Sterling Real Estate Trust Sample Contracts

FIFTEENTH AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 25th, 2025 • Sterling Real Estate Trust • Real estate investment trusts

THIS ADVISORY AGREEMENT (the “Agreement”), dated effective as of April 1, 2025 (the “Effective Date”), is among Sterling Real Estate Trust d/b/a Sterling Multifamily Trust, an unincorporated North Dakota business trust (the “Company”), Sterling Properties, LLLP, d/b/a Sterling Multifamily Properties, LLLP, a North Dakota limited liability limited partnership (“Operating Partnership”) and Sterling Management, LLC, a North Dakota limited liability company (the “Advisor”).

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED LIABILITY LIMITED PARTNERSHIP OF STERLING PROPERTIES, LLLP 1711 GOLD DRIVE SOUTH, SUITE 100 FARGO, NORTH DAKOTA 58103
Agreement of Limited Liability Limited Partnership • June 24th, 2014 • INREIT Real Estate Investment Trust • Real estate investment trusts • North Dakota

The parties to this Amendment do hereby restate the terms and conditions in their previously formed Limited Liability Limited Partnership. The following terms used in this Agreement shall have the meanings specified below:

Contract
Credit Agreement • November 25th, 2025 • Sterling Real Estate Trust • Real estate investment trusts
s/ Luke B. Swenson /s/ Luke B. Swenson /s/ Luke B. Swenson /s/ Luke B. Swenson
Promissory Note and Commercial Security Agreement • July 3rd, 2024 • Sterling Real Estate Trust • Real estate investment trusts • North Dakota
OPEN END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING FROM STERLING NORTHLAND, LLC TO LIFE INSURANCE COMPANY OF THE SOUTHWEST AUGUST ___, 2015
Open End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • August 18th, 2015 • Sterling Real Estate Trust • Real estate investment trusts

This OPEN END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING ("Mortgage") is granted this ____ day of August, 2015, by STERLING NORTHLAND, LLC, a Minnesota limited liability company ("Borrower"), with offices at and mailing address of 1711 Gold Drive South, Fargo, ND 58103, as Grantor;

THIRTEENTH AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • April 18th, 2024 • Sterling Real Estate Trust • Real estate investment trusts

THIS ADVISORY AGREEMENT (the “Agreement”), dated effective as of April 1, 2024 (the “Effective Date”), is among Sterling Real Estate Trust d/b/a Sterling Multifamily Trust, an unincorporated North Dakota business trust (the “Company”), Sterling Properties, LLLP, d/b/a Sterling Multifamily Properties, LLLP, a North Dakota limited liability limited partnership (“Operating Partnership”) and Sterling Management, LLC, a North Dakota limited liability company (the “Advisor”).

SIXTEENTH AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 23rd, 2026 • Sterling Real Estate Trust • Real estate investment trusts

THIS ADVISORY AGREEMENT (the “Agreement”), dated effective as of April 1, 2026 (the “Effective Date”), is among Sterling Real Estate Trust d/b/a Sterling Multifamily Trust, an unincorporated North Dakota business trust (the “Company”), Sterling Properties, LLLP, d/b/a Sterling Multifamily Properties, LLLP, a North Dakota limited liability limited partnership (“Operating Partnership”) and Sterling Management, LLC, a North Dakota limited liability company (the “Advisor”).

REVOLVING PROMISSORY NOTE AND LOAN AGREEMENT
Revolving Promissory Note and Loan Agreement • December 18th, 2025 • Sterling Real Estate Trust • Real estate investment trusts

THIS FIRST AMENDMENT TO REVOLVING PROMISSORY NOTE AND LOAN AGREEMENT (this “First Amendment”) is made effective as of December 17, 2025 (the “Effective Date”) by and between Sterling Properties, LLLP (“Borrower”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, and Sterling Office and Industrial Properties, LLLP (“Lender”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103.

