THIRD AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF IRC-IREX VENTURE II, L.L.C

THIS THIRD AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF IRC-IREX VENTURE II, L.L.C. (this “Amendment”) effective as of January 1, 2015 (the “Amendment Effective Date”), by and between INLAND EXCHANGE VENTURE, L.L.C. (f/k/a Inland Exchange Venture Corporation, a Delaware corporation), a Delaware limited liability company (“Venture Corp.”), and INLAND PRIVATE CAPITAL CORPORATION (f/k/a Inland Real Estate Exchange Corporation and referenced in the text of this amendment as “IREX”), a Delaware corporation (“IPCC”).

A.Venture Corp. and IPCC are members of IRC-IREX Venture II, L.L.C. (the “Company”), which is governed under the terms of that certain Limited Liability Company Agreement of IRC-IREX Venture II, L.L.C. dated as of May 7, 2009, as amended by that certain First Amendment to the Limited Liability Company Agreement of IRC-IREX Venture II, L.L.C. dated January 1, 2011 and that certain Second Amendment to the Limited Liability Company Agreement of IRC-IREX Venture II, L.L.C. dated December 31, 2012 (collectively, the “Operating Agreement”).

B.Venture Corp. and IPCC desire to amend various sections of and Exhibits to the Operating Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Incorporation of Recitals. The Recitals set forth above are incorporated herein by reference. Terms not otherwise defined in this Amendment shall have the meanings set forth in the Operating Agreement.

A.The definition of “Recommendation Period” is hereby amended by deleting the words, “December 31, 2014” and in lieu thereof inserting the words, “December 31, 2016”.

B.The dates, “December 31, 2009”, “June 30, 2010”, “January 1, 2010” and “June 30, 2011” appearing in Section 4.3 are hereby deleted and in lieu thereof, the following words are inserted, respectively, “December 31, 2015”, “June 30, 2016”, “January 1, 2016” and “June 30, 2017”.

C.A new definition is added to Article I of the Operating Agreement as follows:

“Change of Control” shall mean the occurrence of any one or more of the following:

(a)the occurrence after the date hereof of any of: (i) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial ownership of capital stock of IRC, by contract or otherwise) of in excess of 25% of the voting securities of IRC; (ii) IRC merges into or consolidates with any other Person, or any Person merges into or consolidates with IRC, and, after giving effect to such transaction, the stockholders of IRC immediately prior to such transaction own less than 75% of the aggregate voting power of IRC or the successor entity of such transaction; (iii) IRC sells or transfers all or substantially all of its assets

to another Person and the stockholders of IRC immediately prior to such transaction own less than 75% of the aggregate voting power of the acquiring entity immediately after the transaction; or (iv) a replacement at one time or within a three-year period of more than one-half of the members of the IRC’s board of directors which is not approved by a majority of those individuals who are members of IRC’s board of directors on the date hereof (or by those individuals who are serving as members of IRC’s board of directors on any date whose nomination to IRC’s board of directors was approved by a majority of the members of IRC’s board of directors who are members on the date hereof); provided, however, that any transaction or series of transactions, as applicable, that would otherwise qualify under any one or more of categories (i) through (iv) above shall not constitute a Change of Control so long as the entity in control following the transaction is one of the following: (A) any Affiliate controlled by IRC; (B) The Inland Group, Inc. (“TIGI”); or (C) any Affiliate of TIGI; or

(b)a vote by the holders of the requisite number of outstanding shares of IRC under IRC’s charter, bylaws and applicable state law of any plan or proposal for the liquidation or dissolution of IRC.”

D.Section 4.5 is deleted in its entirety and in lieu thereof the following is inserted:

“4.5 Asset Management, Property Management and Dealer Manager Agreements.

(a)Prior to the acquisition of any Target Property, IREX shall cause each Venture Sub shall enter into an Asset Management Agreement with its Venture Sub Manager using an agreement in form and substance as attached hereto as Exhibit C (each, an “Asset Management Agreement”). Each Asset Management Agreement shall provide for an annual fee ranging from 0.25 percent to 0.75 percent of the purchase price of the Target Property, as determined by the Syndication Proposal (the “Management Fee”) to be paid by the Venture Sub to the Venture Sub Manager on a monthly basis. IREX shall cause each Venture Sub Manager to remit each monthly payment of the Management Fee to the Company, and the Company shall distribute the Management Fee to each Member as follows: (i) one-third of the Management Fee shall be distributed to Venture Corp.; and (ii) two-thirds of the Management Fee shall be distributed to IREX; provided; however, in the event of a Co-Equity Advance, the Management Fee paid to Venture Corp. shall be reduced by the product of the IREX percentage interest in the Co-Equity Syndication (e.g. the percentage sum of the IREX Co-Equity Advance plus all Co-Additional Equity Advances) multiplied by the Management Fee paid to Venture Corp., and such product shall be paid to IREX. Notwithstanding anything to the contrary herein, and with respect only to any Asset Management Agreement entered into after the Amendment Effective Date (each, an “Affected Asset Management Agreement”), if IRC experiences a Change of Control, each Venture Sub Manager that is party to an Affected Asset Management Agreement shall retain the full amount of each monthly payment of the Management Fee and Venture Corp. shall no longer be entitled to any payment of any Management Fee pursuant to such Affected Asset Management Agreement; provided, however, that with respect to any Management Fee payable pursuant to an Affected Asset Management Agreement for the calendar month in which the Change of Control occurred, IREX shall cause each Venture Sub Manager to remit a portion of such Management Fee to the Company on a pro rata basis through the date of the Change

of Control, and the Company shall distribute such Management Fee to each Member in accordance with this Section 4.5(a).

(b)Prior to the acquisition of any Target Property, each Venture Sub shall enter into a Property Management Agreement with ICPM using an agreement in form and substance as attached hereto as Exhibit D (each, a “Property Management Agreement”). Each Property Management Agreement shall provide for, among other things, a property management fee of 3.9 percent on multi-tenant Target Properties and 1.9 percent on single tenant Target Properties, based on collected gross income from the Target Property tenants. In addition, ICPM may charge a 15 percent administrative fee in the event that a single tenant Target Property lease requires the landlord to provide common area maintenance. Notwithstanding anything to the contrary herein, if IRC experiences a Change of Control: (i) with respect only to any Property Management Agreement entered into after the Amendment Effective Date but prior to the date of such Change of Control (each, an “Affected Property Management Agreement”), IREX shall have the right to cause any Venture Sub that is party to an Affected Property Management Agreement to terminate such Affected Property Management Agreement by providing not less than thirty (30) days’ prior written notice to ICPM; and (ii) with respect to any Target Property acquired on or after the date of such Change of Control, the requirement that each Venture Sub enter into a Property Management Agreement with ICPM shall no longer be in effect.

(c)After the acquisition of a Target Property and preparation of the proposed Private Placement Memorandum, the Venture Sub shall submit the proposed Private Placement Memorandum to Inland Securities Corporation, a Delaware corporation, for its review and comments. Upon Inland Securities Corporation’s approval of the proposed Private Placement Memorandum, the Venture Sub shall enter into a Placement Agent Agreement with Inland Securities Corporation for the applicable 1031 Program in the form and substance of Exhibit E. If the Venture Sub and Inland Securities Corporation cannot agree on the terms of a 1031 Program for the Target Property by the Venture Sub, an Abandoned Syndication of the Target Property shall result.”

