0001193125-06-230562 Sample Contracts

Institutional REIT, Inc. Primary Dealer Agreement
Primary Dealer Agreement • November 9th, 2006 • Institutional REIT, Inc. • Real estate investment trusts

Wells Investment Securities, Inc., as the dealer manager (“Dealer Manager”) for Institutional REIT, Inc. (the “Company”), a Maryland corporation, invites you, Integrity Investments, Inc. (the “Primary Dealer”), to participate in the distribution of shares of common stock (the “Shares”) of the Company subject to the following terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement between the Dealer Manager and the Company, dated , 2006, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). References to a “Dealer” include the Primary Dealer unless the context clearly indicates to the contrary.

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Advisory Agreement between Institutional REIT, Inc. and Wells Capital, Inc.
Advisory Agreement • November 9th, 2006 • Institutional REIT, Inc. • Real estate investment trusts • Georgia

This Advisory Agreement, dated as of , 2006 (the “Agreement”), is between Institutional REIT, Inc., a Maryland corporation (the “Company”), and Wells Capital, Inc., a Georgia corporation (the “Advisor”).

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