0000950123-11-024012 Sample Contracts

FIRST AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 10th, 2011 • INREIT Real Estate Investment Trust • North Dakota

THIS ADVISORY AGREEMENT (the “Agreement”), dated effective as of February 9, 2011 (the “Effective Date”), is among INREIT Real Estate Investment Trust, an unincorporated North Dakota business trust (the “Company”), INREIT Properties, LLLP, a North Dakota limited liability limited partnership (“Operating Partnership”) and INREIT Management, LLC, a North Dakota limited liability company (the “Advisor”).

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SECOND AMENDMENT TO LIMITED LIABILITY LIMITED PARTNERSHIP OF INREIT PROPERTIES, LLLP
Limited Liability Limited Partnership Agreement • March 10th, 2011 • INREIT Real Estate Investment Trust

This Second Amendment is effective as of 19th day of December, 2008 for the purpose of amending the First Amendment and Complete Restatement of Agreement of Limited Liability Limited Partnership of INREIT Properties, LLLP as follows:

THIRD AMENDMENT TO LIMITED LIABILITY LIMITED PARTNERSHIP OF INREIT PROPERTIES, LLLP
Limited Liability Limited Partnership Agreement • March 10th, 2011 • INREIT Real Estate Investment Trust

This Third Amendment is effective as of the 5th day of August, 2009 for the purpose of amending the First Amendment and Complete Restatement of Agreement of Limited Liability Limited Partnership of INREIT Properties, LLLP and Second Amendment to Limited Liability Limited Partnership of INREIT Properties, LLLP effective the 19th day of December, 2008 as follows:

FIRST AMENDMENT AND COMPLETE RESTATEMENT OF AGREEMENT OF LIMITED LIABILITY LIMITED PARTNERSHIP OF INREIT PROPERTIES, LLLP 216 SOUTH BROADWAY, SUITE 202 MINOT, NORTH DAKOTA 58701
Agreement of Limited Liability Limited Partnership • March 10th, 2011 • INREIT Real Estate Investment Trust • North Dakota

The parties to this Amendment do hereby restate the terms and conditions in their previously formed Limited Liability Limited Partnership. The following terms used in this Agreement shall have the meanings specified below:

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