E.Section 4.6 is amended by adding the following to the end of the existing Section 4.6:

Notwithstanding anything to the contrary herein with respect only to any Target Property acquired after the Amendment Effective Date, if IRC experiences a Change of Control, Venture Corp. shall have the option to request that IREX pay Venture Corp. for the aggregate amount of any outstanding Equity Advances and outstanding Additional Equity Advances relating to such Target Property(ies). IREX shall make such payment to Venture Corp. in full within thirty (30) days of written notice from Venture Corp. exercising such option.

F.A new Section 14.13 is added to the Operating Agreement, as follows:

“4.13 Monthly Reports

. On or before the fifteenth calendar day of each month during the term of this Agreement (the “Report Notification Date”), IREX or its Affiliate shall deliver, in electronic format, templates of each of the Property Management Reports (as defined herein) to a representative of Venture Corp. Venture Corp. shall complete, or shall

cause ICPM to complete, each of the Property Management Reports for the preceding calendar month, and shall deliver, or cause ICPM to deliver, such completed Property Management Reports to IREX via electronic mail to ***@*** no later than five calendar days after the Report Notification Date; provided, however, that if the template of one or more of the Property Management Reports changes materially in any given month, Venture Corp. shall have an additional five calendar days to complete and deliver the Property Management Reports. As used herein, “Property Management Reports” means, with respect to all Target Properties managed by ICPM pursuant to Property Management Agreements: (a) a Building Ownership Report, in the form attached to this Amendment as Exhibit D; (b) a Tenant Ownership Report, in the form attached to this Amendment as Exhibit E; (c) a Renewal Report, in the form attached to this Amendment as Exhibit F; and (d) a Renewal and Expiration Report, in the form attached to this Amendment as Exhibit G.”

G.Exhibit C of the Operating Agreement is hereby deleted in its entirety and in lieu thereof Exhibit A attached to this Amendment is inserted.

H.Exhibit D of the Operating Agreement is hereby deleted in its entirety and in lieu thereof Exhibit B attached to this Amendment is inserted.

I.Exhibit E of the Operating Agreement is hereby deleted in its entirety and in lieu thereof Exhibit C attached to this Amendment is inserted.

3.In all other respects, the Operating Agreement (as amended by this Amendment) shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Limited Liability Company Agreement of IRC-IREX Venture II, L.L.C. as of the day and year first above written.

The undersigned (individually or collectively, as the context requires, “Joinder Party”) hereby acknowledges and agrees that it has read and reviewed the foregoing Third Amendment to the Limited Liability Company Agreement of IRC-IREX Venture II, L.L.C. (“Amendment”) effective as of January 1, 2015, by and between Inland Exchange Venture, L.L.C. (f/k/a Inland Exchange Venture Corporation, a Delaware corporation), a Delaware limited liability company (“IRC”), and Inland Private Capital Corporation (f/k/a Inland Real Estate Exchange Corporation), a Delaware corporation (“IPCC”) to which this Reaffirmation of Joinder Agreement has been attached. Capitalized terms used but not defined herein shall have the meanings set forth in the Limited Liability Company Agreement of IRC-IREX Venture II, L.L.C., dated as of May 7, 2009, by and between IRC and IPCC, as amended by that certain First Amendment to the Limited Liability Company Agreement of IRC-IREX Venture II, L.L.C., dated January 1, 2011 and that certain Second Amendment to the Limited Liability Company Agreement of IRC-IREX Venture II, L.L.C. dated December 31, 2012 (collectively, the “Operating Agreement”).

For ten dollars ($10.00) and other good and valuable consideration, the undersigned hereby confirms and ratifies that the Joinder to the Operating Agreement (“Joinder Agreement”), executed by the undersigned, remains in full force and effect notwithstanding the execution and delivery of the Amendment and agrees that all of the undersigned’s obligations under the Joinder Agreement shall remain in full force and effect, as may be specifically modified and amended by the Amendment.

The undersigned further acknowledges that this Reaffirmation of Joinder Agreement is given as a material inducement to IRC and IPCC to execute the Amendment.

    

IN WITNESS WHEREOF, the undersigned, by its duly authorized officer, has caused this Reaffirmation of Joinder Agreement to be duly executed and delivered as of the ____ day of ____________, 2015.

THIS ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of _______ __, 20__, is entered into by and between __________ DST, a Delaware statutory trust (the “Trust”), and __________ Exchange, L.L.C., a Delaware limited liability company (the “Manager”).

A.The Trust owns the property legally described on Exhibit A attached hereto and made a part hereof (the “Premises”).

B.    The Trust desires to avail itself of the experience, sources of information, advice, assistance and facilities available to the Manager and to have the Manager undertake the duties and responsibilities hereinafter set forth, as provided herein.

C.    The Manager is willing to undertake to render these services, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.    Term and Termination.

(a)    The term of this Agreement shall begin on _______ __, 20__ and end on _______ __, 20__ (the “Termination Date”). Unless terminated as provided in Section 1(b) below, the term shall thereafter automatically renew for successive one-year periods.

(b)    This Agreement may be terminated by either party, prior to the Termination Date or the expiration of any renewal term, for a default hereunder, provided that the non-defaulting party gives no less than sixty (60) days’ notice to the defaulting party of the default and the defaulting party fails to cure such default within a reasonable period of time thereafter; provided, however, that neither party may terminate the Agreement unless the following events have first occurred: (1) all requirements of any loan encumbering the Premises, as are applicable to the Manager, have been satisfied; and (2) in the event that Inland Private Capital Corporation (the “Sponsor”) or its affiliate (each, an “Inland Guarantor”) has executed any guaranties of such loan or indemnities in favor of any lender, the Trust has obtained and delivered to Inland Guarantor and to Manager a release from the lender (the “Release”) releasing the Inland Guarantor from all liability under such guaranties or indemnities, as applicable, from and after the Termination Date, which Release shall be in form and substance acceptable to each Inland Guarantor.

(c)    The parties hereby agree that in the event of a termination or threatened termination of this Agreement by the Trust without complying with the terms of Section 1(b) hereof requiring the Trust to obtain the Release in favor of Inland Guarantor, either of Manager or any Inland Guarantor may seek injunctive relief against the Trust to restrain such termination, the parties agreeing that the remedy at law for a breach of such covenant is not adequate.

2.    Management Duties. The Manager shall consult with the Trust and shall furnish advice and recommendations with respect to all aspects of the business and affairs of the Trust. The Manager shall inform the Trust of factors that come to the Manager’s attention that may, in its opinion, influence the policies of the Trust. The Manager shall use its commercially reasonable efforts to perform the services set forth below. If the Trust requests any services beyond those specified below, Manager may agree to provide the requested services upon terms mutually agreeable to Trust and Manager.

