0000892626-17-000008 Sample Contracts

Inland Residential Properties Trust, Inc. Third AMENDED AND RESTATED Dealer Manager Agreement February 2, 2017
Soliciting Dealer Agreement • February 2nd, 2017 • Inland Residential Properties Trust, Inc. • Real estate investment trusts • Illinois

Inland Residential Properties Trust, Inc., a Maryland corporation formed on December 19, 2013 (the “Company”), is offering upon the terms and conditions set forth in the Prospectus (as defined below) (i) on a “reasonable best efforts” basis up to $1 billion of shares of common stock in the primary offering (the “Primary Offering”), to the public, in any combination of Class A Shares ($25.00 per share), Class T Shares ($23.95 per share) and Class T-3 Shares ($24.14 per share) (individually the “Class A Shares,” the “Class T Shares” and the “Class T-3 Shares,” and collectively, the “Shares”); and (ii) up to $190 million in shares at a purchase price of $23.75 per Class A Share, $22.81 per Class T Share and $22.81 per Class T-3 Share, in any combination, for issuance through the Company’s distribution reinvestment plan (the “DRP,” and together with the Primary Offering, the “Offering”). Each subscriber will be required to enter into a subscription agreement substantially in the form of th

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first AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INLAND RESIDENTIAL OPERATING PARTNERSHIP, L.P.
Inland Residential Properties Trust, Inc. • February 2nd, 2017 • Real estate investment trusts

THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) OF INLAND RESIDENTIAL OPERATING PARTNERSHIP, L.P. (the “Partnership”), dated as of February 2, 2017, is entered into by and between INLAND RESIDENTIAL PROPERTIES TRUST, INC., a Maryland corporation, in its capacity as the general partner (the “General Partner”) of the Partnership, and INLAND RESIDENTIAL PROPERTIES TRUST SPECIAL LIMITED PARTNER, LLC, a Delaware limited liability company, the special limited partner of the Partnership. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 27, 2016 (the “Partnership Agreement”).

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