Exhibit 10.1


 


ADVISORY AGREEMENT


 


This ADVISORY AGREEMENT
(this “Agreement”) is entered into on this 29th day of May, 2014, by and between UNITED DEVELOPMENT FUNDING
IV, a Maryland real estate investment trust (the “Trust”), and UMTH GENERAL SERVICES, L.P., a Delaware limited
partnership (the “Advisor”).


 


WITNESSETH


 


WHEREAS, the
Trust has been formed to originate, acquire, hold, manage, administer and operate a portfolio of loans secured by real estate and
interests in entities that own real estate, as well as direct investments in real estate and other real estate-related assets;


 


WHEREAS, the
Trust has qualified as a real estate investment trust and invests its funds in investments permitted by the terms of the Trust’s
Declaration of Trust and Sections 856 through 860 of the Internal Revenue Code;


 


WHEREAS, the
Trust has applied to list its common shares of beneficial interest, par value $0.01 (the “Shares”), for trading
on the NASDAQ Global Select Market (the “NASDAQ”);


 


WHEREAS, the
Advisory Agreement, dated November 12, 2009, between the Trust and the Advisor, as amended by the First Amendment dated June 2,
2010 (the “Pre-Listing Advisory Agreement”) automatically terminates upon the approval of the Trust’s
application to list the Shares on the NASDAQ and the commencement of trading in the Shares on the NASDAQ (the “Listing”);


 


WHEREAS, the
Trust desires to continue to avail itself of the experience, sources of information, advice, assistance and certain facilities
available to the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of,
and subject to the supervision of, the Board of Trustees (the “Board”) of the Trust, all as provided herein,
from and after the Listing; and


 


WHEREAS, the
Advisor is willing to undertake to render such services, subject to the supervision of the Board, from and after the Listing, on
the terms and conditions hereinafter set forth.


 


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


 




    	 



    	 



    

 


Article
I


DEFINITIONS


 


The following defined
terms used in this Agreement shall have the meanings specified below:


 


Acquisition and Origination Fees.
 Acquisition and Origination Fees shall have the meaning set forth in Section 3.01(c) of this Agreement.


 


Advisor.  UMTH General Services,
L.P., a Delaware limited partnership, any successor advisor to the Trust, or any Person to which UMTH General Services, L.P. or
any successor advisor subcontracts all or substantially all of its functions.


 


Affiliate or Affiliated.
 As to any Person, (i) any Person directly or indirectly owning, controlling, or holding, with the power to vote, 10% or more
of the outstanding voting securities of such Person; (ii) any Person 10% or more of whose outstanding voting securities are directly
or indirectly owned, controlled, or held, with power to vote, by such other Person; (iii) any Person, directly or indirectly, controlling,
controlled by, or under common control with such Person; (iv) any executive officer, director, trustee or general partner of such
Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.


 


Appraised Value. Value according
to an appraisal made by an Independent Appraiser.


 


Asset Management Agreement. An agreement
between the Advisor and UMTH Land Development, L.P. (or another Affiliate of the Advisor), as may be amended from time to time,
whereby the latter agrees to provide the Advisor with the personnel, services and resources necessary for the Advisor to perform
its obligations and responsibilities under this Agreement in exchange for certain fees payable by the Advisor.


 


Assets. Properties, Secured
Loans and other investments (other than investments in bank accounts, money market funds or other current assets) owned by the
Trust, directly or indirectly through one or more of its Affiliates, and any other investment made by the Trust, directly or indirectly
through one or more of its Affiliates.


 


Bankruptcy. With respect
to any Person, (a) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment,
in any form, of its debts under Title 11 of the United States Code or any other U.S. federal or state or foreign insolvency law,
or such Person’s filing an answer consenting to or acquiescing in any such petition, (b) the making by such Person of any
assignment for the benefit of its creditors, (c) the expiration of sixty (60) days after the filing of an involuntary petition
under Title 11 of the Unites States Code, an application for the appointment of a receiver for a material portion of the assets
of such Person, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under
any other U.S. federal or state or foreign insolvency law, provided that the same shall not have been vacated, set aside
or stayed within such sixty (60) day period or (d) the entry against such Person of a final and non-appealable order for relief
under any bankruptcy, insolvency or similar law now or hereinafter in effect.


 


Base Management Fee. The base management fee,
calculated and payable monthly in arrears, in an amount equal to one-twelfth of one point five percent (1.50%) of the Trust’s
Equity.


 


Board. The Board of Trustees
of the Trust.


 




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Business Day. Any
day except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to be open.


 


Bylaws.  The bylaws of the
Trust, as the same are in effect as amended from time to time.


 


Calendar Quarter. Any of
the quarterly periods from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 in the
applicable year.


 


Change of Control.  With
respect to any Person, any (i) event (including, without limitation, issuance, transfer or other disposition of equity interests
of such Person, merger, share exchange or consolidation) after which another “person” (as that term is used in Sections
13(d) and 14(d) of the Securities Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-j of the
Securities Exchange Act), directly or indirectly, of securities of such Person representing greater than 50% of the combined voting
power of such Person’s then outstanding equity interests; provided, that, a Change of Control shall not be deemed
to occur as a result of any widely distributed public offering of the equity interests of such Person or (ii) direct or indirect
sale, transfer, conveyance or other disposition (other than pursuant to clause (i)) in one or a series of related transactions,
of all or substantially all of the assets of such Person, taken as a whole, to any “person” (as that term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act). For the avoidance of doubt, a Change of Control of the Advisor shall
not include an assignment of this Agreement by the Advisor as permitted hereby and in accordance with the terms hereof.


 


Code. Internal Revenue Code
of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such
provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any
applicable regulations as in effect from time to time.


 


Core Earnings. Net income (loss), computed in
accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) Incentive Compensation, (iii) depreciation and amortization
(except for certain fees paid to the Advisor), (iv) any unrealized gains or losses or other non-cash items that are included in
net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or
loss, or in net income, (v) one-time events pursuant to changes in GAAP, and (vi) certain non-cash adjustments, in each case after
discussions between the Advisor and the Independent Trustees and approved by a majority of the Independent Trustees.


 


Debt Financing Fees.  Debt Financing
Fees shall have the meaning set forth in Section 3.01(d) of this Agreement.


