10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 333-170173

O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland	27-3648243
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
3 San Joaquin Plaza, Suite 160 Newport Beach, California, 92660	(949) 718-9898
(Address of principal executive offices; zip code)	(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of November 9, 2012, there were 284,235 shares of common stock, par value $0.01, of O’Donnell Strategic Industrial REIT, Inc. outstanding.

O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

INDEX

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Unaudited Balance Sheets as of September 30, 2012 and December 31, 2011	4
Condensed Consolidated Unaudited Statements of Operations for the three and nine months ended September 30, 2012 and 2011	5
Condensed Consolidated Unaudited Statement of Stockholders’ Equity for the nine months ended September 30, 2012	6
Condensed Consolidated Unaudited Statements of Cash Flows for the nine months ended September  30, 2012 and 2011	7
Notes to Condensed Consolidated Unaudited Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	34
Item 4. Controls and Procedures	34
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	35
Item 1A. Risk Factors	35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3. Defaults Upon Senior Securities	35
Item 4. Mine Safety Disclosure	36
Item 5. Other Information	36
Item 6. Exhibits	36
Signatures	37

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PART I

FINANCIAL INFORMATION

The accompanying condensed consolidated unaudited financial statements as of and during the nine months ended September 30, 2012 have been prepared by O’Donnell Strategic Industrial REIT, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements, and should be read in conjunction with the audited consolidated financial statements, and the notes thereto, and the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2011.

The financial statements herein should also be read in conjunction with the notes to the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The information furnished in our accompanying condensed consolidated unaudited balance sheets, condensed consolidated unaudited statements of operations, condensed consolidated unaudited statement of equity and condensed consolidated unaudited statements of cash flows reflects all adjustments that are, in our opinion, necessary for a fair presentation of the aforementioned financial statements. Such adjustments are of a normal recurring nature.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. We caution investors not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. The forward-looking statements should be read in light of the risk factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2011.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEETS

	September 30, 2012			December 31, 2011
ASSETS
Cash and cash equivalents	$	2,213,168		$	136,216
Receivable		—			65,784
Real estate deposit		50,000			—
Total assets	$	2,263,168		$	202,000
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued expenses	$	37,590		$	—
Due to affiliates		485,833			—
Total liabilities		523,423			—
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $0.01 par value per share; 100,000,000 shares authorized, no shares issued and outstanding		—			—
Convertible stock, $0.01 par value per share; 1,000 shares authorized, 1,000 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively		10			10
Common stock, $0.01 par value per share; 999,999,000 shares authorized, 269,235 and 34,222 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively		2,692			342
Capital in excess of par value		2,219,130			200,648
Accumulated deficit		(483,087	)		—
Total stockholders’ equity		1,738,745			201,000
Noncontrolling interests		1,000			1,000
Total equity		1,739,745			202,000
Total liabilities and equity	$	2,263,168		$	202,000

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2011		2012			2011
Expenses:
General and administrative expenses	$	483,449		$	—	$	483,449		$	—
Operating loss		(483,449	)		—		(483,449	)		—
Other income:
Interest and other income		362			—		362			—
Total other income		362			—		362			—
Net loss	$	(483,087	)	$	—	$	(483,087	)	$	—
Weighted average number of common shares outstanding:
Basic and diluted		155,686			22,222		67,911			22,222
Net loss per common share:
Basic and diluted	$	(3.10	)	$	—	$	(7.11	)	$	—

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY

	Convertible Stock				Common Stock				Capital in Excess Of Par			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Value			Deficit			Equity
Balance, January 1, 2012		1,000	$	10		34,222	$	342	$	200,648		$	—		$	201,000
Issuance of common stock		—		—		223,013		2,230		2,017,770			—			2,020,000
Issuance of independent directors’ restricted common stock		—		—		12,000		120		(120	)		—			—
Noncash amortization of share-based compensation		—		—		—		—		7,427			—			7,427
Commissions on stock sales and related dealer manager fees		—		—		—		—		(6,595	)		—			(6,595	)
Net loss		—		—		—		—		—			(483,087	)		(483,087	)
Balance, September 30, 2012		1,000	$	10		269,235	$	2,692	$	2,219,130		$	(483,087	)	$	1,738,745

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
	2012			2011
Cash flows from operating activities:
Net loss	$	(483,087	)	$	—
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of share-based compensation awards		7,427			—
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		37,590			—
Due to affiliates		435,833			—
Net cash used in operating activities		(2,237	)		—
Cash flows from investing activities:
Repayment of advance to affiliate		65,784			—
Net cash provided by investing activities		65,784			—
Cash flows from financing activities:
Proceeds from issuance of common stock		2,020,000			—
Offering costs on issuance of common stock		(6,595	)		—
Net cash provided by financing activities		2,013,405			—
NET INCREASE IN CASH AND CASH EQUIVALENTS		2,076,952			—
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		136,216			202,000
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,213,168		$	202,000
SUPPLEMENTAL DISCLOSURES ON NON-CASH INVESTING ACTIVITY:
Deposit for potential acquisition paid by an affiliate on the company’s behalf	$	50,000		$	—

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

September 30, 2012

NOTE 1 — ORGANIZATION AND BUSINESS

O’Donnell Strategic Industrial REIT, Inc. (the “Company”) was formed on September 2, 2010 as a Maryland corporation that intends to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Substantially all of the Company’s business is expected to be conducted through the Company’s operating partnership, O’Donnell Strategic Industrial REIT Operating Partnership, LP (the “Operating Partnership”), formed on September 9, 2010. The Company is the sole general partner of the Operating Partnership. O’Donnell Strategic Industrial Advisors, LLC, a Delaware limited liability company (the “Advisor”) formed on August 5, 2010, is the Operating Partnership’s sole limited partner and owner of an insignificant noncontrolling partnership interest of less than 0.01% of the Operating Partnership. The Advisor has invested $1,000 in the Operating Partnership in exchange for limited partnership interests. Pursuant to the Limited Partnership Agreement of the Operating Partnership (the “Partnership Agreement”), the Company will contribute funds as necessary to the Operating Partnership. Thereafter, the Operating Partnership will allocate income and distribute cash to each partner in proportion to their respective ownership interests.

The Company intends to acquire and manage a portfolio of income-producing industrial real estate assets comprised primarily of warehouse properties, including bulk distribution and general purpose warehouses leased to creditworthy tenants. In addition, the Company may also selectively invest in light manufacturing properties and other types of industrial properties. Further, the Company may invest in mezzanine, bridge, commercial real estate and other real estate loans, provided that the underlying real estate meets the Company’s criteria for direct investment, as well as real estate debt securities and equity securities of REITs and other real estate companies.

Subject to certain restrictions and limitations, the business of the Company is externally managed by the Advisor pursuant to an advisory agreement (the “Advisory Agreement”), which has a term of one year and is reconsidered on an annual basis by the board of directors of the Company. The Advisor will also source and present investment opportunities to the Company’s board of directors and provide investment management, marketing, investor relations and other administrative services on the Company’s behalf.

On October 11, 2010, the Company issued 22,222 shares of common stock to the Advisor at a purchase price of $9.00 per share, for an aggregate purchase price of $200,000. On October 11, 2010, the Advisor invested $1,000 in the Company in exchange for 1,000 shares of convertible stock of the Company, as described in Note 3. On April 12, 2011 and July 6, 2012, under the independent directors’ compensation plan and subject to such plan’s conditions and restrictions, each of the Company’s independent directors received 3,000 shares of restricted common stock, for a total of 24,000 shares of common stock as described in Note 5. As of September 30, 2012 and December 31, 2011, there were 269,235 and 34,222 shares, respectively, of common stock issued and outstanding, and 1,000 shares of convertible stock issued and outstanding at both dates.

Pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933, as amended (the “Securities Act”), the Company is offering for sale to the public on a “best efforts” basis a minimum of $2,000,000 in shares of the Company’s common stock (the “Minimum Offering Amount”) and a maximum of $1,000,000,000 in shares of the Company’s common stock, at an initial price of $10.00 per share (the “Offering”). The Company is also offering up to $100,000,000 in shares of the Company’s common stock pursuant to a distribution reinvestment plan (the “DRP”), under which the Company’s stockholders may elect to have distributions reinvested in additional shares of the Company’s common stock at an initial price of $9.50 per share. The registration statement of the Offering was first declared effective by the SEC on August 15, 2011. The Company may reallocate the shares between the Offering and the DRP.

The Company has retained SC Distributors, LLC (the “Dealer Manager”) to serve as the dealer manager of the Offering. The Dealer Manager is responsible for marketing the Company’s shares of common stock being offered pursuant to the Offering. The Company intends to use substantially all of the net proceeds from the Offering to invest in a diverse portfolio of real estate and real estate-related assets as described above.

On August 8, 2012, the Company issued the initial 221,013 shares of common stock in the Offering to the Advisor and other subscribers, meeting the Minimum Offering Amount, and commenced its principal operations. As of September 30, 2012, the Company had issued 269,235 shares of its common stock in the Offering, for gross proceeds of approximately $2,221,000 before selling commissions and dealer manager fees of approximately $6,600. Subscription payments received from residents of Pennsylvania and Tennessee will be held in an escrow account until the Company raises an aggregate of $50,000,000 and $20,000,000, respectively, in gross offering proceeds. The conditions of that special escrow account were not satisfied for Pennsylvania or Tennessee residents as of September 30, 2012. As of November 9, 2012, the Company had 110,265,981 shares of common stock remaining in the Offering.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

As of September 30, 2012, the Company, through a separate wholly owned subsidiary of the Operating Partnership, had contracted to purchase one potential property, as described in Note 7.

As the Company accepts subscriptions for shares of its common stock, it will transfer substantially all of the net proceeds of the Offering to the Operating Partnership as a capital contribution. The Partnership Agreement provides that the Operating Partnership will be operated in a manner that will enable the Company to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability, and (3) ensure that the Operating Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code, which classification could result in the Operating Partnership being taxed as a corporation, rather than as a partnership. In addition to the administrative and operating costs and expenses incurred by the Operating Partnership in acquiring and operating real properties for the Company, the Operating Partnership will pay all of the Company’s administrative costs and expenses, and such expenses will be treated as expenses of the Operating Partnership.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The condensed consolidated unaudited financial statements of the Company included in this Quarterly Report on Form 10-Q have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary to present a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results.

The accompanying condensed consolidated unaudited financial statements include the accounts of the Company and the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation. The financial statements of the Company’s subsidiaries are prepared using accounting policies consistent with those of the Company. The Company will consider future majority owned and controlled joint ventures for consolidation in accordance with GAAP, including the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”).

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three months or less from the respective dates of deposit. Short-term investments with remaining maturities of three months or less when acquired are considered cash equivalents. The Company limits cash investments to financial institutions that the board of directors has determined are creditworthy; therefore, the Company believes it is not exposed to any significant credit risk in cash and cash equivalents.

Concentration of Credit Risk

As of September 30, 2012, the Company had cash on deposit at one financial institution, which was in excess of federally insured limits; however, the Company has not experienced any losses in such account. The Company limits significant cash holdings to accounts held by financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on cash.

Real Estate Assets

Depreciation

Real estate costs related to the acquisition, development, construction, and improvement of properties will be capitalized. Repair and maintenance costs will be charged to expense as incurred and significant replacements and betterments will be capitalized. Repair

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

and maintenance costs will include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:

Buildings	25-40 years
Building improvements	10-25 years
Tenant improvements	Shorter of lease term or expected useful life
Tenant origination and absorption costs	Remaining term of related lease
Furniture, fixtures, and equipment	7-10 years

Real Estate Purchase Price Allocation

Upon the acquisition of real properties, the Company will allocate the purchase price of such properties to acquired tangible assets, consisting of land, buildings and improvements, and identified intangible assets and liabilities, consisting of the value of above market and below market leases and the value of in-place leases, based in each case on their fair values. Acquisition related expenses will be expensed as incurred. The Company will utilize independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and building). The Company will obtain an independent appraisal for each real property acquisition. The information in the appraisal, along with any additional information available to the Company’s management, will be used by its management in estimating the amount of the purchase price that will be allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm will have no involvement in management’s allocation decisions other than providing this market information.

In accordance with ASC Topic 805, Business Combinations, the Company will record above-market and below-market in-place lease values for acquired properties based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The Company will amortize any capitalized above-market or below-market lease values as an increase or reduction to rental income over the remaining non-cancelable terms of the respective leases.

The Company will measure the aggregate value of other intangible assets acquired based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued as if vacant. The Company’s estimates of value are expected to be made using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis). Factors to be considered by the Company in its analysis include an estimate of carrying costs during hypothetical expected lease-up periods, considering current market conditions and costs to execute similar leases.

The Company will also consider information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, the Company will also include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. The Company will also estimate costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction.

The total amount of other intangible assets acquired will be further allocated to in-place lease values and customer relationship intangible values based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics to be considered by the Company in allocating these values include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

The Company will amortize the value of in-place leases to expense over the initial term of the respective leases. The value of customer relationship intangibles will be amortized to expense over the initial term and any renewal periods in the respective leases, but in no event will the amortization period for the intangible assets exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the in-place lease value and customer relationship intangibles would be charged to expense in that period.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

Estimates of the fair values of tangible and intangible assets will require the Company to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. The use of inappropriate estimates would result in an incorrect assessment of the Company’s purchase price allocation, which would impact the amount of the Company’s net income.

Impairment of Real Estate Assets

The Company will continually monitor events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets may not be recoverable, the Company will assess the recoverability of the assets by estimating whether the Company will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. If based on this analysis the Company does not believe that it will be able to recover the carrying value of the asset, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset as defined by ASC Topic 360, Property, Plant and Equipment.

The Company’s undiscounted cash flow and fair value calculations will contain uncertainties because they will require management to make assumptions and to apply judgment to estimate future cash flow and property fair values, including selecting the discount or capitalization rate that reflects the risk inherent in future cash flow. Estimating projected cash flow is highly subjective as it requires assumptions related to future rental rates, tenant allowances, operating expenditures, property taxes, capital improvements, and occupancy levels. The Company is also required to make a number of assumptions relating to future economic and market events and prospective operating trends. Determining the appropriate capitalization rate also requires significant judgment and is typically based on many factors including the prevailing rate for the market or submarket, as well as the quality and location of the properties. Further, capitalization rates can fluctuate resulting from a variety of factors in the overall economy or within regional markets. If the actual net cash flow or actual market capitalization rates significantly differ from the Company estimates, the impairment evaluation for an individual asset could be materially affected.

Real Estate Loans Receivable and Loan Loss Reserves

Real estate loans will be classified as held for investment based on the Company’s intent and ability to hold the loans for the foreseeable future. Real estate loans held for investment will be recorded at amortized cost and evaluated for impairment at each balance sheet date. The amortized cost of a loan is the outstanding unpaid principal balance, net of unamortized acquisition premiums or discounts and unamortized costs and fees directly associated with the origination or acquisition of the loan. The real estate loans receivable will be reviewed for potential impairment at each balance sheet date. A loan receivable is considered impaired when it becomes probable, based on current information, that the Company will be unable to collect all amounts due according to the loan’s contractual terms. The amount of impairment, if any, is measured by comparing the recorded amount of the loan receivable to the present value of the expected cash flows or the fair value of the collateral. If a loan was deemed to be impaired, the Company would record a reserve for loan losses through a charge to income for any shortfall.

