CONTRIBUTION AGREEMENT
Between
AMERICAN HOUSING INCOME TRUST, INC.
And
NORTHERN NEW MEXICO PROPERTIES, LLC
Dated as of July 13, 2016
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
AMERICAN HOUSING INCOME TRUST, INC., NORTHERN NEW MEXICO PROPERTIES, LLC AND
"AHIT NORTHERN NEW MEXICO PROPERTIES, LLP", AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE
SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES
LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR THE ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR
OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND
OTHER LAWS GOVERNING THE OFFER AND SALE OF THE SECURITIES. INVESTORS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.
THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of
this 13 day of July, 2016 (the "Contract Date"), by and among Northern New
Mexico Properties, LLC, a New Mexico limited liability company ("Contributor")
and American Housing Income Trust, Inc., a Maryland corporation ("Acquiror").
The following exhibits are incorporated herein:
Exhibit A Legal Descriptions and Addresses of Property
Exhibit B Gross Asset Valuation
Exhibit C LP Unit Distribution at Closing
Exhibit D Investor Materials
Exhibit E Organizational Chart
1. INTRODUCTION.
Acquiror and Contributor entered into a certain Master UPREIT Formation
Agreement dated as of July 13, 2016 (the "Master Agreement"). The Master
Agreement sets forth the terms pursuant to which Acquiror and Contributor shall
create an "UPREIT" subsidiary limited partnership of Acquiror. The UPREIT shall
acquire from Contributor, or the Contributor Member designated by Contributor,
the Member Interest (as hereinafter defined) in exchange for the UPREIT's
issuance of certain convertible limited liability partnership Units (hereinafter
the "Convertible Units"). The UPREIT, through the Contributor Affiliate (as
hereinafter defined), shall indirectly own, in full, and in fee simple, the
Property (as hereinafter defined). All capitalized terms used in this Agreement
and not defined shall have the meaning ascribed to such terms in the Master
Agreement. This Agreement is to be read consistent with the Master Agreement and
the UPREIT Agreement, both of which are incorporated herein by reference.
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2. CONTRIBUTION.
Contributor, or the Contributor Member designated by Contributor, agrees to
contribute and convey to Acquiror, and Acquiror agrees to accept and assume from
Contributor (or the designated Contributor Member), for the Gross Asset Value
and on the terms and conditions set forth in this Agreement, all of
Contributor's right, title and interest in the Contributor's single