THIRD AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT

THIS THIRD AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Agreement”), effective as of July 10, 2013, is entered into by and between Inland Diversified Real Estate Trust, Inc., a Maryland corporation (the “Company”), and Inland Diversified Business Manager & Advisor Inc., an Illinois corporation (the “Business Manager”) and, solely for purposes of Section 11 of this Agreement, INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (the “Sponsor”).

WHEREAS, the Company and the Business Manager are parties to a Business Management Agreement, originally dated August 24, 2009, (the “Original Agreement”) and subsequently amended and restated on May 9, 2013 (the “Second Amendment”); and

WHEREAS, the Company and the Business Manager are desirous of amending and restating the Second Amendment to eliminate certain provisions of the Second Amendment that are no longer applicable as well as to clarify certain provisions including those relating to the impact of termination on the Company's obligation to pay certain fees.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows:

1.Definitions. As used herein, the following capitalized terms shall have the meanings set forth below:

“Acquisition Co.” means Inland Real Estate Acquisitions, Inc., an Illinois corporation.

“Acquisition Expenses” means any and all expenses incurred by the Company, the Business Manager or any Affiliate of either in connection with selecting, evaluating or acquiring any investment in Real Estate Assets, including but not limited to legal fees and expenses, travel and communication, appraisals and surveys, nonrefundable option payments regardless of whether the Real Estate Asset is acquired, accounting fees and expenses, computer related expenses, architectural and engineering reports, environmental and asbestos audits and surveys, title insurance and escrow fees, and personal and miscellaneous expenses.

“Affiliate” means, with respect to any other Person:

“Articles of Incorporation” means the articles of incorporation of the Company, as amended or restated from time to time.

“Average Invested Assets” means, for any period, the average of the aggregate book value of the assets of the Company, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in, and loans secured by, Real Estate Assets, as well as amounts invested in consolidated and unconsolidated joint ventures or other partnerships, REITs and other Real Estate Operating Companies, before reserves for amortization and depreciation or bad debts or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the relevant calendar quarter. For purposes of calculating the Management Fee pursuant to Section 8(a) of the Agreement, Average Invested Assets shall not include any investments in securities including any non-controlling interests in REITs or other Real Estate Operating Companies, for which a separate investment advisor fee is paid.

“Board of Directors” means the persons holding the office of director of the Company as of any particular time under the Articles of Incorporation.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or corresponding provisions of subsequent revenue laws.

“Determination Date” means the day on which Market Value is determined.

“Equity Stock” means all classes or series of capital stock of the Company, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

“Fiscal Year” means the calendar year ending December 31.

“GAAP” means generally accepted accounting principles as in effect in the United States of America from time to time or any other accounting basis mandated by the Securities and Exchange Commission.

“Incentive Fee” means any fees payable to the Business Manager under Section 8(b) of this Agreement.

“Independent Director” means any director of the Company who:

(a)    is not associated and has not been associated within the two years prior to becoming an Independent Director, directly or indirectly, with the Sponsor, the Business Manager or any of their Affiliates, whether by ownership of, ownership interest in, employment by, any material business or professional relationship with, or as an officer or director of the Sponsor, the Business Manager or any of their Affiliates;

(b)    has not served, or is not serving, as a director for more than three REITs organized by the Sponsor or advised by the Business Manager or any of its Affiliates; and

(c)    performs no other services for the Company, except as a director.

For purposes of this definition, a business or professional relationship will be considered material if the gross revenue derived by the director exceeds five percent (5%) of either the director's annual gross revenue during either of the aforementioned prior two years or the director's net worth on a fair market value basis during the aforementioned prior two years. An indirect relationship shall include circumstances in which a director's spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-law is or has been associated with the Company, the Sponsor, the Business Manager or any of their Affiliates during the aforementioned two year period.

“Invested Capital” means the aggregate original issue price paid for the Shares reduced by prior distributions, identified as special distributions, from the sale or financing of the Company's Real Estate Assets.