(a)managing the Trust’s day-to-day operations, consistent with the investment objectives of the Trust, including developing business plans that are consistent with the Trust’s objectives and will maximize the returns to the Trust;

(b)reviewing all performance and financial information related to the Premises on a periodic basis;

(c)reviewing the capital markets on an ongoing basis to take advantage of financing opportunities that will enhance the returns to the Trust (subject to the limitations set forth in the governing documents of the Trust or any successor thereto), and to perform underwriting analyses of the Premises;

(d)evaluating market conditions in the immediate area surrounding the Premises to determine the most beneficial time to market the Premises for sale prior to the maturity date of any loan;

(e)at the request of the Trust, appealing, or causing a third party to appeal, any assessed valuation for real estate taxes that exceeds the Manager’s, or the third party’s, opinion of assessed value of the Premises based on existing performance information and comparables, subject to reimbursement from the Trust of costs associated therewith;

(f)monitoring, or causing a third party to monitor, property and liability insurance premiums, as well as claims made against the Premises. In the event of a casualty loss, working with, or retaining a third party to work with, the insurance provider and lender, as applicable, on the final settlement;

(g)investigating and conducting relations with lenders, consultants, accountants, brokers, third party asset managers, attorneys, underwriters, appraisers, insurers, corporate fiduciaries, banks, builders and developers, sellers and buyers of investments and persons acting in any other capacity specified by the Trust from time to time, and entering into contracts in the Trust’s name with, and retaining and supervising services performed by, such parties in connection with the Premises;

(h)cooperating with any property managers in connection with property services and other activities relating to the Premises;

(i)providing loan payment services in connection with any loan encumbering the Premises, including paying all amounts due to the lender in accordance with the payment schedule established by the Trust, provided that all such payments shall be made on behalf of the Trust out of funds collected by the Trust;

(j)preparing financial reports for any lenders, as required or requested;

(k)managing the Premises’ reserve account, if any;

(l)providing bookkeeping and accounting services for the Premises;

(m)administering monthly cash distributions to the investors in the Trust, as applicable, in accordance with the governing documents of the Trust or any successor thereto;

(n)acting on behalf of the Trust to communicate with investors, brokers, dealers, financial advisors and custodians, whether by in person, written, electronic or telephonic means;

(o)providing the Trust with the information it will need to prepare its federal income tax return by no later than March 31 of each year following the reporting tax year;

(p)providing office space, equipment and personnel as required for the performance of the foregoing services as Manager, subject to reimbursement from the Trust of costs associated therewith;

(q)maintaining the Trust’s books and records;

(r)undertaking and performing all services or other activities necessary and proper to carry out the Trust’s investment objectives, including providing secretarial, clerical and administrative assistance for the Trust, in each case as subject to reimbursement from the Trust of costs associated therewith.

Notwithstanding the foregoing, in the event that any tenants or tenants of the Premises have the obligation, pursuant to its or their leases, to perform any or all of the aforementioned functions, the Manager shall not be required to perform the same functions during the time when the leases are in full force and effect.

3.    Advances. In no event shall Manager be required to advance its own money in payment of any indebtedness, taxes, assessments or premiums.

4.    Insurance. The Trust agrees and does hereby give Manager the exclusive authority to procure, or cause a third party to procure, and carry the necessary insurance policies for the Premises, naming the Trust, the Manager and any lender, as applicable, as insureds, which policies shall be adequate to protect their interests and in form, substance, and amounts reasonably determined by the Manager. The premiums for all such insurance shall be paid by the Manager from the gross income generated by the Premises as part of operational expenses, provided sufficient gross income is available. [DRAFTING NOTE: For a Zero Coupon program, replace this sentence with “The premiums for all such insurance shall be paid by the Manager from the Trust’s reserve account.”] All such insurance policies shall provide that Manager shall receive at least thirty (30) days’ written notice prior to cancellation of the policy.

5.    Compensation.

(a)The Trust agrees to pay Manager a monthly management fee for performing the services set forth in this Agreement in an amount equal to $__________, which fee shall be paid from the gross income generated by the Premises. [DRAFTING NOTE: For a Zero Coupon program, replace this sentence with “The Trust agrees to pay Manager a monthly management fee for performing the services set forth in this Agreement in an amount equal to $__________, which fee shall be paid from the Trust’s reserve account.”]

(b)[If the Premises is refinanced, the Trust shall pay Manager a fee equal to one percent (1%) of the new mortgage loan amount, plus reimbursement of any out-of-pocket expenses incurred by the Manager in connection with the financing, including but not limited to third party reports, legal fees, application fees, and mortgage brokerage fees to both non-affiliate and affiliate mortgage brokers.]

(c)[Upon the sale of the Premises, the Trust shall pay to Manager, or an affiliate thereof, a back-end sales commission in an amount not to exceed the lesser of (i) one-half of the real estate or brokerage commission that is reasonable, customary, and competitive for the sale of property comparable to the Premises in size, type and location; or (ii) one and one-half percent (1.5%) of the gross sales price of the Premises (the “Disposition Fee”); provided, however, in no event shall the sum of the Disposition Fee and any commissions paid to unaffiliated third parties in connection with the sale of the Premises exceed the lesser of: (x) the real estate or brokerage commission that is reasonable, customary, and competitive for the sale of property comparable to the Premises in size,

type and location; or (y) an amount equal to three percent (3%) of the gross sales price of the Premises.]

(d)Manager may decide, in its sole discretion, to be paid an amount less than the total amounts to which it is entitled with respect to any fee described in this Section 5, and the excess amount that is not paid may, in the Manager’s sole discretion, be waived permanently or, as applicable, deferred or accrued, without interest, to be paid at a later point in time.

6.    Reimbursement. In addition to the compensation paid to the Manager pursuant to Section 5 hereof, and subject to the limits herein, the Trust shall reimburse the Manager for all expenses attributable to the Trust paid or incurred by the Manager in providing certain services hereunder, including the following:

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

(b)expenses of managing and operating the Premises, whether or not payable to an affiliate of the Trust;

(c)expenses associated with appealing, or causing a third party to appeal, any assessed valuation for real estate taxes;

(d)expenses associated with distributions paid or caused to be paid by the Trust to its investors;

(e)expenses associated with investor communications including the cost of preparing, printing and mailing any reports required by governmental entities;

(f)expenses associated with office space and equipment used by the Manager in carrying out services for the Trust;

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

(h)audit, accounting and legal fees charged to, or for the benefit of, the Trust by non-affiliated third parties.

7.    Indemnification.

(a)The Trust agrees to indemnify, defend, protect, save, and hold the Manager and each Inland Guarantor, and all of their respective members, shareholders, officers, directors, employees, agents, managers, successors and assigns (collectively, “Indemnified Parties”) harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, liabilities, awards, liens, fines, costs, attorney’s fees and expenses, of every kind and nature whatsoever (collectively, “Losses”) arising in connection with this Agreement; provided, however, that such indemnification shall not extend to any such Losses arising out of the willful misconduct, gross negligence or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Manager or any of the other Indemnified Parties. Manager shall not be liable for any error of judgment or for any mistake of fact or law undertaken or omitted in good faith, or for anything which it may do or refrain from doing, except in cases of willful misconduct, gross negligence or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction).

(b)The Trust hereby warrants and represents to Manager that to the best of Trust’s knowledge, neither the Premises, nor any part thereof, has previously been or is presently being used to treat, deposit, store, dispose of or place any hazardous substance, that may subject Manager to liability or claims under the Comprehensive Environmental Response, Compensation and Liability

Act of 1980 (42 U.S.C.A. Section 9607) or any constitutional provision, statute, ordinance, law, or regulation of any governmental body or of any order or ruling of any public authority or official thereof, having or claiming to have jurisdiction thereover. Further, the Trust agrees to indemnify, protect, defend, save and hold the Indemnified Parties harmless from any and all Losses involving, concerning or in any way related to any past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any party other than Manager of hazardous substances on the Premises.

