FundCore Institutional Income Trust Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • October 5th, 2010 • FundCore Institutional Income Trust Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2010, by and between FundCore Institutional Income Trust Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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AMENDED AND RESTATED ADVISORY AGREEMENT by and between FundCore Institutional Income Trust Inc. and FundCore Advisor LLC Dated as of October 18, 2010
Advisory Agreement • October 18th, 2010 • FundCore Institutional Income Trust Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of October 18, 2010, by and between FundCore Institutional Income Trust Inc., a Maryland corporation (the “Company”), and FundCore Advisor LLC, a Delaware limited liability company (the “Advisor”).This Amended and Restated Advisory Agreement amends and restates the Original Advisory Agreement.

SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • December 6th, 2010 • FundCore Institutional Income Trust Inc. • Real estate investment trusts • New York

THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of October 20, 2010, (the “Effective Date”) is entered into by and among FundCore Institutional Income Trust, Inc. (the “Company”) and Wells Fargo Bank, N.A., as escrow agent (the “Escrow Agent”).

LOGO] FUNDCORE INSTITUTIONAL INCOME TRUST INC. Up to 75,000,000 Shares of Common Stock FORM OF PRIMARY DEALER AGREEMENT
Primary Dealer Agreement • June 9th, 2010 • FundCore Institutional Income Trust Inc. • New York

This Primary Dealer Agreement (the “Agreement”) is made and entered into as of the day of , 2010 among FundCore Institutional Income Trust Inc., a Maryland corporation (the “Company”), FundCore Advisor LLC, a Delaware limited liability company (the “Advisor”), and Integrity Investments, Inc., a Florida corporation (the “Primary Dealer”).

LOGO] FUNDCORE INSTITUTIONAL INCOME TRUST INC. Up to 75,000,000 Shares of Common Stock FORM OF SELECTED DEALER AGREEMENT
FundCore Institutional Income Trust Inc. • June 9th, 2010 • New York

Integrity Investments, Inc., as the primary dealer (the “Primary Dealer”) for FundCore Institutional Income Trust Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company subject to the following terms:

FIRST AMENDMENT TO SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • October 18th, 2011 • FundCore Institutional Income Trust Inc. • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO SUBSCRIPTION ESCROW AGREEMENT (this “Amendment”), effective as of October 20, 2011, is entered into by and between FundCore Institutional Income Trust, Inc. (the “Company”) and Wells Fargo Bank, N.A., as escrow agent (the “Escrow Agent”).

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