 


Declaration of Trust.  The
Declaration of Trust of the Trust filed with the Maryland State Department of Assessments and Taxation in accordance with the Maryland
REIT Law, as amended from time to time.


 


Distributions.  Any dividends
or other distributions of money or other property by the Trust to owners of Shares, including distributions that may constitute
a return of capital for federal income tax purposes.


 




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Equity. (a) The sum of (1) the net proceeds
from all issuances of the Trust’s equity securities since inception, plus (2) the Trust’s retained earnings at
the end of the most recently completed month (without taking into account any non-cash equity compensation expense incurred in
current or prior periods), less (b) any amount that the Trust or any of its Subsidiaries has paid to repurchase the Trust’s
Shares since inception. Equity excludes (1) any unrealized gains and losses and other non-cash items that have affected shareholders’
equity as reported in the Trust’s financial statements prepared in accordance with GAAP, and (2) one-time events pursuant
to changes in GAAP, and certain non-cash items not otherwise described above, in each case after discussions between the Advisor
and the Independent Trustees and approval by a majority of the Independent Trustees.


 


Equity Incentive Plans. The equity incentive plans
adopted by the Trust to provide incentive compensation to attract and retain qualified trustees, officers, advisors, consultants
and other personnel, including the Advisor and its Affiliates and personnel of the Advisor and its Affiliates, and any joint venture
affiliates of the Trust.


 


GAAP. Generally accepted accounting principles
in effect in the United States on the date such principles are applied.


 


Governing Instruments. With
regard to any entity, the articles of incorporation or certificate of incorporation and bylaws in the case of a corporation, the
partnership agreement in the case of a general or limited partnership, the certificate of formation and operating agreement in
the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents in each case
as amended.


 


Incentive Compensation. The incentive management
fee calculated and payable with respect to each Calendar Quarter (or part thereof during which this Agreement is in effect) in
arrears in an amount, not less than zero, equal to the difference between (1) the product of (a) twenty percent (20%)
and (b) the difference between (i) Core Earnings of the Trust for the twelve (12) month period ending on the last day
of the Calendar Quarter (or part thereof), and (ii) the product of (A) the weighted average of the issue price per share
of the Shares of all of the Trust’s offerings of Shares multiplied by the weighted average number of Shares outstanding (including,
for the avoidance of doubt, any restricted shares of Shares, restricted stock units or any Shares underlying other awards granted
under one or more of the Trust’s Equity Incentive Plans) in the twelve (12) month period ending on the last day of the Calendar
Quarter (or part thereof), and (B) 8%, and (2) the sum of any Incentive Compensation paid to the Advisor with respect
to the first three Calendar Quarters of such twelve (12) month period, provided that the Incentive Compensation payable
for the first Calendar Quarter during which this Agreement is in effect shall be reduced on a pro rata basis to take into account
the number of days during the Calendar Quarter that the Agreement was in effect, and this reduced amount shall be used in computing
the sum described in the foregoing clause (2); provided, further, that no Incentive Compensation shall be payable with respect
to any Calendar Quarter unless Core Earnings for the twelve (12) most recently completed Calendar Quarters is greater than zero.


 


For purposes of calculating the Incentive
Compensation prior to the completion of a twelve (12) month period during the term of this Agreement, Core Earnings shall be calculated
on the basis of the number of days that this Agreement has been in effect on an annualized basis.


 




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For the avoidance of doubt, the Trust’s
payment of underwriting or offering commissions or discounts in its public offerings or private placements of securities shall
not be an expense of the Trust pursuant to GAAP and therefore, shall not affect the calculation of the Incentive Compensation (or
the calculation of Core Earnings for purposes of the Incentive Compensation).


 


If the Termination Date does not correspond
to the end of a Calendar Quarter, the Advisor’s Incentive Compensation shall be calculated for the period beginning on the
day after the end of the Calendar Quarter immediately preceding the Termination Date and ending on the Termination Date. In this
circumstance, Incentive Compensation shall be calculated using Core Earnings for the twelve (12) month period ending on the Termination
Date.


 


Independent Appraiser.  A Person with no material
current or prior business or personal relationship with the Advisor or the Trustees and who is a qualified appraiser of Real Property
of the type held by the Trust or of other Assets as determined by the Board. Membership in a nationally recognized appraisal society
such as the American Institute of Real Estate Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence
of such qualification as to Real Property.


 


Independent Trustee.  A Trustee
who is “independent” in accordance with the Declaration of Trust and the rules of the NASDAQ or such other securities
exchange on which the Shares are listed.


 


Invested Capital.  The amount
calculated by multiplying the total number of Shares purchased by Shareholders by the issue price at the time of such purchase,
reduced by the portion of any Distribution that is attributable to Net Sales Proceeds and by any amounts paid by the Trust to repurchase
Shares pursuant to any plan of the Trust for the repurchase of Shares.


 


Investment Objectives. The investment objectives
of the Trust, a copy of which is attached hereto as Exhibit A, as the same may be amended, restated, modified, supplemented
or waived pursuant to the approval of a majority of the entire Board (which must include a majority of the Independent Trustees).


 


Joint Ventures.  The joint
venture or partnership arrangements in which the Trust or the Partnership is a co-venturer or general partner which are established
to acquire or hold Assets.


 


Listing Fee.  The fee payable
to the Advisor upon Listing of the Shares, pursuant to Section 3.01(f).


 


Market Value.  Upon Listing,
the market value of the outstanding Shares, measured by taking the average closing price for a single Share, over a period of thirty
(30) consecutive trading days, with such period beginning one hundred eighty (180) days after Listing, and multiplying that number
by the number of Shares outstanding on the date of measurement.