8.    Additional Right to Terminate. In the event it is alleged or charged that any improvements on the Premises or any equipment therein or any act or failure to act by the Trust with respect to the Premises or the sale, rental, or other disposition thereof fails to comply with, or is in violation of, any of the requirements of any constitutional provision, statute, ordinance, law, or regulation of any governmental body or any order or ruling of any public authority or official thereof having or claiming to have jurisdiction thereover, and the Manager, in its sole and absolute discretion, considers that the action or position of the Trust, with respect thereto, may result in damage or liability to the Manager, the Manager shall have the right to terminate this Agreement at any time by written notice to the Trust of its election so to do, which termination shall be effective upon the service of such notice. Such termination shall not release the indemnities of the Trust set forth in this Agreement, including, but not limited to, those set forth in Section 7 and shall not terminate any liability or obligation of the Trust to the Manager for any payment, reimbursement, or other sum of money then due and payable to the Manager hereunder.

9.    Payment of Fees and Actions upon Termination. The Trust shall pay or reimburse the Manager for any sums of money due it under this Agreement for services and advances prior to termination of this Agreement. All provisions of this Agreement that require the Trust to have insured, or to protect, defend, save, hold and indemnify or to reimburse the Manager shall survive any expiration or termination of this Agreement and, if Manager is or becomes involved in any claim, proceeding or litigation by reason of having been the Manager for the Trust, such provisions shall apply as if this Agreement were still in effect.

Further, upon termination of this Agreement, the Manager shall cooperate with the Trust and take all reasonable steps requested by the Trust to assist it in making an orderly transition of the functions performed by the Manager. The parties understand and agree that the Manager may withhold funds for sixty (60) days after the end of the month in which this Agreement is terminated to pay bills previously incurred but not yet invoiced and to close accounts. Should the funds withheld be insufficient to meet the obligation of the Manager to pay bills previously incurred, the Trust shall advance sufficient funds to the Manager to ensure fulfillment of Manager’s obligation to do so within ten (10) days of receipt of notice and an itemization of such unpaid bills. Upon termination, the Trust shall specifically assume in writing all obligations under any third-party agreements entered into by the Manager pursuant to Section 2(g) on behalf of the Trust.

10.    Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered: (a) when delivered personally or by commercial messenger; (b) one (1) 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; or (c) when transmitted, if sent by facsimile copy, provided confirmation of receipt is received by sender and such notice is sent by an additional method provided hereunder; in each case above provided the notice or other communication is addressed to the intended recipient thereof as set forth below:

FOR OWNER:    

_____________________

a Delaware Statutory Trust

ATTN: Joseph Binder

2901 Butterfield Road            

Oak Brook, Illinois 60523            

Fax: #630 ###-###-####            

_____________________

a Delaware limited liability company

ATTN: Venton J. Carlston

2901 Butterfield Road            

Oak Brook, Illinois 60523            

Fax: #630 ###-###-####

11.    No Third Party Rights. Nothing contained herein shall be construed as creating any rights in third parties who are not the parties to this Agreement (other than in favor of any Inland Guarantor with respect to the Release of the Inland Guarantor as set forth in Section 1(b) hereof and the remedy set forth in Section 1(c) hereof), nor shall anything contained herein be construed to impose any liability upon Trust or Manager for the performance by the Trust or Manager under any other agreement they have entered into or may in the future enter into, without the express written consent of the other having been obtained.

12.    No Partnership or Joint Venture. Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture between the Trust and Manager or to cause either party to be responsible in any way for the debts or obligations of the other or any other party, it being the intention of the parties that the only relationship hereunder is that of Manager and principal.

13.    Interpretation; Governing Law. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under such law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement, its validity, performance and enforcement shall be construed in accordance with, and governed by, the laws of the State of Illinois.

14.    Entire Agreement. This Agreement contains the entire Agreement of the parties relating to the subject matter hereof, and there are no understandings, representations or undertakings by either party except as herein contained. This Agreement may be modified solely by a written agreement executed by both parties hereto.

15.    Assignment. The 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 Manager; provided that following

the assignment, the persons who controlled the operations of the Manager immediately prior thereto (the “Control Persons”), control the operations of the successor organization, including the performance of duties under this Agreement; provided, further, that if at any time subsequent to the assignment the Control Persons cease to control the operations of the successor organization, the Trust may thereupon terminate this Agreement.  This Agreement shall not be assignable by the Trust, by operation of law or otherwise, without the consent of the Manager.  Any permitted assignment of this Agreement shall bind the assignee hereunder in the same manner as the assignor is bound hereunder.

16.    Attorneys’ Fees. If any party hereto defaults under the terms or conditions of this Agreement, the defaulting party shall pay the non-defaulting party’s court costs and attorneys’ fees incurred in the enforcement of any provision of this Agreement.

17.    Waiver. The failure of either party to this Agreement to, in any one or more instances, insist upon the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any rights or privileges conferred in this Agreement, shall not be construed as thereafter waiving any such terms, covenants, conditions, rights or privileges, but the same shall continue in full force and effect as if no such forbearance or waiver had occurred.

18.    Ambiguities. This Agreement is deemed to have been drafted jointly by the parties, and any uncertainty or ambiguity shall not be construed for or against either party as an attribution of drafting to either party.

IN WITNESS WHEREOF, the parties hereto have affixed or caused to be affixed their respective signatures as of the date first above written.

_____________________, a Delaware statutory trust

By:     _____________________,

a Delaware limited liability company, its signatory trustee

By:     Inland Private Capital Corporation,

    a Delaware corporation, its sole member

                         

By:     __________________________

                        

Its: __________________________

    

_____________________, a Delaware limited liability company

a Delaware corporation, its sole member

By: _________________________

                

Its: _________________________

This Property Management Agreement (this “Agreement”), dated as of [__________] [__], 20[__] (the “Effective Date”), is entered into by and between [DST], a Delaware statutory trust (“Owner”), and Inland Commercial Property Management, Inc., a Delaware corporation (“Property Manager”).

A.    Owner desires to avail itself of the experience, sources of information, advice, assistance and facilities available to the Property Manager and to have the Property Manager provide property management services and undertake the duties and responsibilities hereinafter set forth, all as provided herein; and

B.    Property Manager is willing to undertake to render these services on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Exclusive Management. Owner hereby engages Property Manager exclusively, to perform the services described herein for the property legally described on Exhibit A attached hereto and made a part hereof (the “Premises”), upon the terms and conditions hereinafter set forth herein and Property Manager accepts such exclusive engagement.