The Company will record real estate loans held for sale at the lower of amortized cost or fair value. The Company will determine fair value for loans held for sale by using current secondary market information for loans with similar terms and credit quality. If current secondary market information is not available, the Company will consider other factors in estimating fair value, including modeled valuations using assumptions the Company believes a reasonable market participant would use in valuing similar assets (assumptions may include loss rates, prepayment rates, interest rates and credit spreads). If fair value is lower than the amortized cost basis of the loan, the Company will record a valuation allowance to write the loan down to fair value.

Failure to recognize impairment would result in the overstatement of earnings and the carrying value of the real estate loans held for investment. Actual losses, if any, could differ from estimated amounts.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

Rents and Other Receivables

The Company will periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements. The Company will maintain an allowance for deferred rent receivable that arises from the straight-lining of rents in accordance with ASC Topic 840, Leases. The Company will exercise judgment in establishing these allowances and consider payment history and current credit status of its tenants in developing these estimates.

Marketable Real Estate-Related Assets

The Company will classify certain real estate-related assets in accordance with ASC Topic 320, Investments — Debt and Equity Securities. The Company will record available-for-sale investments at fair value with unrealized gains and losses, net of deferred taxes, recorded to accumulated other comprehensive income (loss) within stockholders’ equity. Estimated fair values will generally be based on quoted market prices, when available, or on estimates provided by independent pricing sources or dealers who make markets in such investments. If the Company is unable to obtain prices for its investments from third parties, or conclude that prices obtained from third parties are influenced by distressed market activity, the Company will perform internal valuations to arrive at a fair value measurement that is consistent with ASC Topic 820, Fair Value Measurements . Generally, changes in the fair value of available-for-sale investments will not affect reported earnings or cash flows, but will impact stockholders’ equity and, accordingly, book value per share. Upon the sale of an investment, the Company will reverse the unrealized gain (loss) from accumulated comprehensive income and record the realized gain (loss) to earnings. Investments classified as held-to-maturity will be recorded at amortized cost with acquisition premiums and discounts amortized to interest income over the life of the security using the effective interest method.

The Company will monitor available-for-sale and held-to-maturity investments for impairment on a quarterly basis. The Company will recognize an impairment loss when the Company determines that a decline in the estimated fair value of an investment below its amortized cost is other-than-temporary. The Company will consider many factors in determining whether the impairment of an investment is deemed to be other-than-temporary, including, but not limited to, the length of time the investment has had a decline in estimated fair value below its amortized cost, the amount of the unrealized loss, the intent and ability to hold the investment for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, external credit ratings, and recent changes in such ratings. Determining whether impairment of an investment is other-than-temporary involves a significant amount of judgment by the Company.

The Company will account for certain purchased real estate-related assets that are beneficial interests in securitized financial assets that are rated below “AA” in accordance with ASC Topic 325, Investments — Other (“ASC 325”). Under ASC 325, the Company will review on a quarterly basis, the projected future cash flows of these investments for changes in assumptions due to prepayments, credit loss experience and other factors. When significant changes in estimated cash flows from the cash flows previously estimated occur due to actual prepayment and credit loss experience, the Company will calculate a revised yield based upon the current reference amount of the investment, including any other than temporary impairments recognized to date, and the revised estimate of cash flows. The Company will apply the revised yield prospectively to recognize interest income. If, based on the Company’s quarterly estimate of cash flows, there has been an adverse change in the estimated cash flows from the cash flows

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

previously estimated and the present value of the revised cash flow is less than the present value previously estimated, an other-than-temporary impairment will be deemed to have occurred. When the Company deems an investment to be other-than temporarily impaired, the Company is required to distinguish between other-than temporary impairments related to credit and other-than-temporary impairments related to other factors (e.g., market fluctuations) on its securities that it does not intend to sell and where it is not likely that the Company will be required to sell the security prior to the anticipated recovery of its amortized cost basis. The Company calculates the credit component of the other-than-temporary impairment as the difference between the amortized cost basis of the security and the present value of its estimated cash flows discounted at the yield used to recognize interest income. The credit component will be charged to earnings and the component related to other factors will be recorded to other comprehensive income (loss).

Estimating cash flows and determining whether there is other-than-temporary impairment requires the Company to exercise judgment and make significant assumptions, including, but not limited to, assumptions regarding estimated payments, loss assumptions, and assumptions with respect to changes in interest rates. As a result, actual impairment losses and the timing of income recognized on these securities could materially differ from reported amounts.

Fair Value Measurements

Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

• Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

• Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

• Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.

When available, the Company will utilize quoted market prices from an independent third-party source to determine fair value and will classify such items in Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require the Company to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When the Company determines the market for a financial instrument owned by the Company to be illiquid or when market transactions for similar instruments do not appear orderly, the Company will use several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and will establish a fair value by assigning weights to the various valuation sources.

Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument.

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NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

The Company considers the following factors to be indicators of an inactive market: (i) there are few recent transactions, (ii) price quotations are not based on current information, (iii) price quotations vary substantially either over time or among market makers (for example, some brokered markets), (iv) indexes that previously were highly correlated with the fair values of the asset or liability are demonstrably uncorrelated with recent indications of fair value for that asset or liability, (v) there is a significant increase in implied liquidity risk premiums, yields, or performance indicators (such as delinquency rates or loss severities) for observed transactions or quoted prices when compared with the Company’s estimate of expected cash flows, considering all available market data about credit and other nonperformance risk for the asset or liability, (vi) there is a wide bid-ask spread or significant increase in the bid-ask spread, (vii) there is a significant decline or absence of a market for new issuances (that is, a primary market) for the asset or liability or similar assets or liabilities, and (viii) little information is released publicly (for example, a principal-to-principal market).

The Company considers the following factors to be indicators of non-orderly transactions: (i) there was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions, (ii) there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii) the seller is in or near bankruptcy or receivership (that is, distressed), or the seller was required to sell to meet regulatory or legal requirements (that is, forced), and (iv) the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.

Revenue Recognition

The Company will recognize minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured, and will record amounts expected to be received in later years as deferred rent. If the lease provides for tenant improvements, the Company will determine whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term.

The Company will record property operating expense reimbursements due from tenants for common area maintenance, real estate taxes, and other recoverable costs in the period the related expenses are incurred.

The Company will make estimates of the collectability of its tenant receivables related to base rents, including straight line rentals, expense reimbursements and other revenue or income. Management will specifically analyze accounts receivable and historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In addition, with respect to tenants in bankruptcy, management will make estimates

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September 30, 2012

of the expected recovery of pre-petition and post-petition claims in assessing the estimated collectability of the related receivable. In some cases, the ultimate resolution of these claims can exceed one year. When a tenant is in bankruptcy, the Company will record a bad debt reserve for the tenant’s receivable balance and generally will not recognize subsequent rental revenue until cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments.

Interest income from any real estate loans receivable the Company may purchase or originate will be recognized on an accrual basis over the life of the investment using the effective interest method. Direct loan origination fees and origination or acquisition costs, as well as acquisition premiums or discounts, will be amortized over the term of the loan as an adjustment to interest income. The Company will place loans on nonaccrual status when any portion of principal or interest is 90 days past due, or earlier when concern exists as to the ultimate collection of principal or interest. When a loan is placed on nonaccrual status, the Company will reverse the accrual for unpaid interest and generally will not recognize subsequent interest income until the cash is received, or the loan returns to accrual status.

The Company will recognize interest income on real estate securities that are rated “AA” and above on an accrual basis according to the contractual terms of the securities. Discounts or premiums will be amortized to interest income over the life of the investment using the interest method.

The Company will recognize interest income on real estate securities that are beneficial interests in securitized financial assets that are rated below “AA” using the effective yield method, which requires the Company to periodically project estimated cash flows related to these securities and recognize interest income at an interest rate equivalent to the estimated yield on the security, as calculated using the security’s estimated cash flows and amortized cost basis, or reference amount. Changes in the estimated cash flows will be recognized through an adjustment to the yield on the security on a prospective basis. Projecting cash flows for these types of securities will require the use of a significant amount of assumptions and judgment, which may have a significant impact on the timing of revenue recognized on these investments.

The Company will recognize interest income on its cash and cash equivalents as it is earned and will record such amounts as other interest income.

Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). ASC 718 established a fair value based method of accounting for stock-based compensation. Accounting for stock-based compensation under ASC 718 requires the fair value of stock-based compensation awards to be amortized as an expense over the vesting period and requires any dividend equivalents earned to be treated as dividends for financial reporting purposes. Stock-based compensation awards are valued at the fair value on the date of grant and amortized as an expense over the vesting period.

Total cost for the stock-based compensation awards was approximately $7,400 for each of the three and nine months ended September 30, 2012, which is included in general and administrative expenses in the condensed consolidated unaudited statements of operations. No stock-based compensation costs were recognized for the three and nine months ended September 30, 2011.

Distribution Policy

The Company intends to elect to be taxed as a REIT and to operate as a REIT beginning with the taxable year ending December 31, 2012. To maintain its qualification as a REIT, the Company intends to make distributions each taxable year equal to at least 90% of its REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP).

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NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

Organization and Offering Costs

Organization and offering expenses (other than selling commissions and dealer manager fees) are initially being paid by the Advisor, the Dealer Manager and their affiliates on the Company’s behalf. These other organization and offering expenses include all expenses to be paid by the Company in connection with the Offering, including legal, accounting, printing, mailing and filing fees, charges of the Company’s escrow holder and transfer agent, expenses of organizing the Company, data processing fees, advertising and sales literature costs, transfer agent costs, bona fide out-of-pocket due diligence costs of broker-dealers, and amounts to reimburse the Advisor or its affiliates for the salaries of its employees and other costs in connection with preparing supplemental sales materials and providing other administrative services. In addition, the Company may also reimburse costs of bona fide training and education meetings held by the Company (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees and costs of employees of the Company’s affiliates to attend seminars conducted by broker-dealers and, in special cases, technology costs of participating broker-dealers associated with the Offering, costs and expenses related to such technology costs, and costs and expenses associated with the facilitation of the marketing of the Company’s shares and the ownership of the Company’s shares by such broker-dealers’ customers; provided, however, that the Company will not pay or reimburse any of the foregoing costs to the extent that such payment would cause total underwriting compensation to exceed 10% of the gross proceeds of the Offering, as required by the rules of the Financial Industry Regulatory Authority, Inc. After the termination of the Offering, the Advisor will reimburse the Company to the extent total organization and offering expenses, including selling commissions and the dealer manager fee, borne by the Company exceed 15% of the gross proceeds raised in the Offering.

As of September 30, 2012 and December 31, 2011, the Advisor had incurred on behalf of the Company organization and offering costs of approximately $2,800,000 and $2,560,000, respectively. As of September 30, 2012 and December 30, 2011, the Company had not reimbursed the Advisor for organization and offering costs as the terms of the Advisory Agreement state that the reimbursement is not an obligation of the Company until a minimum of $2,000,000 of gross proceeds have been raised by the Company from unaffiliated parties. The Company expects that organization and offering expenses (other than selling commissions and dealer manager fees) will be approximately 1.25% of the gross offering proceeds. When recorded by the Company, organization costs will be expensed as incurred, and offering costs, which include selling commissions and dealer manager fees, will be deferred and charged to stockholders’ equity as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from the gross proceeds.

Income Taxes

The Company intends to elect to be taxed as a REIT under the Code commencing with the taxable year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income (which is computed without regard to the dividends paid

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NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP) to stockholders. As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company intends to organize and operate in such a manner as to qualify for treatment as a REIT.

NOTE 3 — STOCKHOLDERS’ EQUITY

General

Under the Company’s charter, the total number of shares of capital stock authorized for issuance is 1,100,000,000 shares, consisting of 999,999,000 shares of common stock with a par value of $0.01 per share, 1,000 shares of convertible stock with a par value of $0.01 per share, and 100,000,000 shares of preferred stock with a par value of $0.01 per share. The Company’s board of directors is authorized to amend the Company’s charter from time to time, without the approval of the stockholders, to increase or decrease the aggregate number of authorized shares of capital stock or the number of shares of any class or series that the Company has authority to issue.

The shares of common stock entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the board of directors in accordance with the Maryland General Corporation Law and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive, conversion or exchange rights. As of each of September 30, 2012 and December 31, 2011, the Company had issued 269,235 and 34,222 shares, respectively, of common stock.

As of September 30, 2012, the Company had issued 1,000 shares of convertible stock to the Advisor. The convertible stock will convert to shares of common stock of the Company if and when: (A) the Company has made total distributions on the then outstanding shares of common stock equal to the original issue price of those shares plus a 7.0% cumulative, non-compounded, annual return on the original issue price of those shares, (B) subject to specified conditions, the Company lists the common stock for trading on a national securities exchange or (C) the Advisory Agreement is terminated or not renewed by the Company (other than for “cause” as defined in the Advisory Agreement). A “listing” will be deemed to have occurred on the effective date of any merger of the Company in which the consideration received by the holders of common stock is the securities of another issuer that are listed on a national securities exchange. Upon conversion, each share of convertible stock will convert into a number of shares of common stock equal to 1/1000 of the quotient of (A) 15% of the amount, if any, by which (1) the Company’s “enterprise value” (as defined in the Company’s charter) plus the aggregate value of distributions paid to date on the outstanding shares of common stock exceeds the (2) aggregate purchase price paid by the stockholders for those shares plus a 7.0% cumulative, non-compounded, annual return on the original issue price of those shares, divided by (B) the Company’s enterprise value divided by the number of outstanding shares of common stock, in each case calculated as of the date of the conversion. In the event of a termination or non-renewal of the Advisory Agreement by the Company for cause, all of the shares of convertible stock will be redeemed by the Company for the aggregate sum of $1.00.

As of September 30, 2012 and December 31, 2011, no shares of the Company’s preferred stock were issued and outstanding.

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NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

Distribution Reinvestment Plan

The Company’s board of directors has approved the DRP, through which the Company’s stockholders may elect to reinvest an amount equal to the distributions declared on their shares of common stock in additional shares of the Company’s common stock in lieu of receiving cash distributions. The initial purchase price per share under the DRP will be $9.50; provided, however, that after the Company begins disclosing an estimated per share value that is not based on the price to acquire a share of the Company’s common stock in the Offering or a follow-on public offering, if any, cash distributions will be reinvested in shares of the Company’s common stock at a price per share equal to 95% of the Company’s most recently calculated estimated per share value. No selling commissions or dealer manager fees are payable on shares sold through the DRP.

The Company’s board of directors may terminate the DRP at its discretion at any time upon ten days’ notice to the Company’s stockholders. Following any termination of the DRP, all subsequent distributions to stockholders will be made in cash. The Company reserves the right to reallocate the shares of the Company’s common stock the Company is offering between the Offering and the DRP.

Share Repurchase Program

As the Company’s common stock is currently not listed on a national exchange, there is no market for the Company’s common stock. As a result, there is risk that a stockholder may not be able to sell the Company’s stock at a time or a price acceptable to the stockholder. The Company’s board of directors has approved a share repurchase program (the “SRP”) that would enable its stockholders to sell their shares to the Company in limited circumstances.

