EX-10.2 FORM OF ADVISORY AGREEMENT



 





EXHIBIT 10.2




FORM OF ADVISORY AGREEMENT




     THIS ADVISORY AGREEMENT (this “Agreement”), dated as of                                          , 2007 and effective as
of the date the Registration Statement (as defined below) is declared effective by the Securities
and Exchange Commission (the “Effective Date”), is by and among REITPlus, Inc., a Maryland
corporation (the “Company”), REITPlus Operating Partnership, LP, a Delaware limited partnership
(the “Partnership”), and REITPlus Advisor, Inc., a Delaware corporation.



BACKGROUND




     A. The Company has filed with the Securities and Exchange Commission a Registration Statement
on Form S-11 (the “Registration Statement”) covering the initial public offering of its common
stock, par value $0.01 per share (the “Shares”).



     B. The Company intends to qualify as a REIT (as defined below), and intends to invest its
funds in investments permitted by the terms of the Company’s Articles of Incorporation and Sections
856 through 860 of the Code (as defined below).



     C. The Company is the general partner of the Partnership and intends to conduct substantially
all of its business and make all of its investments in Properties through the Partnership.



     D. The Company and the Partnership desire to avail themselves of the experience, sources of
information, advice, assistance and certain facilities of and available to the Advisor (as defined
below) and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on
behalf of, and subject to the supervision of, the Board of Directors of the Company all as provided
herein.



     E. The Advisor is willing to undertake to render such services, subject to the supervision of
the Board of Directors, on the terms and conditions hereinafter set forth.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:



AGREEMENT




     1. Definitions. As used in this Agreement, the following terms have the definitions
hereinafter indicated:



     Acquisition Expenses. Any and all expenses incurred by the Company, the Partnership, the
Advisor, or any Affiliate of either in connection with the selection, evaluation, acquisition,
development and redevelopment of, and investment in Properties, whether or not acquired or made,
including, but not limited to, legal fees and expenses, travel and communications expenses, cost of
appraisals and surveys, nonrefundable option payments on property not acquired, accounting fees and
expenses, computer use related expenses, architectural, engineering and other property reports,
environmental and asbestos audits, title insurance and escrow fees, loan fees or points or any fee
of a similar nature paid to a third party, however designated, transfer taxes, and personnel and
miscellaneous expenses related to the selection, evaluation and acquisition of properties.



     Acquisition Fee. The Acquisition Fee payable to the Advisor as defined in Section 8(a).



 









 





     Advisor. REITPlus Advisor, Inc., a Delaware corporation, or any successor advisor to the
Company and the Partnership to which REITPlus Advisor, Inc. or any successor advisor assigns
substantially all of its functions pursuant to Section 17.



     Affiliate or Affiliated. An Affiliate of another Person includes only the following: (i) any
Person directly or indirectly owning, controlling, or holding with the power to vote ten percent
(10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten
percent (10%) or more of whose outstanding voting securities are directly or indirectly owned,
controlled, or held, with power to vote, by such other Person; (iii) any Person directly or
indirectly controlling, controlled by, or under common control with such other Person; (iv) any
executive officer, director, trustee, or general partner of such other Person; and (v) any legal
entity for which such Person acts as an executive officer, director, trustee, or general partner.
An entity shall not be deemed to control or be under common control with an Advisor-sponsored
program unless (i) the entity owns ten percent (10%) or more of the voting equity interests of such
program or (ii) a majority of the board of directors (or equivalent governing body) of such program
is comprised of Affiliates of the entity.



     Appraised Value. Value according to an appraisal made by an Independent Appraiser.



     Articles of Incorporation. The Articles of Incorporation of the Company under Title 2 of the
Corporations and Associations Article of the Annotated Code of Maryland dated as of April 12, 2007,
as amended from time to time.



     Asset Management Fee. The Asset Management Fee payable to the Advisor as defined in Section
8(b).



     Average Invested Assets. For a specified period, the average of the aggregate Book Value of
the assets of the Company invested, directly or indirectly, in Properties, before reserves for
depreciation, bad debts or other similar non-cash reserves, computed by taking the average of such
values at the end of each month during such period.



     Board of Directors or Board. The persons holding such office, as of any particular time,
under the Articles of Incorporation of the Company, whether they be the Directors named therein or
additional or successor Directors.



     Book Value. The value of an asset on the books of the Company, before allowance for
depreciation or amortization.



     Bylaws. The bylaws of the Company, as amended from time to time.



     Capped O&O Expenses. All Organization and Offering Expenses other than selling commissions,
the dealer manager fee and the due diligence reimbursement as described under “Plan of
Distribution” to the Registration Statement.



     Cause. With respect to the termination of this Agreement, fraud, criminal conduct, willful
misconduct or willful or grossly negligent breach of fiduciary duty by the Advisor, or a material
breach of this Agreement by the Advisor, provided that (i) the Advisor does not cure any such
material breach within thirty (30) days after receiving notice of such material breach from the
Company or the Partnership, or (ii) such material breach is not of a nature that can be remedied
within such period.



     Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute
thereto. Reference to any provision of the Code shall mean such provision as in effect from time
to time,



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as the same may be amended, and any successor provision thereto, as interpreted by any
applicable regulations as in effect from time to time.



     Company. REITPlus, Inc., a Maryland corporation.



     Competitive Real Estate Commission. A real estate or brokerage commission for the purchase or
sale of a property which is reasonable, customary and competitive in light of the size, type and
location of the property.



     Contract Purchase Price. The amount actually paid or allocated in respect of the purchase,
development, construction or improvement of a Property, in each case exclusive of Acquisition Fees
and Acquisition Expenses.



