Real Estate Acquisition & Technology Joint Venture

Important Status, Scope & Deal-Critical Review Flags

Purpose. This package consolidates the proposed real-estate acquisition, investor economics, governance, commercial revenue allocation, technology/IP, operations, and risk framework into an organized attorney-review binder. It includes draft clauses and checklists, not third-party due-diligence reports or execution-ready legal advice.

Do not treat these items as resolved without counsel

• Investor capital is proposed to be non-refundable and may be redirected to a replacement acquisition if the original closing fails. Counsel must draft, disclose, and validate that arrangement, including what rights investors receive while funds are held and what happens if no replacement property is acquired.
• Tim Cobb is proposed to control a Bank of America project account. A project operating account controlled by the Manager is not automatically a neutral escrow account. Counsel and the selected title/escrow provider must determine which funds belong in the project account and which must be held and disbursed through closing escrow.
• The Investor Board is a governance body, not necessarily a legal person capable of holding equity. The package therefore refers provisionally to an Investor Entity to be formed, with an Investor Board controlling the reserved votes. Counsel must form and document the actual entity.
• The listed revenue percentages and the preferred-return/capital-repayment waterfall may overlap. This draft treats the percentages as category-level participation percentages on allocable cash after priority expenses/debt/reserves unless counsel confirms a different basis. They must not be applied to gross receipts in a way that makes the venture unable to pay operating costs or debt.
• The 8% preferred return and five-year target repayment period are recommendations for negotiation, not accepted binding terms. The investor return is drafted as equity preference, not separate debt interest, unless counsel intentionally structures a separate loan.
• Base intellectual-property ownership is not yet fully identified. The stated intention that Slap Mag LLC owns improvements does not by itself establish ownership of pre-existing source code, domains, trademarks, data, or third-party components.

Package contents

• Requested 20-document tracker.

Section 1 — Executive Acquisition Summary

1.1 Transaction snapshot

Transaction snapshot table reproduced in the source document.

1.2 Intended use of the property and platform

The property is intended to serve as a real-estate operating base and may support a technology command center, real-estate office, software demonstrations, approved events, business services, and related commercial activities. All occupancy, zoning, building-code, parking, assembly, signage, and event uses must be independently confirmed before being represented to investors as legally available.

1.3 Use of the $1.21M balance

• Intellectual property, software implementation, and licensing of technology.
• EmpireCommandCenter.com software development, maintenance, hosting, security, and integrations.
• Marketing, events, business development, and customer/operator acquisition.
• Operating and working-capital reserve, including approved unexpected needs.

(Balance allocation table reproduced in the source document.)

Section 2 — Entity & Ownership Structure

2.1 Proposed entity chart

Entity chart reproduced in the source document.

2.2 Governance principle

Economic ownership, voting rights, and day-to-day management are separate. The Investor Board receives specifically listed reserved approval rights. Tim Cobb is the designated Manager / Managing Member and has authority over ordinary-course operations within the approved budget, subject to the agreed $1,000 spend threshold, lease/major-tenant rules, debt covenants, law, and reserved matters.

2.3 Investor equity after closing

The intended arrangement is for investor equity to be issued upon closing of the acquisition, after funds have been accepted under final subscription documents. Before closing, signed subscription documents must state exactly what contractual rights investors have, where their money is held, when it can be used, and what happens if the acquisition does not close. After closing, each investor's ownership in the Investor Entity should be recorded in the entity's books and cap table according to that investor's funded contribution and the final subscription terms.

Investor Economics — Recommended Negotiating Model

Recommended starting terms (not yet agreed). Terms table reproduced in the source document.

Illustration — cash burden, not a forecast. If the full $7,000,000 is funded and remains outstanding for one full year, an 8% simple preferred return equals $560,000 for that year before any principal is returned. Actual accrual will vary by funding dates, repayments, available cash, and final legal terms. A five-year target is not a prediction that the property/software businesses will produce sufficient cash to pay investors on schedule.

Capital Account, Releases & Failed-Closing Protocol

Proposed account authority

Client instruction: the project funds account is to be held at Bank of America and controlled/administered by Tim Cobb. For drafting purposes, treat this as a dedicated project capital/operating account titled in the correct venture or property-owning entity, with Tim Cobb as authorized signatory, detailed records, and no commingling with personal funds. Account title, ownership, signers, bank authority, account statements, and approved disbursement rules must be confirmed before funds are accepted.

Contract-signing release rule

Client instruction: funds may be released at contract signing. Recommended drafting distinction: (a) amounts needed to pay the seller and close the real-estate acquisition should follow the signed purchase agreement, escrow instructions, lender instructions, and neutral title/escrow process; (b) other project capital may be released from the venture's own dedicated account only under an approved sources-and-uses budget and documented disbursement authority. Do not describe a Manager-controlled operating account as "escrow" unless the selected professional and counsel confirm it legally qualifies.