 




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Net Sales Proceeds.  In the
case of a transaction described in clause (i)(A) of the definition of Sale, the proceeds of any such transaction less the amount
of selling expenses incurred by or on behalf of the Trust, including all real estate commissions, closing costs and legal fees
and expenses.  In the case of a transaction described in clause (i)(B) of such definition, Net Sales Proceeds means the
proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Trust, including any legal
fees and expenses and other selling expenses incurred in connection with such transaction.  In the case of a transaction
described in clause (i)(C) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed
to the Trust or the Partnership from the Joint Venture less the amount of any selling expenses, including legal fees and expenses
incurred by or on behalf of the Trust (other than those paid by the Joint Venture).  In the case of a transaction or series
of transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction
(including the aggregate of all payments under a Secured Loan on or in satisfaction thereof other than regularly scheduled interest
payments) less the amount of selling expenses incurred by or on behalf of the Trust, including all commissions, closing costs and
legal fees and expenses.  In the case of a transaction described in clause (i)(E) of such definition, Net Sales Proceeds
means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Trust, including
any legal fees and expenses and other selling expenses incurred in connection with such transaction.  In the case of a transaction
described in clause (ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions
less all amounts generated thereby which are reinvested in one or more Assets within one hundred eighty (180) days thereafter and
less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred
by or allocated to the Trust or the Partnership in connection with such transaction or series of transactions.  Net Sales
Proceeds shall also include any amounts that the Trust determines, in its discretion, to be economically equivalent to proceeds
of a Sale.  Net Sales Proceeds shall not include any reserves established by the Trust in its sole discretion.


 


Participation Agreement.
The participation agreement, dated November 12, 2009, by and among United Development Funding, L.P., United Development Funding
II, L.P., United Development Funding III, L.P., United Development Funding Land Opportunity Fund, L.P., the Trust and UMTH Land
Development, L.P., as may be amended from time to time, with respect to allocation of investment opportunities among parties to
the agreement.


 


Partnership.  United Development
Funding IV Operating Partnership, L.P., a Delaware limited partnership, through which the Trust may own Assets.


 


Person.  An individual, corporation,
business trust, estate, trust, partnership, limited liability company or other legal entity.


 


Property or Properties.
 As the context requires, any, or all, respectively, of the Real Property acquired by the Trust, either directly or indirectly
(whether through joint venture arrangements or other partnership or investment interests).


 


Real Property.  Land, rights
in land (including leasehold interests), land under development, developed lots, and any buildings, structures, improvements, furnishings,
fixtures and equipment located on or used in connection with land and rights or interests in land.


 


REIT.  A corporation, trust,
association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity interests
in real estate (including fee ownership and leasehold interests) or in loans secured by real estate or both in accordance with
Sections 856 through 860 of the Code.


 




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Sale or Sales.  (i)
Any transaction or series of transactions whereby: (A) the Trust or the Partnership 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, including the lease of any Property consisting of a building only, and including any event with respect to any Property
which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Trust or the Partnership 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 Trust or the Partnership in any Joint Venture in which it is a
co-venturer or partner; (C) any Joint Venture directly or indirectly (except as described in other subsections of this definition)
in which the Trust or the Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its ownership
of any Property or portion thereof, including any event with respect to any Property which gives rise to insurance claims or condemnation
awards; (D) the Trust or the Partnership directly or indirectly (except as described in other subsections of this definition) sells,
grants, conveys or relinquishes its interest in any Secured Loan or portion thereof (including with respect to any Secured Loan,
all repayments thereunder or in satisfaction thereof other than regularly scheduled interest payments) and any event with respect
to a Secured Loan which gives rise to a significant amount of insurance proceeds or similar awards; or (E) the Trust or the Partnership
directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes
its ownership of any other Asset not previously described in this definition or any portion thereof. (ii) Notwithstanding the foregoing,
“Sale” or “Sales” shall not include (A) any transaction or series of transactions specified in clause (i)(A)
through (E) above in which the proceeds of such transaction or series of transactions are reinvested in one or more Assets within
one hundred eighty (180) days thereafter, or (B) a transaction whereby the Trust or the Partnership sells, grants, transfers, conveys,
or relinquishes a participation interest in Secured Loans.


 


SEC. The United States Securities
and Exchange Commission.


 


Secured Loans.  In connection
with financing provided, invested in, participated in or purchased by the Trust, all of the notes, deeds of trust, security interests
or other evidences of indebtedness or obligations, which are secured or collateralized by Real Property owned by the borrowers
under such notes, deeds of trust, security interests or other evidences of indebtedness or obligations or pledges of equity interests
in entities owning Real Property.


 


Securities Act.  The Securities
Act of 1933, as amended from time to time, or any successor statute thereto.  Reference to any provision of the Securities
Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto,
as interpreted by any applicable regulations as in effect from time to time.


 


Securities Exchange Act. 
The Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.  Reference to any provision
of the Securities Exchange Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor
provision thereto, as interpreted by any applicable regulations as in effect from time to time.


 




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Securitized Loan Pool Placement Fees.
Securitized Loan Pool Placement Fees shall have the meaning set forth in Section 3.01(e) of this Agreement.


 


Shareholders. The record
holders of the Shares as maintained in the books and records of the Trust or its transfer agent.


 


Shareholders’ 10.0% Return.
 As of any date, an aggregate amount equal to a ten percent (10.0%) cumulative, non-compounded, annual return on Invested Capital.


 


Shares.  Any Shares of the
Trust’s common shares of beneficial interest, par value $.01 per share.


 


Subsidiary. (i) Any subsidiary
of the Trust, (ii) any partnership the general partner of which is the Trust or any subsidiary of the Trust, and (iii) any limited
liability company the managing member of which is the Trust or any subsidiary of the Trust.


 


Termination Date.  The date
of termination of this Agreement.


 


Trust. United Development
Funding IV, a real estate investment trust organized under the laws of the State of Maryland.


 


Trustee. A member of the
Board.


 


Article
II


THE
ADVISOR


 


2.01         Appointment.
The Trust hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and the
Advisor hereby accepts such appointment. The Advisor shall be deemed to be in a fiduciary relationship to the Trust and its Shareholders.