“Liquidity Event” means a Listing or any merger, reorganization, business combination, share exchange or acquisition by any Person or related group of Persons of beneficial ownership of all or substantially all of the Shares in one or more related transactions, or another similar transaction involving the Company, pursuant to which the Stockholders receive cash or the securities of another issuer that are listed on a national securities exchange, as full or partial consideration for their Shares. For the avoidance of doubt, no Real Estate Asset Sale shall be deemed a Liquidity Event.

“Liquidity Event Fee” means any fees payable to the Business Manager under Section 8(c) of this Agreement.

“Listing” means the filing of a Form 8-A (or any successor form) to register the Shares, or the shares of common stock of any of the Company's subsidiaries, on a national securities exchange and the approval of an original listing application related thereto by the applicable exchange; provided, that the Shares, or the shares of common stock of any of the Company's subsidiaries, shall not be deemed to be Listed until trading in the Shares, or the shares of common stock of any of the Company's subsidiaries, shall have commenced on the relevant national securities exchange. A Listing shall also be deemed to occur, and the securities deemed “Listed,” on the effective date of a merger in which the consideration received by the holders of the Shares is securities of another issuer that are listed on a national securities exchange; provided, however, that if the

merger is effectuated through a wholly owned subsidiary of the Company, the consideration received by the Company shall be distributed to the holders of the Shares.

“Management Fee” means any fees payable to the Business Manager under Section 8(a) or Section 10 of this Agreement.

“Market Value” means the value of the Company measured in connection with an applicable Liquidity Event determined as follows: (1) in the case of the Listing of the Shares, or the shares of the common stock of any of the Company's subsidiaries, on a national securities exchange, by taking the average closing price over the period of thirty (30) consecutive trading days during which the Shares, or the shares of the common stock of the Company's subsidiary, as applicable, are eligible for trading, beginning on the 180th day after the Shares, or the shares of the common stock of the Company's subsidiary, as applicable, are Listed; or (2) in the case of the receipt by Stockholders of securities of another entity that are trading on a national securities exchange prior to, or that become listed on a national securities exchange concurrent with, the consummation of the Liquidity Event, as follows: (a) in the case of securities of another entity that are trading on a national securities exchange prior to the consummation of the Liquidity Event, the value ascribed to the securities in the transaction giving rise to the Liquidity Event; and (b) in the case of securities of another entity that become Listed on a national securities exchange concurrent with the consummation of the Liquidity Event, the average closing price over a period of thirty (30) consecutive trading days during which the securities are eligible for trading, beginning on the 180th day after the securities are Listed. In addition, any cash consideration received by the Stockholders in connection with any Liquidity Event shall be added to the Market Value determined in accordance with clause (1) or (2).

“Net Income” means, for any period, the aggregate amount of total revenues applicable to the period less the expenses applicable to the same period other than additions to reserves for depreciation, bad debts or other similar noncash reserves and Acquisition Expenses to the extent not capitalized, provided, however, that Net Income shall not include any gain recognized upon the sale of the Company's assets.

“Net Sales Proceeds” means the net proceeds from any Real Estate Asset Sale remaining after paying any property disposition fee less any costs incurred in selling the asset including, but not limited to, legal fees and selling commissions and further reduced by the amount of any indebtedness encumbering the asset and any amounts reinvested in one or more Real Estate Assets or set aside as a reserve within one hundred eighty (180) days of closing of sale, grant or conveyance.

“Offering” means the initial public offering of Shares on a “best efforts” basis pursuant to the Prospectus, as amended and supplemented from time to time.

“Permitted Investment” means any investment that the Company may acquire pursuant to the Articles of Incorporation or its bylaws, including any investment in collateralized mortgage-backed securities and any investment or purchase of interests in a Real Estate Operating Company or other entity owning Properties or loans.

