Filed by Bowne Pure Compliance





Exhibit 4.4




PROMISSORY NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$6,597,500.00
	 	07-09-2008
	 	07-09-2011
	 	05500412-10
	 	6/21
	 	 	 	053	 	 






References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.



	 	 	 	 	 	 	 
	Borrower:

	 	NETREIT, A CALIFORNIA CORPORATION
	 	Lender:
	 	MILE HIGH BANKS
	 

	 	365 S. RANCHO SANTA FE ROAD, SUITE 300
	 	 	 	DTC BRANCH
	 

	 	SAN MARCOS, CA 92078
	 	 	 	8400 E. CRESCENT PKWY #150
	 

	 	 	 	 	 	GREENWOOD VILLAGE, CO 80111
	 

	 	 	 	 	 	(303) 221-5100






	 	 	 	 	 
	Principal Amount: $6,597,500.00
	 	Interest Rate: 6.250%
	 	Date of Note: July 9, 2008






PROMISE TO PAY. NETREIT, A CALIFORNIA CORPORATION (“Borrower”) promises to pay to MILE
HIGH BANKS (“Lender”), or order, in lawful money of the United States of America, the
principal amount of Six Million Five Hundred Ninety-seven Thousand Five Hundred & 00/100
Dollars ($6,597,500.00) or so much as may be outstanding, together with interest at the rate
of 6.250% per annum on the unpaid outstanding principal balance of each advance. Interest
shall be calculated from the date of each advance until repayment of each advance. The
interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT”
section.



PAYMENT. Borrower will pay this loan in full immediately upon Lender’s demand. If no demand is
made, Borrower will pay this loan in one payment of all outstanding principal plus all accrued
unpaid interest on July 9, 2011. In addition, Borrower will pay regular monthly payments of
all accrued unpaid interest due as of each payment date, beginning August 9, 2008, with all
subsequent interest payments to be due on the same day of each month after that. Unless
otherwise agreed or required by applicable law, payments will be applied first to any accrued
unpaid interest; then to principal; then to any unpaid collection costs; and then to any late
charges. The annual interest rate for this Note is computed on a 365/360 basis; that is, by
applying the ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the principal balance
is outstanding. Borrower will pay Lender at Lender’s address shown above or at such other
place as Lender may designate in writing.



PREPAYMENT; MINIMUM INTEREST CHARGE. Borrower agrees that all loan fees and other prepaid
finance charges are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as otherwise required
by law. In any event, even upon full prepayment of this Note, Borrower understands that Lender
is entitled to a minimum interest charge of $25.00. Other than Borrower’s obligation to pay
any minimum interest charge, Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid
interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to
send Lender payments marked “paid in full”, “without recourse”, or similar language. If
Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights
under this Note, and Borrower will remain obligated to pay any further amount owed to Lender.
All written communications concerning disputed amounts, including any check or other payment
instrument that indicates that the payment constitutes “payment in full” of the amount owed or
that is tendered with other conditions or limitations or as full satisfaction of a disputed
amount must be mailed or delivered to: MILE HIGH BANKS, DTC BRANCH, 8400 E. CRESCENT PKWY
#150, GREENWOOD VILLAGE, CO 80111.



LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the
unpaid portion of the regularly scheduled payment or $20.00, whichever is greater.



INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the
interest rate on this Note shall be increased to 24.000% per annum. However, in no event will
the interest rate exceed the maximum interest rate limitations under applicable law.



DEFAULT. Each of the following shall constitute an event of default
(“Event of Default”) under this Note:




Payment Default. Borrower fails to make any payment when due under this Note.




Other Defaults. Borrower fails to comply with or to perform any other term, obligation,
covenant or condition contained in this Note or in any of the related documents or to
comply with or to perform any term, obligation, covenant or condition contained in any
other agreement between Lender and Borrower.




Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan,
extension of credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect any of
Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s
obligations under this Note or any of the related documents.