 


2.02         Duties
of the Advisor. Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable
best efforts to present to the Trust potential investment opportunities consistent with the Investment Objectives and policies
of the Trust as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision
of the Board and consistent with the provisions of the Trust’s Declaration of Trust and Bylaws, the Advisor shall, either
directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:


 


(a)          manage
the formation of the Trust and the Partnership, including the preparation and filing of all necessary documentation and ancillary
agreements;


 


(b)          structure,
qualify and/or register the Trust’s securities offerings;


 




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(c)          coordinate
marketing and distribution of the Trust’s Shares in connection with any of the Trust’s securities offerings;


 


(d)          structure,
qualify, register and oversee the distribution of Shares pursuant to the Trust’s distribution reinvestment plan;


 


(e)          serve
as the Trust’s investment and financial advisor and provide research and economic and statistical data in connection with
the Assets and the Trust’s Investment Objectives and policies;


 


(f)       
   provide the daily management of the Trust and perform and supervise the various administrative
functions reasonably necessary for the management and operations of the Trust;


 


(g)          coordinate
and manage operations of any joint venture or co-investment interests held by the Trust and conduct all matters with the joint
venture or co-investment partners;


 


(h)          maintain
and preserve the books and records of the Trust, including share books and records reflecting a record of the Shareholders and
their ownership of the Trust’s Shares;


 


(i)          investigate,
select, and, on behalf of the Trust, engage, supervise and conduct business with such Persons as the Advisor deems necessary to
the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders,
technical advisors, attorneys, financial advisors, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians,
agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, asset managers; property
management companies, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and
Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services,
including but not limited to entering into contracts in the name of the Trust with any of the foregoing;


 


(j)     
     consult with the officers and the Board and assist the Board in the formulation and
implementation of the Trust’s financial policies and, as necessary, furnish the Board with advice and recommendations
(i) with respect to the making of investments consistent with the Investment Objectives and policies of the Trust, (ii) in
connection with any borrowings proposed to be undertaken by the Trust and (iii) with respect to modifications to the
Investment Objectives;


 


(k)          subject
to the provisions of Sections 2.02(i) and 2.03 hereof, (i) locate, analyze and select potential investments in Assets; (ii) structure
and negotiate the terms and conditions of transactions pursuant to which investment in Assets will be made; (iii) make investments
in Assets on behalf of the Trust or the Partnership in compliance with the Investment Objectives and policies of the Trust; (iv)
arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the
proceeds from the sale of, or otherwise deal with the investments in, Assets; (v) evaluate and recommend to the Board hedging strategies
and engage in hedging activities on the Trust’s behalf, consistent with such strategies as so modified from time to time,
with the Trust’s qualification as a REIT and with the Investment Objectives, and (vi) enter into leases of Property and service
contracts for Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration
of such Assets, including the servicing of Secured Loans;


 




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(l)          provide
the Board with periodic reports regarding prospective investments in Assets;


 


(m)         if
a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed
transaction;


 


(n)          obtain
the prior approval of the Board (including a majority of all Independent Trustees) for any and all investments in Assets, provided
that such prior Board approval shall not be required for investments made in accordance with the Investment Objectives, but quarterly
summaries of such investments shall be provided to the Board;


 


(o)          with
respect to the transactions described in Article XI of the Declaration of Trust, obtain the prior approval of a majority of the
Independent Trustees and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates;


 


(p)          negotiate
on behalf of the Trust with banks or lenders for loans to be made to the Trust, negotiate on behalf of the Trust with counterparties
for repurchase agreements, interest rate swap agreements and other agreements and instruments used in the conduct of the Trust’s
business, negotiate on behalf of the Trust with investment banking firms and broker-dealers, and negotiate private sales of Shares
and other securities of the Trust or obtain loans for the Trust, as and when appropriate, but in no event in such a way so that
the Advisor shall be acting as broker-dealer or underwriter; and provided further that any fees and costs payable to third
parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Trust;


 


(q)          obtain
reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments
or contemplated investments of the Trust in Assets;


 


(r)       
   from time to time, or at any time reasonably requested by the Board, make reports to the Board of
its performance of services to the Trust under this Agreement;


 


(s)          provide
the Trust with, or assist the Trust in arranging for, all necessary cash management services;


 


(t)    
     deliver to or maintain on behalf of the Trust copies of all appraisals obtained in
connection with the investments in Assets;


 


(u)          upon
request of the Trust, act, or obtain the services of others to act, as attorney-in-fact or agent of the Trust in making, acquiring
and disposing of Assets, disbursing and collecting the funds, paying the debts and fulfilling the obligations of the Trust and
handling, prosecuting and settling any claims of the Trust, including foreclosing and otherwise enforcing mortgage and other liens
and security interests comprising any of the Assets;


 




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(v)   
      supervise the preparation and filing and distribution of returns and reports to
governmental agencies and to Shareholders and other investors and act on behalf of the Trust in connection with investor
relations;


 


(w)         provide
office space, equipment and personnel as required for the performance of the foregoing services as Advisor;


 


(x)          assist
the Trust in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and
other state or federal governmental agencies; and


 


(y)          do
all things necessary to assure its ability to render the services described in this Agreement.


 


2.03         Authority
of Advisor. Pursuant to the terms of this Agreement (including the duties set forth in Section 2.02, and the restrictions
included in this Section 2.03 and in Section 2.06), and subject to the continuing and exclusive authority of the Board over the
management of the Trust, the Board hereby delegates to the Advisor the authority to (i) locate, analyze and select investment
opportunities, (ii) structure the terms and conditions of transactions pursuant to which investments will be made or acquired
for the Trust or the Partnership, (iii) make and acquire Secured Loans, acquire Properties and invest in other Assets in compliance
with the Investment Objectives and policies of the Trust, (iv) arrange for debt financing including fund level indebtedness, and
financing or refinancing of Assets, (v) enter into leases for the Properties and service contracts for the Assets with duly qualified
and licensed nonaffiliated and Affiliated Persons, including oversight of non-affiliated and Affiliated Persons that perform management,
acquisition, advisory, disposition or other services for the Trust, and (vi) arrange for, or provide, accounting and other record-keeping
functions at the Asset level.


 


The Board may, at any
time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Section 2.03, provided however,
that such modification or revocation shall be effective upon receipt by the Advisor or such later date as is specified by the Board
and included in the notice provided to the Trust and such modification or revocation shall not be applicable to investment transactions
to which the Advisor has committed the Trust prior to the date of receipt by the Advisor of such notification, or, if later, the
effective date of such modification or revocation specified by the Board.


 


2.04         Bank
Accounts. The Advisor may establish and maintain one or more bank accounts in its own name for the account of the Trust
or in the name of the Trust and may collect and deposit into any such account or accounts, and disburse from any such account
or accounts, any money on behalf of the Trust, provided that no funds of the Trust or the Partnership shall be commingled
nor shall any such funds be commingled with the funds of the Advisor; and the Advisor shall from time to time, upon request by
the Board, its Audit Committee or the auditors of the Trust, render appropriate accountings of such collections and payments to
the Board, its Audit Committee and the auditors of the Trust.


