0001193125-18-114614 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 12th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2018, by and between Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • April 12th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and SDDco Brokerage Advisors, LLC, a New York limited liability company (the “Dealer Manager”).

ESCROW AGREEMENT
Escrow Agreement • April 12th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ESCROW AGREEMENT dated as of , 2017 (this “Agreement”), is entered into by and among Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • April 12th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the 11th day of April, 2018 (“Effective Date”) by and between Oaktree Capital Management, L.P. (the “Licensor”), on the one hand, and Oaktree Real Estate Income Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Licensee”), on the other hand.

FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • April 12th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York

SDDco Brokerage Advisors, LLC, as the dealer manager (“Dealer Manager”) for Oaktree Real Estate Income Trust, Inc. (the “Company”), a Maryland corporation, invites you (the “Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the terms of this Selected Dealer Agreement (the “Agreement”).

ADVISORY AGREEMENT BETWEEN OAKTREE REAL ESTATE INCOME TRUST, INC. AND OAKTREE FUND ADVISORS, LLC
Advisory Agreement • April 12th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the 11th day of April, 2018 and effective as of the date the Registration Statement (as defined below) is declared effective (the “Effective Date”) by the Securities and Exchange Commission (the “SEC”), is by and between Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and Oaktree Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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