Exhibit
10.5




 


REGISTRATION RIGHTS
AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT, dated
as of May 29, 2014, is entered into 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”).


 


WHEREAS, the Trust may, from time to time,
grant to the Advisor awards under the United Development Funding, IV Advisor Equity Plan, as adopted on May 29, 2014 (the “Advisor
Equity Plan”), consisting of, or based upon, common shares of beneficial interest of the Trust (the “Common
Shares”), par value $0.01 per share (the “Advisor Plan Shares”); and


 


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


 


Section 1.         Certain Definitions.


 


In addition to the terms defined elsewhere
in this Agreement, the following terms, as used herein, shall have the following meanings:


 


“Affiliate” of
any Person means any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, such Person. The term “control” (including the terms “controlled
by” and “under common control with”) as used with respect to any Person means the possession, directly or indirectly
through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Agreement” means
this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any
of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference
becomes operative.


 


“Business Day”
means any day other than Saturday, Sunday or a day on which commercial banks in New York, New York are directed or permitted to
be closed.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Holder” means
(i) the Advisor as holder of record of Registrable Common Shares, and (ii) any direct or indirect transferee of such Registrable
Common Shares from the Advisor. For purposes of this Agreement, the Trust may deem and treat the registered holder of Registrable
Common Shares as the Holder and absolute owner thereof, and the Trust shall not be affected by any notice to the contrary.


 




    	 



    	 



    

  


“Person” means
any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, government (whether federal, state, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency, body or department thereof) or any other entity.


 


“Prospectus” means
the prospectus or prospectuses included in any Registration Statement (including without limitation, any prospectus subject to
completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the
Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Common Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus,
including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such
prospectus or prospectuses.


 


“Registrable Common Shares”
means the Advisor Plan Sharesupon original issuance thereof and at all times subsequent thereto, including upon the transfer thereof
by the original Holder or any subsequent Holder and any securities issued in respect of such securities by reason of or in connection
with any exchange for or replacement of such securities or any stock dividend, stock distribution, stock split, purchase in any
rights offering or in connection with any combination of shares, recapitalization, merger or consolidation, or any other equity
securities issued pursuant to any other pro rata distribution with respect to the Common Shares, until, in the case of any such
securities, the earliest to occur of (i) the date on which a Registration Statement relating to it has been declared effective
by the SEC and such Registrable Common Share has been disposed of in accordance with such Registration Statement or (ii) the date
on which either it is distributed to the public or is saleable, in each case pursuant to Rule 144 promulgated by the SEC under
the Securities Act.


 


“Registration Statement”
means any registration statement of the Trust filed with the SEC under the Securities Act which covers any of the Registrable Common
Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all materials incorporated by reference or deemed to be incorporated
by reference in such Registration Statement.


 


“Rule 415” means
Rule 415 promulgated by the SEC under the Securities Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such rule.


 


“SEC” means the
Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“underwritten registration or
underwritten offering” means a registration in which securities of the Trust are sold to underwriters for reoffering
to the public.


 






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Section 2.          Demand
Registrations.


 


(a)         Right
to Request Registration. From and after the date hereof, any Holder or Holders (“Initiating Holders”) may
request registration under the Securities Act of all or part of the Registrable Common Shares (“Demand Registration”)
at any time and from time to time. Within ten (10) Business Days after receipt of any such request for Demand Registration, the
Trust shall give written notice of such request to all other Holders of Registrable Common Shares, if any, and shall, subject to
the provisions of Section 2(c) hereof, include in such registration all such Registrable Common Shares with respect to which the
Trust has received written requests for inclusion therein within twenty (20) Business Days after delivery of the Trust’s
notice.


 


(b)         Priority
on Demand Registrations. If the managing underwriters of a requested Demand Registration advise the Trust in writing that in
their opinion the shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities
that can be sold in such offering and/or that the number of shares of Registrable Common Shares proposed to be included in any
such registration would materially adversely affect the price per share of the Trust’s equity securities to be sold in such
offering, the Trust shall include in such registration only the number of shares of Registrable Common Shares that, in the opinion
of such managing underwriters, can be sold. If the number of shares that can be sold is less than the number of shares of Registrable
Common Shares proposed to be registered, the Trust shall allocate the amount of Registrable Common Shares to be so sold among the
Holders pro rata on the basis of Registrable Common Shares offered for such registration by each Holder electing to participate
in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number
of shares of Registrable Common Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of
Common Shares, if any, desiring to participate in such registration based on the amount of such Common Shares initially requested
to be registered by such holders or as such holders may otherwise agree.


