LIMITED PARTNERSHIP AGREEMENT OF PASSCO APARTMENT REIT OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP October 1, 2009Limited Partnership Agreement • November 25th, 2009 • Passco Apartment REIT, Inc. • Delaware
This Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into as of October 1, 2009 between Passco Apartment REIT, Inc., a Maryland corporation (the “General Partner”) and the Original Limited Partner set forth on Exhibit A. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 1.
Form of PASSCO APARTMENT REIT, INC. Up to 110,000,000 Shares of Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • November 25th, 2009 • Passco Apartment REIT, Inc. • Delaware
Passco Apartment REIT, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”)110,000,000 shares of its common stock, $.01 par value per share (the “Shares”), of which amount: (i) up to 10,000,000 Shares are to be offered pursuant to the Company’s distribution reinvestment plan for a purchase price of $9.50 per share (the “DRIP”); and (ii) up to 100,000,000 Shares (the “Primary Offering”) are to be issued and sold to the public on a “best efforts” basis through you, Passco Capital, Inc. (the “Dealer Manager”) at an initial offering price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers). 10,000,000 Shares are intended to be offered pursuant to the Company’s dividend reinvestment plan (the “DRIP”). The Company has reserved the right to reallocate the Shares between the Primary Offering and the DRIP.
ADVISORY AGREEMENT by and among PASSCO APARTMENT REIT, INC. and PASSCO ADVISORS, LLCAdvisory Agreement • February 2nd, 2010 • Passco Apartment REIT, Inc. • Real estate investment trusts • Maryland
This Second Amended and Restated Advisory Agreement, dated as of [ ], 2010 (the “Agreement”), is between Passco Apartment REIT, Inc., a Maryland corporation (“PAR”), Passco Apartment REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Passco Advisors, LLC, a California limited liability company (the “Advisor”). PAR, the Operating Partnership and their subsidiaries are collectively referred to herein as the “Company.”