2.Term and Termination.

a.Term. The term of this Agreement shall begin on the Effective Date and continue for one (1) year thereafter (the “Initial Term”). Unless terminated as provided in Section 2(b) below, the term shall thereafter automatically renew for successive one-year periods (each, a “Renewal Term”), with the first such one-year renewal period commencing on __________________, 20[__], and ending on _________________________, 20[__].

b.Termination.

i.Either party may terminate this Agreement if not less than sixty (60) days prior to the expiration of the Initial Term or the current Renewal Term, as applicable, it notifies the other party hereto in writing that it elects to terminate this Agreement, in which case this Agreement shall be terminated on the last day of the Initial Term or the current Renewal Term, as applicable.

ii.At the sole option of the Owner, this Agreement shall be terminated immediately upon written notice of termination from the Owner to the Property Manager if any of the following events occurs:

property or orders the winding up or liquidation of the Property Manager’s affairs; or

The Property Manager agrees that if any of the events specified in subsections (B) and (C) of this Section 2(b)(ii) occur, it will give written notice thereof to the Company within seven (7) days after the occurrence of any such event.

iii.This Agreement may be terminated at any time upon mutual consent of both parties.

iv.This Agreement may be terminated by Owner or Property Manager effective as of the date of sale of the Premises by Owner.

v.If at any time during the Initial Term or any Renewal Term, the Owner or Owner’s signatory trustee experiences an Owner Change of Control, as hereinafter defined, the Property Manager shall have the right to terminate this Agreement, without cause, upon not less than thirty (30) days prior written notice to the Owner. For purposes hereof, an “Owner Change of Control” shall mean any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Owner or its signatory trustee to any person or group of related persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended; provided, however, that any sale, lease, exchange or transfer to (including, without limitation, any merger or other business combination with or into) any of the following entities shall not constitute an Owner Change of Control so long as the entity with which such sale, lease, exchange or transfer occurs is receiving substantially the same services from the Property Manager provided to the Owner under this Agreement: (A) any entity controlled by an affiliate of the signatory trustee of the Owner, (B) any entity that is part of The Inland Real Estate Group of Companies, Inc. or (C) any affiliate controlled by any of the entities listed in clauses (A) or (B) above.

vi.If at any time during the Initial Term or any Renewal Term, Inland Real Estate Corporation, a Maryland corporation and an affiliate of the Property Manager (“IRC”), experiences an IRC Change of Control, as hereinafter defined, the Owner shall have the right to terminate this Agreement, without cause, upon not less than thirty (30) days prior written notice to the Property Manager. For purposes hereof, an “IRC Change of Control” shall mean: (A) the occurrence after the date hereof of any of: (I) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial ownership of capital stock of IRC, by contract or otherwise) of in excess of 25% of the voting securities of IRC; (II) IRC merges into or consolidates with any other person or entity, or any person or entity merges into or consolidates with IRC, and, after giving effect to such transaction, the stockholders of IRC immediately prior to such transaction own less than 75% of the aggregate voting power of IRC or the successor entity of such transaction; (III) IRC sells or transfers all or substantially all of its assets to another person or entity and the stockholders of IRC immediately prior to such transaction own less than 75% of the aggregate voting power of the acquiring entity immediately after the transaction; or (IV) a replacement at one time or

within a three-year period of more than one-half of the members of the IRC’s board of directors which is not approved by a majority of those individuals who are members of IRC’s board of directors on the date hereof (or by those individuals who are serving as members of IRC’s board of directors on any date whose nomination to IRC’s board of directors was approved by a majority of the members of IRC’s board of directors who are members on the date hereof); provided, however, that any transaction or series of transactions, as applicable, that would otherwise qualify under any one or more of categories (I) through (IV) above shall not constitute an IRC Change of Control so long as the entity in control following the transaction is one of the following: (x) any affiliate controlled by IRC; (y) The Inland Group, Inc. (“TIGI”); or (z) any affiliate of TIGI; or (B) a vote by the holders of the requisite number of outstanding shares of IRC under IRC’s charter, bylaws and applicable state law of any plan or proposal for the liquidation or dissolution of IRC

3.Property Manager Duties. Owner hereby gives Property Manager the exclusive authority and power, as agent for Owner, to provide the services listed in this Section 3 and elsewhere in this Agreement. Property Manager shall be entitled at all times to manage the Premises in accordance with Property Manager’s standard operating policies and procedures all in accordance with the budget approved by Owner, except to the extent that any specific provisions contained herein are to the contrary, in which case Property Manager shall manage the Premises consistent with the specific provisions of this Agreement.

a.Collection of Gross Income.

i.Property Manager shall collect all rents and assessments and other monies due Owner related to the Premises (all such items being referred to herein as “Gross Income”). Property Manager shall give Owner receipts therefor and, subject to any lock-box provisions set forth in the applicable loan documents, deposit all such Gross Income collected hereunder in Property Manager’s custodial account which Property Manager will open and maintain, in a state or national bank of Property Manager’s choice, exclusively for the Premises and any other properties owned by Owner (or any entity that is owned or controlled by the parent of Owner) and managed by Property Manager. Owner agrees that Property Manager shall be authorized to maintain a reasonable minimum balance (to be determined jointly from time to time) in the custodial account. Property Manager may endorse any and all checks received in connection with the operation of the Premises and drawn to the order of Owner and Owner upon request, shall furnish Property Manager’s depository with an appropriate authorization for Property Manager to make the endorsement.

ii.When applicable, Property Manager shall collect and bill for security deposits, assessments and other items, including but not limited to calculating, preparing and mailing all invoices for tenant payments for real estate taxes, property liability and other insurance, damages and repairs, common area maintenance, tax reduction fees and all other tenant reimbursements, administrative charges, proceeds of rental interruption insurance, parking fees, income from coin operated machines and other miscellaneous income as stipulated in the leases. At the request of Owner, Property Manager will administer, and create if necessary, a bill-back program for tenant utility consumption unless prohibited by local law.

b.Payment of Expenses. From the custodial account established for the Premises, Property Manager shall pay all expenses of Owner with respect to the Premises from the Gross Income collected in accordance with Section 3(a)(i) hereof. In the event that expenses paid pursuant to this Section 3(b) exceed Gross Income for any monthly period, Property Manager shall notify Owner of same. Owner shall pay the excess amount immediately upon request from Property Manager. Nothing herein contained shall obligate Property Manager to advance its own funds on behalf of Owner. It is understood that the Gross Income will be used first, to pay operational expenses, including compensation to the Property Manager in the form of the property management fee (as set forth in Section 6(a) hereof); and second, to pay any mortgage

indebtedness, including real estate tax and insurance impounds; provided however, such payments will only be made if sufficient Gross Income is available; provided, further, that nothing in this Agreement shall be interpreted in such a manner as to obligate the Property Manager to pay from Gross Income, any expenses incurred by Owner prior to the commencement of this Agreement, except to the extent the Owner advances additional funds to pay such expenses.

c.Annual Budgets. Property Manager shall prepare an annualized budget for the operation of the Premises and submit the same to Owner for approval (the “Annualized Budget”). Property Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; provided, however, Property Manager shall have no liability to Owner for failure to meet such Annualized Budget. The first Annualized Budget has been prepared and approved for the year commencing on the Effective Date and ending on December 31, 20[__]. Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Property Manager to Owner by November 1st of the year preceding the year for which it applies, and Owner shall notify Property Manager within thirty (30) days after receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Property Manager of the specifics of such disapproval within such thirty (30) day period and Property Manager shall make the necessary amendments to the Annualized Budget no later than December 20th. During the time Property Manager is preparing these amendments, Property Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Property Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.

d.Non-Budgeted Expenses. Property Manager shall secure the approval of, and execution of appropriate agreements by, Owner for any non-budgeted and non-emergency/contingency capital items, alterations or other expenditures in excess of $50,000, securing for each item at least three (3) written bids, if practicable, or providing evidence satisfactory to Owner that the agreed amount is lower than industry standard pricing, from responsible contractors. Property Manager shall have the right from time to time during the term hereof, to contract with and make purchases from its affiliates and third party agents; provided that contract rates and prices are competitive with other available sources. Property Manager, at any time, and from time to time, may request and receive the prior written authorization of Owner for any one or more purchases or other expenditures, notwithstanding that Property Manager may otherwise be authorized hereunder to make such purchases or expenditures.

