0000950123-14-003186 Sample Contracts

FORM OF MASTER REAL ESTATE MANAGEMENT AGREEMENT
Master Real Estate Management Agreement • March 20th, 2014 • Inland Retail Properties Trust V, Inc. • Real estate investment trusts • Illinois

THIS MASTER REAL ESTATE MANAGEMENT AGREEMENT (this “Agreement”), dated as of [ , 2014], is entered into by and between INLAND REAL ESTATE INCOME TRUST II, INC., a Maryland corporation (“the Company”), and INLAND REAL ESTATE SERVICES II LLC, a Delaware limited liability company (“the Manager”).

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FORM OF BUSINESS MANAGEMENT AGREEMENT
Form of Business Management Agreement • March 20th, 2014 • Inland Retail Properties Trust V, Inc. • Real estate investment trusts • Illinois

THIS BUSINESS MANAGEMENT AGREEMENT (this “Agreement”), dated as of , 2014, is entered into by and between Inland Retail Properties Trust V, Inc., a Maryland corporation (the “Company”), Inland Retail Properties Trust V Special Limited Partner, LLC, a Delaware limited liability company (the “Special Limited Partner”), IRPT V Operating Partnership, L.P., a Delaware limited partnership of which the Company is the sole general partner and of which the Special Limited Partner and the Business Manager are limited partners (the “Operating Partnership”) and IRPT V Business Manager & Advisor, Inc., an Illinois corporation (the “Business Manager”).

FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • March 20th, 2014 • Inland Retail Properties Trust V, Inc. • Real estate investment trusts • Illinois

THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this day of , 201 by and among Inland Retail Properties Trust V, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (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”).

FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF IRPT V OPERATING PARTNERSHIP, L.P. Dated as of [ ], 2014
Inland Retail Properties Trust V, Inc. • March 20th, 2014 • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF IRPT V OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of [ ], 2014, is entered into among INLAND RETAIL PROPERTIES TRUST V, INC., a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, and INLAND RETAIL PROPERTIES TRUST V SPECIAL LIMITED PARTNER, LLC, a Delaware limited liability company, as a Limited Partner (together with the General Partner in its capacity as a Limited Partner, the “Initial Limited Partners”), and the Limited Partners party hereto from time to time.

INLAND RETAIL PROPERTIES TRUST V, INC. FORM OF DEALER MANAGER AGREEMENT
Soliciting Dealer Agreement • March 20th, 2014 • Inland Retail Properties Trust V, Inc. • Real estate investment trusts • Illinois
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