If the 34–38 W. Santa Clara Street acquisition fails

• Investor funds are intended to remain committed to the real-estate/technology project and be held for a replacement location acquisition, rather than automatically refunded, subject to the signed subscription agreement and applicable law.
• The final agreement must define the events constituting a failed acquisition, the date funds may be redirected, whether the first project's IP/software access is included in consideration, what happens to deposits or seller payments, and whether investor equity is issued only when a replacement acquisition closes.
• The parties should define a replacement-acquisition period. Proposed placeholder: [180 or 365 days — choose with counsel]. If no replacement is acquired by the deadline, the Investor Board should decide among a documented extension, approved alternate project, negotiated redemption/return arrangement, or other lawful path.
• Provide investors periodic written accounting of bank balance, deposits, disbursements, fees, liabilities, and replacement-property search status. No funds should be treated as forfeited solely because investors received access to project materials or IP unless the binding documents and applicable law support that result.

Commercial Revenue Participation Schedule

The following percentages are reproduced from the client's instructions. Column order: Building Entity / Property Owner; Space Resurrector; Empire Command Center; Investor Pool. Every row totals 100%.

Schedule table reproduced in the source document.

How to reconcile this schedule with the waterfall

Recommended implementation: all gross receipts are first collected and recorded by category. The venture then pays approved operating expenses, debt service, and required reserves. The category percentages should apply to the category's allocable cash after those priority payments, unless the parties expressly decide that a specific percentage is a gross-receipts royalty and model it accordingly. The Investor Pool's allocated amount is credited first toward the accrued preferred return and then toward the return of investor capital. Founder ordinary distributions remain subordinated until both investor hurdles are satisfied.

Amounts allocated to Space Resurrector, Empire Command Center, or the Building Entity must be documented as a revenue participation, license royalty, management fee, service fee, or intercompany transfer, as appropriate. These payments must be disclosed as related-party transactions, approved under the conflicts policy, and not mislabeled as "operating expenses" merely to bypass the investor waterfall.

After investor payoff

The client's stated intent is that investors continue participating in software and building profits after their preferred return and original capital have been fully paid. This should be stated in the JV agreement as an ongoing contractual participation and/or equity right. Any later option to purchase Empire Command Center or Space Resurrector company stock should use a separate option/purchase agreement with valuation method, transfer restrictions, dilution, company approvals, and securities-law compliance.

Section 3 — Real Estate Documents

Document 1 — Purchase and Sale Agreement (draft business terms). This is a drafting checklist for counsel to convert into a California commercial purchase and sale agreement. The purchase agreement must identify the exact seller and buyer, legal description, deposit, diligence periods, closing date, title/escrow, conditions, representations, remedies, and all attachments.

Required attachments

• Legal description and current title commitment.
• Due-diligence schedule and access protocol.
• Seller representations/disclosures and delivery list.
• Closing statement, escrow instructions, and prorations.
• Any financing contingency, lender condition, or repair credit.

Document 2 — Title report / title commitment (request template). To: [Title company / escrow officer] | Re: 34–38 W. Santa Clara Street, San Jose, CA. Please provide a current preliminary title report/commitment, vesting deed, legal description, copies of recorded exceptions, tax/assessment information, lien search, easement/restriction documents, and title-insurance requirements for the proposed acquisition by [Buyer Entity]. Please identify any liens, delinquent taxes, judgments, easements, access/parking restrictions, use restrictions, recorded leases, options, rights of first refusal, or other matters that may affect ownership, financing, access, parking, event use, or commercial operations.

Required review: compare the legal owner to Mark Ritchie's stated seller role; confirm all required seller signatures; identify existing secured debt and payoff/recording conditions; review the title exceptions with counsel; decide what matters must be released, insured over, or expressly accepted by buyer.

Document 4 — Appraisal / valuation support (request template). Engage a qualified commercial appraiser acceptable to the lender and investor group. The scope should state the valuation date, property interests appraised, highest-and-best-use analysis, approaches used, comparable transactions, income/NOI assumptions, capitalization rate, rent/vacancy assumptions, required repairs, and any extraordinary assumptions or limiting conditions.

Request a separate schedule that distinguishes: (a) real estate value; (b) value of any included equipment/fixtures; and (c) value attributed to software, IP, business goodwill, licensing, or projected future revenue. Do not combine real-estate value and software/business value without clearly explaining methodology and ownership.

