0001384710-13-000010 Sample Contracts

BEHRINGER HARVARD MULTIFAMILY REIT I, INC. FIFTH AMENDED AND RESTATED ADVISORY MANAGEMENT AGREEMENT
Advisory Management Agreement • November 7th, 2013 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Texas

This FIFTH AMENDED AND RESTATED ADVISORY MANAGEMENT AGREEMENT (this “Agreement”), is made and entered as of the 31st day of July, 2013 (the “Effective Date”), by and between BEHRINGER HARVARD MULTIFAMILY REIT I, INC., a Maryland corporation (the “Company”), and BEHRINGER HARVARD MULTIFAMILY ADVISORS I, LLC, a Texas limited liability company (the “Advisor”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2013 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Texas

This Employment Agreement (“Agreement”) is made as of the 1st day of August, 2013 (the “Commencement Date”), between Behringer Harvard Multifamily REIT I, Inc., a Maryland corporation (the “Company”) and Behringer Harvard Multifamily Operating Partnership I LP (the “Operating Partnership”), a Delaware limited partnership, and Howard Garfield (the “Executive”).

REGISTRATION RIGHTS AGREEMENT dated as of July 31, 2013 among BEHRINGER HARVARD MULTIFAMILY REIT I, INC. and THE SHAREHOLDERS FROM TIME TO TIME PARTY HERETO
Registration Rights Agreement • November 7th, 2013 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Texas

REGISTRATION RIGHTS AGREEMENT dated as of July 31, 2013 (this “Agreement”) among Behringer Harvard Multifamily REIT I, Inc., a Maryland corporation (the “Company”), and the Shareholders from time to time party hereto (initially, Behringer Harvard Multifamily REIT I Services Holdings, LLC as the sole holder of Registrable Securities) as listed on the signature pages, including any Permitted Transferees (collectively, the “Shareholders”).

AMENDED AND RESTATED LICENSE AGREEMENT
Amended And • November 7th, 2013 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Texas

This AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is made and entered into this 31st day of July, 2013 (the “Effective Date”), by and between BEHRINGER HARVARD HOLDINGS, LLC, a Delaware limited liability company (the “Licensor”), and BEHRINGER HARVARD MULTIFAMILY REIT I, INC., a Maryland corporation (the “Licensee”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 7th, 2013 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Texas

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into on this 31st day of July, 2013 (the “Effective Date”), by and between BEHRINGER HARVARD MULTIFAMILY REIT I, INC., a Maryland corporation (the “Company”), REIT TRS Holding, LLC, a Delaware limited liability company (“REIT TRS”), and BEHRINGER HARVARD MULTIFAMILY REIT I SERVICES HOLDINGS, LLC, a Texas limited liability company (the “Service Provider”).

BEHRINGER HARVARD MULTIFAMILY REIT I, INC. SECOND AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • November 7th, 2013 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Texas

THIS SECOND AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of July, 2013 (the “Effective Date”), between BEHRINGER HARVARD MULTIFAMILY REIT I, INC. (the “Company”), a Maryland corporation, BEHRINGER HARVARD MULTIFAMILY OP I LP (the “OP”), a Delaware limited partnership, and BEHRINGER HARVARD MULTIFAMILY MANAGEMENT SERVICES, LLC, a Texas limited liability company (“Manager”).

MASTER MODIFICATION AGREEMENT DATED AS OF JULY 31, 2013 by and among BEHRINGER HARVARD MULTIFAMILY REIT I, INC., BEHRINGER HARVARD MULTIFAMILY OP I LP, REIT TRS HOLDING, LLC, BEHRINGER HARVARD MULTIFAMILY REIT I SERVICES HOLDINGS, LLC, BEHRINGER...
Registration Rights Agreement • November 7th, 2013 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Texas

This MASTER MODIFICATION AGREEMENT, dated as of July 31, 2013 (this “Agreement”), is entered into by and among BEHRINGER HARVARD MULTIFAMILY REIT I, INC., a Maryland corporation (“MF REIT”), BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership (“MF OP”), REIT TRS HOLDING, LLC, a Delaware limited liability company (“REIT TRS”), BEHRINGER HARVARD MULTIFAMILY REIT I SERVICES HOLDINGS, LLC, a Texas limited liability company (“Services Holdings”), BEHRINGER HARVARD MULTIFAMILY ADVISORS I, LLC, a Texas limited liability company (“Advisor”), BEHRINGER HARVARD MULTIFAMILY MANAGEMENT SERVICES, LLC, a Texas limited liability company (“Property Manager” and together with Advisor, the “Service Providers”), and solely with respect to Articles I, IV, IX, and X and Sections 2.2, 8.3, and 8.7(b), BEHRINGER HARVARD INSTITUTIONAL GP LP, a Texas limited partnership (“BHMP GP”). Terms used herein are defined in Article I.

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