     Contract Sales Price. The total consideration received by the Company for the sale of a
Property exclusive of the applicable Real Estate Sales Commission.



     Director. A member of the Board of Directors of the Company.



     Distributions. Any distributions of money or other property by the Company to owners of
Shares, including distributions that may constitute a return of capital for federal income tax
purposes.



     Financing Coordination Fee. The Financing Coordination Fee payable to the Advisor as defined
in Section 8(e).



     Fiscal Year. Any period for which any income tax return is submitted by the Company to the
Internal Revenue Service and which is treated by the Internal Revenue Service as a reporting
period.



     Good Reason. With respect to the termination of this Agreement, (i) any failure to obtain a
satisfactory agreement from any successor to the Company and the Partnership to assume and agree to
perform the Company’s and the Partnership’s obligations under this Agreement or (ii) any material
breach of this Agreement by the Company, provided that (x) the Company does not cure such material
breach within thirty (30) days after receiving notice of such material breach from the Advisor or
(y) such material breach is not of a nature that can be remedied within such period.



     Gross Income. All cash receipts derived from the operation of any Property, excluding (i)
tenant security deposits unless and until such deposits are forfeited upon a tenant default and
(ii) proceeds from insurance claims, condemnation proceedings, sales or refinancings.



     Gross Offering Proceeds. The aggregate purchase price of all Shares sold for the account of
the Company through an Offering, without deduction for volume discounts or Organization and
Offering Expenses. For the purpose of computing Gross Offering Proceeds, the purchase price of any
Share for which reduced selling commissions are paid to the dealer manager or a soliciting dealer
(where net proceeds to the Company are not reduced) shall be deemed to be the full amount of the
offering price per Share pursuant to the prospectus for such Offering without reduction.



     Independent Appraiser. A person or entity with no material current or prior business or
personal relationship with the Advisor or the Directors, who is engaged to a substantial extent in
the business of rendering opinions regarding the value of assets of the type held by the Company,
and who is a qualified appraiser of real estate as determined by the Board. Membership in a
nationally recognized appraisal society such as the American Institute of Real Estate Appraisers or
the Society of Real Estate Appraisers shall be conclusive evidence of such qualification.



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     Independent Director. A Director who is not and within the last two years has not been
directly or indirectly associated with the Advisor by virtue of (i) ownership of an interest in the
Advisor or its Affiliates, (ii) employment by the Advisor or its Affiliates, (iii) service as an
officer or director of the Advisor or its Affiliates, (iv) performance of services, other than as a
Director, for the Company, (v) service as a director or trustee of more than three REITs advised by
the Advisor, or (vi) maintenance of a material business or professional relationship with the
Advisor or any of its Affiliates. A business or professional relationship is considered material
if the gross income derived by the Director from the Advisor and Affiliates (excluding fees for
serving as a director of the Company or other REIT or real estate programs organized or advised by
the Advisor or its Affiliates) exceeds five percent (5%) of either the Director’s annual gross
income during either of the last two years or the Director’s net worth on a fair market value
basis. An indirect relationship shall include circumstances in which a Director’s spouse, parents,
children, siblings, mothers or fathers-in-law, sons or daughters-in-law, or brothers or
sisters-in-law is or has been associated with the Advisor, any of its Affiliates, or the Company.



     Joint Venture. Any joint venture, partnership, limited liability company or other Affiliate
of the Company (other than the Partnership) that owns, in whole or in part on behalf of the
Company, any Properties.



     Lease Fee. The Lease Fee payable to the Advisor or an Affiliate of the Advisor as the
Property Manager as defined in Section 8(d).



     Listing. The term “Listing” shall mean that the Shares have been approved for trading on a
national securities exchange. Upon such Listing, the Shares shall be deemed Listed.



     NASAA Guidelines. The NASAA Statement of Policy Regarding Real Estate Investment Trusts as in
effect on the date hereof.



     Net Income. For any period, the total revenues applicable to such period, less the total
expenses applicable to such period excluding additions to reserves for depreciation, bad debts or
other similar non-cash reserves; provided, however, Net Income for purposes of calculating total
allowable Operating Expenses (as defined herein) shall exclude the gain from the sale of the
Company’s assets.



     Offering. Any offering of Shares that is registered with the SEC, excluding Shares offered
under any employee benefit plan.



     Offering Stage. The period from the commencement of the Company’s initial public equity
offering through the termination of the Company’s last public equity offering prior to Listing.
For purposes of this definition, “public equity offering” does not include offerings on behalf of
selling stockholders or offerings related to a distribution reinvestment plan, employee benefit
plan or the redemption of interests in the Partnership.



     Operating Expenses. All costs and expenses incurred by the Company, as determined under
generally accepted accounting principles, which in any way are related to the operation of the
Company or to Company business, including fees paid to the Advisor, but excluding (i) the expenses
of raising capital such as Organization and Offering Expenses, legal, audit, accounting,
underwriting, brokerage, listing, registration, and other fees, printing and other such expenses
and tax incurred in connection with the issuance, distribution, transfer, registration and Listing
of the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as
depreciation, amortization and bad loan reserves, (v) incentive fees paid in compliance with
Section IV.F of the NASAA Guidelines and (vi) Acquisition Fees and Acquisition Expenses, real
estate commissions on resale of property, and other expenses connected with the acquisition,
disposition, and ownership of real estate interests, mortgage loans or other property (such



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as the costs of foreclosure, insurance premiums, legal services, maintenance, repair and
improvement of property).



