Adaptive Real Estate Income Trust, Inc. Sample Contracts

ADAPTIVE REAL ESTATE INCOME TRUST, INC. ADVISORY MANAGEMENT AGREEMENT
Advisory Management Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

This ADVISORY MANAGEMENT AGREEMENT (this “Agreement”), is made and entered as of the day of , 2013 (the “Effective Date”), by and between ADAPTIVE REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Company”), and ADAPTIVE REAL ESTATE INCOME TRUST ADVISORS, LLC, a Texas limited liability company (the “Advisor”).

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FORM OF ADVISORY MANAGEMENT AGREEMENT
Form of Advisory Management Agreement • October 23rd, 2008 • Behringer Harvard REIT II, Inc. • Real estate investment trusts • Texas

This ADVISORY MANAGEMENT AGREEMENT (this “Agreement”) is entered into on this [ ] day of [ ], 2008, by and between BEHRINGER HARVARD REIT II, INC., a Maryland corporation (the “Company”), and BEHRINGER ADVISORS II LP, a Texas limited partnership (the “Advisor”).

ADAPTIVE REAL ESTATE INCOME TRUST, INC. Up to $3,712,500,000 in Shares of Common Stock FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas
FORM OF PROPERTY MANAGEMENT AND LEASING AGREEMENT
Management and Leasing Agreement • October 23rd, 2008 • Behringer Harvard REIT II, Inc. • Real estate investment trusts • Texas

This PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Management Agreement”) is made and entered into as of the [ ] day of [ ], 2008, by and among BEHRINGER HARVARD REIT II, INC., a Maryland corporation (“BH REIT”), BEHRINGER HARVARD OPERATING PARTNERSHIP II LP, a Texas limited partnership (“BH OP”), and BEHRINGER HARVARD REIT II MANAGEMENT SERVICES, LLC, Texas limited liability company (the “Manager”).

BEHRINGER HARVARD REIT II, INC. Up to $2,475,000,000 in Shares of Common Stock FORM OF DEALER MANAGER AGREEMENT
Selected Dealer Agreement • August 24th, 2007 • Behringer Harvard REIT II, Inc. • Texas
FORM OF BEHRINGER HARVARD HOLDINGS SERVICE MARK LICENSE AGREEMENT
Service Mark License Agreement • August 20th, 2010 • Behringer Harvard Multifamily REIT II, Inc. • Real estate investment trusts • Texas

THIS SERVICE MARK LICENSE AGREEMENT (this “Agreement”) is made and entered into this [ ] day of [ ], 2011, (the “Effective Date”), by and between BEHRINGER HARVARD HOLDINGS, LLC, a Delaware limited liability company (the “Licensor”), and BEHRINGER HARVARD MULTIFAMILY REIT II, INC., a Maryland corporation (the “Licensee”).

ESCROW AGREEMENT
Escrow Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

This Escrow Agreement (this “Agreement”) is made and entered into as of this day of , 2013 by and among Adaptive Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), Behringer Securities LP, a Texas limited partnership (the “Dealer Manager”), and UMB Bank, N.A., as Escrow Agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

ADAPTIVE REAL ESTATE INCOME TRUST, INC. PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2013, between ADAPTIVE REAL ESTATE INCOME TRUST, INC. (the “Company”), a Maryland corporation, ADAPTIVE REAL ESTATE INCOME TRUST OP LP (the “OP”), a Texas limited partnership, and ADAPTIVE REAL ESTATE INCOME TRUST MANAGEMENT SERVICES, LLC, a Texas limited liability company (“Manager”).

FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER HARVARD MULTIFAMILY OP II LP
Adaptive Real Estate Income Trust, Inc. • December 21st, 2012 • Real estate investment trusts

In accordance with the provisions of the Texas Business Organizations Code, Behringer Harvard Multifamily OP II LP, a Texas limited partnership (the “Partnership”), hereby adopts this First Amendment to the Amended and Restated Agreement of Limited Partnership (“Partnership Agreement”), effective as of September 12, 2012.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER HARVARD MULTIFAMILY OP II LP August 20, 2010
Amended and Restated Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) is entered into effective as of the 20th day of August, 2010 by and among Behringer Harvard Multifamily REIT II, Inc., a Maryland corporation (the “Company”), REIT II, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “General Partner”), BHMF Statutory Trust II, a Maryland statutory trust (the “Original Limited Partner”), and the Limited Partner(s) set forth on, or that may, in the future, be set forth on, Exhibit A hereto, as amended from time to time, with respect to Behringer Harvard Multifamily OP II LP (the “Partnership”), a limited partnership formed under the laws of the State of Texas, pursuant to a Certificate of Formation of Limited Partnership filed with the Office of the Secretary of State of the State of Texas on August 13, 2010.

BEHRINGER HARVARD HOLDINGS SERVICE MARK LICENSE AGREEMENT
Behringer Harvard Holdings Service Mark License Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

THIS SERVICE MARK LICENSE AGREEMENT (this “Agreement”) is made and entered into this [ ] day of [ ], 2013, (the “Effective Date”), by and between BEHRINGER HARVARD HOLDINGS, LLC, a Delaware limited liability company (the “Licensor”), and ADAPTIVE REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Licensee”).

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