“Person” means any individual, corporation, business trust, estate, trust, partnership, limited liability company, association, two or more persons having a joint or common interest or any other legal or commercial entity.

“Priority Return” means a cumulative, non-compounded return, equal to six percent (6%) per annum on Invested Capital, paid on an aggregate basis from distributions from all sources.

“Property” or “Properties” means interests in (i) Real Property, (ii) long-term ground leases or (iii) any buildings, structures, improvements, furnishings, fixtures and equipment, whether or not located on the Real Property, in each case owned or to be owned by the Company either directly or indirectly through one or more Affiliates, joint ventures, partnerships or other legal entities.

“Property Acquisition Agreement” means that certain Property Acquisition Agreement, dated August 24, 2009, among the Company, the Business Manager and Acquisition Co., as amended from time to time.

“Purchase Price Limit” means, at the time of calculation, the lesser of: (i) the sum of 0.1875% of Average Invested Assets calculated for each of the preceding four calendar quarters, multiplied by two (2); and (ii) 1.5% of the amount of the Company's total assets as set forth on the most recent audited balance sheet prior to closing the applicable transaction, adjusted to give effect to any acquisitions of Real Estate Assets that were probable or completed since the date of that audited balance sheet.

“Real Estate Asset Sale” means any transaction or series of transactions, regardless of whether Net Sales Proceeds are distributed to Stockholders as a result thereof, whereby: (1) the Company directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Estate Asset or portion thereof, except for a contribution to a joint venture in which the Company, directly or indirectly, has, or will have, an ownership interest; (2) the Company directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Company in any joint venture in which it is a co-venturer or partner; (3) any joint venture in which the Company has an interest directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Estate Asset or portion thereof (excluding for these purposes any loans or mortgage loans); (4) the Company or any joint venture in which the Company has an interest directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Property or portion thereof, through any event which results in the Company or the joint venture, as applicable, receiving insurance proceeds or condemnation awards; (5) the Company directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other Real Estate Asset not previously described in this definition or any portion thereof. For purposes of the definition of a “Sale,” references to the Company shall include any Real Estate Operating Company that is acquired by the Company and operated as one of its subsidiaries. Notwithstanding anything to the contrary herein, the sale, grant, transfer or conveyance of any Real Estate-Related Security shall not be treated as a “Sale” hereunder.

“Real Estate Assets” means any and all investments in: (i) Properties; (ii) loans, or other evidence of indebtedness, secured, directly or indirectly, by interests in Real Property; or (iii) other Permitted Investments (including all rents, income profits and gains therefrom), in each case whether real, personal or otherwise, tangible or intangible, that are transferred or conveyed to, or owned or held by, or for the account of, the Company or any of its subsidiaries.

“Real Estate Manager” means any of Inland Diversified Real Estate Services LLC, Inland Diversified Asset Services LLC, Inland Diversified Leasing Services LLC and Inland Diversified Development Services LLC, each a Delaware limited liability company, or any of their successors or assigns, or entities owned or controlled by the Sponsor and engaged by the Company to manage a Property or Properties.

“Real Estate Operating Company” means: (i) any entity that has equity securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) any entity that files periodic reports under Sections 13 or 15(d) of the Exchange Act; or (iii) any other entity; provided, that in each case, the entity, either itself or through its subsidiaries:

(a) owns and operates interests in real estate on a going concern basis rather than as a conduit vehicle for investors to participate in the ownership of assets for a limited period of time;

(b) has a policy or purpose of, or the authority for, reinvesting sale, financing or refinancing proceeds or cash from operations;

(c) has its own directors, managers or managing general partners, as applicable; and

(d) either (1) has its own officers and employees that, on a daily basis, actively operate the entity and its subsidiaries and businesses, or (2) has retained the services of an Affiliate or sponsor of, or advisor to, the entity to, on a daily basis, actively operate the entity and its subsidiaries and businesses.