     Organization and Offering Expenses. Any and all costs and expenses, including selling
commissions, the dealer manager fee and the due diligence expense reimbursement, incurred by the
Advisor or any Affiliate in connection with the formation, qualification and registration of the
Company and the marketing and distribution of the Shares, including, without limitation, the
following: total underwriting and brokerage discounts and commissions (including fees of the
underwriter’s attorneys); printing, engraving, mailing and distributing costs; salaries of
employees while engaged in sales activity; telephone and other telecommunications costs; all
advertising and marketing expenses (including the costs related to investor and broker-dealer sales
meetings); charges of transfer agents, registrars, trustees, escrow holders, depositories and
experts; and fees, expenses and taxes related to the filing, registration and qualification of the
sale of the Shares under federal and state laws, including accountants’ and attorneys’ fees.



     Partnership. REITPlus Operating Partnership, LP, a Delaware limited partnership formed to own
and operate properties on behalf of the Company.



     Partnership Agreement. The Agreement of Limited Partnership of the Partnership, as amended
from time to time, between the Company, as General Partner, the Advisor, as a Limited Partner, and
REITPlus Holdings, LLC, as the holder of the special units of the Partnership.



     Person. An individual, corporation, partnership, estate, trust (including a trust qualified
under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or
to be used exclusively for the purposes described in Section 642(c) of the Code, association,
private foundation within the meaning of Section 509(a) of the Code, joint stock company or other
entity, or any government or any agency or political subdivision thereof, and also includes a group
as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended.



     Property or Properties. Any land, rights in land (including leasehold interests), and any
buildings, structures, improvements, furnishings, fixtures and equipment located on or used in
connection with land and rights or interests in land, or any portion thereof, transferred or
conveyed to the Company or the Partnership, either directly or indirectly.



     Property Management Fee. The Property Management Fee payable to the Advisor or an Affiliate
of the Advisor as the Property Manager as defined in Section 8(d).



     Property Manager. Any entity that has been retained to perform and carry out property rental,
leasing, operation and management services at one or more of the Properties, excluding Persons or
independent contractors retained or hired to perform facility management or other services or tasks
at a particular Property.



     Real Estate Sales Commission. The fee payable to the Advisor under certain circumstances in
connection with the Sale of one or more Properties pursuant to Section 8(c).



     REIT. A real estate investment trust under Sections 856 through 860 of the Code.



     Sale or Sales. (i) Any transaction or series of transactions whereby: (A) the Company or the
Partnership (except as described in other subsections of this definition) sells, grants, transfers,
conveys, or relinquishes its ownership of any Property or portion thereof, including the lease of
any Property consisting of the building only, and including any event with respect to any Property
which gives rise to a



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significant amount of insurance proceeds or condemnation awards; (B) the Company or the
Partnership (except as described in other subsections of this definition) sells, puts, transfers,
conveys, or relinquishes its ownership of all or substantially all of the interest of the Company
or the Partnership in any joint venture in which it is a co-venturer or partner; (C) any joint
venture (except as described in other subsections of this definition) in which the Company or the
Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its
ownership of any Property or portion thereof, including any event with respect to any Property
which gives rise to insurance claims or condemnation awards; (D) the Company or the Partnership
directly or indirectly (except as described in other subsections of this definition) sells, grants,
conveys or relinquishes its interest in any loan or mortgage or any portion thereof (including with
respect to any mortgage or loan, all payments thereunder or in satisfaction thereof other than
regularly scheduled interest payments) of amounts owed pursuant to such loan or mortgage and any
event which gives rise to the payment of a significant amount of insurance proceeds or condemnation
or similar award; or (E) the Company or the Partnership directly or indirectly (except as described
in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its
ownership of any other Property not previously described in this definition or any portion thereof,
but (ii) not including any transaction or series of transactions specified in clause (i)(A),
(i)(B), (i)(C), (i)(D) or (i)(E) above in which the proceeds of such transaction or series of
transactions are reinvested in one or more Properties within one hundred eighty (180) days
thereafter.



     Stockholders. The registered holders of the Shares.



     Total Development Cost. With regard to any Property acquired by the Company prior to or
during the development or acquisition stages, all costs and expenses paid or incurred by the
Company that are in any way related to the development or redevelopment of such Property,
including, but not limited to, land and construction costs.



     2%/25% Guidelines. The requirement pursuant to the NASAA Guidelines that, in any twelve
(12)-month period, total Operating Expenses not exceed the greater of two percent (2%) of the
Company’s Average Invested Assets during such twelve (12)-month period or twenty-five percent (25%)
of the Company’s Net Income over the same twelve (12)-month period.



     2. Appointment. Each of the Company and the Partnership appoints the Advisor to serve
as its advisor and asset manager as of the Effective Date, on the terms and conditions set forth in
this Agreement, and the Advisor accepts such appointment as of the Effective Date.



     3. Duties and Authority of the Advisor. The Advisor undertakes to use its reasonable
efforts (1) to present to the Company and the Partnership potential investment opportunities in
order to provide a continuing and suitable investment program consistent with the investment
objectives and policies of the Company as determined and adopted from time to time by the Board and
(2) to manage, administer, promote, maintain and improve the Properties on an overall portfolio
basis in a diligent manner. The services of the Advisor are to be of scope and quality not less
than those generally performed by professional asset managers of other similar property portfolios.
The Advisor shall make available the full benefit of the judgment, experience and advice of the
members of the Advisor’s organization and staff with respect to the duties it will perform under
this Agreement. The Advisor or the Company may engage a Property Manager, which may include
Affiliates of the Advisor, to manage, promote and lease the Properties. To facilitate the
Advisor’s performance of these undertakings, but subject to the restrictions included in Sections 4
and 7 and to the continuing and exclusive authority of the Board and the General Partner of the
Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and
the Advisor hereby agrees to, either directly or by engaging an Affiliate:



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     (a) serve as the Company’s and the Partnership’s investment and financial advisor and, as
requested by the Board, provide research and economic and statistical data in connection with the
Company’s assets and investment policies;



     (b) provide the daily management of the Company and the Partnership and perform and supervise
the various administrative functions reasonably necessary for the management of the Company and the
Partnership;



     (c) maintain and preserve the books and records of the Company, including (i) a stock ledger
reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) acting as
transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a
third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions
at the Property and Company levels;



     (d) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct
business with such Persons as the Advisor deems necessary to the proper performance of its
obligations hereunder, including but not limited to consultants, accountants, correspondents,
lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow
agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks,
builders, developers, property owners, real estate management companies, real estate operating
companies, securities investment advisors, mortgagors, and any and all agents for any of the
foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by
the Advisor necessary or desirable for the performance of any of the foregoing services, including
but not limited to entering into contracts in the name of the Company and the Partnership with any
of the foregoing;



     (e) consult with the officers of the Company and the Board and assist the Board in the
formulation and implementation of the Company’s financial policies, and, as necessary, furnish the
Board with advice and recommendations with respect to the making of investments consistent with the
investment objectives and policies of the Company and in connection with any borrowings proposed to
be undertaken by the Company and the Partnership;



     (f) select joint venture partners, structure corresponding agreements and oversee and monitor
these relationships;



     (g) recommend to the Board of Directors appropriate transactions which would provide liquidity
to the Stockholders;



     (h) oversee the performance by a third party or affiliated Property Manager of its duties,
including collection of payments due from third parties under contracts related to use of any
Property and other assets of the Company and payment of Property expenses and maintenance;



     (i) conduct periodic on-site visits to some or all (as the Advisor deems reasonably necessary)
of the Properties to inspect the physical condition of the Properties and to evaluate the
performance of a third party or affiliated Property Manager of its duties;



     (j) review, analyze and comment upon the operating budgets, capital budgets and leasing plans
prepared and submitted by a third party or affiliated Property Manager and aggregate these property
budgets into the Company’s overall budget;



     (k) review and analyze on-going financial information pertaining to each Property and the
overall portfolio of Properties;



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     (l) if a transaction requires approval by the Board of Directors, deliver to the Board of
Directors all documents requested by them in their evaluation of the proposed investment in the
Property;



     (m) formulate and oversee the implementation of strategies for the administration, promotion,
management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and
disposition of Properties on an overall portfolio basis;



     (n) subject to the provisions of Sections 3(l) and 4 hereof, (i) locate, analyze and select
potential investments in Properties, (ii) structure and negotiate the terms and conditions of
transactions pursuant to which investment in Properties will be made, (iii) make investments in
Properties on behalf of the Company or the Partnership in compliance with the investment objectives
and policies of the Company, (iv) arrange for financing and refinancing and make other changes in
the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or
otherwise deal with the investments in, Property, (v) enter into leases, supply agreements and
other income-producing contracts relating to third party use of any Property and other assets of
the Company, (vi) enter into service contracts for any Property, including oversight of Affiliated
companies that perform property management services for the Company and the Partnership, (vii) if
applicable, oversee a non-affiliated Property Manager and any other non-affiliated Persons who
perform services for the Company and (viii) to the extent necessary, perform all other operational
functions for the maintenance and administration of such Property;



     (o) obtain the prior approval of the Board, any particular Directors specified by the Board or
any committee of the Board, as the case may be, for any and all investments in Properties;



     (p) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to
be made to the Company, and negotiate on behalf of the Company and the Partnership with investment
banking firms and broker-dealers or negotiate private sales of Shares and other securities or
obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor
shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable
to third parties incurred by the Advisor in connection with the foregoing shall be the
responsibility of the Company or the Partnership;



     (q) on behalf of the Company and the Partnership, maintain, with respect to any Property and
to the extent available, title insurance or other assurance of title and customary fire, casualty
and public liability insurance;



     (r) obtain reports (which may be prepared by the Advisor or its Affiliates), where
appropriate, concerning the value of investments or contemplated investments of the Company and the
Partnership in Properties;



     (s) from time to time, or at any time reasonably requested by the Board, provide information
or make reports to the Board related to its performance of services to the Company and the
Partnership under this Agreement;



     (t) from time to time, or at any time reasonably requested by the Board, make reports to the
Board of the investment opportunities it has presented to other Advisor-sponsored programs or that
it has pursued directly or through an Affiliate;



     (u) provide the Company and the Partnership with all necessary cash management services;




     (v) deliver to or maintain on behalf of the Company copies of all appraisals obtained in
connection with the investments in Properties as may be required to be obtained by the Board;



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     (w) notify the Board of all proposed material transactions before they are completed;




     (x) at the direction of Company management, prepare the Company’s periodic reports and other
filings made under the Securities Exchange Act of 1934, as amended, and the Company’s
Post-Effective Amendments to the Registration Statement as well as all related prospectuses,
prospectus supplements and supplemental sales literature and assist in connection with the filing
of such documents with the appropriate regulatory authorities;



     (y) supervise the preparation and filing and distribution of returns and reports to
governmental agencies and to investors and act on behalf of the Company in connection with investor
relations;



     (z) effect any private placements of Shares or other interests in Properties as may be
approved by the Board;



     (aa) establish and maintain bank accounts on behalf of the Company and the Partnership
pursuant to Section 5 of this Agreement;



     (bb) provide office space, equipment and personnel as required for the performance of the
foregoing services as the Advisor; and



     (cc) do all things it reasonably deems necessary to assure its ability to render the services
described in this Agreement.



