Exhibit 10.1

STERLING PROPERTIES, LLLP

AMENDED AND RESTATED

UNIT REDEMPTION PLAN

The Board of Trustees (the “Board”) of Sterling Multifamily Trust, a North Dakota real estate investment trust (the “Trust”), as General Partner of Sterling Properties, LLLP, a North Dakota Limited Liability Limited Partnership (the “Limited Partnership”), has adopted a unit redemption plan (the “Redemption Plan”) by which units of the Limited Partnership, par value $0.01 per unit (“Units”), may be redeemed by the Limited Partnership from unitholders subject to certain conditions and limitations. The purpose of this Redemption Plan is to provide limited interim liquidity for unitholders (under the conditions and limitations set forth below) until a liquidity event occurs. No unitholder is required to participate in the Redemption Plan.

1.Redemption of Units. The Trust may, at its sole discretion, acting for itself, or as General Partner of the Limited Partnership, redeem up to an aggregate of $100,000,000 of Shares and/or Units presented to the Trust or Limited Partnership for cash to the extent it has sufficient proceeds to do so and subject to the conditions and limitations set forth herein. Any and all Units redeemed by the Limited Partnership shall be canceled, and will have the status of authorized but unissued Units. Units acquired by the Limited Partnership through the Redemption Plan will not be reissued unless they are first registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and other appropriate state securities laws or otherwise issued pursuant to exemptions from applicable registration requirements of such laws.

2.Redemption Price. The redemption price will be determined by the Board on an annual basis prior to January 1 of each calendar year the Redemption Plan remains in effect.

3.Funding and Operation of Redemption Plan. The Limited Partnership may make purchases under the Redemption Plan quarterly, at its sole discretion, on a pro rata basis.

4.Unitholder Requirements. Any unitholder may request a redemption with respect to all or a designated portion of their Units, subject to the following conditions and limitations:

a.Holding Period. Only Units that have been held by the presenting unitholder for over two (2) years are eligible for redemption by the Limited Partnership. However, the Limited Partnership will waive the holding period for Units to be redeemed in connection with a unitholder’s death. Appropriate legal documentation will be required for redemption requests upon death of a unitholder. Further, the Limited Partnership will waive the holding period for Units held in a 401(k) account.

b.No Encumbrances. All Units presented for redemption must be owned by the unitholder(s) making the presentment, or the party presenting the Units must be authorized to do so by the owner(s) of the Units. Such Units must be fully transferable and not subject to any liens or other encumbrances.

c.Redemption Form. The presentment of Units must be accompanied by a completed Redemption Request form. A copy of the current Redemption Request form is attached hereto as Exhibit “A.” All Unit certificates must be properly endorsed, if such Units are certificated.

d.Deadline for Presentment. All Units presented and all completed Redemption Request forms must be received by the Limited Partnership or any redemption agent on or before the last day of the second month of each calendar quarter in order to have such Units eligible for redemption for that quarter.

e.Redemption Request Withdrawal. A unitholder may withdraw his or her redemption request upon written notice to the Limited Partnership at any time prior to the date of redemption.

f.Ineffective Withdrawal. In the event the Limited Partnership receives a written notice of withdrawal from a unitholder after the Limited Partnership has redeemed all or a portion of such unitholder’s Units, the notice of withdrawal shall be ineffective with respect to the Units already redeemed, but shall be effective with

respect to any of such unitholder’s Units that have not been redeemed. The Limited Partnership shall provide any such unitholder with prompt written notice of the ineffectiveness or partial ineffectiveness of such unitholder’s written notice of withdrawal.

g.Redemption Agent. The Limited Partnership may utilize a registered broker dealer in connection with the redemptions under this Redemption Plan.

h.Termination, Amendment or Suspension of Plan. The Redemption Plan will terminate and the Limited Partnership will not accept Units for redemption in the event the Units are listed on any national securities exchange, the subject of bona fide quotes on any inter-dealer quotation system or electronic communications network or are the subject of bona fide quotes in the pink sheets. Additionally, the Board, in its sole discretion, may terminate, amend or suspend the Redemption Plan if it determines to do so is in the best interest of the Limited Partnership. A determination by the Board to terminate, amend or suspend the Redemption Plan will require the affirmative vote of a majority of the Trustees, including a majority of the independent Trustees. If the Trustees terminate, amend or suspend the Redemption Plan, the Limited Partnership will provide unitholders with thirty (30) days advance written notice and the Limited Partnership will, to the extent applicable, disclose the changes in the appropriate current or periodic report filed with the Securities and Exchange Commission.

5. Miscellaneous.

a.Advisor Ineligible. The Advisor to the Trust, Sterling Management, LLC, shall not be permitted to participate in the Redemption Plan.

b.Liability. The Trust, acting as itself or as General Partner of the Limited Partnership, and any redemption agent shall not have any liability to any unitholder for the value of the unitholder’s Units, the redemption price of the unitholder’s Units, or for any damages resulting from the unitholder’s presentation of his or her Units, the redemption of the Units under this Redemption Plan or from the Trust’s determination not to redeem Units under the Redemption Plan, except as a result from the Trust’s or the redemption agent’s gross negligence, recklessness or violation of applicable law; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights or claims a unitholder may have under federal or state securities laws.

c.Taxes. Unitholders shall have complete responsibility for payment of all taxes, assessments, and other applicable obligations resulting from the Limited Partnership’s redemption of Units.