Notwithstanding the above, for these purposes, any joint venture or other partnership the Company may form with a third party, in which the Company is a member, equity holder or partner (whether the entity is consolidated or unconsolidated on the Company's financial statements) will not constitute a Real Estate Operating Company.

“Real Estate-Related Security” means the real estate-related securities investments, including investments in commercial mortgage-backed securities, owned by the Company, directly or indirectly through one or more of its subsidiaries, Affiliates or joint ventures, but excluding, for these purposes, ownership interests in a joint venture.

“Real Property” means land, rights or interests in land (including, but not limited to, leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on, or used in connection with, land and rights or interest in land.

“REIT” means a real estate investment trust as defined in Sections 856 through 860 of the Code.

“Shares” means the shares of common stock, par value $.001 per share, of the Company, and “Share” means one of those Shares.

“Stockholders” means holders of shares of Equity Stock.

“Total Operating Expenses” means the aggregate expenses of every character paid or incurred by the Company as determined under GAAP, including the Management Fee and other fees payable hereunder, but excluding:

(a)    the expenses of raising capital such as Offering Expenses, Organization Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and listing of any shares of the Equity Stock;

(b)    property expenses incurred on an individual Property level;    

(c)    interest payments;

(d)    taxes;

(e)    non-cash charges such as depreciation, amortization and bad debt reserves;

(f)    any Incentive Fee; and

(g)    Acquisition Expenses, real estate commissions on resale of property and other expenses connected with acquiring, disposing and owning real estate interests, mortgage loans, or other property (such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair and property improvements).

2.Duties of the Business Manager. The Business Manager shall consult with the Company and furnish advice and recommendations with respect to all aspects of the business and affairs of the Company. The Business Manager shall inform the Board of Directors of factors that come to the Business Manager's attention that may, in its opinion, influence the policies of the Company. Subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of Incorporation, the Business Manager shall use commercially reasonable efforts to:

(i)locating, analyzing and selecting potential investments in Real Estate Assets;

(ii)structuring and negotiating the terms and conditions of acquisition and disposition transactions;

(iii)arranging for financing and refinancing and making other changes in the asset or capital structure of the Company and disposing of and reinvesting the proceeds from the sale of, or otherwise deal with the investments in, Real Estate Assets; and

(iv)overseeing leases and service contracts, on the Company's behalf, for Real Estate Assets.

 

3.No Partnership or Joint Venture. The Company and the Business Manager are not, and shall not be deemed to be, partners or joint venturers with each other.

4.REIT Qualifications. Notwithstanding any other provision of this Agreement to the contrary, the Business Manager shall refrain from taking any action that, in its reasonable judgment or in any judgment of the Board of Directors of which the Business Manager has written notice, would adversely affect the qualification of the Company as a REIT under the Code or that would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or its securities, or that would otherwise not be permitted by the Articles of Incorporation. If any such action is ordered by the Board of Directors, the Business Manager shall promptly notify the Board of Directors that, in the Business Manager's judgment, the action would adversely affect the Company's status as a REIT or violate a law, rule or regulation or the Articles of Incorporation

and shall refrain from taking such action pending further clarification or instruction from the Board of Directors.

5.Bank Accounts. At the direction of the Board of Directors or the officers of the Company, the Business Manager shall establish and maintain bank accounts in the name of the Company, and shall collect and deposit into and disburse from such accounts moneys on behalf of the Company, upon such terms and conditions as the Board of Directors may approve, provided that no funds in any such account shall be commingled with funds of the Business Manager. The Business Manager shall, from time to time, as the Board of Directors or the officers of the Company may require, render appropriate accountings of such collections, deposits and disbursements to the Board of Directors and to the Company's auditors.

6.Fidelity Bond. The Business Manager shall not be required to obtain or maintain a fidelity bond in connection with performing its services hereunder.

7.Information Furnished to the Business Manager. The Board of Directors will keep the Business Manager informed in writing concerning the investment and financing policies of the Company. The Board of Directors shall notify the Business Manager promptly in writing of the Board of Director's intention to make any investments or to sell or dispose of any existing investments.

