Number
of Joint
Owner
(if applicable)
	 		 	 
	 	State of
Legal
Residence	 	 
	 	 	 	 
	CORPORATION	If the purchaser is a CORPORATION, complete the following:
	 	 	 	 
	 	The
undersigned
hereby
represents,
warrants
and
agrees that
(i) the
undersigned
has been
duly
authorized
by all
requisite
actionon the
part
of the
corporation
listed below
(the “Corporation”)
to acquire
the Interests,
(ii) the
Corporation
has all
requisite
power
and authority
to acquire
the Interests,
and (iii)
the undersigned
officer
of the
Corporation
has authority
under
the Articles
of Incorporation,
Bylaws,
and resolutions
of the
Board
of Directors of
the Corporation
to execute
this
Purchaser
Questionnaire
and
the Purchase
Agreement
and
Escrow
Instructions.
The undersigned
officer
encloses
a true copy
of the Articles
of Incorporation,
the Bylaws
and,
as necessary,
the resolutions
of the Board
of Directors
authorizing
a purchase
of the
Interests,
in each
case
as amended
to date.









 





	 	Name of Corporation (Please type or print)	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:  	 	 
	 	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	 	 	 
	 	Federal Employer ID Number	 
	 	 	 
	 	State of Formation	 



 









    	 



    	 



    

 


	PARTNERSHIP	If
the purchaser
is a PARTNERSHIP,
complete
the
following:
	 	 	 
	 	The
undersigned
hereby
represents,
warrants
and
agrees that
(i)
the undersigned
is a general
partner
of the partnership
named
below (the
“Partnership”),
(ii) the undersigned
general
partner
has been duly
authorized
by the Partnership
to acquire
the Interests
and the
general
partner
has all requisite
power and
authority
to acquire the
Interests, and
(iii) the undersigned
general
partner
is authorized
by the
Partnership
to execute this
Purchaser
Questionnaire
and the Purchase
Agreement
and Escrow
Instructions.
The undersigned
general
partner encloses
a true
copy of
the Partnership
Agreement
of the
Partnership,
as amended
to date, together
with a current
and complete
list of
all partners and,
as necessary,
the resolutions
of the Partnership
authorizing
the purchase
of the Interests.








 





	 	Name of Partnership (Please type or print)	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name: 	 	 
	 	 	 	 
	 	Title:     	General partner	 
	 	 	 	 
	 	Federal Employer ID Number	 
	 	 	 	 
	 	State of Formation	 



 


	TRUST	If
the
purchaser
is a
TRUST,
complete
the
following:
	 	 	 
	 	The
undersigned
hereby
represents,
warrants
and
agrees that
(i) the undersigned
trustee
is duly
authorized
by the
terms
of the
trust
instrument
(the
“Trust
Instrument”)
for
the
Trust
(“Trust”)
set forth
below
to acquire
the Interests,
(ii) the
undersigned,
as trustee,
has all requisite
power
and authority
to acquire
the Interests
for
the Trust,
and (iii)
the undersigned
trustee is authorized
by the
Trust
to execute
this Purchaser
Questionnaire
and the
Purchase
Agreement
and
Escrow
Instructions.
The undersigned
trustee
encloses
a true copy
of the Trust
Instrument
of said
Trust,
as amended
to date, and,
as necessary,
the resolutions
of the
trustees authorizing the
purchase
of the
Interests.





 


	 	Name
of Trust
(Please type
or print)	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name: 	 	 
	 	 	 	 
	 	Title:     	Trustee	 
	 	 	 	 
	 	Federal Employer ID Number	 
	 	 	 	 
	 	State of Formation	 



 









    	 



    	 



    




 


	HUSBAND
AND 

WIFE	If the
purchasers
are HUSBAND
AND WIFE,
compete
the
following:
	 	 	 









	 		 	 
	 	Name
of Spouse
(Please type
or print)	 
	 		 	 
	 	Federal
ID Number	 	 
	 		 	 
	 	Name
of Spouse
(Please type
or print)	 	 
	 		 	 
	 	Federal
ID Number	 	 
	 		 	 
	 	State of
Residence	 



 





	LIMITED LIABILITY


COMPANY	If
the purchaser
is a LIMITED
LIABILITY
COMPANY,
complete
the following:
	 	 	 
	 	The
undersigned
hereby
represents,
warrants
and
agrees
that
(i) the
undersigned
is either
the authorized
manager
or authorized
representative
of the
limited
liability company
named below
(the “LLC”),
(ii) the undersigned
has been
duly
authorized
by the
LLC to acquire
the Interests
and has
all requisite
power and
authority
to acquire
the Interests,
and (iii)
the undersigned
is authorized
by the LLC
to execute
this Purchaser
Questionnaire
and the
Purchase
Agreement
and
Escrow
Instructions.
The undersigned
encloses
a true copy
of the Articles
of Organization
and the Operating
Agreement
of the
LLC, as
amended to
date, together
with a current
and complete
list
of all
members
and managers
and, as
necessary,
the resolutions
of the LLC authorizing
the purchase of
the Interests.











 





	 	Name
of LLC 
(Please type
or print)	 
	 	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Title:     		 
	 	 	 	 
	 	 	 	 
	 	Federal Employer ID Number	 
	 	 	 	 
	 	State of Formation	 



 






    	 



    	 



    

  


	BENEFIT
PLAN
INVESTOR	If the
prospective
purchaser
is a BENEFIT
PLAN
INVESTOR (as
definedin
Question
4, above),
complete
the following:
	 	 	 
	 	The
    undersigned
    hereby
    represents,
    warrants
    and agrees
    that:
    (i) the
    undersigned
    is duly
    authorized
    by the
    terms
    of the
    such
    investor’s governing
    instrument
    trust
    instrument
    (the “Governing
    Instrument”)
    for
    the entity
    (“entity”)
    set forth
    below to
    acquire
    the Interests; (ii)
    the entity
    has all requisite
    power and
    authority
    to acquire
    the Interests;
    and (iii) the undersigned
    has authority
    under
    the Governing
    Instrument
    to execute this
    Purchaser
    Questionnaire
    and the
    Purchase
    Agreement.
    The undersigned
    encloses a true copy
    of the Governing
    Instrument
    of the entity,
    as amended
    to date, and, as
    necessary,
    any resolutions
    authorizing
    the purchase
    of the Interests.



 








	 	Name of entity (please type or print)	 	 	 
	 	 	 	 	 	 
	 	By: 	 	 	By: 	 
	 	 	 	 	 	 
	 	Print
Name:	 	 	Print
Name:	 
	 	 	 	 	 	 
	 	Title:
	 	 	Title:
	 
	 	 	 	 	 	 
	 	Federal Employer ID Number	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	State of Formation	 	 	 



 






    	 



    	 



    

 


VESTING
INSTRUCTIONS


 


Ownership
of the
Interests
is to
be vested
as follows:


 


Please
indicate vesting
by marking
the appropriate
box
and
print
names exactly
as they
appear
on the
Deed of your
relinquished
property.
PLEASE
REMEMBER
TO SIGN
WHERE
INDICATED
AT THE
BOTTOM OF THIS
PAGE.


 


	 •	A
Single Man
  	 •	A Single
Woman
(Single means
never
married)
	 	 	 	 
	 •	An
Unmarried
Man    	 •	An Unmarried
Woman
(Unmarried
means
divorced)
	 	 	 	 
	 •	A
Widower
   	 •	A Widow






 


	 	Complete
    Name:	 	 






 


	•	Husband
and Wife
as Joint
Tenants	 	 •	Husband
and Wife
as Community
Property
	 	 	 	 	 
	•	A Married (Man)
    (Woman)
    as (His)
    (Her) Sole
    and Separate
    Property
    (Both
    spouses
    must
    be listed
    below)






 


	 	Name
    of Spouse:	 	 	Name
    of Spouse:	 






 


	•	As
Joint Tenants
(Joint
Tenants
have
right of
survivorship)



	 	 
	•	As Tenants
in Common
(Tenants
in Common
must
set forth
each person’s
undivided
interest
percentage)






 





	 	Joint Tenant
    or TIC
    Name:	 	 	Joint
Tenant
or TIC
Name:	 



 








	•	Trust	Name
of
Trust:


	 
	 	 	 	 	 
	 	 	Date of
Trust:	 	 



 


	This
Trust
is:  	•	Revocable	•	
Irrevocable









 


	Trustee Name:	 	 	Trustee
    Name:	 
	**Please
attach a
copy of
your trust
agreement.	 	 	 









 


	•	Corporation	 •	Partnership
	•	Limited
Liability
Company	 	 









 








	Company
    Name:	 	 	State Formed:	 






 


	GP/President/Manager:	 	 	Tax ID
    #:	 	 
	**Please
attach copies
of your
Articles
of Incorporation/Formation,
LLC/partnership
agreement,
and
authorizing
consents.






 









    	 



    	 



    

 





 





	•	Benefit
Plan Investor






	 	Name
of entity:	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Print
Name:	 	 
	 	 	 	 
	 	Title:
	 	 
	 	 	 	 
	 	Tax ID
    #:	 	 
	 	 	 	 
	 	State
Formed:
	 	 






 


	•	 Other 	 






 


	 	 	 
	Signature
(Purchaser)	 	Signature
(Purchaser)






 






    	 



    	 



    




 


1031 EXCHANGE
INFORMATION AND
AUTHORIZATION AGREEMENT


 


Prospective
Purchaser’s
Intent
to Exchange


 


If the
undersigned
is completing
a tax-deferred
exchange
pursuant
to Section
1031 of
the Internal
Revenue
Code in
connection
with
an investment
in the
Trust,
please
complete
the this
page.
The
minimum
equity
investment
for
an investor
is $73,000
which
equals
a 1 % Interest.
In addition,
for
purposes
of determining
liabilities
assumed
in connection
with
the investor’s
Section 1031
Exchange,
each 1% Interest
will have
a pro rata
percentage
of the
Loan
made
to the
Trust
of $65,000.


