0001104659-12-085843 Sample Contracts

ADAPTIVE REAL ESTATE INCOME TRUST, INC. ADVISORY MANAGEMENT AGREEMENT
Advisory Management Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

This ADVISORY MANAGEMENT AGREEMENT (this “Agreement”), is made and entered as of the day of , 2013 (the “Effective Date”), by and between ADAPTIVE REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Company”), and ADAPTIVE REAL ESTATE INCOME TRUST ADVISORS, LLC, a Texas limited liability company (the “Advisor”).

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ADAPTIVE REAL ESTATE INCOME TRUST, INC. Up to $3,712,500,000 in Shares of Common Stock FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas
ESCROW AGREEMENT
Escrow Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

This Escrow Agreement (this “Agreement”) is made and entered into as of this day of , 2013 by and among Adaptive Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), Behringer Securities LP, a Texas limited partnership (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”).

ADAPTIVE REAL ESTATE INCOME TRUST, INC. PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2013, between ADAPTIVE REAL ESTATE INCOME TRUST, INC. (the “Company”), a Maryland corporation, ADAPTIVE REAL ESTATE INCOME TRUST OP LP (the “OP”), a Texas limited partnership, and ADAPTIVE REAL ESTATE INCOME TRUST MANAGEMENT SERVICES, LLC, a Texas limited liability company (“Manager”).

FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER HARVARD MULTIFAMILY OP II LP
Adaptive Real Estate Income Trust, Inc. • December 21st, 2012 • Real estate investment trusts

In accordance with the provisions of the Texas Business Organizations Code, Behringer Harvard Multifamily OP II LP, a Texas limited partnership (the “Partnership”), hereby adopts this First Amendment to the Amended and Restated Agreement of Limited Partnership (“Partnership Agreement”), effective as of September 12, 2012.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER HARVARD MULTIFAMILY OP II LP August 20, 2010
Amended and Restated Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) is entered into effective as of the 20th day of August, 2010 by and among Behringer Harvard Multifamily REIT II, Inc., a Maryland corporation (the “Company”), REIT II, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “General Partner”), BHMF Statutory Trust II, a Maryland statutory trust (the “Original Limited Partner”), and the Limited Partner(s) set forth on, or that may, in the future, be set forth on, Exhibit A hereto, as amended from time to time, with respect to Behringer Harvard Multifamily OP II LP (the “Partnership”), a limited partnership formed under the laws of the State of Texas, pursuant to a Certificate of Formation of Limited Partnership filed with the Office of the Secretary of State of the State of Texas on August 13, 2010.

BEHRINGER HARVARD HOLDINGS SERVICE MARK LICENSE AGREEMENT
Behringer Harvard Holdings Service Mark License Agreement • December 21st, 2012 • Adaptive Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

THIS SERVICE MARK LICENSE AGREEMENT (this “Agreement”) is made and entered into this [ ] day of [ ], 2013, (the “Effective Date”), by and between BEHRINGER HARVARD HOLDINGS, LLC, a Delaware limited liability company (the “Licensor”), and ADAPTIVE REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Licensee”).

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