Document 5 — Building inspection scope template. Inspector: [Qualified inspector/engineer/contractor] | Inspection date: [ ]

• Structure, foundation, roof, drainage, exterior envelope, windows, and water intrusion.
• HVAC, electrical panels, wiring, plumbing, sewer, gas, and major equipment.
• Fire/life-safety systems, alarms, sprinklers, exits, occupancy, accessibility, and code concerns.
• Parking/lot, paving, lighting, security/access controls, and pedestrian routes.
• Interior finishes, elevators/lifts if any, hazardous materials indicators, and deferred maintenance.
• Estimated immediate repairs, near-term capital expenses, useful life, and recommended specialists.
• Review permits, warranties, maintenance records, and open code/enforcement matters.
• Deliverables: written report, photographs, severity-ranked repair schedule, budget ranges, further testing recommendations, and summary of conditions that could affect safety, financing, insurance, permitted occupancy, or operation.

Document 6 — Environmental diligence scope template. Retain an appropriately qualified environmental professional to determine whether a Phase I Environmental Site Assessment is appropriate and whether further investigation is recommended. Review historical uses, regulatory databases, adjoining properties, recognized environmental conditions, hazardous materials, underground storage tank indicators, asbestos/lead/polychlorinated biphenyls where relevant, vapor intrusion, and any lender/insurer requirements.

No environmental clearance should be stated until an actual report supports it. Counsel should assess reliance rights, update timing, indemnity, any further testing, and the effect of findings on closing.

Document 7 — Zoning / permitted-use review template. Request written confirmation from the relevant City of San Jose planning/building/fire authorities or qualified land-use counsel regarding zoning, existing legal use, occupancy classification, parking, signage, office/retail, property-management office, technology operations, training/demonstration, events/assembly, and any conditional-use or operating permits. Confirm any historic/nonconforming use status, open permit/code matters, accessibility obligations, and changes of use that may trigger upgrades.

Document 8 — Lease / tenant roster. Excluded as requested because seller is said to have the lease documents and tenant roster. Obtain copies and independently verify them. Request estoppels, SNDA status if applicable, deposits, arrears, options, notices, side letters, repair obligations, rent concessions, tenant improvements, and any leases extending beyond three years. The Investor Board has approval rights for major tenants and all leases with a term exceeding three years; define "major tenant" by occupancy area, rent, credit, business type, or material risk before execution.

Document 9 — Operating budget template.

Document 10 — Renovation budget. Excluded as a duplicate template because seller reportedly has one. Counsel and the buyer's independent professional should verify scope, quantities, bids, permits, contingency, timing, exclusions, and whether the seller's budget reflects immediate repair obligations.

Document 11 — Insurance schedule template.

Property management and operating roles

Spending limit: no single unbudgeted or related maintenance expenditure above $1,000 without Investor Board approval. Emergency exception to prevent imminent harm or material property damage: only necessary stabilization, prompt notice to the Board (proposed within 24 hours), receipts/photos, and follow-up approval. Confirm whether the $1,000 cap is intended to cover all non-routine expenditures or only maintenance.

Section 4 — Investment / JV Documents

Document 12 — Joint Venture Agreement (draft framework). This term framework should be converted into a formal LLC operating agreement and/or joint venture agreement by counsel after the entities and securities structure are confirmed.

• Article 1 — Formation and purpose. The parties will form/identify [Property Owner LLC] and [Investor Entity LLC] and conduct the acquisition, ownership, operation, and eventual disposition of the property, together with specifically approved technology, event, and business activities. Real-property ownership, software/IP ownership, and operating liabilities should be separated where appropriate.
• Article 2 — Members and interests. Proposed economic interests: Timothy W. Cobb 33.33%; Slap Mag LLC 33.33%; Investor Entity LLC 33.33%. The final cap table must specify whether the investor interest is held at the property JV level or through a parent holding company and must not accidentally grant duplicate interests in multiple entities.
• Article 3 — Capital contributions and use of proceeds. Target capitalization: $7,000,000; purchase price: $5,790,000; planning balance: $1,210,000. Capital uses are subject to an approved budget, bank controls, records, and any investor subscription conditions. Additional capital calls require the agreed approval process; no member is obligated to contribute additional money unless expressly agreed.
• Article 4 — Management. Timothy W. Cobb will serve as Manager / Managing Member with authority over ordinary-course operations within the approved business plan and budget. Manager authority is limited by law, lender documents, the approved $1,000 spending threshold, tenant/lease approval rights, and Investor Board reserved matters.
• Article 5 — Distributions. All distributions shall follow the waterfall and category participation schedule attached as exhibits. Investor preferred return and return of capital are paid before founder ordinary-profit distributions. No distribution may be made if prohibited by law, lender covenant, or required reserve policy.
• Article 6 — Records, reporting and tax. Maintain complete separate books and bank records for property, technology, event, and investor accounts. Provide monthly operating/cash reports and quarterly investor reports, including revenue by category, expenses, debt, reserves, accrued preferred return, unreturned capital, related-party payments, and material incidents. Tax allocations and forms to be drafted by tax counsel/CPA.
• Article 7 — Transfers, defaults, exits, indemnity, disputes. Counsel to draft transfer restrictions, permitted affiliate transfers, investor withdrawal limits, default notices/cure periods, remedies, indemnification, insurance, deadlock, mediation/arbitration or court venue, confidentiality, dissolution, and sale/refinancing processes.

