0001193125-15-049142 Sample Contracts

FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF INLAND RESIDENTIAL OPERATING PARTNERSHIP, L.P. Dated as of [ ], 2015
Limited Partnership Agreement • February 13th, 2015 • Inland Residential Properties Trust, Inc. • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF INLAND RESIDENTIAL OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of [ ], 2015, is entered into among INLAND RESIDENTIAL PROPERTIES TRUST, INC., a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, and INLAND RESIDENTIAL PROPERTIES TRUST 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.

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FORM OF BUSINESS MANAGEMENT AGREEMENT
Business Management Agreement • February 13th, 2015 • Inland Residential Properties Trust, Inc. • Real estate investment trusts • Illinois

THIS BUSINESS MANAGEMENT AGREEMENT (this “Agreement”), dated as of , 2015, is entered into by and between Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), Inland Residential Operating Partnership, L.P., a Delaware limited partnership of which the Company is the sole general partner and of which the Business Manager is a limited partner (the “Operating Partnership”) and Inland Residential Business Manager & Advisor, Inc., an Illinois corporation (the “Business Manager”). All references to the Company in this agreements shall include the Company’s wholly-owned subsidiaries and, where applicable, the Operating Partnership.

INLAND RESIDENTIAL PROPERTIES TRUST, INC. FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 13th, 2015 • Inland Residential Properties Trust, Inc. • Real estate investment trusts • Illinois
LICENSE AGREEMENT
License Agreement • February 13th, 2015 • Inland Residential Properties Trust, Inc. • Real estate investment trusts

This License Agreement (“Agreement”), by and between The Inland Real Estate Group, Inc., an Illinois corporation with its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Licensor”), and Inland Residential Properties Trust, Inc., a Maryland corporation, with its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Licensee”), is effective as of December 19, 2013.

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