SECOND AMENDMENT TO LIMITED LIABILITY LIMITED PARTNERSHIP OF INREIT PROPERTIES, LLLP
Limited Liability Limited Partnership Agreement • March 10th, 2011 • INREIT Real Estate Investment Trust

This Second Amendment is effective as of 19th day of December, 2008 for the purpose of amending the First Amendment and Complete Restatement of Agreement of Limited Liability Limited Partnership of INREIT Properties, LLLP as follows:

REVOLVING PROMISSORY NOTE AND LOAN AGREEMENT
Revolving Promissory Note and Loan Agreement • June 30th, 2025 • Sterling Real Estate Trust • Real estate investment trusts • North Dakota

FOR VALUE RECEIVED, Sterling Office and Industrial Properties, LLLP (“Borrower”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, hereby promises to pay to the order of Sterling Properties, LLLP (“Lender”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, or at such other place as Lender may designate in writing from time to time, the principal sum of Ten Million Dollars ($10,000,000) (the “Revolving Note Amount”), or such lesser amount thereof as has been advanced by Lender to or for the benefit of Borrower pursuant to this Revolving Promissory Note and Loan Agreement (the “Note”), together with interest on the unpaid outstanding principal balance at the Interest Rate described herein and all other amounts, if any, then due and owing under this Note. Sterling Management, LLC, a North Dakota limited liability company, shall serve as the loan

AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 23rd, 2014 • Sterling Real Estate Trust • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 18th day of December, 2014, and hereby amends the PURCHASE AND SALE AGREEMENT entered into the 17th day of November, 2014 (the “Agreement”), by and among those signatories listed on the signature pages hereto as “Sellers” (each a “Seller” and, collectively, the “Sellers”) and STERLING PROPERTIES, LLLP, a North Dakota limited liability limited partnership (“Purchaser”).

REVOLVING PROMISSORY NOTE AND LOAN AGREEMENT
Revolving Promissory Note and Loan Agreement • July 28th, 2025 • Sterling Real Estate Trust • Real estate investment trusts • North Dakota

FOR VALUE RECEIVED, Sterling Office and Industrial Properties, LLLP (“Borrower”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, hereby promises to pay to the order of Sterling Properties, LLLP (“Lender”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, or at such other place as Lender may designate in writing from time to time, the principal sum of Ten Million Dollars ($10,000,000) (the “Revolving Note Amount”), or such lesser amount thereof as has been advanced by Lender to or for the benefit of Borrower pursuant to this Revolving Promissory Note and Loan Agreement (the “Note”), together with interest on the unpaid outstanding principal balance at the Interest Rate described herein and all other amounts, if any, then due and owing under this Note. Sterling Management, LLC, a North Dakota limited liability company, shall serve as the loan

THIRD AMENDMENT TO LIMITED LIABILITY LIMITED PARTNERSHIP OF INREIT PROPERTIES, LLLP
Limited Liability Limited Partnership Agreement • March 10th, 2011 • INREIT Real Estate Investment Trust

This Third Amendment is effective as of the 5th day of August, 2009 for the purpose of amending the First Amendment and Complete Restatement of Agreement of Limited Liability Limited Partnership of INREIT Properties, LLLP and Second Amendment to Limited Liability Limited Partnership of INREIT Properties, LLLP effective the 19th day of December, 2008 as follows:

REVOLVING PROMISSORY NOTE AND LOAN AGREEMENT
Revolving Promissory Note and Loan Agreement • March 3rd, 2025 • Sterling Real Estate Trust • Real estate investment trusts • North Dakota

FOR VALUE RECEIVED, Sterling Properties, LLLP (“Borrower”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, hereby promises to pay to the order of Sterling Office and Industrial Properties, LLLP (“Lender”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, or at such other place as Lender may designate in writing from time to time, the principal sum of Ten Million Dollars ($10,000,000) (the “Revolving Note Amount”), or such lesser amount thereof as has been advanced by Lender to or for the benefit of Borrower pursuant to this Revolving Promissory Note and Loan Agreement (the “Note”), together with interest on the unpaid outstanding principal balance at the Interest Rate described herein and all other amounts, if any, then due and owing under this Note. Sterling Management, LLC, a North Dakota limited liability company, shall serve as the loan

REVOLVING PROMISSORY NOTE AND LOAN AGREEMENT
Revolving Promissory Note and Loan Agreement • July 18th, 2025 • Sterling Real Estate Trust • Real estate investment trusts • North Dakota

FOR VALUE RECEIVED, Sterling Office and Industrial Properties, LLLP (“Borrower”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, hereby promises to pay to the order of Sterling Properties, LLLP (“Lender”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, or at such other place as Lender may designate in writing from time to time, the principal sum of Ten Million Dollars ($10,000,000) (the “Revolving Note Amount”), or such lesser amount thereof as has been advanced by Lender to or for the benefit of Borrower pursuant to this Revolving Promissory Note and Loan Agreement (the “Note”), together with interest on the unpaid outstanding principal balance at the Interest Rate described herein and all other amounts, if any, then due and owing under this Note. Sterling Management, LLC, a North Dakota limited liability company, shall serve as the loan