 




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2.05         Records;
Access. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available
for inspection by the Board and by counsel, auditors and authorized agents of the Trust, at any time or from time to time during
normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Trust.


 


2.06         Limitations
on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking
any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Trust as a REIT, (b) subject
the Trust to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement
of policy of any governmental body or agency having jurisdiction over the Trust, the Shares or its other securities, or (d) not
be permitted by the Declaration of Trust or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor
shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from
taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have
no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the
Advisor, its Affiliates, the directors, officers, general partners, trustees, employees, limited partners and stockholders of
the Advisor and its Affiliates shall not be liable to the Trust or to the Board or Shareholders for any act or omission by the
Advisor, any of the Advisor’s Affiliates, or any of the directors, officers, general partners, trustees, employees, limited
partners, or stockholders of the Advisor or any of its Affiliates, except as provided in Section 5.02 of this Agreement.


 


2.07         Other
Activities of the Advisor. Nothing herein contained shall prevent the Advisor or its Affiliates from engaging in other
activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management
of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict
the right of any director, officer, general partner, trustee, employee, limited partner, or stockholder of the Advisor or its
Affiliates to engage in any other business or to render services of any kind to any other Person. Subject to the provisions of
the Participation Agreement, the Advisor may, with respect to any investment in which the Trust is a participant, also render
advice and service to each and every other participant therein. The Advisor shall report to the Board the existence of any condition
or circumstance, existing or anticipated, of which it has knowledge, which creates or could create a conflict of interest between
the Advisor’s obligations to the Trust and its obligations to or its interest in any other Person. The Advisor or its Affiliates
shall promptly disclose to the Board knowledge of such condition or circumstance. The Advisor shall allocate investment opportunities
among the Trust and the other Persons managed or sponsored by the Advisor, Trustee or their Affiliates in accordance with the
Participation Agreement and shall inform the Board at least quarterly of the investment opportunities that have been offered to
other programs with similar investment objectives sponsored by the Advisor, any Trustee or their Affiliates. If the Advisor, any
Trustee or Affiliates thereof have sponsored other investment programs with similar investment objectives which have investment
funds available at the same time as the Trust, it shall be the duty of the Board (including the Independent Trustees) to adopt
the method set forth in the Participation Agreement or another reasonable method by which investments are to be allocated to the
competing investment entities and to use their best efforts to apply such method fairly to the Trust.


 




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2.08         Non-Solicitation;
Restrictions. In the event this Agreement is terminated pursuant to Section 4.02 hereof,
for three (3) years after the Termination Date, the Trust shall not, without the consent of the Advisor, employ or otherwise
retain any employee of the Advisor or any of its Affiliates or any person who has been employed by the Advisor or any of its Affiliates
at any time within the three (3) year period immediately preceding the date on which such person commences employment with
or is otherwise retained by the Trust. The Trust acknowledges and agrees that, in addition to any damages, the Advisor shall be
entitled to equitable relief for any violation of this Section 2.08 by the Trust, including, without limitation, injunctive relief.


 


Article
III


COMPENSATION
AND REIMBURSEMENT OF SPECIFIED COSTS


 


3.01         Fees.


 


The Trust shall pay the Base Management
Fee, the Incentive Compensation, the Debt Financing Fee, the Securitized Loan Pool Placement Fee and the Listing Fee to the Advisor
pursuant to the terms of this Agreement. The Advisor will not receive any compensation for the period prior to the Listing other
than the compensation and expenses incurred and reimbursed pursuant to the Pre-Listing Advisory Agreement.


 


(a)          Base
Management Fee.


 


(i)          The
parties acknowledge that the Base Management Fee is intended to compensate the Advisor for the costs and expenses it will incur
pursuant to the Asset Management Agreement, as well as certain expenses not otherwise reimbursable under Section 3.02 below, in
order for the Advisor to provide the Trust the investment advisory services and certain general management services rendered under
this Agreement. The fee paid by the Advisor under the Asset Management Agreement shall not constitute an expense reimbursable by
the Trust under this Agreement or otherwise.


 


(ii)         The
Base Management Fee shall be payable in arrears in cash, in monthly installments commencing with the month in which this Agreement
is effective. If applicable, the initial and final installments of the Base Management Fee shall be pro-rated based on the number
of days during the initial and final month, respectively, that this Agreement is in effect. The Advisor shall calculate each monthly
installment of the Base Management Fee based on the Trust’s Equity as of the last day of each month, and deliver such calculation
to the Trust, within thirty (30) days following the last day of each month. The Trust shall pay the Advisor each installment of
the Base Management Fee within five (5) Business Days after the date of delivery to the Trust of such computations.


 


(b)          Incentive
Compensation. The Incentive Compensation shall be payable in arrears, in quarterly installments commencing with the quarter
in which this Agreement is effective. The Advisor shall compute each quarterly installment of the Incentive Compensation within
forty-five (45) days after the end of the Calendar Quarter with respect to which such installment is payable. A copy of the computations
made by the Advisor to calculate such installment shall thereafter promptly be delivered to the Board and, upon such delivery,
payment of such installment of the Incentive Compensation shown therein shall be due and payable in cash, unless otherwise requested
by the Advisor, no later than the date which is five (5) Business Days after the date of delivery to the Board of such computations.


 




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(c)          Acquisition
and Origination Fee. The Trust acknowledges and agrees that in connection with the originating, making or investing in Secured
Loans or the purchase, development or construction of an Asset, the Advisor, UMTH Land Development, L.P., or another Affiliate
of the Advisor that provides services to the Trust, may charge borrowers or other third parties a reasonable fee (the “Acquisition
and Origination Fee”) in an aggregate amount not to exceed one percent (1.0%) of the amount of the Secured Loans originated
or the amount of Assets purchased per annum. For the avoidance of doubt, the Acquisition and Origination Fee is in addition to
any fees payable to the Trust in connection with the originating, making or investing in Secured Loans or the purchase, development
or construction of an Asset.