Redemption Request Form

Entity and Account Number

☐	Sterling Multifamily Trust (Shares)	Acct. No.

	or

☐	Sterling Multifamily Properties, LLLP (Units)	Acct. No.

Account Information


Account Title (Ex: John and Jane Doe, Jt Ten)		SSN or Tax ID


Account Holder(s) Name(s)

Relationship to Account Holder: □ Self □ Joint Tenants □ Custodian □ Beneficiary □ Officer

Redemption Information

Shares or Units are redeemed pursuant to the terms of the applicable Redemption Plan, which I have received and reviewed. I understand that as of [DATE], the redemption price is $[REDEMPTION PRICE] per Share/Unit.

Select one of the following options:

☐	Redeem All Shares/Units (at $[REDEMPTION PRICE]/Share or Unit).

☐	Redeem Shares/Units (at $[REDEMPTION PRICE]/Share or Unit) for a Total of $

Why are you redeeming?

☐	Retirement Income

☐	Significant Purchase

☐	Redemption Due to Owner’s Death

☐	Other:

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Sterling Multifamily Trust | 4340 18^th Ave S, Suite 200, Fargo, ND 58103 | smftir@sretrust.com | 701-373-2717

Method of Payment Information


☐	Please send my redemption payment by check, mailed to the address on file with Computershare. By selecting this option, you confirm that your mailing information on file with Computershare is accurate and up to date.

☐	Please send my redemption payment by Direct Deposit, using the banking information on file with Computershare. If you wish to receive your redemption by Direct Deposit but have not yet added your banking information to your Computershare profile, you must do so prior to submitting this Redemption Request.

☐	I am a Custodian and will include complete payment instructions, including whether payment should be made via check or by wire, with this form.

Attestation & Signature

By signing below, I attest and affirm that I have lawful authority over the above-named Sterling holdings and all information I have provided in this form is accurate and correct. Further, I affirm that the Shares/Units I am requesting to redeem have been held by the account holder(s) for the required holding period (or an exception to the required holding period applies)and that these Shares/Units are not encumbered.


Account Holder:	Joint Account Holder (if applicable):


Signature	Signature


Print Name Date	Print Name	Date

Custodian (if applicable):		Medallion Signature Guarantee


Signature


Print Name	Date



		Required if (1) Shares/Units are held by an IRA, Trust, Corporation, or Partnership; (2) The Shares/Units are held by a grantor, who has passed away, and are being redeemed by one or more of the grantor’s beneficiaries; or (3) if this form is completed by an Attorney-in-Fact on behalf of the owner.

Sterling Multifamily Trust | 4340 18^th Ave S, Suite 200, Fargo, ND 58103 | smftir@sretrust.com | 701-373-2717

Redemption Request Form: Instructions & FAQs

Instructions

Please complete each section of the Redemption Request form, then return the completed form to Sterling Management via email (smftir@sretrust.com) or by mail (Attn: Investor Relations, 4340 18^th Ave S, Suite 200, Fargo, ND 58103). Please ensure that you mail Sterling the original copy if the form contains a Medallion Signature Guarantee.

Typically, investors receive their redemption payment four to six weeks after delivering their redemption request to Sterling. Redemption Requests received during a Transaction Freeze may be delayed by an additional four weeks. Routine Transaction Freezes occur during the four weeks preceding each quarterly dividend date (1/15, 4/15, 7/15, and 10/15) and one week before each SEC filing date (3/11, 4/22, 5/6, 8/5, and 11/4).

If you have any questions or need help completing your Redemption Request, please contact the Investor Relations team at smftir@sretrust.com or by phone at 701-373-2717 and we’ll be happy to assist you.

Frequently Asked Questions

1. How can I update my payment instructions or my address? You can update your payment information by logging into your Computershare Investor Center account.

2. What is a Medallion Signature Guarantee and how do I obtain one? A Medallion Signature Guarantee (“Medallion”) is a method of verifying a requestor’s identity and guaranteeing the value of the security to be redeemed to protect against fraud. Medallions are required by Computershare as part of their compliance with the Securities and Exchange Commission’s (SEC’s) rules and regulations. Computershare cannot accept any alternative to a Medallion. Medallions are only provided by banks, brokerages, and similar organizations; Sterling cannot issue Medallions.

You are required to obtain a Medallion Signature Guarantee in the following situations:

(1) The Shares/Units are held by an IRA, Trust, Corporation, or Partnership; or

(2) The Shares/Units are held by a grantor, who has passed away, and are being redeemed by one or more of the grantor’s beneficiaries; or

(3) The Redemption Request is executed by an Attorney-in-Fact on behalf of the owner.

Sterling Multifamily Trust and its Advisor, Sterling Management, reserve the right to modify this requirement, as permitted by law, any time and without notice.

Most banks offer Medallions to clients who have an existing relationship with that bank (i.e., have a bank account at that institution). The bank will likely ask you to present documentation for proof of your ownership and identity, such as government-issued photo identification. Sterling recommends calling your bank to set up a Medallion appointment ahead of your visit to ensure that (1) your bank will provide a Medallion to you and (2) you bring the correct documentation.

You may need to submit multiple Redemption Requests if your holdings exceed the limit guaranteed by the Medallion. For example, if you have a value of $2,000,000 in holdings, and your bank only offers Medallion Signature Guarantees for a value of $1,000,000, you must complete two Redemption Requests to ensure your holdings are protected.

Sterling Multifamily Trust | 4340 18^th Ave S, Suite 200, Fargo, ND 58103 | smftir@sretrust.com | 701-373-2717