e.Third-Party Agreements. Owner hereby appoints Property Manager as Owner’s authorized agent for the purpose of executing, as agent for Owner, any leases with tenants and agreements with third-parties necessary for operation of the Premises. For example, and not in limitation of the foregoing, Property Manager shall negotiate and enter into contracts for services and items in the Annualized Budget relating to the Premises.

f.Property Manager Employees. Property Manager shall hire, supervise, discharge and pay salary and benefit expenses for all employees of Property Manager determined necessary to perform Property Manager’s duties described in this Agreement including, but not limited to managers, assistant managers, leasing consultants, engineers, janitors and maintenance supervisors. All expenses of such employment, including but not limited to, wages, salaries, insurance, benefits, employment related taxes, overhead and other governmental charges, shall be subject to reimbursement by the Owner pursuant to Section 7 of this Agreement. The number and classification of employees serving the Premises shall be as determined by Property Manager to be appropriate for the proper operation of the Premises; provided that Owner may

request changes in the number or classification of employees, and Property Manager shall make all requested changes unless in its judgment the resulting level of operation or maintenance of the Premises will be inadequate. Property Manager shall honor any collective bargaining contract covering employment at the Premises which is in effect upon the date of execution of this Agreement; provided that Property Manager shall not assume or otherwise become a party to any collective bargaining contract for any purpose whatsoever and all personnel subject to a collective bargaining contract shall be considered the employees of the Owner and not Property Manager.

g.Insured Losses.

i.Property Manager shall be responsible for taking all steps necessary to file any claim for insured losses or damages; provided that Property Manager will not make any adjustments or settlements in excess of $50,000.00 without Owner’s prior written consent.

ii.Property Manager shall coordinate with the appropriate insurance company or companies, if applicable, to process claims.

iii.    Property Manager shall administer compliance of insurance provisions of tenant leases for all vendors and commercial tenants, including confirming insurance requirements for any special events at the Premises, and obtaining certificates of insurance.

iv.    At the request of Owner, Property Manager shall assist Owner’s insurance consultants with any necessary insurance matters.

v.    Property Manager shall attend Owner’s (as defined herein) meetings regarding loss control and claims.

h.Monthly Remittance. Property Manager shall remit to Owner the excess of Gross Income over expenses paid pursuant to Section 3(b) hereof (“Net Proceeds”) for each month as directed by Owner at the address as stated in Section 8 hereof.

i.Reporting. Property Manager shall render reports for the Premises. Such reports may include specific and detailed line item information for budget comparison, expense detail, payables and receivables information, leasing progress, marketing information, peer comparison and all other measurements of the key performance indications of the Premises.

j.Litigation. Property Manager shall institute and prosecute actions to evict tenants and to recover possession of the Premises or portions thereof, to sue for in the name of Owner of the Premises and recover rent and other sums due; and to settle, compromise and release such actions or suits, or reinstate such tenancies; provided, however, that Property Manager shall obtain Owner’s consent prior to instituting any such proceedings.

k.Replacements and Repairs. Pursuant to the Annual Budget and when applicable, Property Manager shall make or cause to be made all ordinary or emergency repairs and replacements necessary to preserve the Premises in its present condition, in all material respects, and for the operating efficiency thereof. Property Manager shall also perform all alterations required to comply with any lease requirements, work with municipalities to comply with any code or lender requirements, attend lender inspections and assist with the lender reserve requirement processes.

l.Leasing Services. At the request of Owner, Property Manager shall provide the following leasing services.

i.Property Manager shall perform leasing services for the Premises, including, but not limited to, hiring all third-party brokers, negotiating contracts with such brokers, tracking leasing progress on all assets and determining when to terminate and replace third-party brokers if necessary. Any commissions paid to third-party brokers shall be an expense of the Premises and charged to Owner.

ii.Property Manager shall establish a leasing committee, comprised of Property Manager employees and Owner’s signatory trustee, to oversee the leasing services rendered to Owner under this Agreement (the “Leasing Committee”). The Leasing Committee shall hold monthly meetings.

iii.Property Manager shall monitor current market conditions, meet with tenants, brokers and future prospects and visit competitive properties in the surrounding area. Property Manager shall report its findings at the Leasing Committee Meetings.

iv.From time to time, Property Manager shall attend conferences related to the asset class of the Premises, including, but not limited to, ICSC, BOMA, NAA, NMHC and NAIOP, as applicable.

v.Property Manager shall negotiate all letters of intent for new leases (when applicable) and administer existing leases, including, but not limited to, processing assignments, renewal agreements and lease amendments. Property Manager shall have the authority to execute, on behalf of, and as agent of Owner, all documents related to leasing the Premises, including, but not limited to: leases, assignments, amendments and memorandums of leases.

vi.On an annual basis, Property Manager shall evaluate leasing activity of Premises and identify potential re-developments or re-configurations, including, but not limited to, discussions with the Leasing Committee of all proposals that have been sent and targeted to tenants, interested and un-interested.

vii.On at least an annual basis, Property Manager shall visit the Premises to evaluate leasing activity, among other things.

viii.Property Manager shall track all leasing calls and inquiries.

ix.Property Manager shall prepare and maintain leasing reports as required by Owner which shall track performance of leasing activity.

x.Property Manager shall review tenant credit reports for new tenants and assignments and subleases. When applicable, such review may include, but not be limited to, preparing full financial packages of review of both corporate and individual financial investigations, net worth analysis, net present value calculations and any other financial measures requested by the Owner. Property Manager shall be entitled to charge tenants for credit check fees and lease assignment and sublet fees (if provided by applicable lease) and shall not be required to remit such fees to Owner but may retain such fees.

xi.If a proposed new lease for the Premises is outside the parameters set by the Annualized Budget, Property Manager shall complete analysis of credit and financials of the tenant under such proposed lease for the Leasing Committee’s review and approval at the Leasing Committee Meeting.

xii.If the Premises is a retail property, Property Manager shall review leases on an on-going basis for relocation clauses, co-tenancy clauses, exclusives and building restrictions to determine and avoid any conflicts. Property Manager shall also monitor tenant progress to make recommendations to Leasing Committee on renewal of tenants and proper tenant mix. Additionally,

Property Manager shall perform an on-going market review to determine market rates for leasing at Premises and make recommendations to Owner for changes in budgeted lease rates.

xiii.With respect to replacing tenants, Property Manager shall provide consultation regarding tenant mix (if the Premises has more than one tenant), market analysis, comparison information and site visits for leasing potential.

xiv.If the Premises is a retail property, Property Manager shall schedule and attend meetings on a regular basis with all major retailers for portfolio review and additional leasing opportunities. In preparation for such meetings, Property Manager shall perform a full analysis of tenant performance on a site by site basis for sales, profitability, expansions, space modifications and tenant merchandising assistance.

xv.Property Manager is prohibited from directing a tenant away from renewing a Premises lease, or a replacement tenant away from entering into a Premises lease, and toward leasing a property owned by an affiliate of Property Manager and located within a five-mile radius.

m.Operations.

i.Property Manager shall oversee capital expenditure execution and projection.

ii.At the request of Owner, Property Manager shall oversee construction management of all Owner obligated construction for new tenant build-outs and provide assistance with out-parcel development.

iii.As requested by Owner and if available for the Premises, Property Manager shall obtain and administer bulk purchasing and cost efficiency programs for utilities.

