FORM OF DEALER MANAGER AGREEMENT AND PARTICIPATING DEALER AGREEMENT THE GC NET LEASE REIT, INC. DEALER MANAGER AGREEMENT Up to 82,500,000 Shares of Common Stock/$821,250,000Dealer Manager Agreement • May 12th, 2009 • Gc Net Lease Reit, Inc. • California
The GC Net Lease REIT, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 82,500,000 shares (the “Shares”) of its common stock, $.001 par value per share (the “Offering”), to be issued and sold for an aggregate purchase price of $825,250,000 (75,000,000 shares to be offered to the public at a purchase price of $10.00 per share and 7,500,000 shares to be offered pursuant to the Company’s distribution reinvestment plan at a purchase price of $9.50 per share). The minimum purchase by any one person shall be 100 Shares except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Griffin Capital Securities, Inc. (the “Dealer Manager”). It is anticipated that the Dealer Manager will enter into Participating Dealer Agreements in the form attached to this Dealer Manager Agreement as Exhibit “A” with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers
FORM OF FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P.Agreement • May 12th, 2009 • Gc Net Lease Reit, Inc. • Delaware
The GC Net Lease REIT Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws 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 August 29, 2008. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of May , 2009 between The GC Net Lease 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.
FORM OF AMENDED AND RESTATED ADVISORY AGREEMENT AMENDED AND RESTATED ADVISORY AGREEMENT BY AND BETWEEN THE GC NET LEASE REIT, INC. AND THE GC NET LEASE REIT ADVISOR, LLCAdvisory Agreement • May 12th, 2009 • Gc Net Lease Reit, Inc. • California
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (the “Advisory Agreement”), dated as of , 2009, is entered into between THE GC NET LEASE REIT, INC., a Maryland corporation (the “Company”), and THE GC NET LEASE REIT ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).
TAX PROTECTION AGREEMENT BY AND AMONG THE GC NET LEASE REIT, INC., THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P., KEVIN A. SHIELDS, DON G. PESCARA AND DAVID C. RUPERT TAX PROTECTION AGREEMENTTax Protection Agreement • May 12th, 2009 • Gc Net Lease Reit, Inc. • California
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2009 by and among THE GC NET LEASE REIT, INC., a Maryland corporation (the “REIT”), THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), KEVIN A. SHIELDS, DON PESCARA, and DAVID RUPERT (each a “Protected Partner” and collectively the “Protected Partners”).
FORM OF MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENTAnd Construction Management Agreement • May 12th, 2009 • Gc Net Lease Reit, Inc. • California
This Master Property Management, Leasing and Construction Management Agreement (“Agreement”) is made and entered into as of the day of May, 2009, by and among The GC Net Lease REIT, Inc., a Maryland corporation (“The GC Net Lease REIT”), The GC Net Lease REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and The GC Net Lease REIT Property Management, LLC, a Delaware limited liability company (“Manager”).