 


The
undersigned’s
exchange
information
is as
follows:


 


The
proposed
equity investment amount
is______________, of
which_____________is
exchanged
equity.



 


Cash
to complete
this
investment
will be
available
on:
_______________________________


 


The undersigned hereby
confirms that the acquisition of Interests
is part of a tax-deferred
exchange pursuant
to Section 1031 of the
Internal
Revenue Code, pursuant
to an Exchange
Agreement between Buyer and
____________________________ (the “Accommodator”) whose
address, telephone number
and contact person
are as follows (Please complete
in full):


 


	 	 	 
	 	Street Address	 	 	 
	 	 	 
	 	City	State	Zip
Code	 
	 	 	 
	 	Telephone
No.	Fax No.	E-mail	 
	 	 	 
	 	Contact
Person	 	 	 



 


Authorization
of Inquiry


 


Signing
this
form
authorizes
the
Trust
and its
authorized
representatives
to contact
the Accommodator
to obtain and
confirm
the
following
information:





		•	Funds
available
for
exchange;






		•	Expiration
date of
45-day
identification
period;
and






		•	Expiration
date of
180-day
exchange
period.



 


The
Trust
will
use
this information
solely
for
the purpose
of approving
the
undersigned’s
investment
in the
Interest and
establishing
the
required
time
period
for
completing
the
exchange.


 


Please
indicate
the undersigned’s
approval
by printing
the
undersigned’s
name
and
signing
below.


 


	Print
Name:	 	 	Date:	 
	 	 	 	 	 
	Signature:	 	 	 	 






 



    	 



    	 



    










 





BENEFICIAL
INTERESTS


IN





UR
LIPPINCOTT,
DST


 


BROKER-DEALER
AND REGISTERED
REPRESENTATIVE
REPRESENTATIONS
AND WARRANTIES


 


Standards
of suitability
have
been established
by the
Manager
and
fully
disclosed
in the
section
of the
Memorandum
entitled
“WHO
MAY INVEST.”
Prior to recommending
purchase
of the
Interests,
we have
reasonable
grounds
to believe,
on the
basis of information
supplied
by the
purchaser
concerning
his or
her investment
objectives,
other investments,
financial
situation
and needs,
and other
pertinent
information
that: (i) the
purchaser
meets the
standards
established
by the
Manager;
(ii) the purchaser
has a net worth
and income
sufficient
to sustain
the risks
inherent
in the Interests,
including
loss of the
entire investment
and lack of liquidity;
and (iii) the Interests
are otherwise
a suitable
investment
for
the purchaser.
We will
maintain
in our
files
documents
disclosing
the basis
upon
which the
suitability
of this
purchaser
was determined.


 


We
verify
that the
above
subscription
either
does not
involve
a discretionary
account
or, if
so,
that the
purchaser’s
prior written
approval
was obtained
relating
to the
liquidity
and
marketability
of the
Interests
during
the term
of the
purchase.


 





	Purchaser 	 	 	 	Name   	 
	Broker/Dealer
 	 	Firm   	 	Name 	 
	Registered
Representative
	 
	 	 	 	(Please
Print)	 	 
	 
	Registered
Representative’s
BRANCH
ADDRESS,
City,
State, Zip	 



 


Registered
Representative
CRD
#_________________________________________________________________ 

Branch Phone
Number
()__________________-_______________________





E-mail
address:
_____________________________


 


I certify
that
I am
registered
to sell
securities
in the
state in
which this
investor(s)
reside(s). INITIAL____________Reg.
Rep.


 


I certify
that
I am
currently
licensed with
the FINRA
and
all necessary
state regulatory
agencies
to sell
the
security
which
is the
subject
of this
document.





INITIAL____________Reg.
Rep.


 


I certify
that
I have
not
participated
in any
general
solicitation
or advertising
of the
offering
of this
security
and I have
a pre-existing
relationship
with
this
investor.





INITIAL____________Reg.
Rep.





	 	 
	Signature
of Registered
Representative
(REQUIRED)	 
	 	 
	Signature
of Broker/Dealer
Principal
(REQUIRED)	 






 






    	 



    	 



    

 


ADDENDUM A


 


UR LIPPINCOTT, DST


 


BAD ACTOR ADDENDUM





 


The
undersigned
purchaser
(“Purchaser”),
in connection
with Purchaser’s
purchase
(the “Purchase”)
of Interests
in UR
LIPPINCOTT,
DST (the
“Trust”)
dated as of,
2015
(the “Purchase
Date”) and
as a material
inducement
for
the Trust
to accept
such
Purchase,
hereby
represents,
warrants
and
covenants
to the
Trust
the following.


 


		1)	Representations
and
Warranties.



 


		i)	Purchaser
has
not
been
convicted,
within
ten years
before
the Purchase
Date, of
any
felony
or misdemeanor:



 


		(a)	In connection
with the
purchase
or sale
of any
security;






		(b)	Involving
the making
of any
false
filing
with the
United States
Securities
Exchange
Commission
(the
“Commission”);
or






		(c)	Arising
out
of the
conduct
of the
business
of an
underwriter,
broker,
dealer, municipal
securities
dealer, investment
adviser
or paid
solicitor
of purchasers
of securities;



 


		ii)	Purchaser
is not
subject
to any
order,
judgment
or decree
of any
court
of competent
jurisdiction,
entered within
five
years
before
the Purchase
Date, that,
at such
time,
restrains
or enjoins
such person
from engaging
or continuing
to engage
in any
conduct
or practice:



 


		(a)	In connection
with the
purchase
or sale
of any
security;






		(b)	Involving
the
making
of any
false filing
with
the
Commission;
or






		(c)	Arising
out
of the
conduct
of the
business
of an
underwriter,
broker,
dealer, municipal
securities
dealer, investment
adviser
or paid
solicitor
of purchasers
of securities;



 


		iii)	Purchaser
is not
subject
to a final
order
of a
state securities
commission
(or an
agency
or officer
of a state
performing
like
functions);
a state
authority
that supervises
or examines
banks,
savings
associations,
or credit
unions;
a state insurance
commission
(or an agency
or officer
of a state
performing
like functions);
an appropriate
federal
banking
agency;
the U.S.
Commodity
Futures
Trading
Commission;
or the National
Credit Union
Administration
that:



 


		(a)	As of
the
Purchase
Date, bars
the Purchaser
from:



 


		1.	Association
with
an entity
regulated by
such
commission,
authority,
agency,
or officer;






		2.	Engaging
in the
business
of securities,
insurance
or banking;
or






		3.	Engaging
in savings
association
or credit
union
activities;
or



 


		(b)	Constitutes
a final
order
based on
a violation
of any
law or
regulation
that
prohibits
fraudulent,
manipulative,
or deceptive
conduct
entered
within
ten years
before
the Purchase
Date;



 


		iv)	Purchaser
is not
subject
to an order
of the
Commission
entered
pursuant
to section
15(b)
or 15B(c)
of the
Securities
Exchange
Act of
1934 (15
U.S.C.
78 o (b)
or 78
o -4(c))
or section
203(e) or
(f) of
the Investment
Advisers
Act of
1940 (15
U.S.C. 80b-3(e)
or (f)) that,
as of the
Purchase
Date:



 


		(a)	Suspends
or revokes
Purchaser’s
registration
as a broker,
dealer,
municipal
securities
dealer
or investment
adviser;






		(b)	Places limitations
on the
activities,
functions
or operations
of Purchaser;
or






		(c)	Bars
Purchaser
from
being
associated
with
any
entity
or from
participating
in the
offering
of any
penny
stock;



 






    	 



    	 



    

  


		v)	Is subject
to any order
of the Commission
entered within
five
years before
the Purchase
Date, as of
the Purchase
Date, orders
Purchaser
to cease and
desist
from
committing
or causing
a violation
or future
violation of:



 


		(a)	Any scienter-based
anti-fraud
provision
of the
federal
securities
laws,
including
without
limitation
section 17(a)(1)
of the
Securities
Act of
1933 (15
U.S.C.
77q(a)(1)),
section 10(b)
of the
Securities
Exchange
Act of 1934
(15 U.S.C.
78j(b))
and 17
CFR 240.10b-5,
section 15(c)(1)
of the Securities
Exchange
Act of 1934 (15
U.S.C. 78
o (c)(1))
and section 206(1)
of the Investment
Advisers
Act of
1940 (15
U.S.C.
80b-6(1)),
or any
other rule
or regulation
thereunder;
or






		(b)	Section 5
of the
Securities
Act of
1933 (15
U.S.C.
77e).



 


		vi)	Purchaser
is not
suspended
or expelled
from
membership
in, or
suspended
or barred
from
association
with
a member
of,
a registered
national
securities
exchange
or a
registered national
or affiliated
securities association
for any
act or omission
to act constituting
conduct
inconsistent
with just
and equitable
principles
of trade;



 


		vii)	Purchaser
has
not
filed (as
a registrant
or issuer),
or was
not
named
as an underwriter
in,
any registration
statement
or Regulation
A offering
statement
filed with
the Commission
that, within
five
years before
the Purchase
Date, was the
subject of
a refusal
order,
stop order,
or order
suspending
the
Regulation
A exemption,
or is, as of
the Purchase
Date, the subject
of an investigation
or proceeding
to determine
whether
a stop order
or suspension
order
should
be issued;
or



 


		viii)	Purchaser
is not
subject
to a United
States Postal
Service false representation
order
entered
within
five
years before
the Purchase
Date, or
is, as
of the
Purchase
Date, subject
to a temporary
restraining
order or
preliminary
injunction
with
respect to conduct
alleged by
the
United States
Postal
Service to
constitute
a scheme
or device
for
obtaining
money
or property
through
the mail
by means
of false
representations.