     4. Modification or Revocation of Authority of Advisor. The Board may, at any time
upon the giving of notice to the Advisor, modify or revoke the authority or approvals set forth in
Section 3; provided, however, that such modification or revocation shall be effective upon receipt
by the Advisor and shall not be applicable to investment transactions to which the Advisor has
committed the Company and the Partnership prior to the date of receipt by the Advisor of such
notification.



     5. Bank Accounts. At the direction of the Board of Directors, the Advisor may
establish and maintain one or more bank accounts in its own name for the account of the Company and
the Partnership or in the name of the Company and the Partnership and may collect and deposit into
any such account or accounts, and disburse from any such account or accounts, any money on behalf
of the Company and the Partnership, under such terms and conditions as the Board may approve,
provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall
from time to time render appropriate accountings of such collections and payments to the Board and
to the auditors of the Company.



     6. Records; Access. The Advisor shall maintain appropriate records of all its
activities hereunder and make such records available for inspection by the Board and by counsel,
auditors and authorized agents of the Company, at any time or from time to time during normal
business hours. The Advisor shall at all reasonable times have access to the books and records of
the Company and the Partnership.



     7. Limitations on Activities. Anything else in this Agreement to the contrary
notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made
in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the
Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law,
rule, regulation or statement of policy of any governmental body or agency having jurisdiction over
the Company or the Partnership, its Shares or its other securities, or otherwise not be permitted
by the



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Articles of Incorporation or Bylaws of the Company, except if such action shall be ordered by
the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of
the potential impact of such action and shall refrain from taking such action until it receives
further clarification or instructions from the Board. In such event the Advisor shall have no
liability for acting in accordance with the specific instructions of the Board so given.
Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders,
and stockholders, directors and officers of the Advisor’s Affiliates shall not be liable to the
Company, the Partnership, the Board or to the Stockholders for any act or omission by the Advisor,
its directors, officers, employees or stockholders, or stockholders, directors or officers of the
Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this
Agreement except as provided in Sections 19 and 20 of this Agreement.



     8. Fees.




     (a) Acquisition Fee. The Advisor or its Affiliates shall receive as compensation for services
rendered in connection with the investigation, selection and acquisition of Properties (by
purchase, investment or exchange) an acquisition fee by the Company (the “Acquisition Fee”). The
total Acquisition Fee paid to the Advisor or its Affiliates for services provided by the Advisor,
its Affiliates or sub-contractors thereof shall not exceed 2.25% of the Contract Purchase Price of
a Property acquired directly or indirectly by the Company and in the operational stage that will
not be developed or redeveloped. The total Acquisition Fee paid to the Advisor or its Affiliates
for services provided by the Advisor, its Affiliates or sub-contractors thereof, for a Property
acquired directly or indirectly by the Company for the purpose of being developed or redeveloped,
shall be 6.0% of the Total Development Cost up to $10,000,000, 5.0% of the Total Development Cost
from $10,000,000 to $20,000,000, and 4.0% of the Total Development Cost in excess of $20,000,000.
At the Advisor’s discretion, a portion of the Acquisition Fee may be paid to third-party developers
for services rendered. Acquisition Fees shall be payable on the acquisition of a specific
Property, on the acquisition of a portfolio of Properties through a purchase of assets, controlling
securities or by joint venture, by a merger or similar business combination or other comparable
transaction, or on the completion of development of a Property or Properties for the Company.
However, the total of all Acquisition Fees and Acquisition Expenses payable with respect to any
Properties shall not exceed six percent (6%) of the Contract Purchase Price or the Total
Development Cost (as applicable) of such Properties unless fees in excess of such amount are
approved by a majority of the Board of Directors, including a majority of the Independent
Directors.



     (b) Asset Management Fee. The Advisor shall be paid a monthly fee for the services rendered
in connection with the management of the Company’s assets (the “Asset Management Fee”) in an amount
equal to one-twelfth of one percent (1.0%) of the Average Invested Assets calculated as of the
close of business on the last day of each preceding month.



     (c) Real Estate Sales Commission. If the Advisor or an Affiliate of the Advisor provides a
substantial amount of the services (as determined by a majority of the Independent Directors) in
connection with the Sale of one or more Properties, the Advisor or such Affiliate shall receive at
closing a real estate sales commission equal to fifty percent (50%) of a Competitive Real Estate
Commission given the circumstances surrounding the sale; provided, that such amount shall not
exceed three percent (3.0%) of the Contract Sales Price of such Property or Properties (the “Real
Estate Sales Commission”). In each case in which a Real Estate Sales Commission may be payable,
the precise amount of the fee within the limits set forth in the preceding sentence shall be
determined by the Board, including a majority of the Independent Directors, based upon the extent
of the services provided by the Advisor or its Affiliate and market norms for the services
provided. Notwithstanding anything to the contrary herein, no Real Estate Sales Commission shall
be payable to the Advisor or its Affiliate for Property Sales if such Sales involve the Company
selling all or substantially all of its Properties in one or more transactions designed to
effectuate a business combination transaction (as opposed to a Company liquidation, in which case
the



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Real Estate Sales Commission would be payable if the Advisor or an Affiliate provides a
substantial amount of services as provided above). Any Real Estate Sales Commission payable under
this section may be paid in addition to real estate commissions paid to non-Affiliates, provided
that the total real estate commissions (including such Real Estate Sales Commission) paid to all
Persons by the Company for each Property shall not exceed an amount equal to the lesser of (i) six
percent (6%) of the Contract Sales Price of the Property or (ii) the Competitive Real Estate
Commission for the Property.



