0001493152-20-013601 Sample Contracts

EMERSON EQUITY, LLC FORM OF DEALER MANAGER AGREEMENT March 16, 2020
Dealer Manager Agreement • July 20th, 2020 • Investment Grade R.E. Income Fund, L.P. • Real estate • California

Investment Grade R.E. Income Fund, LP (the “Company”) a Delaware, limited partnership. The Company proposes to offer up to 40,000 units (the “Offering”) of limited partnership units of the Company (the “Units”). Each Unit will be sold at a public offering price of $1,000 per Unit.

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THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF INVESTMENT GRADE R.E. INCOME FUND, L.P., A DELAWARE LIMITED PARTNERSHIP April 17, 2020
Limited Partnership Agreement • July 20th, 2020 • Investment Grade R.E. Income Fund, L.P. • Real estate • Delaware

THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF INVESTMENT GRADE R.E. INCOME FUND, L.P., A DELAWARE LIMITED PARTNERSHIP (this “Agreement”) is effective as of January 10, 2020, the date that IGRE Capital Holdings, LLC, a Delaware limited liability company (the “General Partner”), whose address is 831 State Street, Suite 280, Santa Barbara, CA 93101, executed this Agreement. This Agreement shall be binding upon each of the limited partners who execute this Agreement, and whose names shall then be inserted on Exhibit A, attached hereto and incorporated herein (collectively referred to as the “Limited Partners”). The General Partner and Limited Partners are referred to collectively herein as the “Partners.”

ESCROW AGREEMENT
Escrow Agreement • July 20th, 2020 • Investment Grade R.E. Income Fund, L.P. • Real estate • California

This Escrow Agreement (“Agreement”) is entered into as of June 22, 2020 by Investment Grade R.E. Income Fund, L.P., (the “Sponsor”), Emerson Equity, LLC (the “Managing Dealer”), and First Foundation Bank, a California state banking corporation (in its capacity as escrow holder the “Escrow Agent”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 20th, 2020 • Investment Grade R.E. Income Fund, L.P. • Real estate • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date entered into below, by and between the undersigned (the “Subscriber”) and Investment Grade R.E. Income Fund, LP, a Delaware limited partnership (the “Issuer”).

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