 


(c)         Restrictions
on Demand Registrations. The Trust shall not be obligated to effect any Demand Registration within six (6) months after the
effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights
pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of
Registrable Common Shares requested to be included therein. The Trust may (i) postpone for up to ninety (90) days the filing or
the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Trust’s
Board of Trustees, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the Trust’s
Board of Trustees has determined would not be in the best interest of the Trust to be disclosed at such time or (ii) postpone the
filing of a Demand Registration in the event the Trust shall be required to prepare audited financial statements as of a date other
than its fiscal year end (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided,
however, that in no event shall the Trust withdraw a Registration Statement under clause (i) after such Registration Statement
has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above,
the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request and such request shall not
constitute a Demand Registration hereunder. The Trust shall provide written notice to the Initiating Holders requesting such Demand
Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this
Section 2(c), (y) the Trust’s decision to file or seek effectiveness of such Registration Statement following such withdrawal
or postponement and (z) the effectiveness of such Registration Statement.


 






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(d)         Selection
of Underwriters. If any Registrable Common Share covered by a Demand Registration hereof is to be sold in an underwritten offering,
the Initiating Holders shall have the right to select the managing underwriter(s) to administer the offering subject to the approval
of the Trust, which approval shall not be unreasonably withheld.


 


(e)         Effective
Period of Demand Registrations. After any Demand Registration filed pursuant to this Agreement has become effective, the Trust
shall use its best efforts to keep such Demand Registration effective for a period equal to one hundred and eighty (180) days from
the date on which the SEC declares such Demand Registration effective (or if such Demand Registration is not effective during any
period within such one hundred and eighty (180) days, such 180-day period shall be extended by the number of days during such period
when such Demand Registration is not effective), or such shorter period that shall terminate when all of the Registrable Common
Shares covered by such Demand Registration has been sold pursuant to such Demand Registration. If the Trust shall withdraw or reduce
the number of shares of Registrable Common Shares that is subject to any Demand Registration pursuant to Section 2(b) hereof (a
“Withdrawn Demand Registration”), the Initiating Holders of the Registrable Common Shares remaining unsold and
originally covered by such Withdrawn Demand Registration shall be entitled to a replacement Demand Registration that (subject to
the provisions of this Section 2) the Trust shall use its best efforts to keep effective for a period commencing on the effective
date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred and eighty (180) days from
the effective date of such Demand Registration and (ii) on which all of the Registrable Common Shares covered by such Demand Registration
has been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement.


 


(f)         Underwritten
Offerings. Notwithstanding the foregoing, in no event shall the Trust be obligated to effect more than one (1) underwritten
offering hereunder in any single six (6) month period, with the first such period measured from the date of the first Demand Registration
and ending on the same date during the six (6) months following such Demand Registration, whether or not a Business Day.


 


Section 3.          Piggyback
Registrations.


 


(a)         Right
to Piggyback. From and after the date hereof, whenever the Trust proposes to file a registration statement relating to any
of its common equity securities under the Securities Act (other than a registration statement on Form S-8 or on Form S-4 or any
similar successor forms thereto), whether for its own account or for the account of one or more shareholders of the Trust, and
the registration form to be used may be used for any registration of Registrable Common Shares (a “Piggyback Registration”),
the Trust shall give prompt written notice (in any event within ten (10) Business Days after its receipt of notice of any exercise
of other demand registration rights) to all Holders of its intention to effect such a registration and, subject to Sections 3(b)
and 3(c), shall include in such registration all Registrable Common Shares with respect to which the Trust has received written
requests for inclusion therein within twenty (20) days after the delivery of the Trust’s notice. The Trust may postpone or
withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.


 






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(b)         Priority
on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Trust, and the
managing underwriters advise the Trust in writing that in their opinion the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering and/or that the number of shares of Registrable Common Shares
proposed to be included in any such registration would adversely affect the price per share of the Trust’s equity securities
to be sold in such offering, the underwriting shall be allocated among the Trust and all Holders pro rata on the basis of the Common
Shares and Registrable Common Shares offered for such registration by the Trust and each Holder, respectively, electing to participate
in such registration.


