0001104659-09-069036 Sample Contracts

AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS
Agreement of Sale and Purchase • December 8th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • California

THIS AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS (this “Agreement”), dated as of November 25, 2009 (the “Agreement Date”), is between CALYPSO LOFTS, LLC, a California limited liability company (“Seller”), and BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership (“Buyer”).

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LIMITED LIABILITY COMPANY AGREEMENT OF BEHRINGER HARVARD BAILEYS VENTURE, LLC (a Delaware Limited Liability Company) Dated as of June 26, 2007
Limited Liability Company Agreement • December 8th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of BEHRINGER HARVARD BAILEYS VENTURE, LLC is made and entered into as of June 21, 2007, by and between Behringer Harvard Baileys, LLC (“BH REIT”), a limited liability company that is an indirect wholly owned subsidiary of Behringer Harvard Multifamily REIT I, Inc., with its principal office at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001, and BEHRINGER HARVARD MASTER PARTNERSHIP I LP (“BH MP”), a Delaware limited partnership with its principal office at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.

CONTRACT FOR PURCHASE AND SALE
Contract for Purchase and Sale • December 8th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Oregon

This CONTRACT FOR PURCHASE AND SALE (this “Contract”) is made and entered as of the Effective Date (defined below) by and between 4TH & HARRISON INVESTORS, LLC, an Oregon limited liability company (“Seller”), and BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership (“Buyer”).

PURCHASE AND SALE AGREEMENT FOR 4550 CHERRY CREEK
Purchase and Sale Agreement for 4550 Cherry Creek • December 8th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Colorado

PURCHASE AND SALE AGREEMENT FOR 4550 CHERRY CREEK (this “Agreement”) made as of November 24, 2009 (the “Effective Date”) between 4550 CHERRY CREEK TOWER APARTMENTS, LLC, a Colorado limited liability company having an address of c/o Sentinel Real Estate Corporation, 1251 Avenue of the Americas, New York, New York 10020 (“Seller”), and BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership having an address of 15601 Dallas Parkway, Suite 600, Addison, Texas 75001, or its permitted assigns (said entity and its permitted assigns, the “Purchaser”).

BEHRINGER HARVARD BAILEYS INVESTORS, L.P., a Delaware limited partnership AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • December 8th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of BEHRINGER HARVARD BAILEYS INVESTORS, L.P., a Delaware limited partnership (the “Partnership”), is entered into as of December 1, 2009 (the “Effective Date”), among BEHRINGER HARVARD BAILEYS GP, LLC, a Delaware limited liability company, as the sole general partner (the “General Partner”), and the persons listed from time to time as limited partners on Schedule I (the “Limited Partners” and, together with the General Partner, the “Partners”).

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