Document 13 — Investor Subscription Agreement (draft checklist and clauses). Issuer: [Investor Entity LLC / Property JV LLC — choose one]. Investor: [Name and address]. Subscription amount: $[ ]. Membership class and percentage: [ ]. Closing date: [ ]. Counsel must decide which entity actually issues the security and align the subscription with the operating agreement and investor cap table.

Subscription terms to include

• Investor subscribes for the stated class/amount and agrees to fund pursuant to the final closing instructions; acceptance is subject to issuer approval and completion of the offering conditions.
• Investor receives a copy of the final offering disclosure package, operating agreement, current budget, risk factors, conflicts, technology/IP ownership disclosures, property diligence status, revenue allocation and waterfall schedules, and all material use-of-proceeds terms.
• Investor acknowledges that the investment is illiquid, may lose some or all principal, is not a bank deposit, and has no guaranteed return, redemption, resale market, or five-year repayment unless expressly and lawfully documented.
• Investor representations, suitability/qualification, tax status, source of funds, transfer restrictions, confidentiality, acknowledgments, electronic delivery, anti-fraud/non-waiver language, and applicable federal/state securities notices must be added by counsel.
• No investor money will be accepted until the issuer, offering exemption/qualification, bank account, disbursement rules, investor disclosures, and subscription mechanics are approved by counsel.

Non-refundable / replacement acquisition concept

Proposed business intent: funds are project-committed and, if the acquisition of 34–38 W. Santa Clara Street fails, remain dedicated to a replacement property acquisition rather than automatically being returned. Counsel must specify: what expenses can be paid; whether investors have a beneficial interest in the cash while waiting; what counts as failure; the deadline for a replacement acquisition; investor voting; who bears fees/deposit losses; whether investor interests attach only after replacement closing; and what lawful remedy applies if the replacement plan fails.

Document 14 — Governance / Operating Agreement (reserved matters). Manager authority: Tim Cobb may carry out ordinary-course operations, contract with approved vendors, coordinate leasing and maintenance, manage technology deployment, supervise marketing/events, and implement the budget. Manager authority does not include actions reserved to the Investor Board, actions prohibited by lender documents or law, or unbudgeted expenditures above the permitted threshold.

Reserved voting matters — Investor Board approval required

• Sale, transfer, or material encumbrance of the property, except the pre-approved repair-financing carve-out.
• Refinancing or material amendment of property debt; new borrowing not within an express Manager authorization.
• Additional capital calls, issuance of equity, admission of new equity members, dilution, or changes to ownership/economic rights.
• Material amendment of operating/JV/subscription documents; merger, dissolution, bankruptcy filing, or sale of substantially all company assets.
• Removal/replacement of the Manager for defined cause or other agreed standards; compensation changes above an approved schedule.
• Major tenants (to be defined) and every lease with a term exceeding three years; material lease concessions, renewals, or amendments outside approved parameters.
• Any unbudgeted or related maintenance spend over $1,000, subject to the documented emergency exception.
• Material related-party transactions, material license changes, material IP assignment/sale, or material change to software/IP ownership.
• New business line, material change in use, or event that exceeds approved risk, insurance, or operating parameters.
• Settlements, litigation commitments, guarantees, pledges of company assets, or contracts above a defined dollar/term threshold.

Procedures to fill in: Board composition: [ ]; appointment rights: [ ]; quorum: [ ]; voting threshold: [ ]; written consent: [ ]; monthly/quarterly meeting cadence: [ ]; notice period: [ ]; deadlock process: [ ]. Define "major tenant" by a measurable rule such as square footage, annual rent, concentration, credit exposure, or restricted use. No final percentage threshold is assumed here.

Document 15 — Distribution Waterfall (proposed operative clause). Subject to legal availability, lender covenants, and approved reserve policy, all cash available for distribution shall be applied in the following order:

1. Gross receipts are collected, categorized, and recorded in the correct entity/account.
2. Approved operating expenses and legally required payments are paid, including directly attributable costs and approved intercompany services/license fees treated under the agreed category schedule.
3. Required debt service is paid, including property debt and any properly authorized repair loan.
4. Required operating, tax, insurance, capital repair, and debt covenants reserves are funded.
5. Investors receive the accrued 8% cumulative, simple, non-compounding preferred return on unreturned invested capital, pro rata according to the final investor-class terms.
6. Investors receive return of their original invested capital until each investor's unreturned capital is zero, using the agreed pro-rata method.
7. Only after the preferred-return balance and return-of-capital balance are fully satisfied may ordinary residual profits be distributed 33.33% to Timothy W. Cobb, 33.33% to Slap Mag LLC, and 33.33% to the Investor Entity, unless the definitive documents expressly adjust ownership.