 


(c)         Priority
on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of
the Trust’s securities other than Registrable Common Shares (“Non-Holder Securities”), and the managing
underwriters advise the Trust in writing that in their opinion the number of securities requested to be included in such registration
exceeds the number that can be sold in such offering and/or that the number of shares of Registrable Common Shares proposed to
be included in any such registration would adversely affect the price per share of the Trust’s equity securities to be sold
in such offering, the underwriting shall be allocated among the holders of Non-Holder Securities and all Holders pro-rata on the
basis of the Non-Holder Securities and Registrable Common Shares offered for such registration by the holder of Non-Holder Securities
and each Holder, respectively, electing to participate in such registration.


 


(d)         Selection
of Underwriters. If any Piggyback Registration is an underwritten primary offering, the Trust shall have the right to select
the managing underwriter or underwriters to administer any such offering.


 


(e)         Other
Registrations. If the Trust has previously filed a Registration Statement with respect to Registrable Common Shares pursuant
to Section 2 hereof or pursuant to this Section 3, and if such previous registration has not been withdrawn or abandoned, the Trust
shall not be obligated to cause to become effective any other registration of any of its securities under the Securities Act, whether
on its own behalf or at the request of any holder or holders of such securities, until a period of at least three (3) months has
elapsed from the effective date of such previous registration.


 


Section 4.          Holdback
Agreement.


 


In connection with an underwritten primary
or secondary offering to the public, each Holder (other than the Advisor and its Affiliates) agrees, subject to any exceptions
that may be agreed upon at the time of such offering, not to sell or otherwise transfer or dispose of any shares of Registrable
Common Shares (or other securities) of the Trust held by them (other than Registrable Common Shares included in such offering in
accordance with the terms hereof) for a period equal to the lesser of one hundred eighty (180) days following the effective date
of a Registration Statement of the Trust filed under the Securities Act or such shorter period as the managing underwriter shall
agree to; provided that all other shareholders who own more than ten percent (10%) of the outstanding Common Shares of the
Trust and all officers and trustees of the Trust enter into similar agreements. Such agreement shall be in writing in form reasonably
satisfactory to the Trust and the managing underwriter. The Trust may impose stop-transfer instructions with respect to the shares
of Registrable Common Shares (or other securities) subject to the foregoing restriction until the end of said period.


 






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Section 5.          Registration
Procedures.


 


Whenever the Holders request that any Registrable
Common Shares be registered pursuant to this Agreement, the Trust shall use its commercially reasonable efforts to effect and maintain
the registration and the sale of such Registrable Common Shares in accordance with the intended methods of disposition thereof,
and pursuant thereto the Trust shall as expeditiously as possible:


 


(a)         prepare
and file with the SEC a Registration Statement with respect to such Registrable Common Shares and use its reasonable best efforts
to cause such Registration Statement to become effective as soon as practicable thereafter; and before filing a Registration Statement
or Prospectus or any amendments or supplements thereto, furnish to the Holders of Registrable Common Shares covered by such Registration
Statement and the underwriter or underwriters, if any, copies of all such documents proposed to be filed, including, if requested
by such Holders, documents incorporated by reference in the Prospectus and, if requested by such Holders, the exhibits incorporated
or deemed incorporated by reference, and such Holders shall have the opportunity to object to any information pertaining to such
Holders that is contained therein and the Trust will make the corrections reasonably requested by such Holders with respect to
such information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto;


 


(b)         prepare
and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective, in the case of Demand Registration, for a period not less than
one hundred eighty (180) days, or such shorter period as is necessary to complete the distribution of the securities covered by
such Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement;


 


(c)         furnish
to each seller of Registrable Common Shares (without charge) such number of copies of such Registration Statement, each amendment
and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus) and such
other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Common Shares owned
by such seller, and the Trust consents to the use of such Prospectus, including each preliminary Prospectus, by Holders of Registrable
Common Shares, in connection with the offering and sale of Registrable Common Shares covered by any such Prospectus;


 






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(d)         use
its commercially reasonable efforts to register or qualify such Registrable Common Shares under such other securities or blue sky
laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary
or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Common Shares owned by
such seller (provided, that the Trust will not be required to (i) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this subparagraph (d), (ii) subject itself to taxation in any such jurisdiction
or (iii) consent to general service of process in any such jurisdiction);


 


(e)         notify
each seller of such Registrable Common Shares, at any time when a Prospectus relating thereto is required to be delivered under
the Securities Act, of the occurrence of any event as a result of which the Registration Statement, including the Prospectus contained
therein, contains an untrue statement of a material fact or omits any fact required to be stated therein or necessary to make the
statements therein not misleading, and, at the request of any such seller, the Trust shall prepare a supplement or amendment to
such Registration Statement so that, as thereafter delivered to the purchasers of such Registrable Common Shares, such Prospectus
shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein
not misleading;


