0000950134-08-005185 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • March 21st, 2008 • Proinvest Realty Fund LLC • Real estate

This Escrow Agreement (“Agreement”) is made and entered into as of June 21, 2007 (“Effective Date”), by and among LEGACYTEXAS BANK (“Escrow Agent”), a Texas state bank, PROSPERA FINANCIAL SERVICES INC (“Managing Broker-Dealer”), a Texas corporation, and PROINVEST REALTY FUND LLC (“Issuer”), a Delaware limited liability company.

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AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 21st, 2008 • Proinvest Realty Fund LLC • Real estate • Texas

THIS AGREEMENT is made and entered into as of the 1st day of May, 2007 by and between PROINVEST REALTY FUND, LLC, a Delaware Limited Liability Company (“Owner”) and PROINVEST REALTY ADVISORS, LLC, a Texas Limited Liability Company (“Proinvest”). Capitalized terms used herein and not defined shall have the meaning defined in the LLC Agreement (hereinafter defined).

January 17, 2008 Prospera Financial Services Inc 5429 LBJ Frwy Ste 400 Dallas TX 75240 Attn Timothy Edwards VP-Sales Re Managing Broker-Dealer Agreement Gentlemen:
Proinvest Realty Fund LLC • March 21st, 2008 • Real estate • Texas

This letter confirms and comprises the agreement (“Agreement”) between Proinvest Realty Advisors LLC (“Company Sponsor”), a Texas limited liability company, Proinvest Realty Fund LLC (“Company”), a Delaware limited liability company, and Prospera Financial Services Inc (“Managing Broker-Dealer”), a Texas corporation, regarding the offering (“Offering”) and sale by the Company of up to $100 million of membership interests (“Units”) in the Company as more particularly described in the Prospectus and all supplements and amendments thereto from time to time (all together, “Prospectus”) describing the Offering and constituting a part of the Form S-11 registration statement (“Form S-11”) to be filed by the Company with the Securities and Exchange Commission (“SEC”).

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