There are numerous restrictions on a stockholder’s ability to sell its shares to the Company under the SRP. The Company may not repurchase shares until they have been outstanding for one year; provided, however, that the Company may waive the one year holding requirement in certain circumstances, as described below. In addition, the Company has limited the number of shares repurchased pursuant to the SRP as follows: (1) during any calendar year, the Company would not repurchase in excess of 5% of the weighted-average number of shares outstanding during the prior calendar year and (2) funding for the repurchase of shares would come exclusively from the net proceeds the Company received from the sale of shares under the DRP during the prior calendar year plus such additional funds as may be reserved for that purpose by the Company’s board of directors. In addition, the Company’s directors, officers and their affiliates may not redeem any shares until the Company has raised $100,000,000 in offering proceeds in the primary offering. Furthermore, any redemption requests from the Company’s directors, officers and their affiliates will only be accepted (1) on the last business day of a calendar year; (2) after all other stockholders’ redemption requests for such quarter have been accepted; and (3) if such redemptions do not cause total redemptions to exceed 2.5% of the Company’s total net asset value as of the end of the immediately preceding quarter. The Advisor or any other affiliate of the Company’s sponsor that holds the initial investment may not sell its initial investment while the sponsor remains the Company’s sponsor, but may transfer its initial investment to other affiliates of the Company’s sponsor.

Under the SRP, prior to the Company beginning to disclose an estimated net asset value per share following the completion of the Company’s offering stage, the purchase price for shares repurchased by the Company under the SRP will be as follows (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Company’s common stock):

• 92.5% of the price paid to acquire the shares from the Company for stockholders who have continuously held their shares for at least one year;

• 95.0% of the price paid to acquire the shares from the Company for stockholders who have continuously held their shares for at least two years;

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NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

• 97.5% of the price paid to acquire the shares from the Company for stockholders who have continuously held their shares for at least three years; and

• 100.0% of the price paid to acquire the shares from the Company for stockholders who have continuously held their shares for at least four years.

The purchase price per share for all shares repurchased pursuant to the SRP will be reduced by the aggregate amount of net proceeds per share, if any, distributed to the Company’s stockholders prior to the repurchase date as a result of the sale or refinancing of one or more of the Company’s assets that constitutes a return of capital distribution as a result of such sale or refinancing.

Notwithstanding the foregoing, after the Company begins disclosing an estimated per share value of the Company’s common stock that is not based upon the price to acquire a share of the Company’s common stock in the Offering or a follow-on public offering, shares repurchased under the SRP will be repurchased for the lesser of the price paid for the shares by the redeeming stockholder or 95% of the Company’s most recent estimated per share. The Company will disclose to investors the Company’s estimated per share value, as determined by the Advisor or another firm chosen for that purpose, within 18 months after the completion of the offering stage. The Company currently expects to update its estimated net asset value per share no less frequently than every 12 months thereafter. The Company will consider its offering stage complete on the first date that the Company is no longer publicly offering equity securities that are not listed on a national securities exchange, whether through the Offering or follow-on public offerings, provided that the Company has not filed a registration statement for a follow-on public offering as of such date (for purposes of this definition, the Company does not consider “public offerings” to include offerings on behalf of selling stockholders or offerings related to a distribution reinvestment plan, employee benefit plan or the redemption of interests in the Operating Partnership).

The Company will treat share redemptions sought upon a stockholder’s death, disability, bankruptcy or other exigent circumstances differently than other redemptions in several respects. Upon request, the Company may waive the one-year holding period requirement for repurchases sought upon a stockholder’s death, disability, bankruptcy or other exigent circumstances as determined by the Advisor. Until the Company begins to disclose an estimated per share value of the Company’s common stock that is not based upon the price to acquire a share of the Company’s common stock in the primary offering or a follow-on public offering, shares repurchased in connection with a stockholder’s death or disability will be repurchased at a price per share equal to 100% of the amount actually paid for the shares. After the Company begins disclosing an estimated per share value of the Company’s common stock that is not based upon the price to acquire a share of the Company’s common stock in the Offering or a follow-on public offering, shares repurchased in connection with a stockholder’s death or disability will be repurchased at a purchase price per share equal to 100% of the Company’s most recent estimated per share value. In the event that the Company waives the one year holding requirement in connection with the repurchase of shares upon a stockholder’s bankruptcy or other exigent circumstance, such shares will be repurchased at a price per share equal to the price per share the Company would pay had the stockholder held the shares for at least one year from the purchase date.

The Company’s board of directors may, in its sole discretion, amend, suspend or terminate the SRP at any time upon a 30 days’ written notice to the Company’s stockholders if the Company determines that the funds available to fund the SRP are needed for other business or operational purposes or that amendment, suspension or termination of the SRP is in the best interest of the Company’s stockholders. The SRP will terminate if the shares of the Company’s common stock are listed on a national securities exchange. The Company did not repurchase any shares under the SRP during the periods presented.

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NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

Distributions

The Company intends to accrue distributions on a daily basis and make distributions on a monthly basis beginning no later than the first calendar month after the month in which the Company makes its first real estate investment. On August 9, 2012, the board of directors of the Company approved and authorized a daily distribution to the Company’s stockholders of record as of the close of business on each day of the period commencing on the closing date of the Company’s first property acquisition and ending on November 30, 2012. The distributions will be calculated based on 366 days in the calendar year and will be equal to $0.001775956 per share of common stock, which is equal to an annualized distribution rate of 6.5%, assuming a purchase price of $10.00 per share. The distributions will be payable to stockholders from legally available funds therefor.

Generally, the Company’s policy will be to pay distributions from cash flow from operations. However, the Company expects to have little, if any, cash flow from operations available for distribution until the Company makes substantial investments. Further, because the Company may receive income from interest or rents at various times during the Company’s fiscal year and because the Company may need cash flow from operations during a particular period to fund capital expenditures and other expenses, the Company expects that at least during the early stages of the Company’s development and from time to time during the Company’s operational stage, the Company will declare distributions in anticipation of cash flow that the Company expects to receive during a later period, and the Company expects to pay these distributions in advance of the Company’s actual receipt of these funds. In these instances, the Company’s board of directors has the authority under the Company’s organizational documents, to the extent permitted by Maryland law, to fund distributions from sources such as borrowings, offering proceeds or advances and the deferral of fees and expense reimbursements by the Advisor in its sole discretion. The Company has not established a limit on the amount of proceeds from the Offering the Company may use to fund distributions.

NOTE 4 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

The Advisory Agreement and the Dealer Manager Agreement entitle the Advisor, or certain of its affiliates, and the Dealer Manager, respectively, to specified fees upon the provision of certain services with regard to the Offering and the investment of funds in real estate assets, among other services, as well as reimbursement of organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company (as discussed in Note 2 herein) and certain costs incurred by the Advisor in providing services to the Company. The fees and reimbursement obligations are as follows:

Type of Compensation	Determination of Amount
	Organizational and Offering Stage
Selling commission
	The Company will pay the Dealer Manager 7.0% of gross proceeds from the Offering (all of which will be reallowed to participating broker-dealers), subject to reductions based on volume and for certain categories of purchasers. No selling commissions will be paid for sales pursuant to the DRP. As of September 30, 2012 and December 31, 2011, the Company had paid $5,245 and $0, respectively, to the Dealer Manager for selling commissions.
Dealer Manager Fee
	The Company will pay the Dealer Manager 2.75% of gross proceeds from the Offering (all or a portion of which may be reallowed to participating broker-dealers). No dealer manager fee will be paid for sales pursuant to the DRP. As of September 30, 2012 and December 31, 2011, the Company had paid $1,350 and $0, respectively, to the Dealer Manager for dealer manager fees.

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NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

Type of Compensation	Determination of Amount
Organization and Offering Expenses	As of September 30, 2012 and December 31, 2011, the Advisor had incurred approximately $2,800,000 and $2,560,000, respectively, in organization and offering expenses on the Company’s behalf. As of September 30, 2012 and December 30, 2011, the Company had not reimbursed the Advisor for organization and offering costs, as the terms of the Advisory Agreement state that the reimbursement is not an obligation to the Company until a minimum of $2,000,000 of gross offering proceeds have been raised by the Company from unaffiliated parties. The Company expects that organization and offering expenses (other than selling commissions and dealer manager fees) will be approximately 1.25% of the gross offering proceeds. When recorded by the Company, organization costs will be expensed as incurred, and offering costs, which include selling commissions and dealer manager fees, will be deferred and charged to stockholders’ equity, as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from the gross offering proceeds.
	Operational Stage
Acquisition Fees	The Company will pay the Advisor 2.0% of (1) the purchase price in connection with the acquisition or origination of any type of real property or real estate-related asset acquired or originated directly or (2) the Company’s allocable portion of the purchase price in connection with the acquisition or origination of any type of real property or real estate-related asset acquired or originated through a joint venture, including any acquisition and origination expenses and any debt attributable to such investments. Total acquisition fees and expenses relating to the purchase of an investment may not exceed 6% of the contract purchase price unless such excess is approved by the Company’s board of directors, including a majority of the independent directors. As of each of September 30, 2012 and December 31, 2011, the Company had not incurred acquisition fees to the Advisor.
Acquisition Expenses	The Company will reimburse the Advisor for amounts it pays to third parties in connection with the selection, acquisition or development of a property or acquisition of real estate-related assets (including expenses relating to potential investments that the Company does not close). Total acquisition fees and expenses relating to the purchase of an investment may not exceed 6% of the contract purchase price unless such excess is approved by the Company’s board of directors, including a majority of the independent directors. The Company estimates that its acquisition expenses will be approximately 0.5% of the purchase price of the Company’s investments. As of each of September 30, 2012 and December 31, 2011, the Company had not incurred acquisition expenses to the Advisor.
Asset Management Fees	The Company will pay the Advisor a monthly fee equal to one-twelfth of 1.0% of the cost of the real properties and real estate-related assets it acquires. Such fee will be calculated by including acquisition expenses and any debt attributable to such investments, or the Company’s proportionate share thereof in the case of investments made through joint ventures. This fee will be payable monthly in arrears, based on assets held by the Company on the last day of such prior month.

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September 30, 2012

Type of Compensation	Determination of Amount
Operating Expenses	Reimbursement of expenses incurred in providing services to the Company, including the Company’s allocable share of the Advisor’s overhead, such as rent, employee costs, utilities and IT costs. The Company will not reimburse for employee costs in connection with services for which the Advisor receives acquisition fees or disposition fees or for the personnel costs the Advisor pays with respect to persons who serve as the Company’s executive officers. Further, the Company will not reimburse the Advisor for any amount by which its operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.00% of average invested assets, or (ii) 25.00% of net income for that period, unless the independent directors of the Company find that, based on such unusual and non-recurring factors that they deem sufficient, a higher level of expenses is justified. As of September 30, 2012 and December 31, 2011, the Advisor had incurred approximately $483,000 and $132,000, respectively, of operating expenses on behalf of the Company. For the nine months ended September 30, 2012, the Company’s operating expenses exceeded the limitation by a total of $483,000. The Company’s board of directors, including all of the independent directors of the Company, has determined that this excess amount is justified based on unusual and non-recurring factors deemed sufficient by the board of directors of the Company, including but not limited to board of director fees, legal fees and other professional fees. The costs as of September 30, 2012 have been included in the consolidated unaudited financial statements of the Company under general and administrative expenses. The costs as of December 31, 2011 were not included in the consolidated unaudited financial statements of the Company as of such date because such costs would only become a liability of the Company when the Minimum Offering Amount had been sold in the Offering.
Property Management and Leasing Fees	The Company will pay O’Donnell Management Company, the Company’s affiliated property manager, a percentage of the annual gross revenues of each property owned by the Company for property management services. The property management fee payable with respect to each property will be equal to the percentage of annual gross revenues of the property that is usual and customary for comparable property management services rendered to similar properties in the geographic market of the property, as determined by the Advisor and approved by a majority of the Company’s board of directors, including a majority of the independent directors; provided, however, that in no event will the property management fee exceed 5.0% of the property’s annual gross revenues. The Company’s property manager may subcontract with third party property managers and will be responsible for supervising and compensating those third party property managers. As of each of September 30, 2012 and December 31, 2011, the Company had not incurred property management and leasing fees to the property manager. In addition to property management fees, the Company may also pay its property manager a separate fee for services rendered, whether directly or indirectly, in leasing real properties to a third party lessee. The amount of such leasing fee will be usual and customary for comparable services rendered for similar real properties in the geographic market of the property leased as determined by the Advisor and approved by a majority of the Company’s board of directors, including a majority of the Company’s independent directors; provided, however, that in no event will the leasing fee exceed 2% of the total lease consideration with respect to a new lease or 5% of the total lease consideration with respect to a renewal of an existing lease. Where market norms dictate, the Company may also reimburse its property manager for the salaries and wages of property-level employees, other employee-related expenses of on-site employees of its property manager or its subcontractors which are engaged in the operation, leasing, management or maintenance of the Company’s properties and other expenses directly related to the management of specific properties.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

Type of Compensation	Determination of Amount
	Liquidity Stage
Disposition Fees	If the Advisor, or its affiliates, provides a substantial amount of services, as determined by the Company’s independent directors, in connection with the sale of a real property or real estate-related asset sold, the Advisor will earn a disposition fee equal to 2.0% of the contract sales price of the real property or real estate-related asset sold. As of each of September 30, 2012 and December 31, 2011, the Company had not incurred disposition fees to the Advisor.
Convertible Stock	The Company has issued 1,000 shares of convertible stock to the Advisor, for which the Advisor contributed $1,000. See Note 3 for more information on the terms of the Company’s convertible stock.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

NOTE 5 — LONG-TERM INCENTIVE PLAN AND INDEPENDENT DIRECTOR COMPENSATION

The Company adopted an incentive plan that provides for the grant of equity awards to its employees, directors and consultants and those of the Company’s affiliates. The long-term incentive plan authorizes the grant of non-qualified and incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and other stock-based awards or cash-based awards. Stock options granted under the long-term incentive plan will not exceed an amount equal to 10% of the outstanding shares of the Company’s common stock on the date of grant of any such stock options. Any stock options and stock appreciation rights granted under the long-term incentive plan will have an exercise price or base price that is not less than the fair market value of the Company’s common stock on the date of grant.

The Company’s board of directors administers the long-term incentive plan, with sole authority to determine all of the terms and conditions of the awards, including whether the grant, vesting or settlement of awards may be subject to the attainment of one or more performance goals. The Company’s board of directors has approved and adopted an independent directors’ compensation plan, which operates as a sub-plan of the long-term incentive plan.

No awards will be granted under either plan if the grant or vesting of the awards would jeopardize the Company’ status as a REIT under the Code or otherwise violate the ownership and transfer restrictions imposed under the Company’s charter. Unless otherwise determined by the board of directors, no award granted under the long-term incentive plan will be transferable except through the laws of descent and distribution.

