(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

At formation, the IIT Partners will own a 51% interest in the Fund I Partnership and the 3NET Limited Partner will own the remaining 49% interest. The Fund I Partnership has an eight year term and has an investment period ending on the earliest to occur of: (i) December 31, 2013; (ii) the two year anniversary after the closing of the Fund I Partnership’s first investment; and (iii) the date upon which the Partners have made certain total capital contributions.

Investments made by the Fund I Partnership will be held indirectly through wholly-owned subsidiaries of the Fund I Partnership (each a “Partnership Subsidiary”). Each Partnership Subsidiary is expected to elect to be treated as a real estate investment trust for U.S. federal income tax purposes.

The General Partner will manage the day-to-day operations of the Fund I Partnership, subject to the rights of the 3NET Limited Partner to approve certain major decisions, including, but not limited to, the acquisition and sale of investments, the creation or assumption of debt financing, waiver of certain material rights, winding up, dissolution or liquidation of the Fund I Partnership and any merger or consolidation of the Fund I Partnership.

The Fund I Partnership Agreement contains procedures for making distributions to the parties, including incentive distributions to the General Partner, which are subject to certain return thresholds being achieved.

The Partners will be obligated to make capital contributions in proportion to their respective partnership interests with respect to each approved investment during the investment period. In addition, both during and after the investment period, the General Partner is permitted to make additional capital calls with respect to certain preservation costs, certain limited operating and capital variances and other items.

The failure of a Partner to make a required capital contribution will result in the non-defaulting Partner having the right, but not the obligation, to fund the shortfall which, if funded, will be treated as an interest-bearing loan to the defaulting Partner. In addition, the defaulting Partner may forfeit certain rights under the Fund I Partnership Agreement, which rights will be reinstated if the funding of the shortfall is treated as a loan and the defaulting Partner repays the loan in full.

Subject to certain exceptions, during the investment period, the General Partner is required to present all value-add industrial property investment opportunities and one out of every three core industrial property investment opportunities on a rotational basis, to the Fund I Partnership for consideration. If the Fund I Partnership declines to invest in any such opportunity due to the rejection by the 3NET Limited Partner of the potential investment, the Company or its affiliates will be permitted to pursue the opportunity. The General Partner’s obligation to present investment opportunities as described herein will terminate under certain circumstances, including but not limited to the removal of the General Partner or the rejection by the Fund I Partnership of a certain number of presented opportunities.

The General Partner may be removed for “cause,” as defined in the Fund I Partnership Agreement, which includes, but is not limited to, the commission by the General Partner of an uncured material breach or gross negligence which has a material adverse effect on the Fund I Partnership, willful bad acts, a change in control of the Company and the bankruptcy of the General Partner. If the 3NET Limited Partner requests the removal of the General Partner, the removal determination will be made by binding arbitration. If the arbitration results in a determination to remove the General Partner, then the General Partner will appoint a replacement general partner from a previously approved list of third-party real estate and investment management companies. The commencement of an arbitration proceeding to remove the General Partner will result in the IIT Partners and the 3NET Limited Partner having the right to trigger the “buy-sell mechanism” described below with respect to the Fund I Partnership’s entire investment portfolio.

The Partners will not be permitted to transfer their respective interests in the Fund I Partnership to a third party until the second anniversary of the completion of the Fund I Partnership’s most recent investment (the “Trigger Date”), at which time the Partners will be permitted to transfer all (but not less than all) of their respective interests, subject to certain limitations. Each Partner may transfer its respective interest to an affiliate of such Partner at any time, subject to certain limitations. With respect to a transfer to a third party, the non-transferring Partner will have a right of first offer with respect to the transferring Partner’s partnership interest, as well as customary tag-along rights.

At any time after the Trigger Date, the IIT Partners or the 3NET Limited Partner will have the right to trigger a buy-sell mechanism. For purposes of the buy-sell mechanism, the IIT Partners will be deemed a single party. Upon delivery of buy-sell notice, the buy-sell mechanism shall commence by any party offering to purchase the entire interest of the other party and the offeree must either sell its interest at the offered price or propose a higher price to purchase the interest of the offeror. This process will continue until one party agrees to sell its interest in the Fund I Partnership to the other party. If neither party agrees to sell its interest to the other, then the General Partner will undertake to liquidate the investment portfolio of the Fund I Partnership through a sale of the Fund I Partnership’s interests in the Partnership Subsidiaries. The IIT Partners will have a one-time right to delay any liquidation of the portfolio and the buy-sell process for up to 90 days (which in certain events may be extended to not more than six months in aggregate) if the Company is pursuing a transaction by which its common shares would become listed on a national securities exchange.

In the event of a dead-lock over major decisions between the IIT Partners on the one hand and the 3NET Limited Partner on the other, each such party will have the right to trigger the buy-sell mechanism described above, subject, however to satisfying certain requirements with respect to any investment that has been held for less than two years as of the trigger date. If the buy-sell mechanism is triggered due to a dead-lock over a major decision with respect to no more than two Partnership Subsidiaries, then, subject to certain exceptions, it will be applied only with respect to such Partnership Subsidiaries. However, if the buy-sell mechanism is triggered due to a dead-lock over a major decision with respect to the Fund I Partnership, or with respect to three or more Partnership Subsidiaries or upon the occurrence of a third dead-lock, then in each such event it will be applied on a portfolio-wide basis to all of the Partnership Subsidiaries.

If the 3NET Limited Partner initiates a baseball arbitration proceeding which results in the transfer of interests in the Fund I Partnership or the sale of all or substantially all of the Fund I Partnership’s investments, in each case, to any person other than the General Partner or any affiliate of the General Partner, the General Partner will be entitled to a disposition fee in accordance with the terms of the Fund I Partnership Agreement.

As compensation for providing acquisition and asset management services and, to the extent applicable, development and construction management, property management and leasing services, the Fund I Partnership will pay the General Partner certain fees in accordance with the terms of the Fund I Partnership Agreement.

/s/ THOMAS G. MCGONAGLE