 


		2)	Covenants.



 


		i)	Purchaser
shall
immediately
notify the
Trust
in writing
if Purchaser
becomes
subject
to any
of the
events
set forth
in Section
1 of
this
Bad Actor
Addendum
(a “Disqualification
Event”)
following
the
Purchase
Date. Such
notice shall
be referred
to as
a “Bad
Act Notice”
and shall
set forth
in sufficient
detail the
nature of
the Disqualification
Event
to which Purchaser
has become
subject
and the
date of the
Disqualification
Event’s
occurrence
(the “Disqualification
Notice”).



 


		ii)	Concurrently
with
Purchaser’s
execution
and delivery
of this
Bad Actor
Addendum,
Purchaser’s
shall execute
and
deliver
to the
Trust
an Irrevocable
Proxy,
in the
form
attached to
this Addendum
as Exhibit
A (the
“Proxy”),
granting
UR LIPPINCOTT
DST Manager,
LLC (the
“Manager”)
the right
to vote,
in manner
as determined
by the
Manager
in its sole
discretion,
all Interests in
the
Trust
held by
Purchaser
on all matters
requiring action
by holders
of Interests
in the
Trust. The
Proxy
shall
automatically
become
effective
as of
the date
of any
Disqualification
Event
and shall
cease to be effective
as of
the date the
Purchaser
ceases to be subject
to any Disqualification
Event,
as determined
in good
faith by
the Manager.



 


		iii)	Purchaser
agrees to
execute,
make,
acknowledge
and deliver
such
other
instruments,
agreements
and documents
as may
be required
to fulfill
the
purposes
of this
Bad Actor
Addendum
and
the Proxy.



 


[REMAINDER
OF PAGE
LEFT
INTENTIONALLY
BLANK]


 






    	 



    	 



    

  


IN
WITNESS
WHEREOF,
the undersigned
Purchaser
has executed
this
Bad Actor
Addendum
as of  __________________,
2015.


 





	If Purchaser
    is an
    Entity:	 	If Purchaser
    is an
    Individual:
	 	 	 
	(print
entity
name)   	 	  (print
name)



 


	By:  		(signature)	 	 	 
	Name:		(print)	(signature)	Title:	 	 
	 	(print)	 	 	 	 






 


Accepted
By:


 


UR
LIPPINCOTT
DST,





a
Delaware
statutory
trust


 


By:
UR LIPPINCOTT
Manager,
LLC,





a Delaware
limited liability company


Its:         Manager


 


	By:	 	 
	 Name:	 	 
	Its:	 	 






 






    	 



    	 



    

 





EXHIBIT
A 


TO
BAD ACTOR
ADDENDUM




 


UR LIPPINCOTT,
DST 


 


IRREVOCABLE
PROXY


 


The
undersigned
Purchaser
(the “Purchaser”)
of Class
1 beneficial
interests in
UR LIPPINCOTT,
DST, a
Delaware
statutory
trust
(the “Trust”),
irrevocably
authorizes
UR LIPPINCOTT
MANAGER,
LLC (the
“Manager”)
to act as his
or her
proxy
and to
represent and
vote
all of
Purchaser’s
Class
1 beneficial
interests
in the
Trust
(“Interests”)
at any meeting
of the
holders
of Interests
in the
Trust,
or in
respect of
any action
taken
by the
holders
of Interests
in the
Trust
without
a meeting
during
the Effective
Period
(as defined
below)
of this
irrevocable
proxy
to the
same
extent
and with
the
same
effect
as the
Purchaser
might
or could
do under
the Trust
Agreement
dated as
of [______],
2015
as may be
amended,
and any
applicable
laws
or regulations
governing
the
rights
or powers
of a
holder
of an
interest
in a Delaware
statutory
trust.
This
proxy
is irrevocable
and shall
be effective
for
any matter
brought
before
a meeting
or set
forth in
a written
consent
of the
holders
of Interests
in the Trust.
This proxy
shall
become
effective
as of the
date (the
“Effective
Date”) of
any Disqualification
Event,
as such
term defined
in that
certain Bad Actor
Addendum
dated as of________,
20___between
the Purchaser
and the
Trust
(the “Addendum”),
and shall
terminate
as of
the date
(the “Termination
Date”)
that the
Manager
determines,
in good
faith,
that the
Purchaser
is no longer
subject
to any Disqualification
Event.
The
period
beginning
on the
Effective
Date and
ending
on the
Termination
Date is referred
to in this irrevocable
proxy as
the
“Effective
Period”.


 


The
undersigned
Purchaser
hereby
affirms
that
this
irrevocable
proxy
is given
as a condition
of the
Purchase
Agreement
between
the
Purchaser
and the
Trust
dated__________, 2015
and as
such is
coupled
with an
interest
that is irrevocable.


 


	If Purchaser
    is an
    Entity:	 	If Purchaser
    is an
    Individual:
	 	 	 
	(print
entity
name)   	 	  (print
name)



 


	By:  		(signature)	 	 	 
	 	 	 	 	 	 
	Name:		(print)	(signature)	Title:	 	 	 
	 	(print)	 	 	 	 	 



  



    	 



    	 



    










 


BENEFICIAL
INTERESTS


IN





UR
LIPPINCOTT, DST


 


REAL
ESTATE
BROKER


REPRESENTATIONS
AND WARRANTIES


 


Standards
of suitability
have
been established
by the
Manager
and
fully
disclosed
in the
section
of the
Memorandum
entitled
“WHO
MAY INVEST.”
Prior to recommending
purchase
of the
Interests,
we have
reasonable
grounds
to believe,
on the
basis of information
supplied
by the purchaser
concerning
his or
her investment
objectives,
other investments,
financial
situation
and needs,
and other
pertinent
information
that: (i) the
purchaser
meets the
standards
established
by the
Manager;
(ii) the purchaser
has a net worth
and income
sufficient
to sustain
the risks
inherent
in the Interests,
including
loss of the
entire investment
and lack of liquidity;
and (iii) the Interests
are otherwise
a suitable
investment
for
the purchaser.
We will
maintain
in our
files documents
disclosing
the basis
upon
which the
suitability
of this
purchaser
was determined.


 


We
verify
that the
above
subscription
either
does not
involve
a discretionary
account
or, if
so,
that the
purchaser’s
prior written
approval
was obtained
relating
to the
liquidity
and
marketability
of the
Interests
during
the term
of the
purchase.


 





	Purchaser
Name	 
	Broker
Firm Name
	 
	Real Estate
Broker
	 	 
	 	(Please Print)
	 
	Broker’s City, State, Zip



 





Real
Estate
Broker’s
ID # (If
applicable)
______________________________________________________________

Broker
Phone
Number
() ________________-____________________





E-mail
address: ___________________________


 


I certify
that
I am
licensed
to sell
real estate
in the
state in
which this
investor(s)
reside(s). INITIAL_________Broker.


 





	 	 
	Signature
of Real
Estate Broker
(REQUIRED)	 











 









    	 



    	 



    

 


ADDENDUM
A


 


UR
LIPPINCOTT,
DST

 


 


BAD
ACTOR ADDENDUM


 


The
undersigned
purchaser
(“Purchaser”),
in connection
with Purchaser’s
purchase
(the “Purchase”)
of Interests
in UR
LIPPINCOTT,
DST (the
“Trust”)
dated as of________,
2015 (the
“Purchase
Date”) and
as a material
inducement
for
the Trust
to accept
such
Purchase,
hereby
represents,
warrants
and
covenants
to the
Trust
the following.


 


		3)	Representations
and
Warranties.



 


		i)	Purchaser
has
not
been
convicted,
within
ten years
before
the Purchase
Date, of
any
felony
or misdemeanor:



 


		(a)	In connection
with the
purchase
or sale
of any
security;






		(b)	Involving
the making
of any
false
filing
with the
United States
Securities
Exchange
Commission
(the
“Commission”);
or






		(c)	Arising
out
of the
conduct
of the
business
of an
underwriter,
broker,
dealer, municipal
securities
dealer, investment
adviser
or paid
solicitor
of purchasers
of securities;



 


		ii)	Purchaser
is not
subject
to any
order,
judgment
or decree
of any
court
of competent
jurisdiction,
entered within
five
years
before
the Purchase
Date, that,
at such
time,
restrains
or enjoins
such person
from engaging
or continuing
to engage
in any
conduct
or practice:



 


		(a)	In connection
with the
purchase
or sale
of any
security;






		(b)	Involving
the
making
of any
false filing
with
the
Commission;
or






		(c)	Arising
out
of the
conduct
of the
business
of an
underwriter,
broker,
dealer, municipal
securities
dealer, investment
adviser
or paid
solicitor
of purchasers
of securities;






 


		iii)	Purchaser
is not
subject
to a final
order
of a
state securities
commission
(or an
agency
or officer
of a state
performing
like
functions);
a state
authority
that supervises
or examines
banks,
savings
associations,
or credit
unions;
a state insurance
commission
(or an agency
or officer
of a state
performing
like functions);
an appropriate
federal
banking
agency;
the U.S.
Commodity
Futures
Trading
Commission;
or the National
Credit Union
Administration
that:



 


		(a)	As of
the
Purchase
Date, bars
the Purchaser
from:



 