The Company has authorized and reserved 300,000 shares for issuance under the long-term incentive plan. In the event of a transaction between the Company and its stockholders that causes the per-share value of the Company’s common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits under the long-term incentive plan will be adjusted proportionately, and the Company’s board of directors must make such adjustments to the long-term incentive plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the event of a stock split, a stock dividend or a combination or consolidation of the outstanding shares of common stock into a lesser number of shares, the authorization limits under the long-term incentive plan will automatically be adjusted proportionately and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price.

Unless otherwise provided in an award certificate or any special plan document governing an award, upon the termination of a participant’s service due to death or disability, or upon the occurrence of a change in control, all outstanding options and stock appreciation rights granted under the long-term incentive plan will become fully exercisable and all time-based vesting restrictions on outstanding awards will lapse as of the date of termination or change in control. Unless otherwise provided in an award certificate or any special plan document governing an award, with respect to outstanding performance-based awards granted under the long-term incentive plan, (1) upon the termination of a participant’s service due to death or disability, the payout opportunities attainable under such awards will vest based on target or actual performance (depending on the time during the performance period in which the date of termination occurs); (2) upon the occurrence of a change in control, the payout opportunities under such awards will vest based on target performance; and (3) in either case, the awards will payout on a pro rata basis, based on the time elapsed prior to the termination or change in control, as the case may be. In addition, the Company’s board of directors may in its sole discretion at any time determine that all or a portion of a participant’s awards will become fully vested. The board of directors may discriminate among participants or among awards in exercising such discretion.

The long-term incentive plan will automatically expire on the tenth anniversary of the date on which it is approved by the Company’s board of directors and stockholders, unless extended or earlier terminated by the board of directors. The Company’s board of directors may terminate the long-term incentive plan at any time, including upon a liquidity event. The expiration or other termination of the long-term incentive plan will have no adverse impact on any award previously granted under the long-term incentive plan.

The Company’s board of directors may amend the long-term incentive plan at any time, but no amendment will adversely affect any award previously granted and no amendment to the long-term incentive plan will be effective without the approval of the Company’s stockholders if such approval is required by any law, regulation or rule applicable to the long-term incentive plan.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

Under the independent directors’ compensation plan and subject to such plan’s conditions and restrictions, each of the Company’s independent directors received 3,000 shares of restricted common stock in connection with the initial meeting of the Company’s board of directors on April 12, 2011. Each new independent director that joins the Company’s board of directors will receive 3,000 shares of restricted common stock upon election to the board of directors. In addition, on July 6, 2012, the date following each independent director’s re-election to the Company’s board of directors, each of the Company’s independent directors received 3,000 shares of restricted common stock. The shares of restricted common stock will generally vest in four equal annual installments beginning on the first anniversary of the date of grant and ending on the fourth anniversary of the date of grant. The independent director compensation plan contains provisions concerning the treatment of awards granted under the plan in the event of an independent directors’ termination of service for any reason, including his or her death or disability, or upon the occurrence of a change in control of the Company.

The grant date fair value of the shares are being expensed over the vesting period of four years. Compensation expense related to restricted stock was approximately $7,400 for the three and nine months ended September 30, 2012. As of September 30, 2012, there was approximately $112,600 of total unrecognized compensation cost related to these unvested shares that is expected to be recognized over a weighted-average period of 3.75 years.

The following table reflects restricted share award activity for the nine months ended September 30, 2012:

Restricted Stock	Number of Shares			Weighted Average Grant-Date Fair Value
Unvested, December 31, 2011		12,000		$	—
Granted		12,000			10.00
Vested		(3,000	)		—
Unvested, September 30, 2012		21,000		$	5.71

In addition, the Company will pay each of its independent directors an annual retainer, pro-rated for a partial term, of $30,000. The independent directors will also be paid for attending meetings as follows: (i) $2,000 for each in-person board meeting attended, (ii) $2,000 for each in-person committee meeting attended ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee), and (iii) $250 for each teleconference board or committee meeting attended. The Company’s independent directors may elect to receive the meeting fees and annual retainer in shares of the Company’s common stock at a price of $9.025 per share until the Company has commenced disclosing its estimated net asset value per share and thereafter at a price based upon the Company’s net asset value per share. All directors also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors. If a director is also one of the Company’s officers, the Company will not pay any compensation to such person for services rendered as a director. Director compensation is an operating expense of the Company that is subject to the operating expense reimbursement obligation of the Advisor discussed in Note 4.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

NOTE 6 — ECONOMIC DEPENDENCY

The Company is dependent on the Advisor and the Dealer Manager for certain services that are essential to the Company, including the sale of the Company’s shares of common and preferred stock available for issue; the identification, evaluation, negotiation, purchase and disposition of properties and other investments; management of the daily operations of the Company’s real estate portfolio; and other general and administrative responsibilities. In the event that these companies are unable to provide the respective services, the Company will be required to obtain such services from other sources.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Potential Real Estate Acquisition

On September 10, 2012, the Company, through OD Flowers Tampa, LLC (“OD Flowers Tampa”), a wholly owned subsidiary of the Operating Partnership, entered into an agreement with O’Donnell Acquisitions, LLC, an affiliated entity of the Company (“O’Donnell Acquisitions”), as the assignor, to assume all of O’Donnell Acquisitions’ right, title and interest in an Agreement of Purchase and Sale and Joint Escrow Instructions, dated September 10, 2012 (the “Florida Property Purchase and Sale Agreement”), with Flowbake Tampa East, LLC, as the seller, which is not affiliated with the Company, its advisor or affiliates, for the purchase of the seller’s 100% interest in a build-to-suit industrial facility, located in Tampa, Florida (the “Florida Property”), which is expected to comprise 12,160 square feet when certain improvements on the property are completed. The Florida Property is expected to be 100% net-leased to Flowers Baking Co. of Bradenton, LLC, a wholly owned subsidiary of Flowers Foods, Inc. The material terms of the Florida Property Purchase and Sale Agreement provide for (i) a purchase price of $1,684,067, plus closing costs; (ii) an earnest money deposit of $100,000, which would be applied toward payment of the purchase price upon completion of the acquisition of the Florida Property, and $50,000 of which was paid upon execution of the Florida Property Purchase and Sale Agreement and the remaining $50,000 will be paid upon the completion of certain improvements of the Florida Property; provided, however, that such earnest money deposit will not be refundable to the Company upon the expiration of the due diligence period described below, unless the seller defaults under the Florida Purchase and Sale Agreement. The earnest money deposit is refundable for a failure of a closing condition, including the completion of certain improvements on the property by the seller; (iii) payment to seller of $100.00 in additional consideration, which payment is non-refundable to the Company and would not be applicable towards the purchase price; (iv) a 20-day due diligence period; and (v) an anticipated closing date by the end of 2012. The Florida Property Purchase and Sale Agreement also contains customary covenants, closing conditions, representations and warranties, and indemnification provisions. There can be no assurance that this potential acquisition will be consummated.

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. As of September 30, 2012, there were, and currently there are, no material pending legal proceedings to which the Company is a party.

NOTE 8 — EARNINGS PER SHARE

Basic earnings (loss) per share attributable for all periods presented are computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share are computed based on the weighted average number of shares outstanding and all potentially dilutive securities, if any. Shares of convertible stock and unvested restricted common stock give rise to potentially dilutive shares of common stock. During the nine months ended September 30, 2012 there were 21,000 shares of non-vested shares of restricted common stock and 1,000 shares of convertible stock, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during this period.

NOTE 9 — SUBSEQUENT EVENTS

Status of the Offering

As of November 9, 2012, the Company had issued subscriptions for 284,335 shares of its common stock, for gross proceeds of approximately $2,372,000 in the Offering.

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O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

September 30, 2012

Distributions Declared

On November 8, 2012, the board of directors of the Company authorized and declared a daily distribution to the Company’s stockholders of record as of the close of business on each day of the period commencing on December 1, 2012 and ending on February 28, 2013. The distributions for the period commencing on December 1, 2012 and ending on December 31, 2012 will be calculated based on 366 days in the calendar year and equal to $0.001775956 per share of common stock, which is equal to an annualized distribution rate of 6.50%, assuming a purchase price of $10.00 per share. The distributions for the period commencing on January 1, 2013 and ending on February 28, 2013 will be calculated based on 365 days in the calendar year and equal to $0.001780822 per share of common stock, which is equal to an annualized distribution rate of 6.50%, assuming a purchase price of $10.00 per share. The distributions declared for each record date in the December 2012, January 2013 and February 2013 periods will be paid in January 2013, February 2013 and March 2013, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Asset Management Fee Waiver

On November 8, 2012, the Advisor agreed to irrevocably waive the asset management fee that it is entitled to under the Advisory Agreement during the period beginning November 8, 2012 and ending on the first day on which the Company’s distribution payout ratio is equal to or less than 100% of the modified funds from operations.

Review of 2%/25% Guidelines and Leverage Policy

On November 8, 2012, the Company’s board of directors, including all of the independent directors of the Company, determined that the approximately $483,000 in operating expenses incurred by the Company as of September 30, 2012, which amount exceeds the limitation in the Company’s charter on the amount of total operating expenses that can be incurred at the end of the four preceding fiscal quarters, was justified based on unusual and non-recurring factors deemed sufficient by the board of directors of the Company, including but not limited to the board of director fees, legal fees and other professional fees. The Company’s board of directors has also approved a disclosure to the shareholders, which describes the excess amount and the board’s and the independent directors’ conclusion that the excess amount was justified, together with an explanation of the factors the board and the independent directors considered in determining that such excess amount was justified.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated unaudited financial statements, the notes thereto, and the other unaudited financial data included elsewhere in this Quarterly Report on Form 10-Q. The following discussion should also be read in conjunction with our audited consolidated financial statements, and the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2011. The terms “we,” “us,” “our” and the “Company” refer to O’Donnell Strategic Industrial REIT, Inc.

Forward-Looking Statements

Except for historical information, this section contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including discussion and analysis of our financial condition and that of our subsidiaries, our anticipated capital expenditures, amounts of anticipated cash distributions to our stockholders in the future and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on their knowledge and understanding of our business and industry. Words such as “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should” or comparable words, variations and similar expressions are intended to identify forward-looking statements. All statements not based on historical fact are forward looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or implied in the forward-looking statements. A full discussion of our Risk Factors may be found in the “Risk Factors” section in our prospectus.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Investors are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Factors that could cause actual results to differ materially from any forward-looking statements made in this Quarterly Report on Form 10-Q include, among others, changes in general economic conditions, changes in real estate conditions, construction costs that may exceed estimates, construction delays, increases in interest rates, lease-up risks, rent relief, inability to obtain new tenants upon the expiration or termination of existing leases, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flows. The forward-looking statements should be read in light of the risk factors identified in the “Risk Factors” section of our prospectus.

Management’s discussion and analysis of financial condition and results of operations are based upon our condensed consolidated unaudited financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Overview

We are a newly formed company and have no operating history. We are offering for sale to the public on a “best efforts basis” a minimum of $2,000,000 in shares of our common stock (the “Minimum Offering Amount”) and a maximum of $1,000,000,000 in shares of our common stock (the “Offering”). We are also offering up to $100,000,000 in shares of our common stock pursuant to our distribution reinvestment plan. Our Registration Statement on Form S-11 was declared effective by the SEC on August 15, 2011. On August 8, 2012, we issued the initial 221,013 shares of common stock in the Offering, meeting the Minimum Offering Amount, and commenced our principal operations. Subscription payments received from residents of Pennsylvania and Tennessee will be held in an escrow account until we raise an aggregate of $50,000,000 and $20,000,000, respectively, in gross offering proceeds. The conditions of that special escrow account were not satisfied for Pennsylvania or Tennessee residents as of September 30, 2012. As of September 30, 2012 and December 31, 2011, there were 269,235 and 34,222 shares, respectively, of common stock issued and outstanding, and 1,000 shares of convertible stock issued and outstanding at both dates.

We are dependent upon proceeds received from our Offering to conduct our proposed activities. The capital required to purchase our investments will be obtained from the Offering and from any indebtedness that we may incur in connection with an investment or thereafter. We were initially capitalized with $202,000, $200,000 of which was contributed by O’Donnell Strategic Industrial Advisors, LLC, our affiliated advisor, on October 11, 2010 in exchange for 22,222 shares of our common stock, and $1,000 of which was contributed by our advisor on October 11, 2010 in exchange for 1,000 shares of our convertible stock. In addition, our advisor has invested $1,000 in O’Donnell Strategic Industrial REIT Operating Partnership, LP, our operating partnership, in exchange for its limited partnership interests.

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Our advisor will manage our day-to-day operations and our portfolio of properties and real estate-related assets. Our advisor also will source and present investment opportunities to our board of directors, and provide investment management, marketing, investor relations and other administrative services on our behalf.

We will experience a relative increase in liquidity as additional subscriptions for shares of our common stock are received and a relative decrease in liquidity as offering proceeds are used to acquire and operate our assets.

Substantially all of our business will be conducted through our operating partnership, of which we are the sole general partner. The initial limited partner of our operating partnership is our advisor. As we accept subscriptions for shares, we will transfer substantially all of the net proceeds of the Offering to our operating partnership as a capital contribution. The limited partnership agreement of our operating partnership provides that our operating partnership will be operated in a manner that will enable us to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability, and (3) ensure that our operating partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code of 1986, as ameneded (the “Code”), which classification could result in our operating partnership being taxed as a corporation, rather than as a partnership. In addition to the administrative and operating costs and expenses incurred by our operating partnership in acquiring and operating real properties, our operating partnership will pay all of our administrative costs and expenses, and such expenses will be treated as expenses of our operating partnership.

We believe our financial condition and results of operations will depend in significant part on our ability to identify and acquire properties and other real estate-related assets on favorable terms and, as discussed below, on our ability to lease the properties we acquire. We will seek to identify opportunities to acquire existing properties on favorable terms, and may also selectively seek to identify opportunities to acquire and develop new properties on favorable terms. Our acquisition and development of properties will be impacted by a number of conditions which are beyond our control, including property and market specific conditions and general economic conditions. Our acquisition and development of properties will also entail certain risks and uncertainties, including that our investments may not sustain or achieve the occupancy and rental rate levels we anticipate or will otherwise fail to perform as anticipated. In addition, we will face significant competition for attractive acquisition opportunities from other real estate investors, many of whom may have greater financial resources than we do. Further, we may be unable to finance the acquisition or development of investment opportunities which we identify. In the event that we are unable to identify and make sufficient investments on favorable terms, or if the investments we make do not perform as we anticipate, our financial condition, results of operations and ability to pay distributions to our stockholders would be adversely affected.

We anticipate that we will generate revenue primarily from rental income from relatively long-term operating leases at the properties we acquire, although we may acquire properties leased to tenants with shorter lease terms if the property is in an attractive location or has other favorable attributes. Revenues generated from rental income, in addition to income generated from the sale of our investments, will be a significant source of funds for our liquidity. Our ability to successfully lease our property and the occupancy rates and rental rates at our properties will be impacted by a number of conditions which are beyond our control, including property and market specific conditions and general economic conditions. Our leasing of properties will also entail a variety of risks and uncertainties, including tenant defaults. If we are unable to rent the properties we acquire on favorable terms, are unable to maintain or increase occupancy and rental rates at the properties we acquire, or if a significant number of our tenants are unable to meet their rent payment obligations, our financial condition, results of operations and ability to pay distributions to our stockholders would be adversely affected.

