0001550913-16-000189 Sample Contracts

Re: Marketing Services Agreement
MacKenzie Realty Capital, Inc. • October 6th, 2016

MacKenzie Realty Capital, Inc., a Maryland corporation (the "Fund"), is pleased to establish the terms of its retention of Arete Wealth Management, LLC ("Arete") for the provision of marketing and placement agent services by Arete to the Fund as described below. The Fund proposes to offer publicly for subscription and to sell to subscribers acceptable to the Fund, upon the terms and subject to the conditions of this letter agreement ("Agreement") and the registration statement on Form N-2 (File No. 333- ________) (the "Registration Statement") filed by the Fund with the Securities and Exchange Commission ("SEC") and several state securities authorities (together, the "Authorities," and with the SEC, the "Securities Regulators") under the Securities Act of 1933, as amended (the "1933 Act") and under applicable state law (collectively with the 1933 Act, the "Securities Laws"), which Registration Statement contains a prospectus, as it may be amended by the Fund from time to time (the "Pro

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SALES AGENT AGREEMENT
Sales Agent Agreement • October 6th, 2016 • MacKenzie Realty Capital, Inc. • California

The undersigned, MacKenzie Realty Capital, Inc., a Maryland corporation (the "Fund"), through its managing broker-dealer, Arete Wealth Management, LLC ("Arete"), contemplates undertaking an offering (the "Offering") and sale of a maximum of 15,000,000 of shares of common stock of the Fund (the "Shares") at a price per Share as indicated in Section 2(h) below. The terms of the Offering are set forth in a registration statement on Form N-2 (File No. 333-212804), and as a part thereof a prospectus relating to the Shares, prepared in conformity with the applicable requirements of the Securities Act of 1933, as amended (the "1933 Act") and applicable state law (collectively with the 1933 Act, the "Securities Laws"), and the rules and regulations promulgated thereunder (the "Rules and Regulations"), filed with the Securities and Exchange Commission (the "SEC") and several state securities authorities (together, the "Authorities," and with the SEC, the "Securities Regulators") (which registra

Subscription Agreement
Subscription Agreement • October 6th, 2016 • MacKenzie Realty Capital, Inc.

The undersigned hereby tenders this subscription and applies for the purchase of the dollar amount of shares of common stock (the “Shares”) of MacKenzie Realty Capital, Inc. (sometimes referred to herein as the “Company”), set forth below.

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 6th, 2016 • MacKenzie Realty Capital, Inc.

THIS AMENDMENT TO INVESTMENT ADVISORY AGREEMENT (this"Amendment") is made as of September 27, 2016, by and between MacKenzie Realty Capital, Inc., a Maryland corporation having its principal place of business in Moraga, California (the "Company"), and MCM Advisers, LP, a California limited partnership having its principal place of business in Moraga, California (the "Adviser"). Capitalized terms used but not defined herein shall have the meanings assigned to them in that certain Investment Advisory Agreement, dated February 28, 2013, by and between the Company and the Adviser and as amended August 6, 2014 (the "Agreement").

AMENDMENT TO SALES AGENT AGREEMENT
Sales Agent Agreement • October 6th, 2016 • MacKenzie Realty Capital, Inc.

THIS AMENDMENT TO SALES AGREEMENT (this "Amendment") is made and entered into as of this __ day of ______, 2016 by and between MacKenzie Realty Capital, Inc. (the "Fund") and ________________________ (the "Sales Agent").

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