RealtyMogul Apartment Growth REIT, Inc. Sample Contracts

SELLING AND DISTRIBUTION AGREEMENT
Selling and Distribution Agreement • June 28th, 2017 • MogulREIT II, Inc. • Real estate investment trusts • Delaware

This Selling and Distribution Agreement (this “Agreement”) is made as of this _______ day of ___________ 2017, by and among RM Sponsor, LLC, a California limited liability company (the “Sponsor”), and North Capital Private Securities Corporation, a Delaware corporation (the “Soliciting Dealer”).

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MANAGEMENT AGREEMENT
Management Agreement • June 28th, 2017 • MogulREIT II, Inc. • Real estate investment trusts • California

This MANAGEMENT AGREEMENT (this “Agreement”) is entered into on this [•]th day of [•], 2017, by and between MOGULREIT II, INC., a Maryland corporation (the “Company”), and RM ADVISOR, LLC, a Delaware limited liability company.

LICENSE AGREEMENT
License Agreement • June 28th, 2017 • MogulREIT II, Inc. • Real estate investment trusts • California

This License Agreement (this “Agreement”) is entered into as of the ___ day of _________, 2017, by and between Realty Mogul, Co., a Delaware corporation (“Licensor”), and MogulREIT II, Inc., a Maryland corporation (the “Licensee”).

Subscription Agreement for
Subscription Agreement • June 28th, 2017 • MogulREIT II, Inc. • Real estate investment trusts • Maryland

This Subscription Agreement (the “Agreement”) applies to the initial and each subsequent investment in MogulREIT II, Inc. (the “Company”) and is made and entered into by and between the undersigned (the “Subscriber”) and the Company. Subject to the terms and conditions provided herein, and to the terms of the other Subscriber Agreements, as defined below, the Subscriber wishes to irrevocably subscribe for and purchase (subject to acceptance of such subscription by the Company) certain shares of the Company’s common stock (the “Common Shares”), as set forth in Section 1, offered pursuant to that certain Offering Circular of the Company in effect as of the date hereof (the “Offering Circular”).

INVESTMENT SUB-MANAGEMENT AGREEMENT
Investment Sub-Management Agreement • June 28th, 2017 • MogulREIT II, Inc. • Real estate investment trusts • California

THIS INVESTMENT SUB-MANAGEMENT AGREEMENT (this “Agreement”) is effective as of __________, 2017 or such other date as the parties hereto may agree in writing (the “Effective Date”), by and among MogulREIT II, Inc., a Maryland corporation (“MogulREIT II”), and RM Adviser, LLC., a Delaware limited liability company (“RM Adviser”), on the one hand, and American Assets Capital Advisers, LLC, a Delaware limited liability company (“Manager”), on the other hand. MogulREIT II and RM Adviser are collectively referred to herein as the “RM Parties”.

Master Technology and Services Agreement
Master Technology and Services Agreement • June 28th, 2017 • MogulREIT II, Inc. • Real estate investment trusts

This Master Technology and Services Agreement (the “Agreement”) is made this __ day of ________ 2017, by and among RM Technologies, LLC, a California limited liability company (“RM Technologies”), RM Sponsor, LLC, a California limited liability company (“Sponsor”) and MogulREIT II, Inc., a Maryland corporation (the “Company”).

Limited Partnership Agreement of MogulREIT II Operating Partnership, LP
Limited Partnership Agreement • June 28th, 2017 • MogulREIT II, Inc. • Real estate investment trusts

Whereas, the parties hereto wish to form a limited partnership (the “Partnership”) pursuant to Chapter 17, Title 6 of the Delaware Code.

Amendment to the Limited Partnership Agreement of MogulREIT II Operating Partnership, LP
Limited Partnership Agreement • December 9th, 2021 • RealtyMogul Apartment Growth REIT, Inc. • Real estate investment trusts

This AMENDMENT (this “Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) OF MOGULREIT II OPERATING PARTNERSHIP, LP (the “Partnership”), effective as of the 8th of December 2021, is entered into by and among REALTYMOGUL APARTMENT GROWTH REIT, Inc. (formerly known as MOGULREIT II, INC.), a Maryland corporation (the “General Partner”) and MR II OP, LLC (the “Limited Partner”) (collectively, the “Partners” or “Parties”).

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