0001193125-09-198178 Sample Contracts

FORM OF DEALER MANAGER AGREEMENT AND PARTICIPATING DEALER AGREEMENT
Dealer Manager Agreement • September 25th, 2009 • Gc Net Lease Reit, Inc. • Real estate investment trusts • California

The GC Net Lease REIT, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 82,500,000 shares (the “Shares”) of its common stock, $.001 par value per share (the “Offering”), to be issued and sold for an aggregate purchase price of $825,250,000 (75,000,000 shares to be offered to the public at a purchase price of $10.00 per share and 7,500,000 shares to be offered pursuant to the Company’s distribution reinvestment plan at a purchase price of $9.50 per share). The minimum purchase by any one person shall be 100 Shares except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Griffin Capital Securities, Inc. (the “Dealer Manager”). It is anticipated that the Dealer Manager will enter into Participating Dealer Agreements in the form attached to this Dealer Manager Agreement as Exhibit “A” with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers

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FORM OF AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • September 25th, 2009 • Gc Net Lease Reit, Inc. • Real estate investment trusts • California

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (the “Advisory Agreement”), dated as of , 2009, is entered into between THE GC NET LEASE REIT, INC., a Maryland corporation (the “Company”), and THE GC NET LEASE REIT ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).

CONTRIBUTION AGREEMENT RELATED TO RENFRO PROPERTY
Contribution Agreement • September 25th, 2009 • Gc Net Lease Reit, Inc. • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT – RENFRO PROPERTY (this “Agreement”) is entered into as of April 21, 2009 by and between The GC Net Lease REIT Operating Partnership, L.P. (the “Operating Partnership”) and Kevin A. Shields (“Contributor”).

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