0001193125-16-493313 Sample Contracts

RESOURCE APARTMENT REIT III, INC. RESOURCE SECURITIES, INC. DEALER MANAGER AGREEMENT
Dealer Manager Agreement • March 4th, 2016 • Resource Apartment REIT III, Inc. • Real estate investment trusts • Pennsylvania

The undersigned, Resource Apartment REIT III, Inc. (the “Company”), a Maryland corporation, is conducting a public offering (the “Offering”) of up to $1,100,000,000 of shares in any combination of Class A shares (“Class A Shares”) and Class T shares (“Class T Shares”) of its common stock, $.01 par value per share (collectively, the “Shares”), of which up to $1,000,000,000 of Shares are intended to be offered in the Company’s primary offering (the “Primary Offering”) and up to $100,000,000 of Shares are intended to be offered pursuant to the Company’s distribution reinvestment plan (“DRP”). The Company reserves the right to reallocate the Shares offered between the DRP and the Primary Offering.

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FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • March 4th, 2016 • Resource Apartment REIT III, Inc. • Real estate investment trusts • Missouri

THIS ESCROW AGREEMENT dated as of , 2016 (this “Agreement”), is entered into among Resource Securities, Inc. (the “Dealer Manager”), Resource Apartment REIT III, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent “).

FORM OF ADVISORY AGREEMENT between RESOURCE APARTMENT REIT III, INC. and RESOURCE APARTMENT ADVISOR III, LLC
Form of Advisory Agreement • March 4th, 2016 • Resource Apartment REIT III, Inc. • Real estate investment trusts • Pennsylvania

This Advisory Agreement, dated as of [ ], 2016 (the “Agreement”), is between Resource Apartment REIT III, Inc., a Maryland corporation (the “Company”), and Resource Apartment Advisor III, LLC, a Delaware limited liability company (the “Advisor”).

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