 


(d)          Debt
Financing Fee. If the Trust originates debt financing or assumes (directly or indirectly) existing debt in connection with
property acquisitions or other permitted investments, and if the Advisor or an Affiliate of the Advisor provides a substantial
amount of services in connection therewith, as determined by a majority of the Independent Trustees , the Trust will pay to the
Advisor or an Affiliate of the Advisor a fee (the “Debt Financing Fee”) equal to zero point five percent (0.5%)
of the amount of financing available to or assumed by the Trust. On each anniversary date of the origination or assumption of such
debt financing, the Trust will pay to the Advisor or an Affiliate of the Advisor an additional fee of zero point twenty five percent
(0.25%) of the amount of financing available to or assumed by the Trust if such financing continues to be outstanding on such date,
or a pro rated portion of such additional fee for the portion of such year that the financing is outstanding.


 


(e)          Securitized
Loan Pool Placement Fees. Upon the successful securitization and placement of any Secured Loans (or any derivative thereof),
the Trust shall pay to the Advisor or an Affiliate of the Advisor a fee (the “Securitized Loan Pool Placement Fee”)
equal to one percent (1.0%) of the par amount of the securities sold by the Trust in connection with such securitization and placement,
provided that the Advisor or an Affiliate of the Advisor has provided a substantial amount of services in connection with
such securitization and placement as determined by a majority of the Independent Trustees. In no event will the amount of any Securitized
Loan Pool Placement Fee paid in connection with a securitization and placement of any Secured Loans (or any derivative thereof)
exceed the limits set forth in Section 9.6 of the Declaration of Trust.


 


(f)    
      Listing Fee. Upon Listing, the Advisor shall be entitled to the Listing Fee
in an amount equal to fifteen percent (15.0%) of the amount by which (i) the Market Value of the Trust’s outstanding
Shares plus Distributions paid by the Trust prior to Listing, exceeds (ii) the sum of (A) 100% of Invested Capital and (B)
the total Distributions required to be paid to the Shareholders in order to pay the Shareholders’ 10.0% Return from
inception through the Listing. The Trust shall pay fifty percent (50%) of the Listing Fee in cash and fifty percent (50%) of
the Listing fee in the form of a promissory note. The promissory note will bear interest at the applicable federal rate
established by the Internal Revenue Service on the date of issuance, payable quarterly in arrears. The promissory note will
mature on the third (3rd) anniversary of the date it is issued. If the promissory note has not been paid in full
within three (3) years from the date of issuance, then the Advisor, or its successors or assigns, may elect to convert the
unpaid balance, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of
the Shares over the ten (10) trading days immediately preceding the date of such election. If the Shares are no longer listed
on a national securities exchange at such time as the promissory note becomes convertible into Shares as provided by
this paragraph, then the price per Share, for purposes of conversion, shall equal the fair market value for the Shares as
determined by the Board based upon the Appraised Value of the Assets as of the date of election. This Section 3.01(f) shall
supersede Section 3.01(f) of the Pre-Listing Advisory Agreement.


 




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3.02         Expenses.


 


(a)          The
Advisor shall be responsible for the expenses related to any and all personnel of the Advisor and its Affiliates who provide services
to the Trust pursuant to this Agreement or to the Advisor pursuant to the Asset Management Agreement (including, without limitation,
each of the officers of the Trust and any Trustees of the Trust who are also director, officers, employees or agents of the Advisor
or any of its Affiliates), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee
benefit plans of such personnel, and costs of insurance with respect to such personnel; provided, however, the Trust shall
be responsible for expenses incurred by the Advisor in employing its Chief Financial Officer, Treasurer, Chief Compliance Officer,
Chief Operating Officer and General Counsel including annual base salary, bonus potential, any related employee’s withholding
taxes and employee benefits.


 


(b)          The
Trust shall pay all of its costs and expenses and shall reimburse the Advisor or its Affiliates for expenses of the Advisor and
its Affiliates incurred on behalf of the Trust, excepting only those expenses that are specifically the responsibility of the Advisor
pursuant to Section 3.02(a) of this Agreement. Without limiting the generality of the foregoing, it is specifically agreed that
the following costs and expenses of the Trust or any Subsidiary shall be paid by the Trust and shall not be paid by the Advisor
or Affiliates of the Advisor:


 


(i)          expenses
in connection with the issuance of securities and transaction costs incident to the acquisition, disposition and financing of the
investments of the Trust and its Subsidiaries;


 


(ii)         costs
of legal, tax, accounting, consulting, auditing and other similar services rendered for the Trust by providers retained by the
Advisor or, if provided by the Advisor’s personnel, in amounts which are no greater than those which would be payable to
outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length
basis;


 


(iii)        the
compensation and expenses of the Trust’s Trustees and the cost of liability insurance to indemnify the Trust’s Trustees
and officers;


 


(iv)        costs
associated with the establishment and maintenance of any of the Trust’s credit facilities, other financing arrangements,
or other indebtedness of the Trust (including commitment fees, accounting fees, legal fees, closing and other similar costs) or
any of the Trust’s securities offerings;


 




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(v)         expenses
connected with communications to holders of the Trust’s securities or of the Subsidiaries and other bookkeeping and clerical
work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other
requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports
with the Securities and Exchange Commission, the costs payable by the Trust to any transfer agent and registrar in connection with
the listing and/or trading of the Trust’s securities on any exchange, the fees payable by the Trust to any such exchange
in connection with its listing, costs of preparing, printing and mailing the Trust’s annual report to the Trust’s Shareholders
and proxy materials with respect to any meeting of the Trust’s Shareholders;


 


(vi)        costs
associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party
vendors that is used for the Trust;


 


(vii)       expenses
incurred by managers, officers, personnel and agents of the Advisor for travel on the Trust’s behalf and other out-of-pocket
expenses incurred by managers, officers, personnel and agents of the Advisor in connection with the purchase, financing, refinancing,
sale or other disposition of an investment or establishment and maintenance of any of the Trust’s securitizations or any
of the Trust’s securities offerings;


 


(viii)      costs
and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement,
clearing and custodial fees and expenses;


 


(ix)         compensation
and expenses of the Trust’s custodian and transfer agent, if any;


 


(x)          the
costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;


 


(xi)        all
taxes and license fees;


 