 


(f)         in
the case of an underwritten offering, enter into such customary agreements (including underwriting agreements in customary form)
and take all such other actions as the Holders of a majority of number of shares of the Registrable Common Shares being sold or
the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Common Shares,
(including making executive officers of the Trust available to participate in, and cause them to cooperate with the underwriters
in connection with, “road-show” and other customary marketing activities (including one-on-one meetings with prospective
purchasers of the Registrable Common Shares), and cause to be delivered to the underwriters and the sellers, if any, opinions of
counsel to the Trust in customary form, covering such matters as are customarily covered by opinions for an underwritten public
offering as the underwriters may request and addressed to the underwriters and the sellers;


 


(g)         subject
to receipt of reasonably acceptable confidentiality agreements, make available, for inspection by representative of a seller of
Registrable Common Shares, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents
and properties of the Trust, and cause the Trust’s officers, trustees and independent accountants to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;


 


(h)         to
use its commercially reasonable efforts to cause all such Registrable Common Shares to be listed on each securities exchange on
which securities of the same class issued by the Trust are then listed or, if no such similar securities are then listed, on a
national securities exchange selected by the Trust;


 


(i)         provide
a transfer agent and registrar for all such Registrable Common Shares not later than the effective date of such Registration Statement;


 






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(j)         if
requested, cause to be delivered, immediately prior to the effectiveness of the Registration Statement (and, in the case of an
underwritten offering, at the time of delivery of any Registrable Common Shares sold pursuant thereto), letters from the Trust’s
independent certified public accountants addressed to each selling Holder (unless such selling Holder does not provide to such
accountants the appropriate representation letter required by rules governing the accounting profession) and each underwriter,
if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable
rules and regulations adopted by the SEC thereunder, and otherwise in customary form and covering such financial and accounting
matters as are customarily covered by letters of the independent certified public accountants delivered in connection with primary
or secondary underwritten public offerings, as the case may be;


 


(k)         make
generally available to its shareholders a consolidated earnings statement (which need not be audited) for the twelve (12) months
(or, if applicable, such shorter period that the Trust has been in existence) beginning after the effective date of a Registration
Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements
of an earning statement under Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(l)         cooperate
with each selling Holder of Registrable Common Shares and each underwriter participating in the disposition of such Registrable
Common Shares and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory
Authority, Inc. and make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters
(taking into account the needs of the Trust’s businesses and the requirements of the marketing process) in the marketing
of Registrable Common Shares in any underwritten offering.


 


(m)         use
its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable Common Shares for sale in any jurisdiction and, if such an order
or suspension is issued, to use reasonable efforts to obtain the withdrawal of such order or suspension at the earliest possible
moment and to notify each seller of Registrable Common Shares being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(n)         promptly
notify each seller of Registrable Common Shares and the underwriter or underwriters, if any:


 


(i)         when
the Registration Statement, pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to
the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when
the same has become effective;


 


(ii)         of
any written request by the SEC for amendments or supplements to the Registration Statement or Prospectus;


 






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(iii)         of
the notification to the Trust by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop
order suspending the effectiveness of the Registration Statement; and


 


(iv)         of
the receipt by the Trust of any notification with respect to the suspension of the qualification of any Registrable Common Shares
for sale under the applicable securities or blue sky laws of any jurisdiction.


 


(o)         As
a condition to being included in any Registration Statement, the Trust may require each seller of Registrable Common Shares as
to which any registration is being effected to furnish to the Trust any other information regarding such seller and the distribution
of such securities as the Trust may from time to time reasonably request in writing.