		1.	Association
with
an entity
regulated by
such
commission,
authority,
agency,
or officer;






		2.	Engaging
in the
business
of securities,
insurance
or banking;
or






		3.	Engaging
in savings
association
or credit
union
activities;
or



 


		(b)	Constitutes
a final
order
based on
a violation
of any
law or
regulation
that
prohibits
fraudulent,
manipulative,
or deceptive
conduct
entered
within
ten years
before
the Purchase
Date;



 


		iv)	Purchaser
is not
subject
to an order
of the
Commission
entered
pursuant
to section
15(b)
or 15B(c)
of the
Securities
Exchange
Act of
1934 (15
U.S.C. 78
o (b) or
78 o
-4(c))
or section
203(e) or
(f) of
the Investment
Advisers
Act of
1940 (15
U.S.C. 80b-3(e)
or (f)) that,
as of the
Purchase
Date:



 


		(a)	Suspends
or revokes
Purchaser’s
registration
as a broker,
dealer,
municipal
securities
dealer
or investment
adviser;






		(b)	Places limitations
on the
activities,
functions
or operations
of Purchaser;
or






		(c)	Bars
Purchaser
from
being
associated
with
any
entity
or from
participating
in the
offering
of any
penny
stock;



 






    	 



    	 



    

  


		v)	Is subject
to any order
of the Commission
entered within
five
years before
the Purchase
Date, as of
the Purchase
Date, orders
Purchaser
to cease and
desist
from
committing
or causing
a violation
or future
violation of:



 


		(a)	Any scienter-based
anti-fraud
provision
of the
federal
securities
laws,
including
without
limitation
section 17(a)(1)
of the
Securities
Act of
1933 (15
U.S.C.
77q(a)(1)),
section 10(b)
of the
Securities
Exchange
Act of 1934
(15
U.S.C. 78j(b))
and 17
CFR 240.10b-5,
section 15(c)(1)
of the Securities
Exchange
Act of 1934 (15
U.S.C. 78
o (c)(1))
and section 206(1)
of the Investment
Advisers
Act of
1940 (15
U.S.C.
80b-6(1)),
or any
other rule
or regulation
thereunder;
or






		(b)	Section 5
of the
Securities
Act of
1933 (15
U.S.C.
77e).



 


		vi)	Purchaser
is not
suspended
or expelled
from
membership
in, or
suspended
or barred
from
association
with
a member
of,
a registered
national
securities
exchange
or a
registered national
or affiliated
securities association
for any
act or omission
to act constituting
conduct
inconsistent
with just
and equitable
principles
of trade;



 


		vii)	Purchaser
has
not
filed (as
a registrant
or issuer),
or was
not
named
as an underwriter
in,
any registration
statement
or Regulation
A offering
statement
filed with
the Commission
that,
within
five
years before
the Purchase
Date, was the
subject of
a refusal
order,
stop order,
or order
suspending
the
Regulation
A exemption,
or is, as of
the Purchase
Date, the subject
of an investigation
or proceeding
to determine
whether
a stop order
or suspension
order should
be issued;
or



 


		viii)	Purchaser
is not
subject
to a United States
Postal
Service false representation
order
entered
within
five
years before
the Purchase
Date, or
is, as
of the
Purchase
Date, subject
to a temporary
restraining
order or
preliminary
injunction
with
respect to conduct
alleged by
the
United States
Postal
Service to
constitute
a scheme
or device
for
obtaining
money
or property
through
the mail
by means
of false
representations.



 


		4)	Covenants.



 


		i)	Purchaser
shall
immediately
notify the
Trust
in writing
if Purchaser
becomes
subject
to any
of the
events
set forth
in Section
1 of
this
Bad Actor
Addendum
(a “Disqualification
Event”)
following
the
Purchase
Date. Such
notice shall
be referred
to as
a “Bad
Act Notice”
and shall
set forth
in sufficient
detail the nature
of the
Disqualification
Event
to which Purchaser
has become
subject
and the
date of the
Disqualification
Event’s
occurrence
(the “Disqualification
Notice”).



 


		ii)	Concurrently
with
Purchaser’s
execution
and delivery
of this
Bad Actor
Addendum,
Purchaser’s
shall execute
and
deliver
to the
Trust
an Irrevocable
Proxy,
in the
form
attached to
this Addendum
as Exhibit
A (the
“Proxy”),
granting
UR LIPPINCOTT
DST Manager,
LLC (the
“Manager”)
the right
to vote,
in manner
as determined
by the
Manager
in its sole
discretion,
all Interests in
the
Trust
held by
Purchaser
on all matters
requiring action
by holders
of Interests
in the
Trust. The
Proxy
shall
automatically
become
effective
as of
the date
of any
Disqualification
Event
and shall
cease to be
effective as
of the
date the Purchaser
ceases to be subject
to any Disqualification
Event,
as determined
in good
faith by
the Manager.



 


		iii)	Purchaser
agrees to
execute,
make,
acknowledge
and deliver
such
other
instruments,
agreements
and documents
as may
be required
to fulfill
the
purposes
of this
Bad Actor
Addendum
and
the Proxy.



 


[REMAINDER
OF PAGE
LEFT
INTENTIONALLY
BLANK]


 






    	 



    	 



    

 


  


IN
WITNESS
WHEREOF,
the undersigned Purchaser has executed this Bad Actor Addendum
as of __________________ , 2015.


 





	If Purchaser
    is an
    Entity:	 	If Purchaser
    is an
    Individual:
	 	 	 
	(print
entity
name)   	 	(print
name)



 


	By:  		(signature)	 	 	 
	Name:		(print)	(signature)	Title:	 	 	 
	 	(print)	 	 	 	 	 






 


Accepted
By:


 


UR
LIPPINCOTT
DST,





a
Delaware
statutory
trust


 


By:
UR LIPPINCOTT
Manager,
LLC,





a Delaware
limited
liability
company


Its:         Manager


 


	By:	 	 
	Name:	 	 
	Its:	 	 

















    	 



    	 



    

 


EXHIBIT
A 


TO
BAD ACTOR
ADDENDUM




 


UR LIPPINCOTT,
DST 


 


IRREVOCABLE
PROXY


 


The
undersigned
Purchaser
(the “Purchaser”)
of Class
1 beneficial
interests in
UR LIPPINCOTT,
DST, a
Delaware
statutory
trust
(the “Trust”),
irrevocably
authorizes
UR LIPPINCOTT
MANAGER,
LLC (the
“Manager”)
to act as his
or her
proxy
and to
represent and
vote
all of Purchaser’s
Class
1 beneficial
interests
in the
Trust
(“Interests”)
at any meeting
of the
holders
of Interests
in the
Trust,
or in
respect of
any action
taken
by the
holders
of Interests
in the
Trust
without
a meeting
during
the Effective
Period
(as defined
below)
of this
irrevocable
proxy
to the
same
extent
and with
the same
effect as the
Purchaser
might
or could
do under
the Trust
Agreement
dated as of_____________, 2015
as may be
amended,
and any
applicable laws
or regulations
governing
the rights
or powers
of a holder
of an interest
in a
Delaware
statutory
trust.
This
proxy
is irrevocable
and shall
be effective
for
any matter
brought
before
a meeting
or set
forth
in a
written
consent
of the
holders
of Interests
in the
Trust.
This
proxy
shall become
effective
as of the
date (the “Effective
Date”) of
any Disqualification
Event, as such
term defined
in that certain Bad
Actor Addendum
dated as
of________, 20______between
the Purchaser
and the
Trust
(the “Addendum”),
and shall
terminate
as of
the date
(the “Termination
Date”)
that the
Manager
determines,
in good
faith,
that
the Purchaser
is no
longer subject
to any Disqualification
Event. The
period beginning
on the Effective
Date and ending
on the Termination
Date is referred
to in this
irrevocable
proxy
as the
“Effective Period”.


 


The
undersigned
Purchaser
hereby
affirms
that
this
irrevocable
proxy
is given
as a condition
of the
Purchase
Agreement
between
the Purchaser
and the
Trust
dated__________, 2015
and as
such
is coupled
with an
interest
that is irrevocable.


 


	If Purchaser is an Entity:	 	If Purchaser is an Individual:
	 	 	 
	(print entity name)   	 	(print name)




 


	By:  		(signature)	 	 	 
	 	 	 	 	 	 
	Name:		(print)	(signature)	Title:	 	 	 
	 	(print)	 	 	 	 	 



 



    	 



    	 



    




 


EXHIBIT B


 


UR
LIPPINCOTT,
DST 



 


PURCHASE AGREEMENT




 


(ATTACHED)


  






    	 



    	 



    

  


PURCHASE
AGREEMENT


 


THIS
PURCHASE AGREEMENT
(“Agreement”)
is made
and effective
as of the
date Seller
executes
this
Agreement
(“Effective
Date”), by
and between
UR Lippincott,
DST, a Delaware
statutory
trust
(“Seller”),
and the undersigned
buyer (“Buyer”),
with reference
to the facts set
forth below.
All terms
with initial
capital letters not
otherwise
defined
herein
shall
have
the
meanings
set
forth in
the Memorandum
(as defined
below).


 


RECITALS


 


		A.	UR Lippincott
Manager,
LLC (“Manager”),
and VCORP
Trust
Services,
LLC (“Trustee”)
have entered
into the
Trust
Agreement
of the
Seller (the
“Trust
Agreement”).



 


		B.	United Realty
Funds
Management,
LLC (the
“Sponsor”)
is sponsoring
the
offering
of Class
1 beneficial
interests
in Seller
(“Interests”)
to purchasers
who
will become
beneficial
owners
(“Beneficial
Owners”)
in Seller.