False Statements. Any warranty, representation or statement made or furnished to Lender by
Borrower or on Borrower’s behalf under this Note or the related documents is false or
misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.




Insolvency. The dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property,
any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against
Borrower.




Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by any
creditor of Borrower or by any governmental agency against any collateral securing the
loan. This includes a garnishment of any of Borrower’s accounts, including deposit
accounts, with Lender. However, this Event of Default shall not apply if there is a good
faith dispute by Borrower as to the validity or reasonableness of the claim which is the
basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice
of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond
for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole
discretion, as being an adequate reserve or bond for the dispute.




Events Affecting Guarantor. Any of the preceding events occurs with respect to any
guarantor, endorser, surety, or accommodation party of any of the indebtedness or any
guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes
or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced
by this Note.




Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the
common stock of Borrower.




Adverse Change. A material adverse change occurs in Borrower’s financial condition, or
Lender believes the prospect of payment or performance of this Note is impaired.




Insecurity. Lender in good faith believes itself insecure.



LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under
this Note and all accrued unpaid interest immediately due, and then Borrower will pay that
amount.



ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower will pay Lender the reasonable costs of such collection. This
includes, subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s
legal expenses, whether or not there is a lawsuit, including without limitation attorneys’ fees
and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also
will pay any court costs, in addition to all other sums provided by law.



GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of Colorado without regard to its
conflicts of law provisions. This Note has been accepted by Lender in the State of Colorado.



CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the
jurisdiction of the courts of BOULDER County, State of Colorado.



DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on
Borrower’s loan and the check or preauthorized charge with which Borrower pays is later
dishonored.



RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff
in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust
accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any
and all such accounts.


 


 









 





	 	 	 	 	 
	 
	 	PROMISSORY NOTE	 	 
	Loan No: 05500412-10
	 	(Continued)
	 	Page 2






LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be
requested orally by Borrower or as provided in this paragraph. All oral requests shall be
confirmed in writing on the day of the request. All communications, instructions, or directions
by telephone or otherwise to Lender are to be directed to Lender’s office shown above. The
following person or persons are authorized to request advances and authorize payments under the
line of credit until Lender receives from Borrower, at Lender’s address shown above, written
notice of revocation of such authority: KENNETH W. ELSBERRY, SECRETARY & CFO of NETREIT, A
CALIFORNIA CORPORATION or JACK K. HEILBRON, PRESIDENT OF NETREIT, A CALIFORNIA CORPORATION.
Borrower agrees to be liable for all sums either: (A) advanced in accordance with the
instructions of an authorized person or (B) credited to any of Borrower’s accounts with Lender.
The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on
this Note or by Lender’s internal records, including daily computer print-outs.



SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s
heirs, personal representatives, successors and assigns, and shall inure to the benefit of
Lender and its successors and assigns.



GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions
or rights of Lender shall not preclude Lender’s right to declare payment of this Note on its
demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the
Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without
losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the
extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Note, and unless otherwise expressly stated in writing, no party who
signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released
from liability. All such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or impair, fail to
realize upon or perfect Lender’s security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such parties also
agree that Lender may modify this loan without the consent of or notice to anyone other than the
party with whom the modification is made. The obligations under this Note are joint and several.



PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE.
BORROWER AGREES TO THE TERMS OF THE NOTE.



BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.



BORROWER:



	 	 	 	 	 
	NETREIT, A CALIFORNIA CORPORATION

 	 
	By:  	/s/ Kenneth W. Elsberry
 	 
	 	 	KENNETH   W.   ELSBERRY,   Secretary & CFO of 	 
	 	 	NETREIT, A CALIFORNIA CORPORATION 	 
	 



LASER PRO Lending, Ver. 5,40,00,003 Corp. Harland Financial Solutions,
 Inc. 1997, 2008.
 All Rights Reserved. — CO I:\CFI\LPL\G01.FC TR-1533 PR.8