Our advisor may, but is not required to, establish working capital reserves from offering proceeds out of cash flow generated by our investments or out of proceeds from the sale of our investments. We do not anticipate establishing a general working capital reserve; however, we may establish capital reserves with respect to particular investments. We also may, but are not required to, establish reserves out of cash flow generated by investments or out of net sale proceeds in non-liquidating sale transactions. Working capital reserves are typically utilized to fund tenant improvements, leasing commissions and major capital expenditures. Our lenders also may require working capital reserves.

To the extent that the working capital reserve is insufficient to satisfy our cash requirements, additional funds may be provided from cash generated from operations or through short-term borrowing. In addition, subject to the limitations described herein, we may incur indebtedness in connection with the acquisition of any real property or other real estate-related asset, refinance the debt thereon, arrange for the leveraging of any previously unfinanced property or reinvest the proceeds of financing or refinancing in additional properties or real estate-related assets.

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Factors Which May Influence Results of Operations

Markets Conditions

The recent recession and general economic downturn have led to high unemployment rates and a decline in consumer spending. These economic trends have contributed to an overall decline in the commercial real estate market, historically high vacancy rates, declining rental rates and declining property values. Increased vacancy rates generally result in lowered rental rates, increased expenses from tenant improvements and concessions, reduced revenues from properties and an increase in the number of properties facing foreclosure. Although the economy has recently shown certain signs of improvement, occupancy and rental rates in the commercial real estate market continue to be below those experienced before the recent recession and general economic downturn. If the current economic uncertainty persists or if general economic conditions worsen, we may experience vacancy rates which are substantially higher than we had anticipated and may be forced to offer lower rental rates and more favorable lease terms and tenant improvements or concessions than expected in order to attract or retain tenants. Although measures such as reduced rental rates and favorable lease terms may help us to attract and retain tenants, they may also reduce our revenues and impair our ability to repay financing associated with our properties and pay distributions to our stockholders. Our revenues will also be negatively impacted during any periods in which any properties we acquire are vacant or experience decreased occupancy, and increased vacancy rates could also cause the value of our investments to decrease below the amount we paid for such investments. An increase in vacancy rates may have a more significant impact on us, as compared to other investment vehicles, as our investment strategy will rely on relatively long-term leases with a relatively limited number of tenants in order to provide a stable stream of income to our stockholders.

The recent economic downturn and significant disruptions in domestic and international financial markets have adversely impacted the availability of credit and contributed to rising costs associated with obtaining credit, and the volume of mortgage lending for commercial real estate remains significantly lower than previous levels. As a result, we may experience more stringent lending criteria, which may affect our ability to finance our acquisitions or refinance any indebtedness we incur. Additionally, with respect to acquisitions for which we are able to obtain financing, the interest rates and other terms on such loans may be unacceptable. Our ability to access financing on favorable terms will depend upon various factors, including general market conditions, interest rates and credit ratings. If we are unable to obtain suitable financing for our acquisitions or we are unable to identify suitable investment opportunities at attractive prices in the current credit environment, our financial condition, results of operations and ability to pay distributions to our stockholders would be adversely affected.

We expect that the properties in our portfolio will be located in markets throughout the United States. Negative trends in regional or local economic or other conditions, adverse weather conditions, natural disasters and other events beyond our control in the markets and sub-markets in which our properties are located may adversely affect our financial condition, results of operations and ability to pay distributions to our stockholders.

Rental Income

The amount of rental income generated by our properties will depend principally on our ability to maintain the occupancy rates of currently leased space, to lease currently available space and lease space available from unscheduled lease terminations at the existing rental rates. Negative trends in one or more of these factors could adversely affect our rental income.

Offering Proceeds

Our ability to invest in properties and other real estate-related assets will depend upon the net proceeds raised in the Offering and our ability to finance the acquisition of such assets. If we are unable to raise substantially more than the Minimum Offering Amount, we will make fewer investments, resulting in less diversification in terms of the number of investments owned by us and fewer sources of income. In such event, the likelihood of our profitability being affected by the performance of any one of our investments will increase. In addition, if we are unable to raise substantial funds in the Offering, our fixed operating expenses, as a percentage of gross income, would be higher, which could affect our net income and results of operations.

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Critical Accounting Policies and Estimates

Our accounting policies have been established to conform to GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. Below are the accounting policies we believe will be critical once we commence principal operations. These policies require complex judgment in their application or estimates about matters that are inherently uncertain.

• Real Estate Assets – Depreciation, Real Estate Purchase Price Allocation and Impairment of Real Estate Assets;

• Rents and Other Receivables;

• Revenue Recognition; and

• Income Taxes.

A complete description of such policies and our considerations as of December 31, 2011 is included in our Annual Report on Form 10-K for the year ended December 31, 2011, and our critical accounting policies have not changed during the nine months ended September 30, 2012. The information included in this Quarterly Report on Form 10-Q should also be read in conjunction with our audited consolidated financial statements, and the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2011.

Qualifications as a REIT

We intend to make an election to be taxed as a REIT under Sections 856 through 860 of the Code beginning with the taxable year ending December 31, 2012. If we qualify as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year after the taxable year in which we initially elect to be taxed as a REIT, we will be subject to federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied. Failing to qualify as a REIT could materially and adversely affect our net income.

Results of Operations

As of September 30, 2012, we had not commenced any material operations as we are currently in the start-up phase of raising proceeds in our Offering and identifying real estate properties and real estate-related assets for acquisition. We expect that in future periods, as we continue to raise proceeds in the Offering and invest in income producing properties, our revenue and operating expenses will increase accordingly. We reimburse our advisor for all expenses it paid or incurred in connection with the services provided to us, subject to the limitation that we will not reimburse the advisor for any amount by which its operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.00% of average invested assets, or (ii) 25.00% of net income for that period, unless our independent directors find that, based on such unusual and non-recurring factors that they deem sufficient, a higher level of expenses is justified. We will also not reimburse the advisor for employee cost in connection with services for which the advisor receives acquisition fees or disposition fees or for personnel costs the advisor pays with respect to persons who serve as our executive officers. For the nine months ended September 30, 2012, our operating expenses exceeded this limitation by a total of approximately $483,000. Our board of directors, including all of our independent directors, has determined that this excess amount is justified based on unusual and non-recurring factors deemed sufficient by the board of directors, including but not limited to board of director fees, legal fees and other professional fees.

Liquidity and Capital Resources

If we are unable to raise substantially more funds in the Offering than the Minimum Offering Amount, we will make fewer investments resulting in less diversification in terms of the type, number and size of investments we make and the value of an investment in us will fluctuate with the performance of the specific assets we acquire. Further, we will have certain fixed operating expenses, including certain expenses as a public REIT, regardless of whether we are able to raise substantial funds in the Offering. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to make distributions.

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We currently have no outstanding debt. Once we have fully invested the proceeds of the Offering, we expect that our overall borrowings will be 50% or less of the cost of our investments, although we expect to exceed this level during our offering stage in order to enable us to quickly build a diversified portfolio. Under our charter, we have a limitation on borrowing which precludes us from borrowing in excess of 300% of the value of our net assets, which generally approximates to 75% of the aggregate cost of our assets, though we may exceed this limit only under certain circumstances. We have not yet identified any sources of financing.

In addition to making investments in accordance with our investment objectives, we expect to use our capital resources to make certain payments to our advisor and SC Distributors, LLC, our dealer manager in the Offering. During our organization and offering stage, these payments will include payments to our dealer manager for selling commissions and the dealer manager fee and payments to our advisor for reimbursement of certain other organization and offering expenses. However, we will only reimburse our advisor for organization and offering expenses it may incur on our behalf to the extent that the reimbursement would not cause the total selling commissions, dealer manager fees and other organization and offering expenses borne by us to exceed 15.0% of gross offering proceeds as of the date of the reimbursement. We expect that organization and offering expenses (other than selling commissions and dealer manager fees) will be approximately 1.25% of the gross offering proceeds. During our operating stage, we expect to make payments to our advisor in connection with the acquisition of investments, the management of our assets and costs incurred by our advisor in providing services to us.

Our principal demand for funds will be to acquire properties and real estate-related assets, to pay operating expenses and interest on our outstanding indebtedness and to make distributions to our stockholders. Over time, we intend to generally fund our cash needs for items, other than asset acquisitions, from operations. Otherwise, management expects that our principal sources of working capital will include:

• current cash balances;

• public offerings;

• various forms of secured financing;

• equity capital from joint venture partners;

• proceeds from our operating partnership’s private placements, if any;

• proceeds from our distribution reinvestment plan; and

• cash from operations.

Over the short term, we believe that our sources of capital, specifically our cash balances, cash flow from operations, our ability to raise equity capital from joint venture partners, our ability to obtain various forms of secured financing and proceeds from our operating partnership’s private placement, if any, will be adequate to meet our liquidity requirements and capital commitments.

Over the longer term, in addition to the same sources of capital we will rely on to meet our short term liquidity requirements, we may also utilize additional secured and unsecured financings and equity capital from joint venture partners. We may also conduct additional public offerings. We expect these resources will be adequate to fund our operating activities, debt service and distributions, which we presently anticipate will grow over time, and will be sufficient to fund our ongoing acquisition activities as well as provide capital for investment in future development and other joint ventures along with potential forward purchase commitments.

Contractual Obligations

As of September 30, 2012, we had no material contractual obligations.

Off-Balance Sheet Arrangements

As of September 30, 2012 and December 31, 2011, we had no material off-balance sheet arrangements that had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources.

Commitments and Contingencies

We expect that we may be subject to certain contingencies and commitments with regard to future transactions. Refer to Note 7 to our condensed consolidated unaudited financial statements accompanying this Quarterly Report on Form 10-Q for further explanation.

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Inflation

Inflation might have both positive and negative impacts upon us. Inflation might cause the value of our real estate to increase. Inflation might also cause our costs of equity and debt capital and operating costs to increase. An increase in our capital costs or in our operating costs will result in decreased earnings unless it is offset by increased revenues. We anticipate that the leases at properties we acquire will generally provide for annual rent increases based on the consumer price index or similar adjustments, which we believe will help offset any increased costs as a result of inflation.

To mitigate the adverse impact of any increased cost of debt capital in the event of material inflation, we may enter into interest rate hedge arrangements in the future, but we have no present intention to do so. The decision to enter into these agreements will be based on the amount of our floating rate debt outstanding, our belief that material interest rate increases are likely to occur and requirements of our borrowing arrangements.

Related-Party Transactions and Arrangements

We have entered into agreements with our advisor and its affiliates, whereby we agree to pay certain fees to, or reimburse certain expenses of, our advisor and its affiliates for acquisition expenses and fees, organization and offering expenses, sales commissions, dealer manager fees, asset and property management fees and reimbursement of operating costs. Refer to Note 4 to our condensed consolidated unaudited financial statements included in this Quarterly Report on Form 10-Q for a detailed discussion.

Funds from Operations and Modified Funds from Operations

One of our objectives is to provide cash distributions to our stockholders from cash generated by our operations and funds from operations (“FFO”). FFO is not equivalent to our net operating income or loss as determined under GAAP, but rather it is a measure promulgated by the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group. NAREIT’s belief is that FFO is a more accurate reflection of the operating performance of a REIT because of certain unique operating characteristics of real estate companies. We define FFO, consistent with NAREIT’s definition, as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis.

We, along with the others in the real estate industry, consider FFO to be an appropriate supplemental measure of a REIT’s operating performance because it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT using historical accounting for depreciation could be less informative.

Since the establishment of FFO as an industry benchmark, there have been changes in the accounting and reporting guidance (for acquisition fees and expenses from a capitalization/depreciation model to an expensed- as- incurred model) that have increased non-cash and non-operating items included in FFO. In addition, publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation and therefore require additional adjustments to FFO in evaluating performance. The Investment Program Association (the “IPA”), an industry trade group, has standardized a measure known as modified funds from operations (“MFFO”), which we believe to be another appropriate supplemental measure to reflect the operating performance of a REIT. The use of MFFO is recommended by the IPA as a supplemental performance measure for publicly registered, non-listed REITs. MFFO is a metric used by management to evaluate sustainable performance and dividend policy. MFFO is not equivalent to our net income or loss as determined under GAAP.

We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items included in the determination of GAAP net income: acquisition fees and expenses; amounts related to straight line rental income and amortization of above and below market leases and liabilities; accretion of discounts and amortization of premiums on debt investments; nonrecurring impairments of real estate-related investments; mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. Our MFFO calculation complies with the IPA’s

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Practice Guideline described above. In calculating MFFO, we exclude acquisition related expenses, amortization of above and below market leases, amounts related to straight line rents and the adjustments of such items related to noncontrolling interests in the operating partnership. Since MFFO excludes acquisition related expenses, it should not be construed as a historic performance measure.

Presentation of this information is intended to assist management and investors in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) as an indication of our performance, as an indication of our liquidity, or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with other measurements as an indication of our performance.

As of September 30, 2012, we have not presented FFO and MFFO calculations as we had not commenced any material operations given that we are currently in the start-up phase of raising proceeds in our Offering and identifying real estate properties and real estate-related assets for acquisition. We expect that in future periods, as we continue to raise proceeds in the Offering and invest in income producing properties, our revenue and operating expenses will increase accordingly and FFO and MFFO calculations will be more meaningful.

Subsequent Events

For a discussion of subsequent events, refer to Note 9 to our condensed consolidated unaudited financial statements included in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

When we commence principal operations, we will be exposed to interest rate changes primarily as a result of long-term debt used to acquire properties and make loans and other permitted investments. We intend to manage our interest rate risk by limiting the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we expect to borrow primarily at fixed rates or variable rates with the lowest margins available and, in some cases, with the ability to convert variable rates to fixed rates. With regard to variable rate financing, we will assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We may enter into derivative financial instruments such as interest rate swaps, interest rate caps, and rate lock arrangements in order to mitigate our interest rate risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of September 30, 2012 was conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of September 30, 2012 were effective.

Changes in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) in connection with the foregoing evaluations that occurred during the three months ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceedings.

Item 1A. Risk Factors

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On July 6, 2012, we issued to each one of our independent directors 3,000 shares of restricted stock in connection with such independent director’s re-election to the Company’s board of directors, for a total of 24,000 shares of common stock. The shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on Section 4(2) of the Securities Act. There were no other sales of unregistered securities for the three months ended September 30, 2012.

Share Repurchase Program

Our board of directors has adopted a share repurchase program that enables our stockholders to sell their shares to us after they have held them for at least one year, subject to certain conditions and limitations.

During the three months ended September 30, 2012, we did not repurchase shares of common stock under the share repurchase program.

Use of Public Offering Proceeds

On August 15, 2011, pursuant to a Registration Statement on Form S-11 (File No. 333-170173) under the Securities Act, we commenced our initial public offering of an aggregate of 110,526,316 shares of common stock. Of these shares, we are offering up to 100,000,000 shares of common stock at an initial purchase price of $10.00 per share (the “Offering”), and up to 10,526,316 shares of common stock pursuant to our distribution reinvestment plan at an initial purchase price of $9.50 per share, for a maximum offering of up to $1,100,000,000. We may reallocate the shares between the Offering and the distribution reinvestment plan.