8.Compensation. Subject to the provisions of Section 13 hereof, and in addition to any compensation for additional services that may be paid pursuant to Section 10 hereof, for services rendered hereunder the Company shall pay to the Business Manager the following:

Fee for that prior calendar quarter. In the event that clause (i), (ii) or (iii) of this Section 8(a) is satisfied, the Business Manager may decide, in its sole discretion, to be paid an amount less than the total amount that may be paid. If the Business Manager decides to accept less in any particular quarter, the excess amount that is not paid may, in the Business Manager's sole discretion, be waived permanently or accrued, without interest, to be paid at a later point in time. Except as provided by Section 18 hereof, the obligation to pay this fee will terminate upon the closing of a Business Combination (as defined in Section 11).

or their respective Affiliates in providing certain services and licenses hereunder, including all expenses and the costs of salaries and benefits of persons employed by the Business Manager, the Sponsor and their respective Affiliates and performing services for the Company, except for the salaries and benefits of persons who also serve as one of the Company's executive officers or as an executive officer of the Business Manager or its Affiliates. For purposes of this Section 9(a), secretary shall not be considered an “executive officer.”

(i)[Reserved];

(ii)expenses, including, Acquisition Expenses incurred in connection with selecting, acquiring and disposing of Real Estate Assets;

(iii)the actual cost of goods and services purchased for and used by the Company and obtained from entities not affiliated with the Business Manager;

(iv)interest and other costs for borrowed money, including points and other similar fees;

(v)taxes and assessments on income or attributed to Real Property;

(vi)premiums and other associated fees for insurance policies including director and officer liability insurance;

(vii)expenses of managing and operating Real Estate Assets owned by the Company, whether payable to an Affiliate of the Company or a non-affiliated Person;

(viii)fees and expenses paid to members of the Board of Directors and the fees and costs of any meetings of the Board of Directors or Stockholders;

(ix)expenses associated with listing or with issuing Shares and securities, including advertising expenses, taxes, legal and accounting fees, listing and registration fees;

(x)expenses associated with dividends or distributions paid in cash or otherwise made or caused to be made by the Company to Stockholders;

(xi)expenses of filing, revising, amending, converting or modifying the Articles of Incorporation or the bylaws;

(xii)expenses associated with Stockholder communications including the cost of preparing, printing and mailing annual reports, proxy statements and other reports required by governmental entities;

(xiii)administrative service expenses charged to, or for the benefit of, the Company by non-affiliated third parties;

(xiv)audit, accounting and legal fees charged to, or for the benefit of, the Company by non-affiliated third parties;

(xv)transfer agent and registrar's fees and charges;

(xvi)expenses relating to any offices or office facilities maintained solely for the benefit of the Company that are separate and distinct from the Company's executive offices;

(xvii)payments made to Affiliates of the Sponsor for the services and licenses provided for the benefit of the Company; and

(xviii)expenses incurred in connection with any Liquidity Event or qualifying business combination.

(i)In the case of employees of the Sponsor who also provide services for other entities sponsored by, or affiliated with, the Sponsor, the Company shall reimburse only a pro rata portion of the salary and benefits of these persons based on the amount of time spent by such persons on matters for the Company compared to the time spent by such persons on all other matters including the Company's matters.

(ii)In the case of services provided by the Affiliates of the Sponsor, and unless otherwise agreed to in writing by the Company or the Business Manager, the Company shall be responsible for the payment of the charges billed by such Affiliates for work done for the benefit of the Company. Such charges shall be based upon: (A) such Affiliate's “hourly billing rate” of its employees, (B) fixed amounts or (C) a combination of the “hourly billing rate” and fixed amounts, all as set forth in the respective Affiliate ancillary agreements between the Business Manager or the Company and the Affiliate. The “hourly billing rate” for employees of Affiliates of the Sponsor shall be based on the budgeted salaries, benefits, overhead and operating expenses of such Affiliates. In the event that an Affiliate of the Sponsor providing services for the benefit of the Company has revenues for any one Fiscal Year that

exceed its expenses for that year, such Affiliate shall rebate the excess on a pro rata basis to its clients based on the revenues attributable to such client.

