FIRST AMENDED AND RESTATED EXPENSE SUPPORT AGREEMENT

This First Amended and Restated Expense Support Agreement (this “Agreement”) is made this 11th day of November, 2013, by and between RREEF Property Trust Inc., a Maryland corporation (the “Company”), and RREEF America L.L.C., a Delaware limited liability company (the “Advisor,” and together with the Company, the “Parties”).

Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Advisory Agreement, dated as of December 21, 2012, by and among the Company, Advisor, and RREEF Property Operating Partnership, LP, the Company’s operating partnership (the “Operating Partnership”), as amended (the “Advisory Agreement”).

 

WHEREAS, the Company intends to invest in a diversified portfolio of high quality, income-producing real estate properties and other real estate-related assets, primarily with the proceeds from its continuous public offering of shares of its common stock (the “Offering”);

 

WHEREAS, the Company, the Advisor and the Operating Partnership have entered into the Advisory Agreement, which, among other things, provides for the reimbursement by the Company to the Advisor for Organizational and Offering Expenses and other expenses incurred by the Advisor on behalf of the Company and the Operating Partnership;

WHEREAS, the Company and the Advisor previously entered into that certain Expense Support Agreement, dated May 29, 2013 (the “Original Agreement”), pursuant to which the Advisor may pay a portion of the Company’s Total Operating Expenses and Organizational and Offering Expenses during the Company’s early stages of operations; and

WHEREAS, the Company and the Advisor now desire to amend and restate the Original Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Parties hereto agree as follows:

The Advisor has incurred expenses, and may incur additional expenses, relating to the Company that are not required to be reimbursed according to the terms of Section 12(d) of the Advisory Agreement, including without limitation, certain Organizational and Offering Expenses and Operating Expenses. Any such expenses paid to third parties by the Advisor pursuant to the preceding sentence shall be referred to herein as an “Expense Payment.” Expense Payments by the Advisor will continue under this Agreement until the earlier of the date the Company receives $200 million in aggregate gross proceeds from the Offering or the date the aggregate Expense Payments by the Advisor under this Agreement (which, for the avoidance of doubt, includes the Original Agreement) exceed $5.1 million. The Advisor shall not make any Expense Payment that would adversely affect the Company’s ability to qualify and maintain its qualification as a REIT for federal tax purposes.

(a) Commencing with the earlier of (i) the calendar quarter beginning on January 1, 2015 or (ii) the calendar quarter in which the Company receives $200 million in aggregate gross proceeds from the Offering, within five business days after the end of such quarter and each calendar quarter thereafter, the Company shall pay to the Advisor an amount calculated pursuant to this Section 2 until the aggregate of all Expense Payments have been reimbursed by the Company. Any payment required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.” Notwithstanding the foregoing, the Company may, in its sole discretion, reimburse the

Advisor for all or any portion of the Expense Payments at any time in advance of the date that such reimbursements would otherwise be due pursuant to this Section 2.

(b) The amount of the Reimbursement Payment for any calendar quarter in which a Reimbursement Payment is required shall equal the lesser of (i) $250,000 and (ii) the aggregate amount of all Expense Payments made by the Advisor prior to the last day of such calendar quarter that have not been previously reimbursed by the Company to the Advisor; provided, however, that the amount of such Reimbursement Payment shall be reduced by an amount necessary to ensure that (x) such Reimbursement Payment, when taken together with the Company’s cumulative Total Operating Expenses for the four fiscal quarters ending with such calendar quarter, will not cause the Company to exceed the 2%/25% Guidelines or, if an excess over the 2%/25% Guidelines has been previously approved by the Company’s independent directors, such approved excess, and (y) the Company’s ability to qualify and maintain its qualification as a REIT for federal tax purposes is not adversely affected. In the event that a Reimbursement Payment is reduced pursuant to this Section 2(b), such Reimbursement Payment shall remain subject to reimbursement by the Company to the Advisor in a future quarter pursuant to this Section 2.

(c) The Reimbursement Payment for any calendar quarter shall be paid by the Company to the Advisor in cash.

(a) This Agreement shall become effective as of the date of this Agreement and shall continue until terminated pursuant to Section 3(b), 3(c) or 3(d) or by the mutual agreement of the Parties.

(b) This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon 30 days’ notice.

(c) This Agreement may be terminated by the Company at any time, without the payment of any penalty, upon 30 days’ notice.

(d) This Agreement shall automatically terminate in the event of (i) the termination by the Company of the Advisory Agreement for Cause or (ii) a determination by the Board to dissolve or liquidate the Company.

(e) In the event that this Agreement is terminated by the Advisor pursuant to Section 3(b) or automatically terminated pursuant to Section 3(d), the Company shall continue to make Reimbursement Payments to the Advisor pursuant to Section 2(b) for all Expense Payments which have not been previously reimbursed by the Company. In the event that this Agreement is terminated by the Company pursuant to Section 3(c), within 30 days after such termination, the Company shall reimburse the Advisor for all Expense Payments which have not been previously reimbursed by the Company. At the discretion of the Company, such reimbursement may be in the form of cash, a non-interest bearing promissory note with equal monthly principal payments over a term of no more than five years, or any combination thereof.

(f) Sections 3 and 4 of this Agreement shall survive any termination of this Agreement.

(a) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(b) This Agreement contains the entire agreement of the Parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the Parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. Nothing in this Agreement shall be deemed to require the Company to take any action contrary to the Company’s Articles of Amendment and Restatement or Bylaws, as each may be amended or restated,

or to relieve or deprive the board of directors of the Company of its responsibility for and control of the conduct of the affairs of the Company.

(c) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

(d) The Company shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the Advisor.

(e) This Agreement may be amended in writing by the mutual consent of the Parties. This Agreement may be executed by the Parties on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have caused this Expense Support Agreement to be executed by their duly authorized representatives as of the date first written above.