     (d) Property Management Fee; Lease Fee. Either the Advisor or an Affiliate of the Advisor as
the Property Manager shall receive a monthly property management fee equal to four percent (4%) of
the monthly Gross Income from each Property (the “Property Management Fee”). The Property Manager
may engage third parties to provide some or all of the property management services for the
Properties, and will be responsible for the supervision of any third party property managers and
for the payment of any compensation to such third parties. In addition, the Advisor or an
Affiliate of the Advisor as the Property Manager may receive a separate fee for any leasing
activities in an amount not to exceed the fee customarily charged in arm’s length transactions by
others rendering similar services in the same geographic area for similar properties, as determined
by a survey of brokers and agents in such area (the “Lease Fee”).



     (e) Financing Coordination Fee. The Advisor shall receive a fee for providing services in
connection with the origination or refinancing of any debt financing obtained that the Company or
the Partnership uses to acquire Properties equal to one percent (1.0%) of the amount available
under such financing (the “Financing Coordination Fee”); provided, however, that no Financing
Coordination Fee will be paid in connection with the refinancing of any loan secured by any
Property that was previously subject to a refinancing in which the Advisor received such a fee.
Financing Coordination Fees payable from loan proceeds from permanent financing will be paid to the
Advisor as the Company or the Partnership acquires such permanent financing. However, no Financing
Coordination Fees will be paid on the investments of loan proceeds from any line of credit until
such time as the Company or the Partnership has invested all net offering proceeds. The Advisor
may pay some or all of the Financing Coordination Fees to third parties with whom it subcontracts
to coordinate financing for the Company or the Partnership.



     (f) Changes to Fee Structure. In the event of a Listing, the Company and the Advisor shall
negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.



     9. Expenses.




     (a) Reimbursable Expenses. In addition to the compensation paid to the Advisor pursuant to
Section 8 hereof, the Company or the Partnership shall pay directly or reimburse the Advisor for
all of the expenses paid or incurred by the Advisor (to the extent not reimbursable by another
party, such as the dealer manager) in connection with the services it provides to the Company and
the Partnership pursuant to this Agreement, including, but not limited to:



          (i) the Organization and Offering Expenses; provided, however, that within sixty (60) days
after the end of the month in which an Offering terminates, the Advisor shall reimburse the Company
to the extent (i) Capped O&O Expenses borne by the Company exceed the maximum amount permitted
pursuant to the prospectus for the Offering and (ii) Organization and Offering Expenses borne by
the Company exceed fifteen percent (15%) of the Gross Offering Proceeds raised in a completed
Offering;




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          (ii) Acquisition Fees and Acquisition Expenses incurred in connection with the selection and
acquisition of Properties, subject to the aggregate six percent (6%) cap on Acquisition Fees and
Acquisition Expenses set forth in Section 8(a) above;




          (iii) the actual cost of goods and services used by the Company and obtained from entities not
affiliated with the Advisor, other than Acquisition Expenses;




          (iv) interest and other costs for borrowed money, including discounts, points and other
similar fees;




          (v) taxes and assessments on income of the Company or any of the Properties;




          (vi) costs associated with insurance required in connection with the business of the Company
or by the Board;




          (vii) expenses of managing and operating Properties owned by the Company, whether payable to
an Affiliate of the Company or a non-affiliated Person;




          (viii) all compensation and expenses payable to the Independent Directors and all expenses
payable to the non-Independent Directors in connection with their services to the Company and the
Stockholders and their attendance at meetings of the Directors and the Stockholders;




          (ix) expenses associated with Listing or with the issuance and distribution of securities
other than the Shares, such as selling commissions and fees, advertising expenses, taxes, legal and
accounting fees, listing and registration fees;




          (x) expenses connected with payments of Distributions in cash or otherwise made or caused to
be made by the Company to the Stockholders;




          (xi) expenses of organizing, redomesticating, merging, liquidating or dissolving the Company
or of amending the Articles of Incorporation or the Bylaws;




          (xii) expenses of maintaining communications with Stockholders or their financial advisors,
including the cost of preparation, printing, and mailing annual reports and other Stockholder
reports, proxy statements and other reports required by governmental entities;




          (xiii) administrative service expenses (including (a) personnel costs; provided, however, that
no reimbursement shall be made for costs of personnel to the extent that such personnel perform
services in transactions for which the Advisor receives a separate fee, and (b) the Company’s
allocable share of other overhead of the Advisor such as rent and utilities);




          (xiv) transfer agent and registrar’s fees and charges paid to third parties;




          (xv) expenses associated with the disposition of Properties, including, subject to Section
8(c), real estate commissions;




          (xvi) audit, accounting, legal and other professional fees; and




          (xvii) all other costs and expenses in any way relating to the operations of the Company or
the Partnership or the business of the Company or the Partnership (other than any fees payable to
the Advisor or its Affiliates).




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     (b) Other Services. Should the Board request that the Advisor, any Affiliate of the Advisor
or any director, officer or employee thereof render services for the Company and the Partnership
other than set forth in Section 3, such additional services, if the Advisor elects to perform them,
shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and
the Board, including a majority of the Independent Directors, subject to the limitations contained
in the Articles of Incorporation that such amounts shall not exceed an amount that would be paid to
nonaffiliated third parties for similar services. Any such additional services shall not be deemed
to be services pursuant to the terms of this Agreement.



     (c) Timing of and Limitations on Reimbursements.




          (i) Expenses incurred by the Advisor on behalf of the Company and the Partnership and payable
pursuant to this Section 9 shall be reimbursed no less than monthly to the Advisor. The Advisor
shall prepare a statement documenting the expenses of the Company and the Partnership during each
quarter, and shall deliver such statement to the Company and the Partnership within forty-five (45)
days after the end of each quarter.




