0000950144-07-006718 Sample Contracts

LIMITED PARTNERSHIP AGREEMENT OF REITPLUS OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP April 23, 2007
Limited Partnership Agreement • July 20th, 2007 • REITPlus, Inc. • Real estate investment trusts • Delaware

This Limited Partnership Agreement (this “Agreement”) is entered into this 23rd day of April, 2007, between REITPlus, Inc., a Maryland corporation (the “General Partner”) and the Original Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

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FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • July 20th, 2007 • REITPlus, Inc. • Real estate investment trusts • Delaware

THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of the [___] day of [ ], 2007, by and between REITPlus, Inc., a Maryland corporation (the “Company”), AmREIT Securities Company (the “Dealer Manager”) and Wells Fargo Bank, N.A., as escrow agent (the “Escrow Agent”).

FORM OF ADVISORY AGREEMENT
Form of Advisory Agreement • July 20th, 2007 • REITPlus, Inc. • Real estate investment trusts • Maryland

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of , 2007 and effective as of the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is by and among REITPlus, Inc., a Maryland corporation (the “Company”), REITPlus Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), and REITPlus Advisor, Inc., a Delaware corporation.

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