0001387131-14-002927 Sample Contracts

LOAN AGREEMENT Dated as of May 21, 2014 Between United 945 82nd Parkway Fee, LLC, as Borrower and Starwood Mortgage Capital LLC, as Lender
Loan Agreement • August 14th, 2014 • United Realty Trust Inc • Real estate investment trusts • South Carolina

THIS LOAN AGREEMENT, dated as of May 21, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, having an address at 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139 (together with its successors and assigns, collectively, “Lender”), and United 945 82nd Parkway Fee, LLC, a Delaware limited liability company having an address at c/o United Realty Advisors, LP, 60 Broad Street, 34th Floor, New York, New York 10004 (together with its permitted successors and assigns, collectively, “Borrower”).

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ADVISORY AGREEMENT BY AND AMONG UNITED REALTY TRUST INCORPORATED, UNITED REALTY CAPITAL OPERATING PARTNERSHIP, L.P., AND UNITED REALTY ADVISORS LP Dated as of August 15, 2012
Advisory Agreement • August 14th, 2014 • United Realty Trust Inc • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of August 15, 2012, is entered into by and among United Realty Trust Incorporated, a Maryland corporation (the “Company”), United Realty Capital Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and United Realty Advisors LP, a Delaware limited partnership.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF UNITED 945 82ND PARKWAY FEE, LLC a Delaware limited liability company
Limited Liability Company Agreement • August 14th, 2014 • United Realty Trust Inc • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF UNITED 945 82ND PARKWAY FEE, LLC, a Delaware limited liability company (as amended from time to time, this “Agreement”) dated effective as of May 21, 2014 (the “Effective Date”) is entered into by and among ARBOR- Myrtle Beach PE LLC, a Delaware limited liability company, in its capacity as a member of the Company (“Preferred Member”, which term includes any Person admitted as an additional or substitute Preferred Member pursuant to the provisions of this Agreement, each in its capacity as a member of the Company), and UNITED REALTY CAPITAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, in its capacity as a member of the Company (“Sponsor Member”, which term includes any Person admitted as an additional or substitute Sponsor Member pursuant to the provisions of this Agreement, each in its capacity as a member of the Company) and BARRY FUNT, as the “Special Member”. Preferred Member and Sponsor Member are col

SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF UNITED REALTY CAPITAL OPERATING PARTNERSHIP, L.P.
Agreement of Limited Partnership • August 14th, 2014 • United Realty Trust Inc • Real estate investment trusts

This SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF UNITED REALTY CAPITAL OPERATING PARTNERSHIP, L.P. (this "Amendment") is made as of May 20, 2014, and is executed on May 20, 2014, by and among United Realty Trust, Inc., a Maryland corporation, in its capacity as the general partner (the "General Partner") of United Realty Capital Operating Partnership, L.P., a Delaware limited partnership (the "Partnership"), and URTI LP, LLC, the initial limited partner of the partnership, a Delaware limited liability company (the "Initial Limited Partner"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Agreement of Limited Partnership of the Partnership, dated as of August 15, 2012 (the "Original Partnership Agreement").

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