LIMITED PARTNERSHIP AGREEMENT OF CORNERSTONE GROWTH AND INCOME OPERATING PARTNERSHIP, L.P.Limited Partnership Agreement • June 15th, 2007 • Cornerstone Growth & Income REIT, Inc. • Real estate investment trusts • Delaware
Cornerstone Growth and Income Operating Partnership, L.P. (the “Partnership”), was formed as a limited partnership under the law of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on October 17, 2006. This Agreement of Limited Partnership (“Agreement”) is entered into effective as of between Cornerstone Growth and Income REIT, Inc., a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
CORNERSTONE GROWTH AND INCOME REIT, INC. FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • June 15th, 2007 • Cornerstone Growth & Income REIT, Inc. • Real estate investment trusts • California
Cornerstone Growth and Income REIT, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 50,000,000 shares of its common stock, $0.01 par value per share, (the “Shares”), to be issued and sold for an aggregate maximum purchase price of $495,000,000 (40,000,000 Shares to be offered to the public and 10,000,000 Shares to be offered pursuant to the Company’s distribution reinvestment plan (“DRP”)). The Shares are to be sold to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus.
ADVISORY AGREEMENT BY AND BETWEEN CORNERSTONE GROWTH AND INCOME REIT, INC. (“COMPANY”) AND CORNERSTONE LEVERAGED REALTY ADVISORS, LLC (“ADVISOR”)Advisory Agreement • June 15th, 2007 • Cornerstone Growth & Income REIT, Inc. • Real estate investment trusts • California
THIS ADVISORY AGREEMENT, dated as of , 2007 (the “Agreement”), is entered into between CORNERSTONE GROWTH AND INCOME REIT, INC., a Maryland corporation (the “Company”), and CORNERSTONE LEVERAGED REALTY ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).
ESCROW AGREEMENTEscrow Agreement • June 15th, 2007 • Cornerstone Growth & Income REIT, Inc. • Real estate investment trusts • California
Cornerstone Growth and Income REIT, Inc., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) its common stock (the “Stock”) pursuant to a Registration Statement on Form S-11 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”). Pacific Cornerstone Capital, Incorporated, a California corporation (the “Dealer Manager”), will act as dealer manager for the Offering. The Company is entering into this agreement with U.S. Bank National Association (the “Escrow Agent”) to set forth the terms on which you, as Escrow Agent, will hold and disburse the proceeds from subscriptions from the purchase of Stock in the Offering until such time as: (i) in the case of subscriptions received from all persons not affiliated with the Company or its advisor, Cornerstone Leveraged Realty Advisors, LLC (“Non-Affiliates”), other than from Minnesota and New York Subscribers (as defined below) and Pennsylvania Subscribers
CORNERSTONE GROWTH AND INCOME REIT, INC. FORM OF PARTICIPATING BROKER AGREEMENT Up to 50,000,000 Shares of Common StockCornerstone Growth & Income REIT, Inc. • June 15th, 2007 • Real estate investment trusts • California
Cornerstone Growth and Income REIT, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 50,000,000 shares of its common stock, $0.01 par value per share, (the “Shares”) to be issued and sold for an aggregate maximum purchase price of $495,000,000 (40,000,000 Shares to be offered to the public and 10,000,000 Shares to be offered pursuant to the Company’s dividend reinvestment plan (“DRP”)). The Shares are to be sold on a best-efforts basis to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus.