Investor-category participation

The Investor Pool's 25% share under the category revenue table should be credited first against preferred return and then capital recovery until those investor obligations are fully met. After pay-off, the revenue participation continues only as specifically stated in the final agreement. Counsel must state whether revenue shares are paid concurrently with the investor preference or are solely a mechanism for funding the preference; the same dollar cannot be counted twice as both payment of principal and an additional profit distribution.

Preferred-return calculation

Proposed formula: 8% per annum, simple, on contributed capital outstanding and not yet returned, calculated from each funding date using [actual/365] and accrued until paid, with no compounding. Unpaid preferred return carries forward in the waterfall. No preferred return is guaranteed and no amount is due unless legally available cash can be distributed under the agreement.

Document 16 — Conflict-of-Interest Policy (draft). Covered persons include Tim Cobb, Slap Mag LLC, Empire Command Center, Space Resurrector, their controlled affiliates, Investor Board members, managers, officers, and any vendor or contractor in which a covered person has a material financial interest.

Disclosure and approval process

• A covered person shall disclose a material conflict before the company commits to the transaction, describing the parties, economic terms, alternative vendors/options, and the nature of the interest.
• The interested person shall not vote on the approval unless independent counsel confirms a permitted process; the disinterested decision-makers shall record their decision and rationale.
• For material technology, IP, management, marketing, event, or maintenance contracts with affiliates, the company should document a reasonable market comparison or a written explanation why the arrangement benefits the venture.
• No person may use project funds, investor information, company opportunities, or confidential data for a personal or affiliate purpose except as authorized by the definitive agreements.
• All related-party transactions shall be included in periodic investor reporting and retained with supporting agreements, invoices, and approvals.
• Emergency related-party work may be approved only to protect people or prevent material property damage; document the emergency, costs, and post-event review promptly.

Enforcement: failure to disclose or obtain required approval may constitute a material breach subject to notice/cure, repayment of unauthorized amounts where lawful, removal remedies if authorized, indemnity limitations, and dispute resolution in the operating agreement. Counsel should tailor remedies and avoid automatic forfeitures that may be unenforceable.

Section 5 — Technology / IP

Document 17 — Software License Agreement (draft terms). Parties: [identified legal IP owner/licensor], [Property Owner/JV licensee], Empire Command Center, Space Resurrector, and Slap Mag LLC as needed. Schedule the exact products, modules, sites, domains, source-code repositories, and licensed uses.

License grant

Licensor grants a non-exclusive, non-transferable license for the defined term and scope. Non-exclusivity means the licensor may license the same software to others, subject to any separately negotiated territory/operator arrangements. The grant does not transfer ownership of base software unless an express assignment is signed.

Fee-free property license until investor payoff

The property-owning venture's license fee is proposed to be $0 during the Investor Payoff Period, defined as ending only when all accrued preferred return and original investor capital due under the waterfall have been satisfied in full. After that point, the license converts to the standard software license fees published or offered on the relevant company website, subject to a written price schedule/version/date and reasonable notice of material changes.

Entity rights

• Empire Command Center may use the software for its business and platform operations within the agreed scope.
• Space Resurrector may commercialize, market, sell subscriptions/services, and license the software in accordance with the commercial rights granted by the IP owner.
• Slap Mag LLC owns improvements only to the extent the improvements are validly assigned to it in writing and do not improperly absorb or transfer pre-existing IP owned by another party.
• Customer and investor data, model outputs, proprietary content, trademarks, integrations, open-source components, and third-party datasets must have specific ownership/use rules.

Term, support, termination: specify term, renewal, non-payment rules after payoff, security, confidentiality, uptime/service levels, maintenance windows, data export, transition assistance, termination for uncured breach, effect of property sale, survival, indemnities, limitations of liability, and dispute process. The license should survive a property sale only to the extent the final license expressly provides; sale does not automatically transfer software ownership.

Document 18 — IP Ownership / Assignment Agreement (draft schedule). The goal is a clean chain of title and a clear distinction between base IP, improvements, and commercialization rights. Complete and attach the following schedule before investment closing.

Assignment language framework

Each assigning party assigns to the named assignee all right, title, and interest it legally owns in the specifically scheduled assets, including associated transferable IP rights, subject to listed third-party rights. Each party shall sign further documents reasonably required to confirm chain of title. No party assigns rights it does not own; any background IP not assigned is licensed under a separate written license.