10.Compensation for Additional Services, Certain Limitations.

(i)the goods or services must be necessary to the prudent operation of the Company; and

(ii)if at least ninety-five percent (95%) of gross revenues attributable to the business of rendering such services or selling or leasing such goods are derived from Persons other than Affiliates of the Business Manager, the compensation, price or fee charged by an unaffiliated Person who is rendering comparable services or selling or leasing comparable goods must be on competitive terms in the same geographic location. Extraordinary circumstances shall be presumed to exist only when there is an emergency situation requiring immediate action by the Business Manager or its Affiliates and the goods or services are not immediately available from unaffiliated parties. Services that may be performed in extraordinary circumstances include emergency maintenance of Real Estate Assets, janitorial and other related services due to strikes or lockouts, emergency tenant evictions and repair services that require immediate action, as well as operating and releasing Properties with respect to which the leases are in default or have been terminated.

11.Business Combination. If, pursuant to the direction of the Board of Directors, the Company acquires the Business Manager and any Real Estate Managers, whether structured as an asset purchase, merger, consolidation or otherwise (a “Business Combination”), the aggregate purchase price to be paid by the Company to acquire the Business Manager and the Real Estate Managers shall not exceed the Purchase Price Limit and the purchase price shall be paid in the form of Shares rather than cash; provided, however, the Purchase Price Limit shall only apply if the Business Combination is consummated in anticipation of either a Liquidity Event or a Real Estate Asset Sale. For purposes of this Section 11, a Business Combination will be deemed to be in anticipation of either a Liquidity Event or a Real Estate Asset Sale if a definitive agreement or agreements to effectuate the Business Combination is or are entered into prior to closing the applicable Liquidity Event (except a Listing) or Real Estate Asset Sale or in the case of a Listing, after the filing of a Form 8-A (or any successor form) to register the Shares or the shares of common stock of any of the Company's subsidiaries.

For purposes of calculating the aggregate purchase price, any costs or expenses of the transaction(s) that the Company may agree to pay or reimburse for either: (1) costs and expenses the Business Manager or Real Estate Managers have incurred on the Company's behalf; or (2) costs and expenses the Business Manager or Real Estate Managers incur directly in connection with the transaction(s), and any fees or costs of the transaction or transactions, shall be excluded. Any Business Combination shall be subject to the negotiation and execution of definitive agreements acceptable to both parties.

12.Statements. The Business Manager shall furnish to the Company, not later than the tenth (10th) day following the end of each calendar quarter, beginning with the second calendar quarter of the term of this Agreement, a statement computing any Management Fee or Incentive Fee payable hereunder. The Business Manager shall also furnish to the Company, not later than the thirtieth (30th) day following the end of each Fiscal Year, a statement computing the fees payable to the Business Manager, the Sponsor or their respective Affiliates for the just completed Fiscal Year; provided that any compensation payable hereunder shall be subject to adjustments in accordance with, and upon completion of, the annual audit of the Company's financial statements.

13.Reimbursement by Business Manager. The Business Manager shall be obligated to reimburse the Company on or before the fifteenth (15th) day after the completion of the annual audit of the Company's financial statements for each Fiscal Year, for the amounts, if any, by which the Total Operating Expenses (including the Management Fee and other fees payable hereunder) of the Company for the Fiscal Year just ended exceeded the greater of:

(i)two percent (2%) of the total of the Average Invested Assets for the just ended Fiscal Year; or

(ii)twenty-five percent (25%) of the Net Income for the just ended Fiscal Year;

provided, however, that the Business Manager may satisfy any obligation under this Section 13(a) by reducing the amount to be paid the Business Manager under Section 8 or Section 10 hereunder until the Business Manager has satisfied its obligations under this Section 13(a); provided, further, that the Board of Directors, including a majority of the Independent Directors of the Company, may reduce the amount due under this Section 13(a) upon a finding that the increased expenses were caused by unusual or nonrecurring factors.