 


(p)         Each
seller of Registrable Common Shares agrees by having its shares treated as Registrable Common Shares hereunder that, upon notice
of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement
of a material fact or omits any material fact necessary to make the statements therein not misleading (a “Suspension Notice”),
such seller will forthwith discontinue disposition of Registrable Common Shares until such seller is advised in writing by the
Trust that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated
by Section 5(e) hereof, and, if so directed by the Trust, such seller, at its option, either will destroy or deliver to the Trust
(at the Trust’s expense) all copies, other than permanent file copies then in such seller’s possession, of the Prospectus
covering such Registrable Common Shares current at the time of receipt of such notice; provided, however, that such
postponement of sales of Registrable Common Shares by the Holders shall not exceed thirty (30) days in the aggregate in any three-month
period or ninety (90) days in the aggregate in any one (1) year except as a result of a refusal by the SEC to declare any post-effective
amendment to the Registration Statement effective after the Trust has used all commercially reasonable efforts to cause such post-effective
amendment to be declared effective, in which case the Trust shall terminate the suspension of the use of the Registration Statement
immediately following the effective date of the post-effective amendment. If the Trust shall give any notice to suspend the disposition
of Registrable Common Shares pursuant to a Prospectus, the Trust shall extend the period of time during which the Trust is required
to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including
the date of the giving of such notice to and including the date such seller either is advised by the Trust that the use of the
Prospectus may be resumed or receives the copies of the supplemented or amended Prospectus contemplated by Section 6(e). In any
event, the Trust shall not be entitled to deliver more than three (3) Suspension Notices in any one (1) year.


 


Section 6.          Registration
Expenses.


 


(a)         All
fees and expenses incident to the Trust’s performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, listing application fees, printing,
word processing, telephone, messenger and delivery expenses, transfer agent’s and registrar’s fees, cost of distributing
Prospectuses in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for the Trust,
and all independent certified public accountants and other Persons retained by the Trust (all such expenses being herein called
“Registration Expenses”) (Registration Expenses shall not include any underwriting discounts or commissions
attributable to the sale of Registrable Common Shares or fees and expenses of more counsel representing the Holders of Registrable
Common Shares), shall be borne by the Trust (whether or not any Registration Statement is declared effective or any of the transactions
described herein is consummated). In addition, the Trust shall pay its internal expenses, the expense of any annual audit or quarterly
review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities
exchange on which they are to be listed.


 






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(b)         In
connection with each registration initiated hereunder (whether a Demand Registration or a Piggyback Registration), the Trust shall
reimburse the Holders covered by such registration or sale for the reasonable fees and disbursements of one law firm chosen by
the Holders of a majority of the number of shares of Registrable Common Shares included in such registration sale.


 


(c)         The
obligation of the Trust to bear the expenses described in Section 6(a) and to reimburse the Holders for the expenses described
in Section 6(b) shall apply irrespective of whether a registration, once properly demanded, if applicable, becomes effective, is
withdrawn or suspended, or is converted to another form of registration and irrespective of when any of the foregoing shall occur;
provided, however, that Registration Expenses for any Registration Statement withdrawn solely at the request of a
Holder of Registrable Common Shares (unless withdrawn following postponement of filing by the Trust in accordance with Section
2(c)(i) or (ii)) or any supplements or amendments to a Registration Statement or Prospectus resulting from a misstatement furnished
to the Trust by a Holder shall be borne by such Holder.


 


Section 7.          Indemnification.


 


(a)         The
Trust shall indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its officers, directors and Affiliates,
employees and agents of such Holder and each Person, if any, who controls such Holder (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) from and against all losses, claims, damages, liabilities, judgments and expenses
(including without limitation, the reasonable fees and other expenses incurred in connection with any suit, action, investigation
or proceeding or any claim asserted) caused by, arising out of, in connection with or based upon, any untrue or alleged untrue
statement of material fact contained in any Registration Statement, Prospectus (including any preliminary Prospectus) or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein, in the case of the Prospectus in the light of the circumstances under which they were made, not
misleading or any violation or alleged violation by the Trust of the Securities Act, the Exchange Act or applicable “blue
sky” laws, except insofar as the same are made in reliance and in conformity with information relating to such Holder furnished
in writing to the Trust by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s
immediate purchaser a copy of the Prospectus or any amendments or supplements thereto (if the same was required by applicable law
to be so delivered) after the Trust has furnished such Holder with a sufficient number of copies of the same.


 






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(b)         In
connection with any Registration Statement in which a Holder of Registrable Common Shares is participating, each such Holder shall
furnish to the Trust in writing such information and affidavits as the Trust reasonably requests for use in connection with any
such Registration Statement or Prospectus and, shall indemnify, to the fullest extent permitted by law, the Trust, its officers,
trustees, Affiliates, and each Person who “controls” the Trust within the meaning of the Securities Act (excluding
the Advisor to the extent that the Advisor is the Holder of the Registrable Common Shares), against all losses, claims, damages,
liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the case of the
Prospectus in the light of the circumstances under which they were made, not misleading, but only to the extent that the same are
made in reliance and in conformity with information relating to such Holder furnished in writing to the Trust by such Holder expressly
for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Prospectus
or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Trust has furnished
such Holder with a sufficient number of copies of the same; provided, however, that the obligation to indemnify shall
be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited
to the net amount received by such Holder from the sale of Registrable Common Shares pursuant to such Registration Statement.