          (ii) Notwithstanding anything else in this Section 9 to the contrary, the expenses enumerated
in this Section 9 shall not become reimbursable out of the proceeds of an Offering to the Advisor
unless and until the Company has raised the minimum offering amount, if any, as provided in the
prospectus for the Offering.




          (iii) The Company shall not reimburse the Advisor at the end of any fiscal quarter Operating
Expenses that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the
“Excess Amount”) the 2%/25% Guidelines for such year unless a majority of the Independent Directors
determines that such excess was justified, based on unusual and nonrecurring factors which a
majority of the Independent Directors deems sufficient. If a majority of the Independent Directors
does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a
fiscal quarter shall be repaid to the Company. If a majority of the Independent Directors
determines such excess was justified, then within sixty (60) days after the end of any fiscal
quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed
the 2%/25% Guidelines, the Advisor, at the direction of a majority of the Independent Directors,
shall send to the Stockholders a written disclosure of such fact, together with an explanation of
the factors the Independent Directors considered in determining that such excess expenses were
justified. The Company will ensure that such determination will be reflected in the minutes of the
meetings of the Board of Directors. All figures used in the foregoing computation shall be
determined in accordance with generally accepted accounting principles applied on a consistent
basis.




          (iv) The foregoing reimbursements of expenses, as limited by this Agreement, will be made
regardless of whether any cash distributions are made to the Stockholders.




     10. Statements. The Advisor shall furnish to the Company not later than the thirtieth
(30th) day following the end of each Fiscal Year, a statement showing a computation of
the fees or other compensation payable to the Advisor or an Affiliate of the Advisor with respect
to such Fiscal Year under Sections 8 and 9 hereof. The final settlement of compensation payable
under Sections 8 and 9 hereof for each Fiscal Year shall be subject to adjustments in accordance
with, and upon completion of, the annual audit of the Company’s financial statements.



     11. Internalization of the Advisor. In the event that the Company’s assets and income
are, in the view of the Board of Directors, including a majority of the Independent Directors, of
sufficient size such that internalizing the management functions by the Advisor and the Property
Manager is in the best



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interests of the Stockholders, the compensation payable to the Advisor upon such
internalization shall be agreed upon by the Independent Directors and the Advisor.



     12. Other Activities of the Advisor. Nothing herein contained shall prevent the
Advisor from engaging in other activities, including, without limitation, the rendering of advice
to other Persons (including other REITs) and the management of other programs advised, sponsored or
organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of
any director, officer, employee, or stockholder of the Advisor or its Affiliates to engage in any
other business or to render services of any kind to any other partnership, corporation, firm,
individual, trust or association. The Advisor may, with respect to any investment in which the
Company or the Partnership is a participant, also render advice and service to each and every other
participant therein. The Advisor shall report to the Board the existence of any condition or
circumstance, existing or anticipated, of which it has knowledge, which creates or could create a
conflict of interest between the Advisor’s obligations to the Company and the Partnership and its
obligations to or its interest in any other partnership, corporation, firm, individual, trust or
association.



     13. Information Furnished to the Advisor. The Board of Directors will keep the
Advisor informed concerning the investment and financing policies of the Company. The Board of
Directors shall notify the Advisor promptly of its intention to make any investments or to sell or
dispose of any existing investments. Upon request of the Advisor, the Company shall furnish the
Advisor with a certified copy of any Company financial statements, a signed copy of each report
prepared by independent certified public accountants, and such other information with regard to its
affairs as the Advisor may reasonably request.



     14. Relationship of Advisor and Company. The Company, the Partnership and the Advisor
are not partners or joint venturers with each other, and nothing in this Agreement shall be
construed to make them such partners or joint venturers or impose any liability as such on either
of them.



     15. Term; Renewal of Agreement. This Agreement shall continue in force until the
first anniversary of the Effective Date, subject to an unlimited number of successive one-year
renewals upon mutual consent of the parties. The Company, acting through the Board, will evaluate
the performance of the Advisor annually before renewing the Agreement, and each such renewal shall
be for a term of no more than one year.



     16. Termination.




     (a) By Either Party. This Agreement may be terminated upon sixty (60) days written notice
without cause or penalty, by either party (if by the Company, only upon approval of a majority of
the Independent Directors).



     (b) By the Company. At the sole option of the Company, this Agreement shall be terminated
immediately, subject to the thirty (30)-day cure period for a “for Cause” termination due to a
material breach of this Agreement, upon written notice of termination from the Board of Directors
to the Advisor if any of the following events occur:



          (i) For Cause;




          (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the
Advisor in any involuntary case under the applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Advisor or for any substantial part of its property or
orders the winding up or liquidation of the Advisor’s affairs; or




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          (iii) The Advisor commences a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, or consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the
Advisor or for any substantial part of its property, or makes any general assignment for the
benefit of creditors, or fails generally to pay its debts as they become due.




     The Advisor agrees that if any of the events specified in subsections (ii) or (iii) of this
Section 16(b) occur, it will give written notice thereof to the Company within seven (7) days after
the occurrence of such event.



     (c) By the Advisor. At the sole option of the Advisor, this Agreement shall be terminated
immediately, subject to the thirty (30)-day cure period for a “Good Reason” termination due to a
material breach of this Agreement, upon written notice of termination from the Advisor to the
Company that the Advisor has Good Reason to terminate this Agreement.



     (d) Survival. The provisions of Sections 18 through 31 shall survive termination of this
Agreement.