Property sale / platform ownership

Client intent: when the building is sold, Empire Command Center retains full ownership of its software/platform assets. Draft this as a separation clause: sale of the real property does not transfer Empire Command Center's separately owned platform/IP, except as explicitly included in a separately signed asset purchase. Slap Mag LLC's separately assigned improvements remain owned by Slap Mag LLC, with any licenses back to Empire Command Center or Space Resurrector continuing according to the IP/license documents.

Technology performance / remediation protocol

• Incident response and audit. Target: material software incidents receive an initial response/triage within 24 hours and active remediation efforts begin promptly, with a target to restore or resolve within 48 hours where reasonably achievable. These are response/remediation targets, not an absolute guarantee of resolution for complex third-party or infrastructure failures.
• Third-party audit if unresolved. If a P1 issue remains unresolved 48 hours after notice, the venture may appoint an independent qualified technical auditor with reasonable access to relevant logs, architecture, and documentation, subject to confidentiality and security controls.
• The audit should identify root cause, severity, security risk, code/infrastructure issues, remediation options, estimated costs, and a prioritized recovery plan.
• Auditor must be independent of the party whose work is under review and bound by confidentiality and IP protection terms.
• Costs are paid from the software-income side of the project, subject to available funds and the approved budget; if there are insufficient funds, the Manager will present a budget/authorization request and prioritize urgent risk mitigation.
• The parties shall agree a remediation owner, milestones, testing/acceptance process, and any specialist vendor. This section does not automatically guarantee damages or waive legal remedies for material breach.
• Data, continuity and security. Define backups, disaster recovery, access controls, security incident notice, data portability, logging, subcontractors, source-code repository access, credentials management, continuity/deprecation plan, and customer notification. Investor Board should receive material incident reports while preserving security-sensitive information.

Section 6 — Commercial Operations

Property management, maintenance, and security operating protocol

• Leasing and tenants. The in-house property-management team is responsible for leasing activity, tenant complaints, tenant communications, lease administration, and signing leases within approved forms/authority. Investor Board approval is required for major tenants and leases with an initial or extended term longer than three years. Define major tenant thresholds and whether renewal options count toward term before signing.
• Terminator Cleans maintenance authority. Terminator Cleans is designated as the maintenance provider/authority for routine building maintenance and service coordination, subject to an approved scope, service levels, insurance, work-order records, and the $1,000 approval threshold. It should not make lease, tenant-selection, legal, engineering, or regulated determinations outside its contracted competence or licensing.
• In-house security support. The security team supports property management through access control, patrol/observation, incident documentation, visitor/event support, emergency communication, and protection of people and property. Confirm required California security licensing and vendor/employee qualifications; maintain written incident, privacy, camera-retention, emergency, and escalation protocols. Security personnel do not replace licensed building inspection, fire-code, law-enforcement, or property-management functions.
• Spending/approval rules. Routine budgeted actions may be approved by the Manager or authorized vendor within written limits. No single unbudgeted expenditure above $1,000 without Investor Board approval, except narrowly documented emergency stabilization. Aggregate related work orders to prevent splitting a project to evade the threshold. Obtain written scopes/quotes for major work, document completion, and retain invoices/receipts. Report material tenant complaints, safety incidents, outages, insurance events, or damage promptly.

Document 19 — Event Venue Liability Plan (draft operating plan). Events may occur only after permitted use, occupancy, fire/life safety, insurance, parking, vendor, accessibility, and local permitting requirements are confirmed. Property ownership alone does not establish approval for public assembly, entertainment, alcohol, amplified sound, or other special uses.

Pre-event checklist

• Confirm permit requirements, maximum occupancy, dates/hours, noise restrictions, and any event-specific approvals.
• Confirm certificate of insurance from the event organizer, vendors, contractors, and security providers; include additional-insured wording where appropriate and approved.
• Prepare floor plan, ingress/egress, emergency exits, crowd management, accessibility, parking, restroom, sanitation, medical/emergency contacts, and weather contingency if relevant.
• Use written contracts covering cancellation, payments, vendor responsibilities, indemnity, damage, intellectual property, photography/privacy, and incident reporting.
• Confirm staffing, security credentials, alcohol vendor/licensing if applicable, minors/safeguarding where relevant, equipment inspection, and post-event cleanup.
• Keep incident logs and preserve evidence for accidents, complaints, property damage, insurance notices, or law-enforcement requests.

Authority and incident response: Tim Cobb manages ordinary event planning within approved budgets and permissions. The Investor Board approves material events outside the approved plan, events creating material insurance/exposure changes, or expenditures exceeding approved limits. Stop an event or activity that presents an imminent safety hazard; notify emergency services where required and document the decision.