iv.Property Manager shall monitor the environmental needs of the Premises including, but not limited to, the administration of operation and maintenance programs. If applicable, Property Manager shall supervise any remediation projects.

v.Property Manager shall review and approve architectural plans for space and signage on the Premises.

vi.Property Manager shall create preventative maintenance programs for the Premises and oversee crisis management for flood, fire, and hurricanes, etc.

n.Marketing.

i.At the request of Owner, Property Manager shall create a marketing program for the Premises, including, but not limited to, preparing and maintaining a website.

ii.If the Premises is a retail property, at the request of Owner, Property Manager shall:

o.Real Estate Consultative Services.

i.At the request of Owner, Property Manager shall explore strategic alternatives for the Premises. In addition, Property Manager shall use a budget and forecasting tool, e.g., Cougar software, to assist in continuous review of Premises performance.

ii.If applicable, Property Manager shall attend meetings concerning the Premises at the request of Owner.

iii.At the request of Owner, Property Manager shall provide oversight and management of disposition of the Premises which may include (i) providing reconciliations and prorations of rents and other amounts in connection with the sale of the Premises and (ii) preparing and obtaining estoppels and subordination, non-disturbance and attornment agreements from tenants at the Premises.

iv.At the request of Owner, Property Manager shall perform additional tasks such as evaluating best use; taking calls for offers to purchase the Premises, determining potential out-parcel development, and reviewing additional GLA capabilities.

v.Property Manager shall assist Owner in analyzing the Premises for potential asset impairment issues.

vi.If applicable, Property Manager shall work with Owner on CAM payment best-practice compliance and review of business intelligence and information management systems.

p.Electronic Document Management. At the request of Owner, Property Manager shall organize all documents related to the Premises, including, but not limited to leases, contracts, invoices checks and receipts, in an electronic format with constant real time information for access by Owner.

q.Tenant Credit Monitoring. Where applicable, Property Manager shall:

i.Continuously monitor retailers of the Premises that are distressed, weak, or bankrupt and calculate Z-scores and Frisk scores for all distressed tenants (which evaluate a publicly-traded company’s credit and anticipates bankruptcy).

ii.Monitor gross sales of retail tenants.

iii.Perform tenant surveys to foster tenant retention and identify problems.

iv.Dedicate staff to pursue difficult collection accounts, monitor bankruptcies and resolve material disputes.

r.Post-Closing and New Building/Tenant Set-Up Duties. Property Manager shall coordinate any existing post-closing items including, but not limited to, the transfer of all utilities from the previous owner of the Premises, CAM reconciliations and prorations, if applicable, and bringing tenants into Owner’s software system. In addition, Property Manager shall send tenants welcoming letters which include the direction to pay all future rents to Property Manager, wiring instructions, a form W-9, notification from the previous owner about the sale, a letter of introduction to property management and lease assignment and related documents, as requested.

4.Tenant Responsibilities. Notwithstanding anything to the contrary herein, in the event that any tenant or tenants of the Premises have the obligation, pursuant to its or their leases, to perform any or all of the duties set forth in Section 3, Property Manager shall not be required to perform the same duties during the time when the leases are in full force and effect.

5.Property Manager’s Liability/Indemnification. Owner agrees to indemnify, defend, protect, save and hold the Property Manager and all of its shareholders, officers, directors, employees, agents, successors and assigns (collectively, “Indemnified Parties”) harmless from any and all liabilities, claims, causes of action, demands, suits, proceedings, losses, judgments, damages, awards, liens, fines, costs, attorney's fees and expenses, of every kind and nature whatsoever (collectively, “Losses”) in connection with or in any way related to the Premises and from liability for damage to the Premises and injuries to or death of any person whomsoever; provided, however, that such indemnification shall not extend to any such Losses arising out of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Property Manager or any of the other Indemnified Parties.

6.Compensation.

7.Reimbursement. In addition to the compensation paid to Property Manager pursuant to Section 6 hereof, and subject to the limits herein, Owner shall reimburse Property Manager for all expenses attributable to Owner paid or incurred by Property Manager in providing the services hereunder, including all expenses and the costs of salaries and benefits of persons employed by Property Manager or its affiliates and performing services for Owner, except for the salaries and benefits of persons who also serve as an executive officer of Property Manager; provided, that in the case of personnel who also provide services for other entities sponsored by, or affiliated with, Inland Private Capital Corporation, Owner 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 Owner compared to the time spent by such persons on all other matters including Owner’s matters; provided, further, that in the event that the lease for the Property is structured as a single-tenant “net” lease, Owner shall have no obligation to reimburse Property Manager for the costs of salaries and benefits of persons employed by Property Manager or its affiliates and performing services for Owner. Owner shall reimburse salaries and related salary expenses pursuant to this Section 7 irrespective of whether the services performed by the subject persons could have been performed directly for Owner by independent, non-affiliated third parties.

8.Sub-Management. Notwithstanding anything to the contrary contained in this Agreement, Owner acknowledges and agrees that any of the duties of Property Manager as contained herein may be delegated by Property Manager and performed by an affiliate of Property Manager or third-party agent (a “SubManager”) with whom Property Manager contracts in writing for the purpose of performing such duties. Owner specifically grants Property Manager the authority to enter into management agreements with any SubManager; provided that Owner shall have no liability or responsibility to any SubManager for the payment of the SubManager’s fee or for reimbursement to the SubManager of its expenses or to indemnify the SubManager in any manner for any matter; and provided further that Property Manager shall require such Sub-Manager, in the written agreement setting forth the duties and obligations of such SubManager, to indemnify Owner for all loss, liability, damage or claims incurred by Owner as a result of the delegation of duties by Property Manager to SubManager.

9.No Structural Alterations. Owner expressly withholds from Property Manager any power or authority to make any structural changes in any building or other improvements on the Premises or to make any other major alterations or additions in or to any such building or equipment therein, or to incur any expense chargeable to Owner, other than expenses related to exercising the express powers above vested in Property Manager, without the prior written direction of Owner, except that Property Manager shall make all emergency repairs as may be required to ensure the safety of persons or property or which are immediately necessary for the preservation and safety of the Premises or the safety of the tenants and occupants thereof or are required to avoid the suspension of any necessary services to the Premises.

10.Notice of Non-Compliance with Laws. Property Manager shall be responsible for notifying Owner in the event Property Manager receives a written notice that any building or other improvement on the Premises or any equipment therein does not comply with the requirements of any statute, ordinance, law or regulation of any governmental body or any order or ruling of any public authority or official thereof having or claiming to have jurisdiction thereover (collectively, “Governmental Requirements”). Property Manager shall promptly forward to Owner any material written complaints, warnings, notices or summonses received by the Property Manager relating to these matters. Owner represents to Property Manager that to Owner’s current actual knowledge the Premises, the structures thereon and all equipment servicing the

