ADVISORY AGREEMENT AMONG O’DONNELL STRATEGIC INDUSTRIAL REIT, INC., O’DONNELL STRATEGIC INDUSTRIAL REIT OPERATING PARTNERSHIP, LP, O’DONNELL STRATEGIC INDUSTRIAL ADVISORS, LLC AND O’DONNELL REIT ADVISORS, LLCAdvisory Agreement • June 15th, 2011 • O'Donnell Strategic Industrial REIT, Inc. • Real estate investment trusts • Delaware
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of June 6, 2011, 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 Industrial REIT, Inc., a Maryland corporation (the “Company”), O’Donnell Strategic Industrial REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), O’Donnell Strategic Industrial Advisors, 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.
DEALER MANAGER AGREEMENT O’Donnell Strategic Industrial REIT, Inc. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share June 13, 2011Dealer Manager Agreement • June 15th, 2011 • O'Donnell Strategic Industrial REIT, Inc. • Real estate investment trusts • New York
O’Donnell Strategic Industrial REIT, Inc., a Maryland corporation (the “Company”), that intends to qualify to be taxed as a real estate investment trust for (a “REIT”) for federal income tax purposes has registered for public sale (the “Offering”) a maximum of $1.1 billion in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (a) up to $1 billion in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $100 million in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”), all upon the terms and subject to the conditions set forth in the Prospectus (as defined in Section 1.1 below). The Primary Shares are to be issued and sold to the public on a “best efforts” basis through: (a) SC Distributors, LLC (the “Dealer
LIMITED PARTNERSHIP AGREEMENT OF O’DONNELL STRATEGIC INDUSTRIAL REIT OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP June 6, 2011Limited Partnership Agreement • June 15th, 2011 • O'Donnell Strategic Industrial REIT, Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement is entered into this 6th day of June, 2011, between O’Donnell Strategic Industrial 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.
ESCROW AGREEMENTEscrow Agreement • June 15th, 2011 • O'Donnell Strategic Industrial REIT, Inc. • Real estate investment trusts • California
O’DONNELL STRATEGIC INDUSTRIAL REIT, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a Registration Statement on Form S-11 filed by the Company with the Securities and Exchange Commission. SC Distributors, LLC a Delaware limited liability company (the “Dealer Manager”), has agreed to serve as dealer manager for the Offering pursuant to a dealer manager agreement by and among the Company and the Dealer Manager (the “Dealer Manager Agreement”) and will offer the Stock through other registered broker-dealers that are members of FINRA (the “Participating Dealers”).