Document 20 — Regional Operator Agreement (draft framework). The operator model should follow the current Space Resurrector software/site materials, incorporated by a dated exhibit or versioned attachment. The live product/site summary reviewed for this draft describes Space Resurrector as an AI-oriented commercial/residential real-estate agent platform; it does not by itself supply the complete legal regional-operator terms. Attach the actual operator rules, prices, territory definitions, and policies before execution.

Key contract terms

• Parties and legal entities; approved operator territory; non-exclusive/exclusive status; named-account and existing-customer carve-outs.
• Initial term, renewal, minimum performance, minimum annual commitment if any, territory boundary/expansion, rights to transfer or subcontract.
• Access to software, training, onboarding, use of marks, marketing approvals, support levels, first-line support duties, data access, security, and compliance.
• Fees: onboarding, subscription/platform, regional license, per-customer usage, referral/commission, customer billing, tax, payment schedule, refunds/chargebacks, and audit rights.
• Customer relationship ownership, lead registration, attribution, data use, privacy, direct-sales rights, disputes, territory conflicts, and reporting.
• Quality standards, insurance, licensing, marketing rules, anti-bribery, data security, confidentiality, restrictions on misrepresentation, and prohibited uses.
• Default/cure, suspension, termination, post-termination customer transition, data export, outstanding payments, branding removal, dispute resolution, and survival.

Revenue allocation: the supplied Regional Territories allocation is: Building Entity 5%; Space Resurrector 20%; Empire Command Center 50%; Investor Pool 25%. Use the same category basis definition adopted for all revenue lines. The property entity should not grant territories or sublicense software unless it has that authority under the IP/license documents.

Section 7 — Risk & Liability

Repair financing authorization (draft provision)

Client instruction: additional building repair financing may be obtained without investor participation; Tim Cobb is authorized to arrange the financing; principal may not exceed the amount of the repairs; the building's profits repay the loan; lender and maximum interest rate remain open.

Proposed clause. Notwithstanding ordinary reserved-matter approval requirements, the Manager may arrange a repair loan or repair facility whose principal does not exceed the documented and reasonably supported cost of necessary property repairs, provided that: (a) the proceeds are used solely for those repairs; (b) invoices, reports, and loan terms are retained; (c) the lender and interest rate are disclosed to the Investor Board promptly; (d) the loan is consistent with existing senior-lender documents and applicable law; (e) the security documents state the collateral and lien priority; and (f) repayment is made from available building/property cash flow before equity distributions, in the waterfall order.

Lender and rate controls

Preferred lender: open. Maximum interest rate: open. The Manager should obtain competitive written quotes where practicable and disclose origination fees, default rates, points, prepayment penalties, maturity, personal guarantees, lien priority, and remedies. California counsel must review licensing, usury applicability/exemptions, lender consents, foreclosure risk, and whether securing the loan with the building requires additional approval or recording. The requested exemption from Investor Board approval must be expressly written and must not override a senior lender covenant or legal requirement.

Notice and recordkeeping

• Before funding (unless true emergency), provide the Board the repair scope, quote, loan amount, rate, lender, term, collateral, and repayment plan.
• In a life-safety or active damage emergency, permit only necessary stabilization; notify the Board within 24 hours and complete written records as soon as possible.
• No loan proceeds may be used for software, marketing, distributions, or unrelated expenses.
• Repayment must be booked as debt service, with clear separation from ordinary investor capital returns.

Property sale and proceeds

A sale of the property must be authorized according to the reserved-matter voting rules and applicable lender documents. Net sale proceeds should be applied to sale costs, secured debt and required payoff amounts, required tax/indemnity reserves, accrued investor preferred return, return of investor capital, and then the agreed residual-profit split. This sequence must be coordinated with tax counsel and closing escrow.

Empire Command Center and IP on property sale

Client intent is that Empire Command Center retains ownership of its own software/platform assets when the building is sold. The property sale agreement should exclude separately owned software/IP unless expressly sold. Slap Mag LLC's properly assigned improvements remain its property, subject to licenses in place. No software license should automatically become an asset of the property buyer unless a written assignment/consent authorizes it.

Default framework

Default framework matrix reproduced in the source document.

Indemnification and insurance

Indemnification should be limited by conduct standards, applicable law, insurance proceeds, fraud/willful misconduct, and conflicts. No clause should purport to excuse liability that cannot legally be waived.

Investor Rights — Redemption, Liquidity & Stock Option

Proposed redemption and exit rights

Because the investment is proposed as equity, investor capital should not be described as a guaranteed repayable loan unless counsel structures a separate debt instrument. The following is a balanced negotiating draft, subject to counsel and investor approval.