14.Other Activities of the Business Manager. Nothing contained herein shall prevent the Business Manager or an Affiliate of the Business Manager from engaging in any other business or activity including rendering services or advising on real estate investment opportunities to any other Person or entity. Directors, officers, employees and agents of the Business Manager or of Affiliates of the Business Manager may serve as directors, trustees, officers, employees or agents of the Company, but shall receive no compensation (other than reimbursement for expenses) from the Company for this service.

15.Term; Termination of Agreement.

between the Company and the Business Manager.

16.Assignments. The Business Manager may not assign this Agreement except to a successor organization that acquires substantially all of its property and carries on the affairs of the Business Manager; provided that following the assignment, the persons who controlled the operations of the Business Manager immediately prior thereto, control the operations of the successor organization, including the performance of duties under this Agreement; however, if at any time subsequent to the assignment these persons cease to control the operations of the successor organization, the Company may thereupon terminate this Agreement. This Agreement shall not be assignable by the Company without the consent of the Business Manager. Any assignment of this Agreement shall bind the assignee hereunder in the same manner as the assignor is bound hereunder.

17.Default, Bankruptcy, etc. At the sole option of the Company, this Agreement shall be terminated immediately upon written notice of termination from the Board of Directors to the Business Manager if any of the following events occurs:

The Business Manager agrees that if any of the events specified in subsections (b) and (c) of this Section 17 occur, it will give written notice thereof to the Company within seven (7) days after the occurrence of such event.

18.Action Upon Termination; Survival of Certain Provisions. Except as otherwise set forth herein, upon termination of this Agreement, the parties shall have no further liability or obligation hereunder, provided this Section 18 shall survive termination of this Agreement. The Business Manager shall not be entitled to compensation after the date of termination, but shall be paid all compensation accruing or accrued to the date of termination, or which the Business Manager has deferred and then elects to be paid at the time of termination; provided, that with respect to any Management Fee payable under Section 8(a) of this Agreement for the calendar quarter in which the termination occurred, the Business Manager shall be paid on a pro rata basis through the date of termination, based on the number of days for which the Business Manager served as such during the applicable quarter under this Agreement. In addition, in the event this Agreement terminates pursuant to Section 15(c) in connection with a Business Combination between the Company, the Business Manager and the Real Estate Managers that closes after the completion of a Real Estate Asset Sale or Liquidity Event, the Business Manager, or its successor or designee, shall be entitled to any Incentive Fee or Liquidity Event Fee, as applicable, in connection with such Real Estate Asset Sale or Liquidity Event, including any such fee that requires determining Market Value at a point after the closing of the Business Combination.

Upon termination of this Agreement, the Business Manager shall:

19.Non-Solicitation. During the period commencing on the date on which this Agreement is entered into and ending one year following the termination of this Agreement, the Company shall not, without the Business Manager's prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of the Business Manager or its Affiliates; or (ii) offer to hire, on behalf of the Company or any other person, firm, corporation or other business organization, any person who has left the employment of the Business Manager or its Affiliates, within the one year period following the termination of that person's employment the Business Manager or its Affiliates; provided, however, that this Section 19 shall not prohibit: (x) solicitations directed to the general public, which are not directed to specific individuals or employees of the Business Manager or its Affiliates; (y) solicitations of persons whose employment was terminated by the Business Manager or its Affiliates within six months of the date this Agreement

is terminated; or (z) solicitations of persons who have terminated their employment with the Business Manager or its Affiliates without any prior solicitation by the Company or any subsidiary thereof. During the period commencing on the date hereof through and ending one year following the termination of this Agreement, the Company shall not, whether for its own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the relationship of the Business Manager with, or endeavor to entice away from the Business Manager, any person who during the term of the Agreement is, or during the preceding one-year period, was a client of the Business Manager.