 


		C.	Seller desires
    to sell and Buyer desires to buy Interests on the terms and conditions set forth in
    this Agreement. The Interests are being offered for sale pursuant
    to the Confidential Private Placement
    Memorandum dated April, 2015
    (together with
    any amendments
    and supplements
    thereto,
    the “Memorandum”).




 





	 	D.	Seller is the purchaser of a 53,100 square foot, single tenant office building located at 402 & 404 Lippincott Drive,
Marlton, New Jersey (the “Property”).



 










		E.	The
Property
will be
subject
to the
Loan
Documents.



 


NOW,
THEREFORE,
in consideration
of the
covenants
and mutual
agreements
set forth
herein
and for
other valuable
consideration,
the
receipt and
sufficiency
of which
are hereby
acknowledged,
the
parties
agree as
set forth
below.


 


1.    Agreement
of Purchase
and
Sale.


 


1.1.
Purchase, Sale and Purchase Price. Seller hereby agrees to sell, and Buyer hereby agrees to purchase, $
___________ worth of Interest (the “Purchased Interest”) for a total purchase price (“Purchase Price”)
equal to the Cash portion and the Debt Portion for each one percent (1% ) Interest to be acquired, which shall be allocated $73,000
in cash
(for
each 1 %
ownership
interest in
the Seller
purchased)
(the “Cash
Portion”)
and one
percent
(1%) of
the total
Loan
debt
(for
each 1%
ownership
interest in the
Seller purchased)(the
“Debt
Portion”).
The
Purchase
Price shall
include
the
compensation
and fees
payable
to Seller and
its affiliates as
set
forth in
the Memorandum.
Seller has accepted
a Loan
offered
by Lender
to the Seller. The
Loan shall
be in the
amount
of $6,500,000,
representing $65,000
of loan
debt
per 1%
interest.


 


		1.2.	Payment.
Buyer
shall
pay
the
Cash
Portion of
the Purchase
Price as
follows:



 


		1.2.1.	Purchase Price.
The
execution
and delivery
of this
Agreement
shall
be deemed
to constitute
Buyer’s
offer
to purchase
the Purchased
Interest and
shall
constitute
the Buyer’s
confirmation
of its
capacity
to fund
the entirety
of the
Cash
Portion of
its Purchase
Price. Upon
Seller’s acceptance
of the
offer
and written
demand
to close,
the Buyer
shall
deliver
to Seller (either
directly or
indirectly through
Buyer’s
Accommodator
identified on
the Purchaser
Questionnaire
(“Accommodator”))
by wire or
by check
payable
to “UR Lippincott,
DST” or another
mutually
agreed
upon escrow party,
as applicable
(“Escrow
Agent”)
the full amount
of the Cash
Portion, to be
received by
Seller at least two (2) Business
Days prior
to the Closing,
to commence
the closing
of the
sale of the
Purchased
Interest.



 


1.3. Buyer's
Deliveries. Concurrently
with delivery
of the
Cash Portion,
Buyer shall
execute,
acknowledge
(where
appropriate) and
deliver to
Seller: (i)
an executed
signature
page or
joinder
to the
Trust Agreement
and (ii) such
other
documents
as may
reasonably
be requested by
Seller and/or
Escrow
Agent.
The
Trust
Agreement
(including
all executed
signature
pages
thereto)
shall
not
be effective
until
the
Closing
Date.


 






    	 



    	 



    

  


1.4.
Buyer’s Intent
to Exchange
. If Buyer’s
acquisition
is part
of a
tax-deferred
exchange
pursuant
to Section
1031 of
the Internal
Revenue
Code of
1986, as amended
(“Code
Section 1031”),
it is a condition
precedent
to the closing of
the purchase
and sale
of the
Purchased
Interest
(the “Closing”)
that Buyer
is able to complete
an exchange
for all or
a portion of
its relinquished
property
pursuant
to an exchange
agreement
between
Buyer and___________________________(“Accommodator”).
Seller agrees to execute
such documents
or instruments
as may be
necessary
or appropriate
to evidence such
exchange,
provided
that Seller’s
cooperation
in such
regard shall
be at no additional
cost, expense
or liability
whatsoever
to Seller, and that no
additional delays
in the Closing
are incurred
unless
mutually
agreed upon
by Buyer
and Seller. Buyer
may assign
its rights
under
this Agreement
to Accommodator
pursuant
to an Exchange
Agreement
between
Buyer and
Accommodator
to effect such
exchange.


 


1.5.Advisors.
Buyer
has consulted
with
a qualified
attorney
or other
knowledgeable
professional
as to the
tax and
real estate
issues
associated
with a
purchase
of an
Interest.


 


		2.	Closing.



 


2.1.Cash Portion.
Cash Portion.
At least two
(2) Business
Days
prior to
the Closing,
to commence
the Closing,
Buyer
shall
deliver
the Cash
Portion to
the Escrow
Agent
and,
upon
Seller’s demand
in order
to close,
the Escrow
Agent
shall
deliver
Buyer’s
Cash
Portion to
Seller. Seller shall
provide
escrow instructions
to the Escrow
Agent
consistent
with the
terms of
this Agreement
and,
pending
the Closing,
the Buyer
and Seller shall
execute
additional
escrow instructions
not
inconsistent
with the
terms of this
Agreement
if reasonably
required
by Escrow
Agent
or the Accommodator.


 


2.2.
Seller’s Deliveries
. Prior to
the Closing,
Seller shall
deposit
into Escrow
applicable certificates
regarding
federal
and state
withholding
taxes
and execute
other
customary
documents
in the appropriate
form conveying
the Purchased
Interest to Buyer as of
the Closing.


 


2.3.Closing
Date. Closing
shall
occur
on a
date specified
by Seller
(the “Closing
Date”),
by delivering
funds
and
documents
as set
forth in
Section 4
IF AND
ONLY
IF all funds
and
instruments
required
pursuant
to Sections 1
and 2
have
been delivered
to Seller or
Escrow
Agent,
as the
case may
be. Seller
is instructed
to insert
the Closing
Date as
the closing
date of
the other
Transaction
Documents.


 


2.4.Latest
Closing. If
the
Closing
has not
occurred by
5:00 p.m.
on the Business
Day after
the
Closing
Date, for
any reason
other
than
the default
of either
Buyer
or Seller
under
this Agreement,
either party
may
terminate
this Agreement
by written
notice
to the
other
party
and to
Escrow
Agent.
If this
Agreement
is so
terminated
for
any reason
other
than
the default
of Buyer
or Seller
hereunder,
(i) Buyer
and Seller
shall
promptly
execute
and
deliver
any cancellation
instructions
reasonably
requested
by Escrow
Agent;
(ii) Escrow
Agent
shall return
the Cash
Portion to Buyer
or Buyer’s
Accommodator,
as the case may
be; and
(iii) Buyer
and Seller shall
be released
from their
obligations
under this
Agreement,
other than any
obligations
of Buyer
that survive
termination
of this
Agreement.
If all conditions
to the
Closing
have
been satisfied
or waived
by the
Closing Date
and Buyer
fails
to consummate
the purchase
of the Purchased
Interest, in addition
to any other
rights or
remedies that
Seller may
have,
Seller shall be
entitled to
terminate
this Agreement
and,
upon
such
termination,
Seller shall
be released
from
all obligations
under
this Agreement.


 


3.Closing
Cancellation.
If Closing
fails to
occur
due
to Buyer’s
default
under
this Agreement,
Buyer
shall
pay all
escrow cancellation
charges.
If Closing
fails
to occur
for
any other
reason
other
than
the foregoing,
Seller shall
pay any
cancellation
charges.


 


		4.	Distribution
of Funds
and Documents.



 






    	 



    	 



    

 








4.1.Deposit of Funds. All cash
received hereunder by Escrow
Agent shall, until the Closing, be kept on deposit with other funds
in Escrow
Agent’s general
account(s),
in any state or national bank, and may be transferred
to any other such general
account(s).


 


4.2.Disbursements.
Escrow
Agent
at the
Closing
will hold
for
personal
pickup,
or if
requested,
wire transfer
to an
account
designated
by the
party
receiving
such
funds,
the following:
(i) to Seller,
or order,
the Cash
Portion,
plus
any proration
or other
credits
to which
Seller will be
entitled
less any
appropriate
proration
or other
charges
due
Buyer,
and (ii) to Buyer
or Buyer’s
Accommodator,
as the
case may
be, or
order,
the Cash
Portion and
any excess
funds previously
delivered
to Escrow
Agent by
Buyer.
All other
disbursements
by Escrow
Agent
shall be
made
by checks
of Escrow
Agent
in accordance
with the
Escrow
Agreement.


 


5.Seller’s
Representations and
Warranties.
Seller hereby
represents
and
warrants
to Buyer
as of the
Effective
Date and
the Closing
Date that:


 


5.1.This
Agreement
has been
duly
authorized,
executed
and delivered
by Seller.


 


5.2.This
Agreement
constitutes
legal,
valid and
binding
agreements
enforceable
against
Seller in accordance
with
its terms,
except
as such
enforceability
may
be limited
by the
effect
of (i)
bankruptcy,
insolvency,
reorganization,
receivership,
conservatorship,
moratorium
or other
similar debtor
relief laws from
time to time
in effect
under
state or
federal
law; (ii) general
principles
of equity,
whether
considered
in a proceeding
in equity
or at law;
(iii) the
exercise
of the
discretionary
powers
of any
court
or other
authority
before
which
may
be brought
any proceeding
seeking
equitable
remedies,
including,
without
limitation,
specific
performance
and injunctive
relief, (iv)
applicable
fraudulent
conveyance
laws from
time
to time
in effect;
and
(v) public
policy
considerations
underlying
the securities
laws, to the
extent
that such
public
policy considerations
limit
the enforceability
of the provisions
of this Agreement
that
purport
or are
construed
to provide
indemnification
from securities
law liabilities.