(xii)       all
insurance costs incurred in connection with the operation of the Trust’s business except for the costs attributable to the
insurance that the Advisor elects to carry for itself and its personnel;


 


(xiii)       costs
and expenses incurred in contracting with third parties;


 


(xiv)      all
other costs and expenses relating to the Trust’s business and investment operations, including, without limitation, the costs
and expenses of acquiring, owning, protecting, maintaining, developing and disposing of investments, including appraisal, reporting,
audit and legal fees;


 


(xv)       expenses
relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained
for the Trust or the investments of the Trust and its Subsidiaries separate from the office or offices of the Advisor;


 




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(xvi)      expenses
connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by
the Board to or on account of holders of the Trust’s securities or of the Subsidiaries, including, without limitation, in
connection with any dividend reinvestment plan;


 


(xvii)     any
judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Trust, any of the
Trust’s Affiliates, any officer, director, trustee, partner or employee of the Trust or of any of the Trust’s Affiliates
in his capacity as such for which the Trust or any of its Affiliates is required to indemnify such officer, director, trustee,
partner or employee by any court or governmental agency; and


 


(xviii)    all
other expenses actually incurred by the Advisor (except as otherwise specified herein) which are reasonably necessary for the performance
by the Advisor of its duties and functions under this Agreement.


 


(c)          Costs
and expenses incurred by the Advisor on behalf of the Trust shall be reimbursed monthly to the Advisor. The Advisor shall prepare
a written statement in reasonable detail documenting the costs and expenses of the Trust and those incurred by the Advisor on behalf
of the Trust during each month, and shall deliver such written statement to the Trust within thirty (30) days after the end of
each month. The Trust shall pay all amounts payable to the Advisor pursuant to this Section 3.02(c) within five (5) Business Days
after the receipt of the written statement without demand, deduction, offset or delay. Cost and expense reimbursement to the Advisor
shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Trust. The provisions
of this Section 3.02 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously
been incurred or are incurred in connection with such expiration or termination.


 


Article
IV


TERM
AND TERMINATION


 


4.01         Term;
Renewal. This Agreement shall become effective upon Listing and shall continue in operation, unless terminated in accordance
with the terms hereof, until the first anniversary of the effective date of this Agreement. Thereafter, this Agreement shall be
deemed renewed automatically each year for an additional one (1) year period unless the Trust or the Advisor terminates this Agreement
in accordance with Section 4.02 hereof.


 


4.02         Termination.
This Agreement may be terminated by either party (i) immediately upon a Change of Control of the Trust or (ii) upon sixty (60)
days written notice without cause or penalty (in either case, if termination is by the Trust, then such termination shall be upon
the approval of a majority of the Independent Trustees). Notwithstanding the foregoing, the provisions of this Agreement which
provide for payment to the Advisor of expenses, fees or other compensation following the Termination Date (i.e., Section
4.03) shall continue in full force and effect until all amounts payable thereunder to the Advisor are paid in full. The provisions
of Sections 4.03 and 5.02 shall survive the termination of this Agreement.


 




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4.03         Payments
to and Duties of Advisor upon Termination.


 


(a)          From
and after the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder, except it shall
be entitled to and receive from the Trust within thirty (30) days after the Termination Date all compensation accruing to the Termination
Date and all unpaid reimbursements of expenses provided for herein, subject to the provisions of Section 3.02 hereof, and all contingent
liabilities related to fees payable to the Advisor prior to termination of this Agreement.


 


(b)          The
Advisor shall promptly upon termination:


 


(i)          pay
over to the Trust all money collected and held for the account of the Trust pursuant to this Agreement, after deducting any accrued
compensation and reimbursement for its expenses to which it is then entitled;


 


(ii)         deliver
to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by
it, covering the period following the date of the last accounting furnished to the Board;


 


(iii)        deliver
to the Board all assets, including the Assets, and documents of the Trust then in the custody of the Advisor; and


 


(iv)        cooperate
with, and take all reasonable actions requested by, the Trust to provide an orderly management transition.


 


Article
V


INDEMNIFICATION


 


5.01         Indemnification
by Trust.


 


(a)          The
Trust shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, trustees,
partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and
related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related
expenses are not fully reimbursed by insurance, subject to any limitations imposed by the laws of the State of Maryland and the
Declaration of Trust. The Trust shall not indemnify or hold harmless the Advisor or its Affiliates, including their respective
officers, directors, trustees, partners and employees, for any liability or loss suffered by the Advisor or its Affiliates, including
their respective officers, directors, trustees, partners and employees, nor shall it provide that the Advisor or its Affiliates,
including their respective officers, directors, trustees, partners and employees, be held harmless for any loss or liability suffered
by the Trust, unless all of the following conditions are met: (i) the Advisor or its Affiliates, including their respective officers,
directors, trustees, partners and employees, have determined, in good faith, that the course of conduct which caused the loss or
liability was in the best interests of the Trust; (ii) the Advisor or its Affiliates, including their respective officers, directors,
trustees, partners and employees, were acting on behalf of or performing services for the Trust; (iii) such liability or loss was
not the result of negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, trustees,
partners and employees; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Trust’s
net assets and not from Shareholders. Notwithstanding the foregoing, the Advisor and its Affiliates, including their respective
officers, directors, trustees, partners and employees, shall not be indemnified by the Trust for any losses, liability or expenses
arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following
conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations
as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction
as to the particular indemnitee; and (iii) a court of competent jurisdiction approves a settlement of the claims against a particular
indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the
request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position
of any state securities regulatory authority in which securities of the Trust were offered or sold as to indemnification for violations
of securities laws.


 




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(b)          The
Declaration of Trust provides that the advancement of Trust funds to the Advisor or its Affiliates, including their respective
officers, directors, trustees, partners and employees, for legal expenses and other costs incurred as a result of any legal action
for which indemnification is being sought is permissible 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 on behalf of the Trust; (ii) the legal action
is initiated by a third-party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity
as such and a court of competent jurisdiction specifically approves such advancement; (iii) the person for whom the advancement
of Trust funds has been requested provides the Trust with written affirmation of a good faith belief that the standard of conduct
necessary for indemnification under the laws of the State of Maryland and the Declaration of Trust has been satisfied; and (iv)
the person for whom the advancement of Trust funds has been requested undertakes to repay the advanced funds to the Trust together
with the applicable legal rate of interest thereon, in cases in which such Advisor or its Affiliates, including their respective
officers, directors, trustees, partners and employees, are found not to be entitled to indemnification.


