0001193125-19-028383 Sample Contracts

AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 5th, 2019 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Amended and Restated Dealer Manager Agreement (this “Agreement”) is entered into by and between Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and SDDco Brokerage Advisors, LLC, a New York limited liability company (the “Dealer Manager”). This Agreement amends, restates and replaces in its entirety that certain Dealer Manager Agreement dated February 16, 2018, by and between the Company and the Dealer Manager.

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FORM OF SELECTED DEALER AGREEMENT
Form of Selected Dealer Agreement • February 5th, 2019 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Agreement (the “Agreement”) is made as of [•], 20[•] by and among SDDco Brokerage Advisors, LLC (the “Dealer Manager”), the dealer manager for the continuous public offering of shares of common stock, $0.01 par value per share (“Common Stock”), of Oaktree Real Estate Income Trust, Inc. (the “Company”), the Company, Oaktree Fund Advisors, LLC (the “Adviser”) and [•] (“Dealer”). The parties hereby agree that Dealer will participate in the distribution of the Shares (defined below), subject to the terms of this Agreement. In consideration of the mutual covenants hereinafter contained, the parties agree as follows:

FIRST AMENDMENT TO ESCROW AGREEMENT
Escrow Agreement • February 5th, 2019 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO ESCROW AGREEMENT dated as of February 5th, 2019 (this “Amendment”), is entered into by and among Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

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