     17. Assignment. This Agreement shall not be assigned by the Advisor to a
non-Affiliate. This Agreement may be assigned by the Advisor to an Affiliate with the approval of
the Board, including a majority of the Independent Directors. Notwithstanding the foregoing, the
Advisor may assign any rights to receive fees or other payments under this Agreement without
obtaining the approval of the Board. This Agreement shall not be assigned by the Company or the
Partnership without the consent of the Advisor, except in the case of an assignment by the Company
or the Partnership to a corporation or other organization which is a successor to all of the
assets, rights and obligations of the Company or the Partnership, as the case may be, in which case
such successor organization shall be bound hereunder and by the terms of said assignment in the
same manner as the Company and the Partnership is bound by this Agreement.



     18. Payments to and Duties of Advisor Upon Termination. Payments to the Advisor
pursuant to this Section 18 shall be subject to the 2%/25% Guidelines to the extent applicable.



     (a) After the expiration or termination of this Agreement, the Advisor shall not be entitled
to compensation for further services hereunder except it shall be entitled to receive from the
Company within thirty (30) days after the effective date of such termination all unpaid
reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to
termination of this Agreement.



     (b) The Advisor shall promptly upon termination:



          (i) pay over to the Company all money collected and held for the account of the Company
pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its
expenses to which it is then entitled;




          (ii) deliver to the Board a full accounting, including a statement showing all payments
collected by it and a statement of all money held by it, covering the period following the date of
the last accounting furnished to the Board;




          (iii) deliver to the Board all assets and documents of the Company then in the custody of the
Advisor; and




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          (iv) cooperate with the Company to provide an orderly management transition.




     19. Indemnification by the Company.




     (a) The Company shall indemnify and hold harmless the Advisor and its Affiliates, including
their respective officers, directors, partners and employees, from all liability, claims, damages
or losses arising in the performance of their duties hereunder, and related expenses, including
reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related
expenses are not fully reimbursed by insurance, provided that the Company shall not indemnify and
hold harmless the Advisor or its Affiliates unless:



          (i) the Advisor or its Affiliates have determined, in good faith, that the course of conduct
which caused the loss or liability was in the best interests of the Company;




          (ii) the Advisor or its Affiliates were acting on behalf of or performing services for the
Company;




          (iii) such liability or loss was not the result of negligence or misconduct by the Advisor or
its Affiliates; and




          (iv) such indemnification or agreement to hold harmless is recoverable only out of Company’s
net assets and not from its stockholders.



The obligation of the Company to indemnify or hold harmless the Advisor and its Affiliates shall
also be subject to any limitations imposed by Maryland law.




     20. Indemnification by Advisor. The Advisor shall indemnify and hold harmless the
Company from contract or other liability, claims, damages, taxes or losses and related expenses,
including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and
related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s
bad faith, fraud, willful misfeasance, misconduct, or reckless disregard of its duties, but the
Advisor shall not be held responsible for any action of the Board in following or declining to
follow advice or recommendation given by the Advisor.



     21. Fidelity Bond. The Advisor shall not be required to obtain or maintain a fidelity
bond in connection with the performance of its services hereunder.



     22. Notices. Any notice, report or other communication required or permitted to be
given hereunder shall be in writing unless some other method of giving such notice, report or other
communication is required by the Articles of Incorporation, the Bylaws, or accepted by the party to
whom it is given, and shall be given by being delivered by hand or by overnight mail or other
overnight delivery service to the addresses set forth herein:



	 	 	 
	To the Board and to the Company:

	 	REITPlus, Inc.
	 

	 	8 Greenway Plaza, Suite 1000
	 

	 	Houston, Texas 77046
	 

	 	Attention: Chief Executive Officer






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	To the Partnership:

	 	REITPlus Operating Partnership, LP
	 

	 	8 Greenway Plaza, Suite 1000
	 

	 	Houston, Texas 77046
	 

	 	Attention: Chief Executive Officer
of REITPlus, Inc., its General Partner
	 
	 	 
	To the Advisor:

	 	REITPlus Advisor, Inc.
	 

	 	8 Greenway Plaza, Suite 1000
	 

	 	Houston, Texas 77046
	 

	 	Attention: Chief Executive Officer






     Either party may at any time give notice in writing to the other party of a change in its
address for the purposes of this Section 22.



     23. Amendments. This Agreement shall not be changed, modified, terminated, or
discharged, in whole or in part, except by an instrument in writing signed by each of the parties
hereto, or their respective successors or assignees.



     24. Severability. The provisions of this Agreement are independent of and severable
from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue
of the fact that for any reason any other or others of them may be invalid or unenforceable in
whole or in part.



     25. Construction. The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of Maryland.



     26. Entire Agreement. This Agreement contains the entire agreement and understanding
among the parties hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or
written, of any nature whatsoever with respect to the subject matter hereof. The express terms
hereof control and supersede any course of performance and/or usage of the trade inconsistent with
any of the terms hereof. This Agreement may not be modified or amended other than by an agreement
in writing.



     27. Indulgences, Not Waiver. Neither the failure nor any delay on the part of a party
to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude
any other or further exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.



     28. Gender. Words used herein regardless of the number and gender specifically used,
shall be deemed and construed to include any other number, singular or plural, and any other
gender, masculine, feminine or neuter, as the context requires.



     29. Titles Not to Affect Interpretation. The titles of sections and subsections
contained in this Agreement are for convenience only, and they neither form a part of this
Agreement nor are they to be used in the construction or interpretation hereof.



     30. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same instrument. This
Agreement



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shall become binding when the counterparts hereof, taken together, bear the signatures of all
of the parties reflected hereon as the signatories.



[Signatures Appear on Next Page]




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     IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	REITPlus, Inc.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 	 	REITPlus Operating Partnership, LP
	 
	 	 	 	 	 	 	 	 
	 	 	By: REITPlus, Inc., its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	REITPlus Advisor, Inc.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 





[Signature Page to Advisory Agreement]