20.Tradename and Marks. Concurrent with executing this Agreement, the Company will enter into a license agreement granting the Company the right, subject to the terms and conditions of license agreement, to use the “Inland” name and marks.

21.Amendments. This Agreement shall not be amended, changed, modified, terminated or discharged in whole or in part except by an instrument in writing signed by both parties hereto, or their respective successors or assigns, or otherwise provided herein.

22.Successors and Assigns. This Agreement shall inure to the benefit of, and shall bind, any successors or assigns of the parties hereto.

23.Governing Law. The provisions of this Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of Illinois without regard to its conflicts of law principles.

24.Liability and Indemnification.

(a)The Company shall indemnify the Business Manager and its officers, directors, employees and agents (individually an “Indemnitee”, collectively the “Indemnitees”) to the same extent as the Company may indemnify its officers, directors, employees and agents under its Articles of Incorporation and bylaws so long as:

(i)the Board of Directors has determined, in good faith, that the course of conduct that caused the loss, liability or expense was in the best interests of the Company;

(ii)the Indemnitee was acting on behalf of, or performing services for, the Company;

(iii)the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and

(iv)any amounts payable to the Indemnitee are paid only out of the Company's net assets and not from any personal assets of any Stockholder.

(b)The Company shall not indemnify any Indemnitee for losses, liabilities or expenses arising from, or out of, an alleged violation of federal or state securities laws

(“Securities Claims”) by any Indemnitee seeking indemnity unless one or more of the following conditions are met:

(i)there has been a successful adjudication for the Indemnitee on the merits of each count involving alleged Securities Claims as to such Indemnitee;

(ii)the Securities Claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Indemnitee; or

(iii)a court of competent jurisdiction approves a settlement of the Securities Claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold with respect to the availability or propriety of indemnification for Securities Claims.

(c)The Company shall advance amounts to Indemnitees entitled to indemnification hereunder for legal and other expenses and costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:

(i)the legal action relates to acts or omissions with respect to the performance of duties or services by the Indemnitee for or on behalf of the Company;

(ii)the legal action is initiated by a third party and a court of competent jurisdiction specifically approves the advance; and

(iii)the Indemnitee receiving the advances undertakes to repay any monies advanced by the Company, together with the applicable legal rate of interest thereon, in any case(s) in which a court of competent jurisdiction finds that the party is not entitled to be indemnified.

25.Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered: (i) when delivered personally or by commercial messenger; (ii) one business day following deposit with a recognized overnight courier service, provided the deposit occurs prior to the deadline imposed by the overnight courier service for overnight delivery; (iii) when transmitted, if sent by facsimile copy, provided confirmation of receipt is received by sender and is sent by an additional method provided hereunder, in each case above provided the notice of communication is addressed to the intended recipient thereof as set forth below:

Any party may at any time give notice in writing to the other party of a change of its address for the purpose of this Section 24.

26.Conflicts of Interest and Fiduciary Relationship to the Company and to the Company's Stockholders. The Company and the Business Manager recognize that their relationship is subject to various conflicts of interest. The Business Manager, on behalf of itself and its Affiliates, acknowledges that the Business Manager and its Affiliates have a fiduciary relationship to the Company and to the Stockholders. The Business Manager, on behalf of itself and its Affiliates, shall endeavor to balance the interests of the Company with the interests of the Business Manager and its Affiliates in making any determination where a conflict of interest exists between the Company and the Business Manager or its Affiliates.

27.Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Third Amended and Restated Business Management Agreement, effective as of the date first above written.

The Business Manager shall enter into ancillary agreements with the Sponsor and its Affiliates to arrange for the services and licenses to be provided by the Business Manager under the Agreement, as summarized below.