FIRST AMENDMENT AND COMPLETE RESTATEMENT OF AGREEMENT OF LIMITED LIABILITY LIMITED PARTNERSHIP OF INREIT PROPERTIES, LLLP 216 SOUTH BROADWAY, SUITE 202 MINOT, NORTH DAKOTA 58701
Agreement of Limited Liability Limited Partnership • March 10th, 2011 • INREIT Real Estate Investment Trust • North Dakota

The parties to this Amendment do hereby restate the terms and conditions in their previously formed Limited Liability Limited Partnership. The following terms used in this Agreement shall have the meanings specified below:

AMENDMENT NO. 1 TO EIGHTH AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • September 25th, 2019 • Sterling Real Estate Trust • Real estate investment trusts

This Amendment No. 1 to the Eighth Amended and Restated Advisory Agreement between Sterling Real Estate Trust d/b/a Sterling Multifamily Trust, an unincorporated North Dakota business Trust (the “Company”), Sterling Properties, LLLP, d/b/a Sterling Multifamily Properties, LLLP, a North Dakota limited liability limited partnership (“Operating Partnership”) and Sterling Management, LLC, a North Dakota limited liability company (the “Advisor”) is made and entered into effective September 1, 2019.

AMENDMENT TO CERTIFICATE OF LIMITED LIABILITY LIMITED PARTNERSHIP OF INREIT PROPERTIES, LLLP
Certificate of Limited Partnership Amendment • June 24th, 2014 • INREIT Real Estate Investment Trust • Real estate investment trusts

This Amendment to Certificate of Limited Partnership (“Amendment”) is made and entered into effective as of August 1, 2014, by INREIT Properties, LLLP, a North Dakota limited liability limited Partnership (the “Partnership”), pursuant to Chapter 45-23 of the North Dakota Century Code (the “Act”):

Purchase and Sale Agreement
Purchase and Sale Agreement • December 23rd, 2014 • Sterling Real Estate Trust • Real estate investment trusts

This Purchase and Sale Agreement (“Agreement”) made and entered into as of November ____, 2014 (the “Effective Date”), by and among those signatories listed on the signature pages hereto as “Sellers” (each a “Seller” and, collectively, the “Sellers”) and STERLING PROPERTIES, LLLP, a North Dakota limited liability limited partnership (“Purchaser”).

SEVENTH AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • June 26th, 2018 • Sterling Real Estate Trust • Real estate investment trusts

This Amendment No. 1 to the Seventh Amended and Restated Advisory Agreement is dated June 21, 2018, between Sterling Real Estate Trust d/b/a Sterling Multifamily Trust, an unincorporated North Dakota business Trust (the “Company”) Sterling Properties, LLLP, d/b/a Sterling Multifamily Properties, LLLP, a North Dakota limited liability limited partnership (“Operating Partnership”) and Sterling Management, LLC, a North Dakota limited liability company (the “Advisor”).

COMMERCIAL SECURITY AGREEMENT
Commercial Security Agreement • December 23rd, 2014 • Sterling Real Estate Trust • Real estate investment trusts • North Dakota

References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

REVOLVING PROMISSORY NOTE AND LOAN AGREEMENT
Revolving Promissory Note and Loan Agreement • July 28th, 2025 • Sterling Real Estate Trust • Real estate investment trusts • North Dakota

FOR VALUE RECEIVED, Sterling Office and Industrial Properties, LLLP (“Borrower”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, hereby promises to pay to the order of Sterling Properties, LLLP (“Lender”), a North Dakota limited liability limited partnership whose address is 4340 18th Avenue South, Suite 200, Fargo, ND 58103, or at such other place as Lender may designate in writing from time to time, the principal sum of Ten Million Dollars ($10,000,000) (the “Revolving Note Amount”), or such lesser amount thereof as has been advanced by Lender to or for the benefit of Borrower pursuant to this Revolving Promissory Note and Loan Agreement (the “Note”), together with interest on the unpaid outstanding principal balance at the Interest Rate described herein and all other amounts, if any, then due and owing under this Note. Sterling Management, LLC, a North Dakota limited liability company, shall serve as the loan