As of September 30, 2012, we had issued 269,235 shares in the Offering for gross proceeds of approximately $2,221,000, out of which we paid approximately $6,600 in selling commissions and dealer manager fees. As of September 30, 2012, our Advisor had incurred organization and offering expenses of approximately $2,800,000. We have received net offering proceeds of approximately $2,214,000, which we intend to use to acquire real estate and real estate related assets.

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits listed on the Exhibit Index (following the signatures section of this Quarterly Report on Form 10-Q) are filed herewith, or incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

O’Donnell Strategic Industrial REIT, Inc. (Registrant)
By:	/s/ Christopher S. Cameron
	Christopher S. Cameron
	Chief Financial Officer (Principal Accounting Officer)

Date: November 14, 2012

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EXHIBIT INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended September 30, 2012 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.	Description
3.1	Articles of Incorporation (included as Exhibit 3.1 to the Registration Statement on Form S-11 filed on June 15, 2011, and incorporated herein by reference).
3.2	Bylaws of O’Donnell Strategic Industrial REIT, Inc. (included as Exhibit 3.2 to the Registration Statement on Form S-11 filed on October 27, 2010, and incorporated herein by reference).
4.1	Form of Subscription Agreement (included as Appendix A in the Prospectus Supplement filed on August 14, 2012, and incorporated herein by reference).
4.2	Form of Distribution Reinvestment Plan (included as Appendix B in the Registration Statement on Form S-11 filed on August 5, 2011, and incorporated herein by reference).
4.3	Form of Multi-Product Subscription Agreement (included as Appendix D in the Prospectus Supplement filed on August 14, 2012, and incorporated herein by reference).
4.4	Form of Multi-Product Subscription Agreement (included as Appendix E in the Prospectus Supplement filed on August 14, 2012, and incorporated herein by reference).
10.1	Amendment to Escrow Agreement dated July 27, 2012, by and among O’Donnell Strategic Industrial REIT, Inc., SC Distributors, LLC and UMB Bank, N.A. (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 30, 2012, and incorporated herein by reference).
10.2*	Agreement of Purchase and Sale and Joint Escrow Instructions, dated September 10, 2012, by and between O’Donnell Acquisitions, LLC and Flowbake Tampa East, LLC.
10.3*	Assignment of Agreement for Purchase and Sale, dated September 10 , 2012, by and between O’Donnell Acquisitions, LLC and OD Flowers Tampa, LLC.
31.1*	Certification of the Chief Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of the Chief Executive Officer and Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101***	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Unaudited Balance Sheets as of September 30, 2012 and December 31, 2011; (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011; (iii) the Condensed Consolidated Unaudited Statement of Stockholders’ Equity for the nine months ended September 30, 2012;(iv) the Condensed Consolidated Unaudited Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 and (v) the Notes to the Condensed Consolidated Unaudited Financial Statements tagged as blocks of text (included with this filing).

* Filed herewith.

** Furnished herewith. In accordance with Item 601(b) (32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

*** As provided in Rule 406T of Regulation S-T, this information is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, is deemed not to be filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liabilities under these sections.

EX-10.2

Exhibit 10.2

AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS

TO:	Macfarlane, Ferguson & McMullen, P.A.	Attn: J. Paul Raymond, Esq.
	625 Court Street, Suite 200	Telephone: (727)441-8966
	Clearwater, FL 33756	Facsimile: (727) 442-8470
		E-Mail: JPR @ MACFAR.COM

THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into this 10th day of September, 2012, and constitutes an agreement by which O’DONNELL ACQUISITIONS, LLC, a California limited liability company (“Buyer”), agrees to purchase and FLOWBAKE TAMPA EAST, LLC, a Florida limited liability company (“Seller”), agrees to sell the following:

A. The following parcel of land (the “Land”), situated in the City of Tampa, County of Hillsborough, Florida, located at 1988 Tampa East Boulevard, Tampa, Florida, which metes and bounds description of such land is anticipated to be as described on Exhibit “A” attached hereto and incorporated herein, and which Land is (or will be) improved with an approximately 12,160 square foot commercial truck and dock terminal for Flowers Baking Co. of Bradenton, LLC (“Tenant”) as the sole tenant. Seller currently is in the process of completing improvements on the Land for Tenant (the “Additional Improvements”).

B. Any and all structures, buildings, facilities, or other improvements situated on the Land, including the Additional Improvements (collectively, the “Improvements”);

C. All rights, privileges, easements, and appurtenances to the Land or the Improvements, including without limitation any mineral rights held by Seller and all easements, rights-of-way, and other appurtenances used or connected with the beneficial use or enjoyment of the Land or the Improvements (the term “Real Property” referring collectively to the Land, the Improvements, and all such attendant rights, privileges, easements and appurtenances);

D. All personal property, building equipment (including, without limitation, HVAC, air filtration, and other building systems), signs, site plans, surveys, soil and substrata studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans and other plans or studies of any kind relating to the Real Property, and other supplies and fixtures owned by Seller or any related or affiliated party and used in the operation of the Real Property (collectively, the “Personal Property”); and

E. All intangible property owned by Seller or any related or affiliated entity and used in connection with the Real Property or the Personal Property, including without limitation all leases, contract rights, guaranties, permits and warranties (the “Intangible Personal Property”).

The Real Property, the Personal Property, and the Intangible Personal Property are sometimes collectively referred to as the “Property”.

The terms and conditions of this Agreement and the instructions to Macfarlane, Ferguson & McMullen, P.A. (“Closing Attorney”) are as follows:

1. Purchase and Sale. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, upon the terms and conditions set forth herein.

2. Purchase Price. The purchase price (“Purchase Price”) for the Property shall be ONE MILLION SIX HUNDRED EIGHTY-FOUR THOUSAND SIXTY-SEVEN DOLLARS ($1,684,067.00), payable as follows:

(a) Upon the “Effective Date”, as defined in Section 3, Buyer shall deposit, or cause to be deposited with Closing Attorney the sum of FIFTY THOUSAND DOLLARS ($50,000.00) (“Deposit”), which Deposit shall be applied toward payment of the Purchase Price upon the “Closing” (as defined in Section 3). The Deposit shall be invested by Closing Attorney in an interest-bearing account with SunTrust (the “Escrow Account”) with all interest accruing thereon paid to the party entitled to the Deposit or, at Buyer’s election, credited to the Purchase Price upon the “Closing”, as hereafter defined. If the Closing fails to occur for any reason other than a material default by Buyer, the Deposit plus any accrued interest thereon shall be immediately returned by Closing Attorney to Buyer, and, without waiver of any other rights Buyer may have at law, in equity or under this Agreement, this Agreement shall be deemed terminated.

(b) In addition to the Deposit, Buyer shall also concurrently deposit with Closing Attorney the additional sum of One Hundred Dollars ($100.00) (the “Independent Consideration”). The Independent Consideration shall be non-refundable to Buyer as independent consideration for the rights extended to Buyer under this Agreement. The Independent Consideration shall be released to Seller immediately following Buyer’s deposit of the Independent Consideration with the Closing Attorney. In all instances under this Agreement in which Buyer elects to terminate or is deemed to have terminated this Agreement, Seller shall retain the Independent Consideration. The Independent Consideration shall not be applicable towards the Purchase Price.

(c) Upon the later of (a) the expiration of the Inspection Period (as defined in Section 5 below) and (b) five (5) business days after Seller provides Buyer with copies of the full set of Completion Documents (as defined in Section 11 below), provided this Agreement has not otherwise been terminated, Buyer shall deposit or cause to be deposited with Closing Attorney, by confirmed wire transfer of funds, the sum of FIFTY THOUSAND DOLLARS ($50,000.00) (“Additional Deposit”), which Additional Deposit shall be applied towards payment of the Purchase Price upon the Closing. The Additional Deposit shall be deposited in the Escrow Account by Closing Attorney with all interest accruing thereon paid to the party entitled to the Additional Deposit or, at Buyer’s election, credited to the Purchase Price upon the Closing. Should the Closing fail to occur for any reason other than a material default by Buyer, including without limitation Seller’s failure to satisfy a condition to Buyer’s obligations hereunder and Buyer’s refusal to waive such failure, then the Additional Deposit and any accrued interest thereon shall be immediately returned by Closing Attorney to Buyer, and without waiver of any other rights Buyer may have at law, in equity or under this Agreement, this Agreement shall be deemed terminated.

(d) Upon the Closing, Buyer shall deposit or cause to be deposited with Closing Attorney, in the form of a confirmed wire transfer of funds, the balance of the Purchase Price, plus such additional funds, if any, as may be required to pay Buyer’s share of prorations and closing costs, as set forth herein.

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3. Closing.

(a) Effective Date. For the purposes of this Agreement, the “Effective Date” shall be deemed the date Closing Attorney shall have received an executed counterpart of this Agreement from both Buyer and Seller. Upon the Effective Date, Closing Attorney shall provide Buyer and Seller with a fully executed copy of the Agreement by e-mail. In addition, Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary supplemental closing instructions of Closing Attorney or other instruments as may be reasonably required by Closing Attorney. The printed portions of any such supplemental instructions shall not amend or supersede any portions of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control.

(b) Closing. For purposes of this Agreement, the “Closing” shall be defined as the date that the Special Warranty Deed, the form of which is attached hereto and incorporated herein as Exhibit “C” (“Special Warranty Deed”), conveying the Land and Improvements to Buyer, is executed and delivered to the Closing Attorney (as defined below) for delivery and recording in the Official Records of Hillsborough County, State of Florida. The Closing shall be on or before the date (the “Closing Date”) that is ten (10) days after the later of (a) the expiration of the Inspection Period and (b) Seller provides Buyer with copies of the Completion Documents, provided that the deposits required by Paragraphs 13 and 14 below have been made by Seller and Buyer, respectively, and all conditions precedent to Buyer’s obligations hereunder have either been satisfied or waived by Buyer.

(c) Closing Attorney. Pursuant to Florida law, all aspects of the Closing shall be conducted under the supervision and control of an attorney duly licensed to practice law in the State of Florida (the “Closing Attoney”), and such Closing Attorney shall obtain a closing protection letter from the Title Company (as defined below) for the benefit of Buyer. Unless otherwise agreed by the parties, the Closing Attorney shall be Macfarlane, Ferguson & McMullen, P.A. Buyer acknowledges that the Closing Attorney also represents Seller, and the Closing Attorney may continue to represent Seller in the event of any allegation of default by either Seller or Buyer provide the Closing Attorney complies with its escrow obligations under this Agreement.

4. Condition of Title. It shall be a condition to Buyer’s obligations hereunder that First American Title Insurance Company (together with such direct access re-insurers as Buyer shall approve) (“Title Company”) be unconditionally prepared and committed to issue its ALTA Owner’s Extended Coverage Title Insurance Form 2006 Policy with any exception for liens or parties in possession deleted (other than the rights of Tenant under the Lease) and together with any endorsements Buyer may require to the extent available in Florida (“Title Policy”) in the amount of the Purchase Price, showing fee title to the Land and Improvements vested in Buyer (or its title nominee, as hereinafter provided), subject only to the following (“Condition of Title”):

(a) A lien to secure payment of real estate taxes, not delinquent;

(b) Matters affecting the Condition of Title created by or with the written consent of Buyer; and

(c) Exceptions disclosed by a current extended coverage ALTA Commitment (“Commitment”) with respect to the Land and Improvements issued by the Title Company and which are approved or deemed approved by Buyer in accordance with this paragraph. Within ten (10) days after Effective Date, Seller, at its sole cost and expense, shall provide to Buyer the

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Commitment, together with legible copies of the instruments underlying any exceptions referred to in the Commitment (“Exceptions”), and Seller’s most recent copy of any survey of the Land and Improvements. Seller shall be absolutely obligated to remove, at or prior to Closing, and Buyer shall be deemed to have disapproved, all monetary exceptions to title other than non-delinquent real property taxes. If, on or before twenty (20) days following receipt of the Commitment, Exceptions and Survey, Buyer disapproves any non-monetary items described therein, Seller shall thereafter have the right to attempt to eliminate or ameliorate to Buyer’s satisfaction such matters as Buyer shall have so disapproved on or before the expiration of the Inspection Period. Seller shall give written notice to Buyer within such period whether Seller is unable or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable or unwilling to eliminate or ameliorate any such disapproved matters, Buyer shall have the right, exercisable by written notice delivered to Seller and Closing Attorney on or before the expiration of the Inspection Period, to (i) waive its prior disapprovals of those matters which Seller is unable to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved; or (ii) terminate the Agreement, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer and thereafter this Agreement and the rights and obligations of the parties hereunder shall terminate, except for Buyer’s indemnity obligations under Section 6 below.

(d) During the term of the Agreement, Seller shall not cause or permit title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant to the foregoing, without Buyer’s prior written consent. Seller shall provide whatever documentation and indemnities that are reasonably necessary to cause the Title Policy to delete any exceptions relates to mechanic’s/construction liens in connection with the Improvements. Buyer acknowledges that Seller is processing a plat or subdivision map (the “Map”) to cause the Land to be a separate legal parcel. Any material modification to the boundaries of the Land as compared to Exhibit “A” attached hereto shall entitled Buyer to terminate this Agreement if Buyer reasonably determines that such modification will adversly affect Buyer’s interest in the Property or value thereof, in which event, the Deposit and the Additional Deposit shall be returned to Buyer.

