Exhibit 10.1


 


FIRST AMENDMENT


TO


AMENDED AND RESTATED BUSINESS
MANAGEMENT AGREEMENT


THIS FIRST AMENDMENT
TO AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Amendment”), dated as of October 27, 2016, is entered
into by and among Inland Residential Properties Trust, Inc., a Maryland corporation
(the “Company”), Inland Residential Operating Partnership, L.P., a Delaware
limited partnership of which the Company is the sole general partner (the “Operating Partnership”), and Inland
Residential Business Manager & Advisor, Inc., an Illinois corporation (the “Business Manager”). Capitalized
terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Amended and Restated
Business Management Agreement, dated as of August 8, 2016 (the “Business Management Agreement”).


WITNESSETH:


WHEREAS, the Company,
the Operating Partnership and the Business Manager desire to amend the Business Management Agreement to eliminate the provision
of subordinated management performance interests issuable to the Business Manager by the Operating Partnership.


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


		1.	The definitions of “Class T Shares” and “Class M Unit” in Section 1 of
the Business Management Agreement are hereby deleted in their entirety.



		2.	Section 7(b) of the Business Management Agreement is hereby deleted in its entirety.



		3.	Section 16 of the Business Management Agreement is hereby deleted in its entirety and the following
new Section 16 is substituted in its place:



16. Action Upon Termination; Survival
of Certain Provisions. Except as otherwise set forth in this Agreement, upon termination of this Agreement, the parties shall
have no further liability or obligation hereunder, provided this Section 16 shall survive termination of this Agreement.
The Business Manager shall not be entitled to compensation under this Agreement 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 Business Management Fee payable under Section
7(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
under this Agreement.


 


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IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the date first above written.


	
        COMPANY:

         

        Inland Residential Properties
        Trust, Inc.
	 	
        BUSINESS MANAGER:

         

        Inland Residential Business
        Manager &

        Advisor, Inc.

	 	 	 	 	 	 
	By:	/s/ Mitchell A. Sabshon	 	By:	/s/ Roberta S. Matlin
	Name:	Mitchell A. Sabshon	 	Name:	Roberta S. Matlin
	Its:	Chief Executive Officer	 	Its:	Vice President
	 	 	 	 	 	 
	 	 	 	 	 	 
	
        OPERATING PARTNERSHIP:

         

        Inland Residential Operating
        Partnership, L.P.
	 	 	 
	 	 	 	 	 	 
	By:	Inland Residential Properties Trust, Inc.	 	 	 
	Its:	General Partner	 	 	 
	 	 	 	 	 	 
	 	By:	/s/ David Z. Lichterman	 	 	 
	 	Name:	David Z. Lichterman	 	 	 
	 	Its:	
        Vice President, Treasurer and

        Chief Accounting Officer
	 	 	 


 


 


 


Signature Page – First Amendment to Amended
and Restated Business Management Agreement