FORM DEALER MANAGER AGREEMENT O’Donnell Strategic Gateway REIT, Inc. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per shareDealer Manager Agreement • October 27th, 2010 • O'Donnell Strategic Gateway REIT, Inc. • New York
LIMITED PARTNERSHIP AGREEMENT OF O’DONNELL STRATEGIC GATEWAY REIT OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • October 27th, 2010 • O'Donnell Strategic Gateway REIT, Inc. • Delaware
This Limited Partnership Agreement is entered into this ____ day of __________________, 2010, between O’Donnell Strategic Gateway REIT, Inc., a Maryland corporation (the “General Partner”), and the Initial Limited Partner (defined below). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
FORM OF ADVISORY AGREEMENT AMONG O’DONNELL STRATEGIC GATEWAY REIT, INC., O’DONNELL STRATEGIC GATEWAY REIT OPERATING PARTNERSHIP, LP, O’DONNELL STRATEGIC GATEWAY ADVISOR, LLC AND O’DONNELL REIT ADVISORS, LLCAgreement • October 27th, 2010 • O'Donnell Strategic Gateway REIT, Inc. • Delaware
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of , 2010, and effective as of the date that the Registration Statement is declared effective by the SEC (the “Effective Date”), is entered into by and among O’Donnell Strategic Gateway REIT, Inc., a Maryland corporation (the “Company”), O’Donnell Strategic Gateway REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), O’Donnell Strategic Gateway Advisor, LLC, a Delaware limited liability company (the “Advisor”), and, solely in connection with the obligations set forth in Section 12.03 hereof, O’Donnell REIT Advisors, LLC, a Delaware limited liability company (“Sponsor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