 


5.3.The
execution
and
delivery
by Seller
of this
Agreement
and
the sale
of the
Purchased
Interests hereunder,
and the
fulfillment
of and
compliance
with the
respective terms
hereof
and
thereof
by Seller,
do not
and shall
not (1)
conflict
with or
result in a breach
of the terms,
conditions,
or provisions
of, (2) constitute
a material default
under,
(3) result in the
creation of any
lien or encumbrance
upon Seller’s
assets pursuant
to, (4) give
any third party
the right
to modify,
terminate,
or accelerate
any obligation
under,
(5) result
in a
violation
of,
or (6)
require any
authorization,
consent,
approval,
exemption,
or other
action by or
notice or
declaration to,
or filing
with
any court
or administrative
or governmental
body or agency
pursuant
to, the organizational
documents
of Seller, or
any law,
statute,
rule or regulation,
order,
judgment
or decree to which
Seller is subject,
or any
material agreement
or instrument
to which
Seller is subject.


 


5.4.On
and
after the
Closing
Date, Seller
shall,
for
federal
income
tax purposes,
treat Seller
as an investment
trust
pursuant
to Regulation
Section 301.7701-4(c)
and each
Beneficial
Owner
as a “grantor”
within
the meaning
of Code
Section 671. Seller agrees
to report Depositor’s
and Buyer’s
interest
in Seller in a manner
consistent
with
the
foregoing
and otherwise
not
to take
any
action that
would
be inconsistent
with the
foregoing.
Accordingly,
the Depositor
and Seller
shall,
for
federal
income
tax purposes,
report the
sale of
the Purchased
Interest to
the
Buyer pursuant
to this
Agreement
as a sale to
Buyer of
a direct ownership
interest
in the
Property.


 


		6.	Buyer
Representations
and Warranties.
The
Buyer,
as of
the
Effective
Date and
the Closing
Date:



 


6.1.Represents
and
warrants
that the
undersigned:
(i) understands
and is
aware
that
there
are substantial
uncertainties
regarding
the
treatment
of the
undersigned’s
Purchased
Interest as
an interest
in real
property
for
federal
income
tax purposes
and has
read the
entire
Memorandum
and fully
understands
that there is
a risk
that the
undersigned’s
Interest will not
be treated as an interest
in real property
for federal
income
tax purposes;
(ii) has independently
obtained
advice from
its legal counsel
and/or accountant
regarding any
tax deferred
exchange
under Code
Section 1031, including,
without
limitation,
whether
the acquisition
of the undersigned’s
Purchased
Interest pursuant
to this Agreement
may qualify
as part
of a tax-deferred
exchange,
and the
undersigned
is relying
on such advice
and not
on the opinion
of counsel
issued
to Seller; (iii) is aware
that the
IRS has
issued
Rev. Rul.
2004- 86 specifically
addressing
Delaware Statutory
Trusts,
the Revenue
Ruling
is merely
guidance
and is not
a “safe harbor”
for taxpayers
or sponsors,
and, without
the issuance
of a Private
Letter Ruling
on a specific
offering,
there is no
assurance
that the
undersigned’s
Interest will
not be
partnership
interests for
federal
income
tax purposes;
(iv) understands
that neither
Depositor, Seller
nor the
Sponsor
has obtained,
and will not
request, a ruling
from
the IRS
that the
undersigned’s
Interest will
be treated as an undivided
interest in real property
as opposed to
an interest in a partnership;
(v) understands
that the
tax consequences
of an
investment
in the
undersigned’s
Interest, especially
the treatment
of the transaction
described herein
under Code
Section 1031 and
the related rules,
are complex
and vary
with the
facts and
circumstances
of each individual
Buyer;
(vi) understands
that, notwithstanding
the opinion
of special
tax counsel
issued
to Seller stating
that
an Interest
purchased
in this
offering
“should”
be considered
a real property
interest and
not
a partnership
interest for
federal
income
tax purposes,
no assurance
can be given
that the
IRS will agree
with
this opinion;
and (vii)
shall,
for federal
income
tax purposes,
report the
purchase
of the
Purchased
Interest
by the
undersigned
pursuant
to this
Agreement
as a purchase
by the
undersigned
of a
direct
ownership
interest in
the Property.


 






    	 



    	 



    

 





6.2.Acknowledges
that the
undersigned
(i) has
received
and reviewed
the Memorandum
and the
Trust
Agreement;
and
(ii) is familiar
with and
understands
each of
the foregoing
including,
without
limitation,
the “Risk
Factors”
set forth
in the
Memorandum.


 


6.3.Represents
and
warrants
that
the undersigned,
in determining
to purchase
an Interest,
has relied solely
upon
the
Memorandum
(including
the exhibits
thereto
and other
documents
incorporated
by reference
therein)
and the advice
of the
undersigned’s
independent
legal counsel
and accountants
or other
financial
advisors
with respect to
the tax
and
other
consequences
involved
in purchasing
Interests.


 


6.4.Acknowledges
that
the
Purchased
Interest being
acquired
will be
governed
by the
terms
and conditions
of the
Trust Agreement,
and under
certain circumstances
by the limited
liability
company
operating
agreement
contemplated
by the
Trust
Agreement,
both of which
the undersigned
accepts and
by which
the undersigned
agrees by
execution
hereof
to be
legally bound.


 


6.5.Represents
and warrants
that
the
undersigned
either (i)
is an accredited
investor, or
(ii) is purchasing
in a fiduciary
capacity
for
a person
meeting
such
condition.


 


6.6.Represents
and warrants
that
the Purchased
Interest being
acquired
will
be acquired
for
the undersigned’s
own
account without
a view
to public
distribution
or resale and
that
the undersigned
has no
contract, undertaking,
agreement
or arrangement
to sell or
otherwise
transfer
or dispose
of any Interests
or any portion
thereof
to any other
Person.


 


6.7.Represents
and warrants
that the
undersigned
(i) can bear
the economic
risk of
the
purchase
of the Purchased
Interest including
the
total loss
of the
undersigned’s
investment;
and (ii)
has such
knowledge
and experience
in business
and financial
matters,
including
the
analysis
of or
participation
in offerings
of privately
issued
securities,
as to be
capable
of evaluating
the merits
and risks
of purchasing
Interests,
or that
the undersigned
is being
advised
by others
(acknowledged
by the
undersigned
as being
the
“Buyer
Representative(s)”
of the
undersigned)
such
that they
and the
undersigned
together
are capable
of making
such
evaluation.


 


6.8.Understands
that the
undersigned
will
be required
to provide
current
financial
and
other
information
to the
Trust
to enable
it to determine
whether
the undersigned
is qualified
to purchase
the Purchased
Interest.


 


6.9.Understands
that the
Purchased
Interest has
not
been registered
under
the Securities
Act
of 1933,
as amended
(the “Securities
Act”),
or the
securities
laws
of any
state and
are subject
to substantial
restrictions
on transfer
as described
in the
Memorandum,
which
restrictions are
in addition
to certain other
restrictions set
forth
in the
Trust
Agreement.


 






    	 



    	 



    

 


6.10.        Agrees
that
the undersigned
will not
sell or
otherwise
transfer
or dispose
of the
Purchased
Interest or
any portion
thereof
unless
(i) such
Interest
is registered
under
the
Securities
Act
and any
applicable
state securities
laws
or, if
required by
Trust,
the
undersigned
obtains
an opinion
of counsel
that
is satisfactory
to Trust
that such
Interest
may be
sold in reliance
on an exemption
from such
registration
requirements,
and (ii) the
transfer
is otherwise
made
in accordance
with the
Trust
Agreement.


 


6.11.        Agrees
that
the transfer
of the
Purchased
Interest is
subject
to a right
of first
refusal
and the
approval
of the
Manager
and the
Purchased
Interest
may
not
be transferred
if the
transfer
would cause
there
to be
more than
495 owners.


 


6.12.        Agrees
that the
undersigned
will not
sell or
transfer
the Purchased
Interest to
(i) an employee
benefit
plan
within
the meaning
of section
3(3) of
ERISA that
is subject
to the
fiduciary
responsibility
provisions
of Title I
of ERISA
(a “plan”),
or a plan
within
the meaning
of Code
Section 4975(e)(1)
that is
subject
to Code
Section 4975 (also,
a “plan”),
including
a qualified
plan (any
pension,
profit
sharing
or stock bonus
plan that is qualified
under Code
Section 401(a))
or an individual
retirement account;
(ii) any
person
that is directly
or indirectly
acquiring
the
Purchased
Interest on behalf
of,
as investment
manager
of,
as fiduciary
of,
as trustee
of,
or with
assets
of a
plan (including
any insurance
company
using
assets
in its general
or separate
account
that may
constitute
assets of
a plan);
(iii) a charitable
remainder
trust;
(iv)
any other
tax-exempt
entity;
or (v)
a foreign
person.


 


6.13.        Acknowledges
that
the undersigned’s
overall
commitment
to investments
that are
not readily
marketable
is not
disproportionate
to the
undersigned’s
individual
net
worth,
and the
undersigned’s
purchase
of the
Purchased
Interest will
not
cause such
overall
commitment
to become
excessive.
The
undersigned
has adequate
means of
providing
for the
undersigned’s
financial
requirements,
both current
and anticipated,
and has no
need for
liquidity in this
investment.
Buyer
can bear and is willing
to accept the economic
risk of losing
the undersigned’s
entire investment
in the Purchased
Interest.


