0001104659-03-005485 Sample Contracts

FORM OF AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • March 31st, 2003 • Krupp Government Income Trust-Ii • Real estate investment trusts • Massachusetts

AMENDED AND RESTATED VOTING AGREEMENT, dated as of December , 2002, by and among Krupp Government Income Trust, a Massachusetts business trust (“GIT”), Krupp Government Income Trust II, a Massachusetts business trust (“GIT II” and, collectively with GIT, the “TRUSTS”), and Berkshire Income Realty, Inc. (“BIR”), a Maryland corporation.

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WAIVER AND STANDSTILL AGREEMENT
Waiver and Standstill Agreement • March 31st, 2003 • Krupp Government Income Trust-Ii • Real estate investment trusts • Massachusetts

This Waiver and Standstill Agreement (this “AGREEMENT”), dated as of August 22, 2002, is made by and among Krupp Government Income Trust, a Massachusetts Business Trust (“GIT”), Krupp Government Income Trust II, a Massachusetts Business Trust (“GIT 2” and, collectively with GIT, the “TRUSTS”), Berkshire Income Realty, Inc. (“BIR”), Berkshire Income Realty-OP, L.P. (“BIR-OP” and, collectively with BIR, the “PURCHASERS”).

Berkshire Income Realty, Inc. One Beacon Street, Suite 1500 Boston, Massachusetts 02108 March 5, 2003
Krupp Government Income Trust-Ii • March 31st, 2003 • Real estate investment trusts

Reference is made to the Waiver and Standstill Agreement, dated as of August 22, 2002, by and among Krupp Government Income Trust (“GIT”), Krupp Government Income Trust II (“GIT II” and, collectively with GIT, the “Trusts”), Berkshire Income Realty, Inc. and Berkshire Income Realty-OP, L.P. (the “Waiver Agreement”).

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