0000950144-07-009791 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • November 1st, 2007 • REITPlus, Inc. • Real estate investment trusts • Delaware

THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of October, 2007, by and between REITPlus, Inc., a Maryland corporation (the “Company”), AmREIT Securities Company (the “Dealer Manager”) and Wells Fargo Bank, N.A., as escrow agent (the “Escrow Agent”).

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FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF REITPLUS OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP October 31, 2007
Limited Partnership Agreement • November 1st, 2007 • REITPlus, Inc. • Real estate investment trusts • Delaware

This First Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into this 31st day of October, 2007, between REITPlus, Inc., a Maryland corporation (the “General Partner”) and the Original Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

ADVISORY AGREEMENT
Advisory Agreement • November 1st, 2007 • REITPlus, Inc. • Real estate investment trusts • Maryland

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of October 30, 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”), REITPlus Advisor, Inc., a Delaware corporation, and, solely in connection with the obligations set forth in Section 12, AmREIT, a Texas corporation.

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