 


6.14.        Understands
that
(i) the
Trust
has no
obligation
or intention
to register
any Interest
for resale
or transfer
under
the Securities
Act
or any
state securities
laws or
to take
any
action (including
the filing
of reports or
the publication
of information
as required by
Rule 144
under the
Securities Act)
which would
make available
any exemption
from the
registration
requirements
of any
such
laws,
and (ii) the undersigned
therefore
may be
precluded
from
selling
or otherwise
transferring
or disposing
of any
Interest or
any portion thereof
for an indefinite
period of
time or at any
particular
time.


 


6.15.        Acknowledges
that the
undersigned
has
been encouraged
to rely
upon
the advice
of the
undersigned’s
own
independent
legal
counsel
and accountants
or other
financial
advisors
with
respect to the
tax and
other considerations
relating
to the purchase
of the
Purchased
Interest and
has been
offered,
during
the course
of discussions
concerning
the purchase
of the
Purchased
Interest,
the opportunity
to ask
such questions
and
inspect
such documents
concerning
the Interests,
the Trust,
the Property
and the offering
as the undersigned
has requested
so as to understand
more fully
the nature
of the investment
and to verify
the accuracy
of the
information
supplied.


 


6.16.        Agrees
that the
information
in the
Memorandum,
including
but not
limited
to property
or tenant
financial
information,
property
reports or
summaries,
and other
agreements,
documents,
materials,
and
oral and/or
written
information
with
respect to the
proposed
purchase
of the
Purchased
Interest is
confidential
“Business
Information;”
agrees that
the Business
Information
is confidential
and is intended
solely
for the
undersigned’s
limited
use
and
benefit
in determining
the
undersigned’s
desire to purchase
the
Purchased
Interest; and
agrees to
keep
the Business
Information
permanently
confidential,
and not
to disclose
or divulge
any Business
Information
to, or reproduce
any Business
Information
for the
benefit
of, any
Person
other than
those
individuals
who are
actively
and directly
participating
in the analysis
of the proposed
investment
on behalf
of the undersigned
(to the extent
reasonably
required for
such
analysis)
and who
have been
informed
of the
confidential
nature
of such
information.


 






    	 



    	 



    

 




 6.17.         Represents
and warrants
that (i)
if an
individual,
the
undersigned
is at least
19 years
of age; (ii)
if an individual,
the
undersigned
is a United
States citizen;
(iii) the
undersigned
has
adequate
means
of providing for
the undersigned’s
current
needs
and personal
contingencies;
(iv) the
undersigned
has no
need for
liquidity
in the undersigned’s
investments;
(v) the
undersigned
maintains
the undersigned’s
principal
residence at the address
previously
disclosed
to Seller; (vi) all investments
in and commitments
to non-liquid
investments
are, and after
the purchase
of the
Purchased
Interest will be,
reasonable
in relation to the
undersigned’s
net worth and
current
needs; and (vii)
any financial
information
that is
provided
by the
undersigned,
or is
subsequently
submitted
by the
undersigned
at the
request
of Seller,
does or will
accurately
reflect the
undersigned’s
financial
condition
with
respect to which
the undersigned
does not
anticipate
any material
adverse
change.


 


6.18.        Understands
that no
federal
or state
agency
including
the
Securities
and Exchange
Commission
or the
securities
commission
or authorities
of any
other
state has
approved
or disapproved
the Interests,
passed
upon
or endorsed
the merits
of the
Offering
or the
accuracy or
adequacy
of the
Memorandum,
or made
any finding
or determination
as to the fairness
of the
Interests for
public
investment.


 


6.19.        Acknowledges
that
Seller has
the unconditional
right to
accept or
reject any
offer
to purchase
the
Interests.


 


6.20.        Understands
that
the
Purchased
Interest is
being
offered
and
sold
in reliance
on specific
exemptions
from
the registration
requirements
of federal
and state
laws
and that
Seller is
relying
upon
the truth
and accuracy
of the
representations,
warranties,
agreements,
acknowledgments
and understandings
set forth
herein
and in the
Purchaser
Questionnaire
in order
to determine
the suitability
of the undersigned
to purchase
the Purchased
Interest.


 


6.21.        Represents,
warrants
and agrees
that, if the
undersigned
is acquiring
the
Purchase
Interest in
a fiduciary
capacity,
(i) the
above
representations,
warranties,
agreements,
acknowledgments
and understandings
shall
be deemed
to have
been made
on behalf
of the
person
or persons
for
whose
benefit
such
Purchased
Interest is being
acquired,
(ii) the
name
of such
person
or persons
is indicated
below
the
Buyer’s
name,
and (iii)
such further
information
as Seller deems
appropriate
shall be
furnished
regarding such
person
or persons.


 


6.22.        Represents
and warrants
that the
Purchaser
Questionnaire
delivered
to Seller is
true and
complete
and
agrees that
Seller
may
rely on
the truth
and
accuracy
of the
information
for
purposes
of assuring
Seller that it
may
rely on
the exemptions
from
the
registration
requirements
of the
Securities
Act
afforded
by Section
4(2) of
the Securities
Act and
Regulation
D promulgated
under
the
Securities
Act, and
of any
applicable
state statutes
or regulations;
and,
further,
agrees
that Seller
may
present
such
information
to such
parties
as they
deem
appropriate
if called upon
to verify
the
information
provided
or to establish
the
availability
of an exemption
from registration
under Section
4(2) of
the Securities
Act, Regulation
D or any
state securities
statutes
or regulations
or if the contents
are relevant
to any
issue
in any
action,
suit
or proceeding
by which
it is or may
be bound.


 


6.23.        Acknowledges
and agrees
that
counsel,
including
special
tax counsel,
to Seller, the
Sponsor,
the Manager,
and their
Affiliates
do not
represent,
and shall
not
be deemed
under
applicable
codes of professional
responsibility,
to have represented
or to be representing,
any or all of
the Buyers
in any way
in connection
with the
purchase
of the
Purchased
Interest and the
entering
into of
the related Transaction
Documents.


 


6.24.        Represents
and warrants
that it
has
not dealt
with
any
finder,
real estate broker
or realtor in connection
with
this
Agreement.


 


6.25.        Agrees
to indemnify,
defend
and hold
harmless
Seller, the
Sponsor,
the Manager,
sales agents,
soliciting
dealers and
each of their
respective trustees,
members,
managers,
shareholders,
officers,
directors, employees,
consultants,
affiliates
and advisors
(the “Indemnified
Parties”)
of and
from any
and
all damages,
losses,
liabilities,
costs
and expenses
(including
reasonable
attorneys’
fees and
costs)
that
they
may
incur
by reason
of the
untruth
or inaccuracy
of any
of the
representations,
warranties,
covenants
or agreements
contained
herein
or in
any other
document
the undersigned
has furnished
to any of the
foregoing
in connection
with this
transaction.
In addition, if any
person
shall
assert a claim
to a finder’s
fee or real
estate brokerage
commission
on account
of alleged
employment
as a finder
or real estate broker
through
or under
the undersigned
in connection
with this Agreement,
the undersigned
shall indemnify
and hold
the Indemnified
Parties harmless
from and
against
any such
claim. This
indemnification
includes,
but is not
limited
to, any damages,
losses,
liabilities, costs
and expenses
(including
reasonable
attorneys’
fees and
costs)
incurred by
the Indemnified
Parties defending
against
any alleged
violation of federal
or state
securities
laws, which
is based upon
or related
to any untruth
or inaccuracy
of any of
the representations,
warranties
or agreements
contained
herein
or in any
other documents
the
undersigned
has
furnished
to any of the
foregoing
in connection
with this transaction,
and against
any failure
of the transaction to satisfy
any Section
1031 requirements
in connection
with the undersigned’s
exchange
under
such
provisions.


 






    	 



    	 



    

 


6.26.         Acknowledges
and
agrees that
that if
requested
by the
Seller, the
undersigned
will execute
and deliver
the Bad
Actor Addendum
attached
as Addendum
A hereto,
together
with
the
Irrevocable
Proxy
attached as
Exhibit A
thereto,
and if
the
undersigned
is an entity,
the
undersigned
will have
each of
its beneficial
owners
who by
virtue
of ownership
thereof
would
own
twenty
percent
(20%) or
more
of the
Interests,
as determined
by the
Seller, execute
and
deliver a
Bad Actor
Addendum.
The
undersigned
understands
that
if the Seller
requests that
the undersigned
execute and
deliver a Bad
Actor Addendum,
such
execution and delivery
shall be
a condition
to its purchase
of the
Purchased
Interest.


 


7.    Survival
of Representations.
The representations
and warranties
of Buyer
set forth
in Section
6 shall
survive
the Closing
Date or
termination
of this
Agreement
and
in the
event
of a
Transfer
Distribution
and the
issuance
of LLC
membership
units
in complete
satisfaction
of the
Interests,
these representations
and
warranties
shall
be deemed
given
as of
the date
thereof.


 


		8.	General
Provisions.



 


8.1.          Interpretation.
The
use
herein
of (i)
one
gender
includes
the masculine
and
the feminine,
(ii) the singular
number
includes
the plural,
whenever
the
context
so requires,
and (iii)
the
words
“I”
and “me”
include
“we” and
“us”
if Buyer
is more
than
one
person.
Captions
in this
Agreement
are inserted
for
convenience
of reference
only
and do
not
define,
describe, or
limit
the scope
or the
intent
of this
Agreement
or any
of the
terms hereof.
All exhibits
referred to herein
and attached hereto
are incorporated
by reference.
This Agreement
together with
the other
Transaction
Documents
contain
the entire
agreement
between
the parties
relating
to the
transactions contemplated
hereby,
and all prior or
contemporaneous
agreements,
understandings,
representations,
and statements,
oral or written,
are merged
herein.