5. Inspection Period. For a period (the “Inspection Period”) commencing as of the Effective Date and continuing until the date that is twenty (20) days after the Effective Date and Seller provides Buyer with the Property Documents, Buyer shall have the right to review and satisfy itself that the legal, economic and physical aspects of the Property and the acquisition terms and conditions are satisfactory to Buyer, including, without limitation, Buyer’s review of such audits, marketing studies, appraisals, environmental reports, inspections or investigations with respect to the Property and this transaction as Buyer deems necessary or desirable in the exercise of its sole discretion. Buyer’s obligations hereunder shall be conditioned upon Buyer’s satisfaction with or waiver of such matters, which satisfaction or waiver shall be in Buyer’s sole, absolute and non-reviewable discretion. If Buyer, by the expiration of the Inspection Period, notifies Seller of its election to terminate this Agreement in a writing delivered to Seller and Closing Attorney, then the Deposit and the Additional Deposit and all accrued and unpaid interest thereon shall immediately be refunded by Closing Attorney to Buyer and thereafter this Agreement shall be deemed cancelled and neither party shall have any further rights or obligations hereunder, except for Buyer’s indemnity obligations under Section 6 below. Otherwise, on or before the expiration of the Inspection Period, Buyer shall be deemed to have elected to proceed to the Closing (the “Closing Notice”). Upon delivery, or deemed delivery, of the Closing Notice, Buyer shall be deemed to have approved all matters subject to its review during the Inspection Period, and the Deposit (and the Additional Deposit if paid pursuant to this Agreement) shall be deemed non-refundable to Buyer, subject to the satisfaction of the Conditions of Closing stated in Section 12 below. Within ten (10) days after the Effective Date (and within five [5] days after Seller obtains actual knowledge of the existence of

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any new information within the following categories), Seller shall deliver to Buyer (or make available to Buyer in an on-line data room) the following due diligence items, to the extent the same are in Seller’s possession or control:

(a) Copies of the lease between Seller and Tenant and amendments thereto (“Lease”) with respect to the Property;

(b) Copies (if any) of building permits, certificates of occupancy, subdivision maps and any and all other licenses, permits and governmental approvals and authorizations pertaining to the Property, and any notices of violation thereof served on Seller, including any building, fire or planning department notices;

(c) Copies (if any) of the current plans and specifications for the Improvements for the original shell construction and all tenant improvement work and any proposed plans and specifications for any further improvements to the Property, including any and all building department changes (collectively, the “Plans and Specifications”);

(d) Copies (if any) of any management contracts, construction contracts, service agreements, maintenance agreements, brokerage contracts, listing agreements and any other contracts or agreements between Seller and any third party affecting or relating to the ownership, operation, leasing, maintenance, repair or development of the Property including, without limitation, any executory contracts between Seller and any third party pertaining to the construction, operation, repair or maintenance of any of the Improvements, together with copies of all warranties with respect thereto;

(e) Any and all insurance policies, together with copies of the roof warranty;

(f) A draft of any conditions, covenants, restrictions or easements (collectively, the “CC&Rs”) that Seller contemplates to be recorded against the Land;

(g) Tenant financial statements in Seller’s possession or reasonably available to Seller;

(h) The most recent property tax statements for the Property for the current fiscal year and the prior two (2) fiscal years;

(i) Reserved;

(j) Reserved;

(k) A detailed list of all Personal Property including, without limitation, any and all fixtures, equipment and tools owned by Seller and used on or in connection with the Property to be conveyed to Buyer at Closing pursuant to the “Bill of Sale”, as hereafter defined, together with a copy of all warranties and guaranties applicable thereto. Such list shall reflect any and all security interests in the Personal Property;

(l) Any and all soils, geotechnical and environmental reports (if any), including asbestos, hazardous materials, Phase I or II assessments, and/or information on transformers or any other PCB generating devices;

(m) Any and all building inspection information and reports (if any);

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(n) Copies of all correspondence, memos, notes and any other writings between Seller and any governmental agencies or Tenant concerning the Property;

(o) All information regarding existing or pending assessment districts pertaining to the Property or any portion thereof;

(p) All information regarding any previous or pending litigation pertaining to the Property or any portion thereof;

(q) All information regarding the original construction year of the Improvements and the original developer, architect, contractor and structural, mechanical, electrical, civil and plumbing engineers;

(r) The most recent survey of the Property; and

(s) Within ten (10) days after Buyer provides Seller with a form reasonably requested by Buyer’s environmental consultant, a completed environmental questionnaire.

Seller shall be solely responsible for the costs of preparing copies of documents, schedules and lists referred to in this subparagraph. Buyer shall be solely responsible for any costs incurred in connection with its review and/or investigation of the matters set forth in this paragraph. Except as otherwise indicated, all instruments, documents and the like referenced above shall be delivered by Seller to Buyer on or before ten (10) days following the Effective Date, and Seller shall continue to provide to Buyer through the Closing any such additional instruments, documents and the like, and or modifications thereof, within ten (10) days after Seller obtains actual knowledge of the existence thereof. All such documents provided by Seller to Buyer pursuant to this Section shall be referred to herein as the “Property Documents.” The Property Documents shall be provided to Buyer without any representation or warranty by Seller with regard to the accuracy or adequacy of the information contained therein other than that the Seller has provided Buyer with complete copies of such information in Seller’s possession or control. Buyer acknowledges that it has been provided an adequate opportunity to perform all studies and investigations it shall require in its sole discretion with regard to the transactions contemplated by this Agreement.

6. Buyer’s Inspection Rights. During the term of this Agreement, Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Property at reasonable times during ordinary business hours, upon 24 hours prior notice to Seller and subject to the rights of Tenant in possession, to make any and all inspections and tests as may be necessary or desirable in Buyer’s sole judgment and discretion, provided however that any invasive testing such as soil borings or similar testing shall require Seller’s prior written approval. Buyer’s obligations hereunder shall be subject to its satisfaction with the apparent physical condition of the Land and the Improvements (including, without limitation, the absence of any hazardous materials or toxic wastes, asbestos or asbestos containing materials and PCBs). Buyer shall use care and consideration in connection with any of its inspections. No such inspection or examination by Buyer shall be deemed to expressly or implicitly waive any representation or warranty made by Seller in this Agreement. Buyer shall indemnify and hold Seller harmless from damages resulting from such entry and/or activities upon the Property by Buyer, its agents, contractors and subcontractors; provided, however, such obligation to indemnify and hold harmless shall not include any diminution in property value, clean up or containment costs or any other loss, liability or expense due merely to the discovery of the presence of hazardous waste or toxic substances on the Property. Buyer and its agents, contractors and subcontractors shall not interfere with the ongoing construction of the Improvements on the Property by Seller.

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7. Disclaimer Of Warranties. SUBJECT TO SELLER’S REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT, SELLER OR ITS AGENTS HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, PHYSICAL CONDITION OR OPERATION OF THE PROPERTY, ZONING, THE SUITABILITY OR FITNESS OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, IF ANY, FOR ANY SPECIFIC OR GENERAL USE OR PURPOSE, THE AVAILABILITY OF WATER, SEWER OR OTHER UTILITY SERVICE, OR ANY OTHER MATTER AFFECTING OR RELATING TO THE PROPERTY, ITS DEVELOPMENT OR USE INCLUDING BUT NOT LIMITED TO, THE PROPERTY’S COMPLIANCE WITH ANY ENVIRONMENTAL LAWS. NEITHER PARTY IS RELYING ON ANY STATEMENT OR REPRESENTATIONS MADE BY THE OTHER NOT EMBODIED HEREIN. BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH WARRANTIES AND REPRESENTATIONS HAVE BEEN MADE, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT. BUYER ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT FOR INSPECTION AND INVESTIGATION OF THE PROPERTY ARE ADEQUATE TO ENABLE BUYER TO MADE BUYER’S OWN DETERMINATION WITH RESPECT TO MERCHANTABILITY, QUANTITY, QUALITY, PHYSICAL CONDITION OR OPERATION OF THE PROPERTY, ZONING, SUITABILITY OR FITNESS OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, IF ANY, FOR ANY SPECIFIC OR GENERAL USE OR PURPOSE, THE AVAILABILITY OF WATER, SEWER OR OTHER UTILITY SERVICE OR ANY OTHER MATTER AFFECTING OR RELATING TO THE PROPERTY, ITS DEVELOPMENT OR USE, INCLUDING WITHOUT LIMITATION, THE PROPERTY’S COMPLIANCE WITH ANY ENVIRONMENTAL LAWS. AS OF CLOSING, BUYER WILL BE DEEMED TO HAVE INSPECTED THE PROPERTY OR CAUSED SUCH INSPECTION TO BE MADE AND WILL BE THOROUGHLY FAMILIAR AND SATISFIED THEREWITH. SUBJECT TO SELLER’S REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT, BUYER SHALL TAKE THE PROPERTY IN ITS PHYSICAL CONDITION, “AS IS, WHERE IS, WITH ALL FAULTS.” SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION MADE OR GIVEN BY ANYONE PERTAINING TO THE PROPERTY EXCEPT TO THE EXTENT SET FORTH IN THIS AGREEMENT.

8. Buyer’s Representations and Warranties. In consideration of Seller’s entering into this Agreement and as an inducement to Seller to sell the Property, Buyer makes the following representations and warranties, each of which is material and is being relied upon by Seller (the continued truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder):

(a) This Agreement has been duly and validly authorized, executed and delivered by Buyer and no other action is requisite to the valid and binding execution, delivery and performance of this Agreement by Buyer. Other than as disclosed in this Agreement, no consents or waivers of or by any third party are necessary to permit the consummation by Buyer of the transactions contemplated pursuant to this Agreement; and

(b) Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets (v) admitted in writing Buyer’s inability to pay its debts as they come due, or (vi) made an offer of settlement, extension, or composition to its creditors generally.

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9. Seller’s Representations and Warranties. In consideration of Buyer’s entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller makes the following representations and warranties, each of which is material and is being relied upon by Buyer (the continued truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder):

(a) This Agreement has been duly and validly authorized, executed and delivered by Seller and no other action is requisite to the valid and binding execution, delivery and performance of this Agreement by Seller. Other than as disclosed in this Agreement, no consents or waivers of or by any third party are necessary to permit the consummation by Seller of the transactions contemplated pursuant to this Agreement;

(b) To the best of Seller’s knowledge, there are no actions, suits or proceedings pending against, threatened or affecting the Lease or the Property, at law or in equity, and there are no pending or threatened proceedings in eminent domain or otherwise which would affect the Property or any portion thereof;

(c) To the best of its knowledge, Seller is not aware of the existence of any violation of law or governmental regulation with respect to the Property;

(d) There are no agreements (whether oral or written) between Seller and any other party affecting or relating to the right of any party with respect to possession or maintenance of the Property, or any portion thereof, which are obligations which will affect the Property or any portion thereof subsequent to the recordation of the Special Warranty Deed, except as set forth in the Lease or as may be reflected in the Condition of Title or the Property Documents;

(e) To the best of Seller’s knowledge, all water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by law and for the normal operation of the Property are (or will be by Closing) fully installed, function properly, are adequate to service the Property and all hook-up and similar charges have been paid in full;

(f) To the best of Seller’s knowledge, Seller has acquired all licenses, permits, easements (other than the CC&Rs to be approved by Buyer and recorded on or before Closing), rights of way and all building and occupancy permits from any governmental authority having jurisdiction, relating to Seller’s operation of the Property;

(g) To the best of Seller’s knowledge, the Property is zoned for the uses contemplated in the Lease;

(h) Seller has received no written notice from any insurance carrier of the Property regarding dangerous, illegal or other conditions requiring corrective action;

(i) The Lease is in full force and effect on the terms set forth therein and has not been modified, amended, or altered, in writing or otherwise. The Lease sets forth the entire agreement between Seller and Tenant with respect to the Property. Seller has not received any prepaid rent or other payments (except to the extent Buyer receives a credit for the same at Closing) or any security deposit in connection with the Lease, and to the best of Seller’s knowledge, Tenant is not entitled to any abatement of rent. Seller is not in default with respect to the Lease nor will Seller be in default thereunder but for the requirements of notice or the passage of time, or both. There have been no claims asserted by Tenant for offsets against rent or any other monetary or other claim made against Seller, as landlord, which shall apply after the Closing. Tenant has not been given any concession or consideration for the rental of any space

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that shall apply after the Closing, and Tenant is not entitled hereafter to any concessions, rebates, construction of further improvements, moving or other allowances or free or reduced rent for any period after the Closing, except as set forth in the Lease. Seller is not aware of any default by Tenant under the Lease, or that Tenant would be in default with notice or the passage of time or both. All leasing commissions with respect to each Lease, including any renewal or expansion options, have been paid by Seller and there are no outstanding commission obligations or listing agreements that will affect Buyer or the Property after the Closing;

(j) Reserved;

(k) Except as disclosed in the Commitment, no assessments for public improvements have been made against the Property that remain unpaid including, without limitation, those for construction of sewer and water lines and mains, street lights, streets, sidewalks and curbs;

(l) The documents delivered by Seller to Buyer pursuant to paragraph 5 are complete copies of all of the documents in Seller’s possession or control relative to the leasing, use, ownership, development, maintenance, management and repair of the Property. Seller has not assigned its rights thereunder to any other person, firm or entity and no further consent is necessary or required to make the Assignment of Lease and Assignment of Contracts effective;

(m) To the best of Seller’s knowledge, there is no material defect in the condition of the Property, or any portion thereof, which has not been corrected or which will impair the operation of the Property;

(n) To the best of Seller’s knowledge, the Improvements are being completed and installed in accordance with the plans being delivered to Buyer pursuant to paragraph 5 above, which plans were approved by all governmental authorities having jurisdiction thereof;

(o) To the best of Seller’s knowledge, Seller has delivered to Buyer complete copies of all material existing site assessment reports and certifications within its possession or control with respect to the presence or absence of Hazardous Materials (as defined below on the Property). To the best of Seller’s knowledge, except as disclosed in the reports identified in paragraph 5 above (the “Reports”), there are no surface or subsurface soil, water, mineral, chemical or environmental conditions which, or which with the passage of time, will require removal, remediation or encasement of materials or reporting to any governmental authority or constitute a nuisance, a violation of any federal, state or local environmental protection, maintenance, preservation or improvement statute, regulation or ordinance or otherwise adversely affect the use and operation of the Property and, except as disclosed in the Reports, and to the best of Seller’s knowledge, there are no underground or other storage tanks situated on the Property and no such tanks have in the past been present on and removed from the Property. To the best of Seller’s knowledge, except for fuels and other materials used in the ordinary course of construction of the Improvements, neither Seller nor Tenant has ever generated, stored, handled or disposed of any Hazardous Materials at the Property or permitted the same in violation of applicable law, and except as disclosed in the Reports, and to the best of Seller’s knowledge, there has been no release, threatened release, discharge, spillage, uncontrolled loss, seepage or filtration of any Hazardous Materials at the Property. For such purposes, “Hazardous Materials” shall mean any material hazardous to human health including any inflammable explosives, radioactive materials, asbestos, polychlorinated biphenyls, hazardous materials, hazardous wastes, hazardous or toxic substances, oil, or related materials, which are listed in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act, the Toxic

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Substances Control Act, the Safe Drinking Water Act or similar state law, or in the regulations adopted and publications promulgated pursuant thereto, or in any other federal, state or local environmental law, ordinance, rule or regulation, whether now existing or hereafter arising;

(p) Seller is not a “foreign person” within the meaning of Section 1445 et seq. of the Federal Code; and

(q) Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (v) admitted in writing Seller’s inability to pay its debts as they come due, or (vi) made an offer of settlement, extension, or composition to its creditors generally.

Notwithstanding anything to the contrary herein, the effect of the representations and warranties made in this Agreement shall not be diminished or deemed to be waived by any inspections, tests or investigations made by Buyer or its agents; provided, however, that Buyer shall not be entitled to rely and any of the representations or warranties made in this Agreement to the extent any information obtained by Buyer is inconsistent with such representations or warranties. Buyer shall either disclose such inconsistency to Seller prior to Closing for resolution thereof or, subject to Buyer’s termination rights for a changed matter after the end of the Inspection Period, Buyer shall be deemed to have waived any claim arising therefrom. Except as expressly herein otherwise provided, the representations and warranties of Seller set forth in this Agreement shall be true on and as of the Closing as if those representations and warranties were made on and as of such time.