 


(c)          Notwithstanding
the provisions of this Section 5.01, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this
Section 5.01 for any activity which the Advisor shall be required to indemnify or hold harmless the Trust pursuant to Section 5.02.


 


5.02         Indemnification
by Advisor.  The Advisor shall indemnify and hold harmless the Trust from contract or other liability, claims, damages,
taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages,
taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s
bad faith, fraud, misfeasance, misconduct, negligence or reckless disregard of its duties.  The Advisor shall not be held
responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.


 




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Article
VI


MISCELLANEOUS


 


6.01         Assignment
to an Affiliate.  This Agreement and any rights, duties, liabilities and obligations hereunder and the fees and compensation
related thereto may be assigned by the Advisor, in whole or in part, to a duly qualified and licensed Affiliate of the Advisor
without obtaining approval of the Board. The Advisor may assign any rights to receive fees or other payments under this Agreement
without obtaining the approval of the Board. Any other assignment shall be made only with the approval of a majority of the Board
(including a majority of the Independent Trustees). This Agreement shall not be assigned by the Trust without the consent of the
Advisor, except in the case of an assignment by the Trust to a corporation or other organization which is a successor to all of
the assets, rights and obligations of the Trust, in which case such successor organization shall be bound hereunder and by the
terms of said assignment in the same manner as the Trust is bound by this Agreement. This Agreement shall be binding on successors
to the Trust resulting from a Change of Control or sale of all or substantially all the assets of the Trust or the Partnership,
and shall likewise be binding upon any successor to the Advisor.


 


6.02         Relationship
of Advisor and Trust. The Trust and the Advisor are not partners or joint venturers with each other, and nothing in this
Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.


 


6.03         Notices.
Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method
of giving such notice, report or other communication is required by the Declaration of Trust, the Bylaws, or accepted by the party
to whom it is given, and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or
e-mail, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b) on the first (1st) Business Day
following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, or (c) on the earlier
of confirmed receipt or the fifth (5th) Business Day following the date of mailing if delivered by registered or certified mail,
return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant
to such other instructions as may be designated in writing by the party to receive such notice:


 


To the Trustees and to the Trust:


 


United Development Funding IV


The United Development Funding Building Suite 100


1301 Municipal Way


Grapevine, Texas 76051


Attention: Chief Executive Officer


 




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To the Advisor:


 


UMTH General Services, L.P.


The United Development Funding Building Suite 100


1301 Municipal Way


Grapevine, Texas 76051


Attention: President


 


or such other address as a party shall have specified to the
other party in writing in accordance with this Section 6.03.


 


6.04         Modification.
This Agreement shall not be changed, modified, or amended, in whole or in part, except by an instrument in writing signed by both
parties hereto, or their respective successors or assignees.


 


6.05         Severability.
The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.


 


6.06         Choice
of Law; Venue. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the
State of Texas, and venue for any action brought with respect to any claims arising out of this Agreement shall be brought exclusively
in Dallas County, Texas.


 


6.07         Entire
Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control
and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended other than by an agreement in writing signed by each of the parties hereto.


 


6.08         Waiver.
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude
any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right,
remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with
respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have
granted such waiver.


 


6.09         Gender;
Number. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include
any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.


 


6.10         Headings.
The titles and headings of sections and subsections contained in this Agreement are for convenience only, and they neither form
a part of this Agreement nor are they to be used in the construction or interpretation hereof.


 




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6.11         Execution
in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.
This Agreement shall become binding when the counterparts hereof, individually or taken together, shall bear the signatures of
all of the parties reflected hereon as the signatories.


 


[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY
LEFT BLANK]


 




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IN WITNESS WHEREOF, the parties hereto
have executed this Advisory Agreement as of the date and year first above written.


 


	 	UNITED DEVELOPMENT FUNDING IV
	 	 	 
	 	By:	/s/ Hollis M. Greenlaw
	 	Name:	Hollis M. Greenlaw
	 	Title:	Chief Executive Officer
	 	 	 
	 	UMTH GENERAL SERVICES, L.P.
	 	 	 
	 	By:	/s/ David Hanson
	 	Name:	David Hanson
	 	Title:	President


 




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Exhibit A


Investment Objectives


 


The investment objectives of the Trust are:


 


		•	to make, originate or acquire a participation interest in secured loans (first lien priority, junior lien priority and mezzanine
loans secured by real estate and/or a pledge of the equity interest in the entity owning the real estate and/or pledges of other
collateral including personal guarantees) for the acquisition of land and development of single-family lots, finished lots and
entitled land loans, and the construction of model and new single-family homes including development of mixed-use master planned
residential communities;



 


		•	to make direct investments in land for development into single-family lots, new and model homes and finished lots and homes
and joint ventures with real estate developers, homebuilders, land bankers and other real estate investors;



 


		•	to provide secured senior and subordinate lines of credit to real estate developers, homebuilders, land bankers and other real
estate investors, including affiliated programs, for the purchase of finished lots and for the construction of single-family homes;



 


		•	to provide, including without limitations, credit enhancements and guarantees to real estate developers, homebuilders, land
bankers and other real estate investors who acquire real property, subdivide real property into single-family residential lots,
acquire finished lots and/or build homes on such lots;



 


		•	to purchase participations in, or finance for other real estate investors the purchase of, securitized real estate loan pools;



 


		•	to purchase participations in, or finance for other real estate investors the purchase of, discounted cash flows secured by
state, county, municipal or other similar assessments levied on real property;



 


		•	to produce net interest income from the interest paid to us on secured loans, securitized loan pools and discounted cash flows
that we originate, purchase or finance or in which we acquire a participation interest;



 


		•	to produce investment income from equity investments that we make or in which we acquire a participation interest;



 


		•	to produce a profitable fee from credit enhancements and other transaction fees;



 


		•	to participate, through a direct or indirect interest in borrowers, in the profits earned by such borrowers through the underlying
properties;



 


		•	to maximize distributable cash to investors; and



 


		•	to preserve, protect and return capital contributions.