0000950134-07-014327 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • June 28th, 2007 • Proinvest Realty Fund LLC

This Escrow Agreement (“Agreement”) is made and entered into as of June 21, 2007 (“Effective Date”), by and among LEGACYTEXAS BANK (“Escrow Agent”), a Texas state bank, PROSPERA FINANCIAL SERVICES INC (“Managing Broker-Dealer”), a Texas corporation, and PROINVEST REALTY FUND LLC (“Issuer”), a Delaware limited liability company.

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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

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”).

AMENDED AND RESTATED ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Accounting and Administrative Services Agreement • June 28th, 2007 • Proinvest Realty Fund LLC • Texas

THIS AMENDED AND RESTATED ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”), dated effective as of February 27, 2007 (“Effective Date”), is made by and between PROINVEST REALTY ADVISORS LLC (“Proinvest”), a Texas limited liability company, and SENEGA MORTGAGE COMPANY LLC (“Seneca”), a Texas limited liability company.

AMENDED AND RESTATED MARKETING AGREEMENT
Marketing Agreement • June 28th, 2007 • Proinvest Realty Fund LLC • Texas

THIS AMENDED AND RESTATED MARKETING AGREEMENT (“Agreement”), dated as of February 27, 2007, is made by and among PROINVEST REALTY ADVISORS LLC (“Company Sponsor”), a Texas limited liability company, PROINVEST REALTY FUND LLC (“Company”), a Delaware limited liability company, and CRITICAL DATA INC (“Consultant”), a Washington corporation.

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