 


(c)         Any
Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist with respect to such claim, such indemnifying party shall assume the
defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying
party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent
will not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for each party indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be
one or more legal or equitable defenses available to such indemnified party which are in addition to or may conflict with those
available to another indemnified party with respect to such claim. Failure to give prompt written notice shall not release the
indemnifying party from its obligations hereunder. No indemnifying party shall, without the prior written consent of the indemnified
party, consent to entry of any judgment or enter into any settlement or other compromise (i) which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation or (ii) which includes any statement of admission of fault, culpability or failure to act by or on behalf of
such indemnified party.


 


(d)         The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive
the transfer of securities or the termination of this Agreement.


 






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(e)         If
the indemnification provided for in or pursuant to this Section 7 is unavailable, unenforceable or insufficient to hold harmless
any indemnified Person in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified
Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements
or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations.
The relative fault of the indemnifying party on the one hand and of the indemnified Person on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and by
such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
In no event shall the liability of any selling Holder be greater in amount than the amount of net proceeds received by such Holder
upon such sale or the amount for which such indemnifying party would have been obligated to pay by way of indemnification if the
indemnification provided for under Section 7(a) or 7(b) hereof had been available under the circumstances. The indemnity and contribution
agreements contained in this Section 7 are in addition to any liability which the indemnifying Persons may otherwise have to the
indemnified Persons hereunder, under applicable law or at equity.


 


Section 8.          Participation
in Underwritten Registrations.


 


No Person may participate in any registration
hereunder that is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting agreements, opinions and other documents required under
the terms of such underwriting arrangements.


 


Section 9.          Rule
144.


 


The Trust covenants that it will file the
reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC
thereunder in accordance with the requirements of the Securities Act and the Exchange Act, and it will take such further action
as any Holder may reasonably request to make available adequate current public information with respect to the Trust meeting the
current public information requirements of Rule 144(c) under the Securities Act (to the extent such information is available),
to the extent required to enable such Holder to sell Registrable Common Shares without registration under the Securities Act within
the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time,
or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Trust will deliver to such
Holder a written statement as to whether it has complied with such information and requirements.


 






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Section 10.          Miscellaneous.


 


(a)         Notices.
All notices and other communications hereunder shall be in writing 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:


 


If to the Trust:


 


United Development Funding IV

The United Development Funding Building Suite 100

1301 Municipal Way

Grapevine, Texas 76051

Attention: Chief Executive Officer


 


If 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 10(a). If to a transferee Holder, to the address of
such Holder set forth in the transfer documentation provided to the Trust; or such other address or facsimile number as such party
(or transferee) may hereafter specify for the purpose by notice to the other parties.


 


(b)         No
Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided
by law.


 


(c)         Expenses.
Except as otherwise provided for herein or otherwise agreed to in writing by the parties, all costs and expenses incurred in connection
with the preparation of this Agreement shall be paid by the Trust.


 


(d)         Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, it being understood that subsequent Holders of the Registrable Common Shares are intended third
party beneficiaries hereof.


 






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(e)         Governing
Law. This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed
and interpreted in accordance with, the law of the State of Texas, without regard to principles of conflicts of law.


 


(f)         Jurisdiction.
Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County of Dallas,
Texas, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action
or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without
limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective
service of process on such party.


 


(g)         Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(h)         Counterparts;
Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


(i)         Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement
and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the transactions
contemplated herein. No provision of this Agreement or any other agreement contemplated hereby is intended to confer on any Person
other than the parties hereto any rights or remedies.


 


(j)         Captions.
The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.


 


(k)         Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination,
the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the fullest extent possible.


 






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(l)         Amendments.
The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given without the prior written consent of the Holders
of a majority of the Registrable Common Shares; provided that the consent or agreement of the Trust shall be required with
regard to any termination, amendment, modification or supplement of, or waivers or consents to departures from, the terms hereof,
which affect the Trust’s obligations hereunder.


 




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IN WITNESS WHEREOF, this Registration Rights
Agreement has been duly executed by each of the parties hereto as of the date first written above.


 


	 	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