Common Contracts

January 17, 2008 Prospera Financial Services Inc 5429 LBJ Frwy Ste 400 Dallas TX 75240 Attn Timothy Edwards VP-Sales Re Managing Broker-Dealer Agreement Gentlemen:

Proinvest Realty Fund LLC • March 21st, 2008 • Real estate • Texas

• Company
  Proinvest Realty Fund LLC
• Filed
  March 21st, 2008
• Industry
  Real estate
• Jurisdiction
  Texas

This letter confirms and comprises the agreement (“Agreement”) between Proinvest Realty Advisors LLC (“Company Sponsor”), a Texas limited liability company, Proinvest Realty Fund LLC (“Company”), a Delaware limited liability company, and Prospera Financial Services Inc (“Managing Broker-Dealer”), a Texas corporation, regarding the offering (“Offering”) and sale by the Company of up to $100 million of membership interests (“Units”) in the Company as more particularly described in the Prospectus and all supplements and amendments thereto from time to time (all together, “Prospectus”) describing the Offering and constituting a part of the Form S-11 registration statement (“Form S-11”) to be filed by the Company with the Securities and Exchange Commission (“SEC”).

May 16, 2007 Prospera Financial Services Inc 5429 LBJ Frwy Ste 400 Dallas TX 75240 Attn Timothy Edwards VP-Sales Re Managing Broker-Dealer Agreement Gentlemen:

Proinvest Realty Fund LLC • June 28th, 2007 • Texas

• Company
  Proinvest Realty Fund LLC
• Filed
  June 28th, 2007
• Jurisdiction
  Texas

This letter confirms and comprises the agreement (“Agreement”) between Proinvest Realty Advisors LLC (“Company Sponsor”), a Texas limited liability company, Proinvest Realty Fund LLC (“Company”), a Delaware limited liability company, and Prospera Financial Services Inc (“Managing Broker-Dealer”), a Texas corporation, regarding the offering (“Offering”) and sale by the Company of up to $100 million of membership interests (“Units”) in the Company as more particularly described in the Prospectus and all supplements and amendments thereto from time to time (all together, “Prospectus”) describing the Offering and constituting a part of the Form S-11 registration statement (“Form S-11”) to be filed by the Company with the Securities and Exchange Commission (“SEC”).