Premises and structures thereon are in current compliance with all Governmental Requirements. In connection with any inquiry by any public authority or official, Property Manager is authorized to disclose name and address of the Owner. In the event it is alleged or charged that any building or other improvement on the Premises or any equipment therein or any act or failure to act by Owner with respect to the Premises or the sale, rental, or other disposition thereof fails to comply with, or is in violation of any Governmental Requirements, and the Property Manager, in its sole and absolute discretion, considers that the action or position of Owner with respect thereto may result in damages, fines, prosecutions or other liabilities to the Property Manager, Property Manager shall have the right to terminate this Agreement at any time by written notice to Owner of Property Manager’s election to do so, which termination shall be effective upon delivery of the notice to Owner. Property Manager’s termination of this Agreement pursuant to this Section 10 shall not release the indemnities of Owner set forth in this Agreement and shall not terminate any liability or obligation of Owner to Property Manager for any payment, reimbursement, or other sum of money then due and payable to the Property Manager hereunder, which shall be paid by Owner to Property Manager forthwith or by Property Manager’s deduction thereof from Gross Proceeds.

a.The Property Manager shall not be entitled to compensation after the date of termination of this Agreement for further services hereunder, but shall be paid all compensation accruing to the date of termination. Upon termination of this Agreement, the Property Manager shall:

i.pay over to Owner all monies collected and held for the account of Owner pursuant to this Agreement, after deducting any accrued compensation, reserves for obligations in the Property Manager’s name and related to the Premises, incurred but not yet paid, and reimbursement for expenses to which the Property Manager is entitled;

ii.deliver to Owner a full accounting, including a statement showing all payments collected by the Property Manager and a statement of all money held by the Property Manager, covering the period following the date of the last accounting furnished to Owner;

iii.deliver to Owner all property and documents of Owner then in the custody of the Property Manager; and

iv.cooperate with Owner and take all reasonable steps requested by Owner to assist it in making an orderly transition of the functions performed by the Property Manager, whall shall include pursuing any uncollected rents for the Premises.

b.Upon termination, Owner shall specifically assume in writing all obligations under any third-party agreements entered into by Property Manager pursuant to Section 3(e) on behalf of Owner.

12.Survival. All provisions of this Agreement that require Owner to have insured, or to protect, defend, save, hold and indemnify Indemnified Parties or to compensate or reimburse Property Manager shall survive any expiration or termination of this Agreement and if Property Manager is or becomes involved in any claim, proceeding or litigation by reason of having been Property Manager of Owner, such provisions shall apply as if this Agreement were still in effect.

13.Insurance. Owner agrees that Property Manager shall be listed as an additional insured on all insurance policies related to the Premises. Owner hereby authorizes Property Manager to take all steps necessary to cause Property Manager to be named as an additional insured including, but not limited to, obtaining evidence of such additional insured status from Inland Risk and Insurance Management Services, Inc.

14.Notices. All notices, requests or demands to be given under this Agreement from one party to the other (collectively, “Notices” and individually a “Notice”) shall be in writing and shall be given by personal delivery, or by overnight courier service for next Business Day delivery at the other party’s address set forth below, or by telecopy transmission at the other party’s facsimile telephone number set forth below, or by electronic mail at the address set forth below. Notices given by personal delivery (i.e., by the sending party or a messenger) shall be deemed given on the date of delivery. Notices given by overnight courier service shall be deemed given upon deposit with the overnight courier service and Notices given by telecopy transmission shall be deemed given on the date of transmission provided such transmission is completed by 5:00 p.m. (sending party’s local time) on a Business Day, otherwise such delivery shall be deemed to occur on the next succeeding Business Day. If any party’s address is a business, receipt, or the refusal to accept delivery, by a receptionist or by any person in the employ of such party, shall be deemed actual receipt by the party of Notices. The term, Business Day, means any day other than Saturday, Sunday or any other day on which national banks are required or are authorized to be closed in Chicago, Illinois. Notices may be issued by an attorney for a party and in such case such Notices shall be deemed given by such party. The parties’ addresses are as follows

A party’s address for Notice may be changed from time to time by notice given to the other party in the manner herein provided for giving Notice.

a.Nothing contained herein shall be construed as creating any rights in persons or entities who are not the parties to this Agreement, nor shall anything contained herein be construed to impose any liability upon Owner or Property Manager for the performance by Owner or Property Manager under any other agreement they have entered into or may in the future enter into, without the express written consent of the other having been obtained. Property Manager and Owner shall not be construed as joint venturers or partners of each other pursuant to this Agreement, and neither shall have the power to bind or obligate the other except as set forth herein. In all respects, the status of Property Manager to Owner under this Agreement is that of an independent contractor.

b.Wherever possible, each provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, the provision shall be ineffective only to the extent of the prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Agreement. This Agreement, its validity, performance and enforcement shall be construed in accordance with, and governed by, the internal laws of the State of Illinois without regard to conflicts of law principles.

c.This Agreement may be assigned by either party upon

d.the prior written consent of (i) the non-assigning party and (ii) Owner’s lender, if applicable. If an assignment is permitted, then this Agreement shall be binding upon the assigns of Property Manager and the assigns of Owner. This Agreement shall be binding upon the successors of Property Manager and the successors of Owner. This Agreement contains the entire Agreement of the parties relating to the subject matter hereof, and there are no understandings, representations or undertakings by either party except as herein contained. This Agreement may be modified solely by a written agreement executed by both parties hereto.

e.If any party hereto defaults under the terms or conditions of this Agreement, the defaulting party shall pay the non-defaulting party’s court costs and reasonable attorneys’ fees incurred in the enforcement of any provision of this Agreement.

f.Either party’s failure to exercise any right under this Agreement shall neither constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, nor a waiver by that party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement.

g.All exhibits attached to this Agreement are hereby incorporated by reference.

WHEREFORE, the undersigned have executed this Agreement by their duly authorized officers or representatives as of the date first above written.

(a)incurred any material liabilities or obligations, direct or contingent, other than in the ordinary course of business; or

(b)entered into any material transaction not in the ordinary course of business and there has not been and will not be any material adverse change in the financial position or results of operations of the Seller.

(a)a selling commission, equal to 5.0% of the gross sale price for each Interest for which a sale is completed. The Placement Agent may reallow the full amount of this selling commission to Soliciting Dealers;

(b)a dealer fee, for coordinating the marketing of the Interests with any Soliciting Dealers as well as for non-itemized, non-invoiced due diligence efforts, equal to 1.25% of the gross sale price for each Interest for which a sale is completed. The Placement Agent may reallow the full amount of this dealer fee to Soliciting Dealers; and

(c)a fee for serving as the Placement Agent, equal to 1.65% the gross sale price for each Interest for which a sale is completed. The Placement Agent shall not reallow any portion of this fee.

The Seller shall pay to the Placement Agent all selling commissions and fees payable under this Agreement once the closing of the sale of the respective Interest has been completed and the proceeds therefrom are paid to the Seller. Selling commissions and fees payable under this Agreement with respect to any sale of Interests prior to the termination of this Agreement or other termination of the Offering shall remain payable by Seller as if such termination of this Agreement or the Offering had not occurred. Notwithstanding the foregoing, it is understood and agreed that no commission or fee will be payable with respect to any earnest money deposit or any particular Interests if the Seller, in its sole discretion, rejects a proposed purchaser’s Investment Documents.

Notwithstanding the foregoing, the Placement Agent may rely upon the results of an inquiry conducted by a Soliciting Dealer, provided that: (A) the Placement Agent has reasonable grounds to believe that such inquiry was conducted with due care; (B) the results of the inquiry were provided to the Placement Agent with the consent of the Soliciting Dealer conducting or directing the inquiry; and (C) the Soliciting Dealer that participated in the inquiry is not an affiliate of Seller.

By:                        

Suzanne L. Bond

Title: Senior Vice President and

Chief Compliance Officer

Date: ______________________________