Before full payoff

• Investor capital is committed to the venture and is not withdrawable on demand. Transfers are restricted and require compliance with the operating agreement, securities laws, lender terms, and applicable approval rights.
• No investor has a guaranteed cash redemption or put right unless a separate, express written provision establishes the right, price, timing, funding source, and legal conditions.
• Preferred return and capital repayment are distributions under the waterfall when legally available cash exists; they are not guaranteed merely because a target date is identified.
• At the fourth anniversary, Manager supplies a projected repayment / refinancing / sale analysis. If preferred return or capital remains unpaid at the fifth anniversary, the Investor Board may require a formal liquidity plan, but not an unlawful or financially impossible distribution.

After full investor payoff

• Once all accrued preferred return and all original investor capital are paid in full, the Investor Entity continues to participate in the category revenue schedule and ordinary profits only as expressly stated in the final contracts.
• Investors may elect to explore buying shares/membership interests in Empire Command Center and/or Space Resurrector, but no automatic conversion occurs. Any purchase requires a separate agreement, independent or agreed valuation method, company approvals, transfer/dilution rules, and securities-law compliance.
• If investors instead continue with the building/software participation arrangement, the post-payoff revenue allocations, voting rights, term, transfer rights, and termination mechanics must be written explicitly.
• If the building is sold, investors receive sale proceeds under the waterfall; the sale does not automatically transfer platform IP to the property buyer.

Section 8 — Attorney Due-Diligence Checklist

Status definitions: COMPLETE = supported by an actual document in the transaction file; MISSING = not provided/verified in this package; ATTORNEY REVIEW REQUIRED = needs legal analysis, completion, or execution. No item is marked Complete merely because it is discussed in this package.

Due-diligence checklist and open-terms tables reproduced in the source document.

Open terms — decisions for attorney / principals

Open-terms table reproduced in the source document.

Attorney Research Resources / Execution Check

Official sources for counsel to verify:

• United States Securities and Exchange Commission — Exempt Offerings: https://www.sec.gov/resources-small-businesses/exempt-offerings (describes that securities offers/sales generally require registration or a valid exemption and summarizes Regulation D options and Form D notice timing).
• California Department of Financial Protection and Innovation — Small Business and Capital Raising: https://dfpi.ca.gov/rules-enforcement/laws-and-regulations/law-and-regulations-corporate-securities-law/small-business-and-capital-raising/ (summarizes California qualification/exemption framework and state-law issues).
• California Department of Real Estate — Escrow overview: https://www.dre.ca.gov/Consumers/FirstHomeCalifornia.html (explains the general role of a neutral escrow holder and conditional fund/document transfer; counsel should confirm applicability to this commercial deal).
• California Department of Real Estate — trust fund handling update, Oct. 6, 2026: https://www.dre.ca.gov/Newsroom/DRE_Updates/2026_10_06_Trust_Fund_Records.html (discusses trust-fund account designation, withdrawal controls, and records for regulated real-estate activities).
• Space Resurrector: https://spaceresurrector.com/ (attach the precise operator terms/pricing/version applicable to this transaction; general website content does not substitute for a signed regional operator agreement).

These links are orientation resources only and do not replace a legal opinion. Counsel should verify the rules applicable to the actual issuer, offering exemption, transaction participants, escrow role, and property use at the time of signing.

Pre-funding / pre-signing stop list

• Counsel has approved the offering structure and investor disclosure package.
• Investor entity and property owner entities have been properly formed and authorized.
• No investor funds are being solicited or accepted using unapproved claims or a misleading "escrow" label.
• Bank account title, account controls, money movement, reporting and failed-closing rules are documented.
• Revenue table, category cost basis, investor preference and capital-return accounting are consistent.
• IP owners, software licensee, commercialization rights, improvements and third-party components are documented.
• Purchase agreement and due-diligence periods are approved, and the actual seller/title status is verified.

Preliminary Business-Terms Acknowledgment

The undersigned acknowledge receipt of this preliminary attorney-review package as a summary of proposed business terms and drafting instructions. This acknowledgment does not by itself create or amend a purchase agreement, subscription, securities offering, joint venture, loan, escrow, operating agreement, software license, IP assignment, or binding obligation unless a separately executed document expressly provides otherwise.

The parties acknowledge that all economic, voting, governance, redemption, non-refundability, account-control, repair financing, and IP terms remain subject to definitive drafting, required disclosures, and professional review.

Proposed Manager / Managing Member — Timothy W. Cobb

By: ____________________________________

Name/Title: ______________________________

Date: ___________________________________

Slap Mag LLC

By: ____________________________________

Name/Title: ______________________________

Date: ___________________________________

Investor Entity / Investor Board — To Be Formed

By: ____________________________________

Name/Title: ______________________________

Date: ___________________________________

Property Owner Entity — To Be Formed / Confirmed

By: ____________________________________

Name/Title: ______________________________

Date: ___________________________________