 


8.2.           Modification.
No modification,
waiver,
amendment,
discharge,
or change
of this
Agreement
shall be
valid unless
the same
is in writing
and signed
by the
party
against
which
the enforcement
thereof
is or
may be
sought.


 


8.3.           Cooperation.
Buyer
and
Seller acknowledge
that
it may
be necessary
to execute
documents
other
than those
specifically
referred
to herein
to complete the
acquisition
of the
Purchased
Interests
as provided
herein.
Buyer and
Seller agree
to cooperate
with each other
in good
faith
by executing
such
other
documents
or taking
such
other action as may
be reasonably
necessary
to complete this
transaction in
accordance
with the
parties’
intent
evidenced in this
Agreement.


 


8.4.           Assignment.
Buyer
shall
not
assign
its rights
under
this Agreement
except
to Accommodator
without
first
obtaining Seller’s
written consent,
which consent
may
be withheld
in Seller’s sole
and absolute
discretion.
No such
assignment
shall
operate to release
the assignor
from the obligation
to perform
all obligations
of Buyer
hereunder.
Seller shall
have
the absolute
right to assign
its rights
and obligations
under this
Agreement.


 


8.5.          Notices.
Unless
otherwise
specifically
provided
herein,
all notices,
demands
or other
communications
given
hereunder
shall
be in
writing
and
shall
be addressed
as follows:


 


If to
Seller, to:


 






    	 



    	 



    

 





UR Lippincott,
DST

 c/o United
Realty





60
Broad
Street, 34th
Floor 

New
York,
NY 10004


Phone:
(212)
388.6800





Fax:
(212) 202-5063





Attention:
Jacob
Frydman


 


If
to Buyer,
to the
address listed
under
Buyer’s
name
on the
signature
page
to this
Agreement.


 


Either
party
may
change
such
address by
written
notice
to Escrow
Agent
and the
other party.
Unless otherwise
specifically
provided
for herein,
all notices,
payments,
demands
or other
communications
given
hereunder
shall be
deemed
to have
been duly
given
and received:
(i) upon
personal
delivery,
or (ii)
as of the
third business
day after mailing
by United
States registered
or certified
mail, return
receipt requested,
postage
prepaid,
addressed
as set forth
above,
or (iii) the
immediately
succeeding
Business
Day after deposit
with Federal
Express
or other
similar
overnight
delivery
system.


 


8.6.          
Periods of Time. All time periods referred to in this Agreement include all Saturdays, Sundays and state or United States holidays, unless Business Days are specified, provided that if the date or last date
to perform
any act or give any notice with respect
to this Agreement falls on
a Saturday, Sunday or state or national holiday, such
act or notice may be timely performed or given on the next succeeding Business Day.


 


8.7.           Counterparts.
This
Agreement
may
be executed
in counterparts,
all of
which
when
taken
together shall
be deemed
fully
executed
originals.


 


8.8.         
Attorneys’ Fees . If
either party
commences
litigation
for
the judicial
interpretation,
enforcement,
termination,
cancellation,
or rescission
hereof,
or for
damages
(including
liquidated
damages)
for the
breach hereof
against
the other
party,
then,
in addition to any
or all other
relief awarded
in such
litigation,
the substantially
prevailing
party
therein shall
be entitled
to a judgment
against
the other
for an amount
equal to reasonable
attorneys’
fees and
court and
other
costs incurred.


 


8.9.         
 Joint and Several Liability.
If any party consists of more than one person or entity, the liability of
each such person or entity signing this Agreement shall be joint and several.


 


8.10.        Choice
of Law.
This
Agreement
shall
be construed
and enforced
in accordance
with
the internal
laws of
the
State of Delaware,
without
regard
to its conflicts
of laws
principles.
All actions arising
out of
or relating
to this
Agreement
shall
be heard
and determined
exclusively
by a
court
of competent
jurisdiction
located in New
York,
NY, and
each party hereto
expressly
and
irrevocably
consents
and submits
to personal
jurisdiction
therein.
The parties
hereby
knowingly,
voluntarily,
and intentionally
waive any
right
to a trial by jury
with respect to any litigation
arising
out
of or
relating to this
Agreement.


 


8.11.          Time.
Time
is of
the
essence
with
respect to all
dates set
forth
in this
Agreement.




 


8.12.        Third
Party
Beneficiaries.
Buyer
and Seller
do not
intend
to benefit
any party
(including
any other
Beneficial
Owner),
other
than
the Indemnified
Parties,
that is
not
a party
to this
Agreement
and no
such
party shall
be deemed
to be a third
party beneficiary
of this
Agreement
or any provision
hereof.


 


8.13.         Severability.
If any
term, covenant,
condition,
provision
or agreement
herein
contained
is held to
be invalid,
void
or otherwise
unenforceable
by any
court
of competent
jurisdiction,
such
fact shall
in no
way affect
the validity
or enforceability
of the
other
portions
of this
Agreement.


 






    	 



    	 



    

  


8.14.         Binding
Agreement.
Subject
to any limitation
on assignment
set forth
herein,
all terms of
this Agreement
shall
be binding
upon,
inure to
the benefit
of and
be enforceable
by the
parties
hereto and
their respective
legal
representatives,
successors
and assigns.


 


8.15.         ACCEPTANCE
OR REJECTION
OF BUYER’S
OFFER. THIS
AGREEMENT
DOES NOT CONSTITUTE
AN OFFER
OF ANY KIND
BY SELLER
AND SHALL
NOT BIND SELLER
UNLESS
DULY EXECUTED
AND DELIVERED
BY SELLER.
TO SUBMIT
AN OFFER
TO PURCHASE
AN INTEREST,
BUYER SHALL
COMPLY
WITH
THE REQUIREMENTS
OF SECTIONS 1 AND
2. SELLER
SHALL HAVE
THIRTY (30)
DAYS TO EITHER
ACCEPT OR REJECT
BUYER’S OFFER.
IF SELLER DOES NOT ACCEPT
BUYER’S OFFER
WITHIN SUCH
30-DAY
PERIOD, THE
OFFER SHALL BE DEEMED
REJECTED.


 


8.16.        Waiver
and Release.
Buyer
hereby
waives
all claims
it might
have against
Lender
for
any loss,
costs
or damages,
including
any
tax consequences
arising
from
or relating
to the
organization
structure
or constitution
of Seller and
to Buyer’s
acquisition
of an Interest.


 


[SIGNATURE
PAGE FOLLOWS]


 






    	 



    	 



    

 


IN
WITNESS
WHEREOF,
this
Agreement
has been
executed
as of
the Effective
Date.


 





	SELLER:	 	BUYER:
	 	 	 	 	 	 	 
	UR
    LIPPINCOTT,
    DST, a Delaware
    statutory
    trust	 	 	 
	 	 	 	 	 	 	 
	By:	UR LIPPINCOTT
    MANAGER,
    LLC		 	 	 
	 	 	 	 	 	By:	 
	Its:	Manager		 	 	 
	 	 	 	 	 	Name:	 
	By:	 	 	 	 	 
	 	 	 	 	 	 	 
	Name:	 	 	 	 	 
	 	 	 	 	 	 	 
	Its:	 	 	 	Its:	 
	 	 	 	 	 	 	 
	Dated:	 	,2015	 		Dated:	 	,2015




    

















	 	By:	 
	 	 	 	 
	 	Name:	 
	 	 	 	 
	 	 	 	 
	 	Its:	 
	 	 	 	 
	 	Dated:		, 2015



 






    	 



    	 



    

 





	DIRECT DEPOSIT FORM



 





Please
direct distributions:
(Select one.) 


 





	 ☐	VIA MAIL
TO: MAILING
ADDRESS
OF RECORD
	 	 
	 ☐	 VIA MAIL TO BANK OR BROKERAGE ACCOUNT: (Complete #1 through #4 in below
box.)
	 	 
	 ☐	VIA ELECTRONIC
DEPOSIT (ACH) TO: (Complete #1 through #5 and attach a voided check.)



 





	 	 	 
	1.	 	 
	 	Name of Bank, Brokerage Firm or Individual	 
		 	 
	2.	 	 
		Mailing Address	 
	 	 	 
	3.		 
		City, State, Zip Code	 
	 	 	 
	4.	 	 
	 	Account Number	 
	 	 	 
	5.	 	 
	 	Bank ABA Number	 
	 	 ☐  Checking     ☐  Savings	 
	 	 	 



  


Electronic Deposit (ACH) Authorization - I (we) authorize the Seller’s manager and signatory
trustee (the “Manager”), to deposit distributions from my (our) interest in the Seller to my (our) account indicated
blow at the depository financial institution (hereinafter, the “Depository”) indicated above. I (we) acknowledge that
the origination of ACH transactions to my (our) account must comply with the provisions of U.S. law. I (we) further authorize
the Manager to debit my (our) account noted below in the event that the Manager erroneously deposits additional funds to which
I (we) am (are) not entitled, provided that such debit shall not exceed the original amount of the erroneous deposit. In the event
that I (we) withdraw funds erroneously deposited into my (our) account before the Manager reverses such deposit, I (we) agree
that the Manager has the right to retain any future distributions to which I (we) am (are) entitled until the erroneously deposited
amounts are recovered by the Manager. This authorization is to remain in full force and effect until the Manager has received
written notification from me (or either of us) of its termination in such time and in such manner as to afford the Manager and
the Depository a reasonable opportunity to act on it, or until the Manager has sent me written notice of termination of this authorization.


 





	The signature(s) of all investors of record are required.	 	 
	 	 	 
	 	 	 
	 Signature of Investor	 	Signature of Co-Investor (if applicable)