10. Covenants of Seller. Seller hereby covenants with Buyer as follows:

(a) Prior to Closing, Seller shall neither execute any new lease nor renew, modify, terminate or grant any material consent with respect to the existing Lease without Buyer’s prior written consent. Prior to Closing, Seller shall not accept from Tenant payment of rent or other charges more than one (1) month in advance or apply any security deposit to rent due from any Tenant. At Closing, the security deposit provided for under the Lease shall be fully assigned to Buyer, and Tenant or any other party shall not have any claim (other than for customary refund at the expiration of the Lease) to all or any part of any security deposit. Where Buyer’s consent is required pursuant to this subparagraph, it shall be deemed given unless Seller is otherwise notified orally or in writing within five (5) days of Buyer’s receipt of a proposed new or modified Lease;

(b) Prior to Closing, Seller shall not enter into any contract nor renew, modify, terminate or grant any material consent with respect to any existing contract with respect to the Property which will survive Closing or otherwise affect the use, operation or enjoyment of the Property after Closing without Buyer’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Where Buyer’s consent is required pursuant to this subparagraph, it shall be deemed given unless Seller is otherwise notified orally or in writing within five (5) days of Buyer’s receipt of a proposed new or modified contract. Prior to the expiration of the Inspection Period, Buyer shall provide Seller with written notice of the contracts that Buyer will assume pursuant to the Assignment of Contracts (as hereafter defined), and Seller hereby agrees to terminate, as of the Closing, all contracts not to be assumed by Buyer pursuant to the Assignment of Contracts;

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(c) Prior to the end of the Inspection Period, Seller shall use commercially reasonable efforts to obtain an estoppel certificate signed by Tenant where Tenant represents that the Lease constitutes the entire agreement between Seller and Tenant with respect to the Property and that Tenant has no knowledge of any default by Seller under the Lease or any condition that would become a default by Seller but for the requirements of notice or the passage of time, or both.

(d) As part of the package of Completion Documents, Seller shall obtain from Tenant and deliver to Buyer a duly executed estoppel certificate (“Estoppel Certificate”), the form of which is attached hereto as Exhibit “K”, including such other information as Buyer may reasonably require subject to the terms of the Lease, dated on or after Tenant has accepted the completion of the Additional Improvements and affirmed its obligation to commence paying additional rent therefor in accordance with the Lease. If Seller fails to timely obtain the Estoppel Certificate containing no adverse claims or allegations from Tenant, or if any Estoppel Certificate contains allegations of material defaults by Seller or information concerning the Lease different from the information provided by Seller to Buyer, Buyer shall have the right to, without waiver of any other rights Buyer may have at law, in equity or under this Agreement, terminate this Agreement, in which event the Deposit and the Additional Deposit and all interest accrued thereon shall be immediately refunded to Buyer and thereafter neither party shall have any further obligations hereunder.

(e) The existing insurance policies shall remain continuously in force through the day of Closing;

(f) At all times prior to Closing, Seller shall operate and manage the Property as required by the Lease;

(g) At all times prior to Closing, Seller shall perform when due all of Seller’s obligations under the Lease and any and all contracts and agreements affecting the Property;

(h) Reserved;

(i) To the extent the Lease does not require Tenant to pay for such items, Seller has paid or will pay in full, prior to Closing, bills and invoices for labor, goods, material and services of any kind relating to the Property, utility charges, and employee salary and other accrued benefits relating to the period prior to Closing. Any alterations, installations, decorations and other work required to be performed under the Lease or other agreements affecting the Property have been, or will by Closing be, completed and are, or will be, paid in full. Any brokerage fee or similar commission which is or will become due and payable in connection with the Lease has been or will be paid by Seller prior to Closing;

(j) All action required pursuant to this Agreement which is necessary to effectuate the transaction contemplated herein will be taken promptly and in good faith by Seller;

(k) After the date hereof and prior to Closing, no part of the Property, or any interest therein, will be alienated, liened, encumbered or otherwise transferred. Seller shall make all payments of principal and interest required under any mortgage due prior to Closing;

(l) Seller, upon learning of same prior to Closing, shall promptly notify Buyer of any change in any of the Property Documents, change in the condition with respect to the Property or any event or circumstance which would render any representation, covenant or

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warranty of Seller under this Agreement untrue or misleading in any material respect. If any changed circumstance could have a material adverse affect on Buyer, the Property or the value thereof, as reasonably determined by Buyer, Buyer shall have the right, exercisable by written notice delivered to Seller and Closing Attorney within five (5) business days of receipt of Seller’s notice, to (i) approve any such amendments or changes; or (ii) terminate the Agreement, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer and thereafter this Agreement and the rights and obligations of the parties hereunder shall terminate, except as and to the extent otherwise expressly herein provided.

11. Completion of the Asset.

(a) “Completion of the Asset” shall be deemed to have occurred upon final completion of the Additional Improvements and Seller’s delivery to Buyer of the following documents (collectively, the “Completion Documents”): (i) the Estoppel Certificate; (ii) all such information required by the Title Company to allow the Title Company to delete any exceptions related to liens against the Property in connection with the Additional Improvements; (iii) if required by Buyer, an updated ALTA survey (the “Survey”), prepared by a licensed land surveyor reasonably approved by Buyer, at Buyer’s sole cost and expense, certified to Title Company and Buyer and their successors and assigns and any other entity required by Buyer, meeting the standards required of Title Company to remove any exceptions to the Title Policy related to survey or inspection items, subject to reasonable modifications approved by Buyer, dated after substantial completion of the Additional Improvements, which Survey may include the depiction of the location of all improvements on the Property in relation to all boundary lines and easements; (iv) copies of all warranties applicable to the Additional Improvements; (v) copies of any other documents required to be provided to Tenant in connection with the completion of the Additional Improvements; and (vi) a copy of the recorded plat or subdivision map in the form approved or deemed approved by Buyer causing the Land to be a separate legal parcel. Buyer will then have five (5) business days after receipt of the Completion Documents to inspect the Additional Improvements in order to ensure they have been constructed according to the Plans and Specifications for such Additional Improvements as provided to Buyer as part of the Property Documents. Buyer shall notify Seller in writing within said five (5) business days if Buyer has a good faith basis to believe that the Additional Improvements were not constructed according to the Plans and Specifications or that the Completion Documents are not accurate or complete. If Completion of the Asset has not occurred by November 15, 2012, Buyer may elect may either of the following options by written notice thereof to Seller:

(i) Continue the term of this Agreement pending Completion of the Asset; or

(ii) Terminate this Agreement, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer and thereafter this Agreement and the rights and obligations of the parties hereunder shall terminate, except as and to the extent otherwise expressly herein provided.

(b) If Buyer elects to continue this Agreement pursuant to clause (i) above, then by the fifteenth (15^th) day of each subsequent month, if Completion of the Asset has not occurred, Buyer shall have the same option to continue or terminate as set forth above.

(c) When Seller reasonably believes that all requirements for Completion of the Asset will be achieved within twenty (20) days, Seller shall provide written notice thereof to Buyer (the “Anticipated Completion Notice”).

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(d) Seller hereby agrees to protect, defend, indemnify and hold Buyer free and harmless from any lien claims related to the Additional Improvements. The foregoing indemnity shall survive the Closing.

12. Conditions of Closing. In addition to the other terms and provisions of this Agreement which give Buyer the right to terminate this Agreement, Buyer’s obligation to purchase the Property from Seller shall be subject to the occurrence and/or satisfaction of the following conditions (or Buyer’s written waiver thereof, it being agreed that Buyer may waive any or all of such conditions):

(a) Completion of the Asset (including recordation of the plat or subdivision map causing the Land to be a separate legal parcel);

(b) The Title Company is unconditionally prepared and committed to issue the Title Policy insuring title to the Property vested in Buyer or its nominee in the amount of the Purchase Price, subject only to the approved Condition of Title;

(c) Receipt of any and all third-party consents needed to allow Seller to assign the contracts set forth in the Assignment of Contracts (if applicable);

(d) As of the Closing, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement;

(e) At Closing, (i) there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which after Closing would materially adversely affect the value of the Property or the ability of Buyer to operate the Property in the manner in which it is currently being operated, and (ii) the physical condition of the Property shall be substantially the same as on the date of execution of this Agreement, reasonable wear and tear and the Additional Improvements excepted; and

(f) All representations and warranties made by Seller to Buyer in this Agreement shall be true and correct as of the Closing.

If any of the foregoing are not satisfied or waived by Buyer, Buyer shall have the right, without waiver of any other rights it may have at law, in equity or under this Agreement, to terminate this Agreement, in which event the Deposit and the Additional Deposit together with all interest accrued thereon, shall immediately be refunded to Buyer and thereafter neither party shall have any further obligations hereunder.

13. Deposits by Seller. At least two (2) business days prior to the scheduled Closing Date, Seller shall deliver to Closing Attorney for recordation or delivery to Buyer upon the Closing, the following documents and instruments, fully executed and acknowledged where appropriate:

(a) The Special Warranty Deed conveying the Land and Improvements to Buyer (or its title nominee, as hereafter provided);

(b) The original Lease (or a certified true copy thereof), any amendments thereto, all documents, agreements and other writings referenced therein, and all lease files pertaining to the Lease;

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(c) An Assignment of Lease (“Assignment of Lease”), the form of which is attached hereto and incorporated herein as Exhibit “E”, pursuant to which Seller assigns to Buyer all of Seller’s right, title and interest in and to the Lease;

(d) Any and all contracts affecting the maintenance, repair, improvement and/or development of the Property that Buyer has agreed to assume in accordance with paragraph 11 hereof;

(e) An Assignment of Contracts (“Assignment of Contracts”), the form of which is attached hereto and incorporated herein as Exhibit “F”, pursuant to which Seller assigns to Buyer all of Seller’s right, title and interest in and to the contracts affecting the maintenance, repair, improvement and/or development of the Property;

(f) Any and all “reliance letters” requested by Buyer during the Inspection Period and agreed to be provided by Seller in connection with the design, improvement and/or development of the Property;

(g) A Bill of Sale (“Bill of Sale”), the form of which is attached hereto and incorporated herein as Exhibit “G”, conveying all of Seller’s right, title and interest in and to any and all Personal Property appurtenant to the Property;

(h) A General Assignment (“General Assignment”), the form of which is attached hereto and incorporated herein as Exhibit “H”, pursuant to which Seller assigns to Buyer all of Seller’s right, title and interest in and to any and all warranties, guaranties, licenses, permits, plans, maps, name rights and other documents and instruments pertaining to the Property, to the full extent that such assignment is permitted by law;

(i) A Certification re Withholding, executed by Seller pursuant to Section 1445 et seq. of the Internal Revenue Code of 1986, as amended, the form of which is attached hereto and incorporated herein as Exhibit “J”;

(j) Reserved;

(k) A Certification of Representations and Warranties, the form of which is attached hereto and incorporated herein as Exhibit “I”;

(l) A letter, in a form approved by Buyer, signed by Seller and addressed to Tenant, advising Tenant of the sale herein to Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer;

(m) A closing statement (“Closing Statement”) prepared by Closing Attorney, setting forth all payments, adjustments, prorations, closing costs and expenses attributable to this transaction;

(n) Reserved;

(o) All keys to all locks located on the Property to the extent in Seller’s possession or control;

(p) The original Estoppel Certificate addressed to Buyer from Tenant;

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(q) A Gap Indemnity Agreement and Owner’s Affidavit in the forms approved by Seller and the Title Company.

14. Deposits by Buyer. At least two (2) business days before the scheduled Closing Date, Buyer shall deposit or cause to be deposited with Closing Attorney the funds which are to be applied towards the payment of the Purchase Price in the amounts and at the times designated in paragraph 2 above, less the aggregate of all security deposits and/or any prepaid rent by Tenant, and such other adjustments resulting from the prorations conducted pursuant hereto. In addition, at least two (2) business days before the scheduled Closing Date, Buyer shall execute and acknowledge (where appropriate) and deposit with Closing Attorney for delivery to Seller upon the Closing counterparts of the Assignment of Lease, the Assignment of Contracts and the Closing Statement.

15. Damage or Condemnation Prior to Closing. Seller shall promptly notify Buyer of any casualty to the Property or any condemnation proceeding commenced prior to the Closing. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property (which, for purposes of this Agreement, shall mean damage or loss which would entitle Tenant to either abate rent or terminate the Lease or is a type of casualty not fully covered by insurance and would require the lessor under the Lease to repair the same at its cost after Closing), Buyer may, at its option, elect either to:

(a) Terminate this Agreement, in which event all funds deposited with Closing Attorney by Buyer plus any accrued and unpaid interest thereon shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder; or

(b) Continue this Agreement in effect, in which event, upon the Closing, there shall be credited to the Purchase Price the amount of any deductible under Seller’s casualty insurance (for a casualty loss) and thereafter Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive which result from such casualty or condemnation proceeding.

If such casualty or proceeding relates to or may result in a loss which does not constitute a material portion of the Property, the amount of such loss shall be agreed upon by the parties in good faith and be credited to the Purchase Price upon the Closing, or if the parties cannot agree upon such credit, then there shall be credited to the Purchase Price the amount of any deductible under Seller’s casualty insurance (for a casualty loss) and thereafter Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive which result from such casualty or condemnation proceeding.

16. Costs and Expenses. The cost for recording fees and documentary transfer taxes in connection with this Closing, premiums for the Title Policy (excluding the cost of all endorsements) and all escrow fees to the Closing Attorney shall be paid by Seller. The cost of any Survey or endorsements to the Title Policy required by Buyer shall be paid by Buyer. All other costs and expenses shall be allocated between Buyer and Seller in accordance with customary practice in the county in which the Property is located.

17. Prorations. The following items shall be apportioned by the parties as of the Closing:

(a) Rents and other receivables under the Lease (collectively, “Rents”) shall be accounted for as follows:

(i) Rents due and payable in the month of the Closing shall be prorated between Buyer and Seller on the basis that Seller has collected all current Rents;

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(ii) Buyer shall be entitled to all Rents and other receivables accruing after the Closing;

(iii) Rents and other charges which at Closing are thirty (30) or more days past due (“Delinquent Rents”) shall not be prorated. After the Closing, any action taken by Seller against Tenant related to Delinquent Rents shall be a personal action against Tenant and shall not affect the Lease or Buyer’s or Tenant’s rights thereunder. For a period of thirty (30) days after the Closing, Buyer shall use reasonable efforts to collect Delinquent Rents, but such undertaking shall not be deemed to obligate Buyer to extend any funds or institute any legal proceedings of any kind. Rents and other amounts received by Buyer within thirty (30) days after Closing from a tenant owing Delinquent Rent shall be applied (A) first, to all of Buyer’s costs of collection incurred with respect to such tenant (including, without limitation, attorneys’ fees), (B) second, to rents due for the month in which such payment is received by Buyer, (C) third, to rents attributable to any period after the Closing which are past due on the date of receipt, and (D) then, to Delinquent Rents. Seller shall promptly remit to Buyer all sums received by Seller from Tenant after Closing other than for rents for which Buyer received credit hereunder;

(iv) Reserved; and

(v) Buyer shall be credited and Seller shall be charged with any security deposits or advance rentals in the nature of security deposits made by Tenant under the Lease.

(b) Seller shall pay all charges for deliveries made, insurance provided and services rendered to the Property up to the Closing. Any items on order but undelivered as of the Closing will be reviewed and accepted or cancelled as desired by Buyer without cost to Buyer.

(c) To the extent not paid by Tenant, real property taxes with respect to the Land and Improvements based upon the latest available tax information such that Seller shall be responsible for all such taxes levied against the Property to and including the day prior to the Closing (including, without limitation, any supplemental taxes levied against the Property and assessed after the Closing for any periods prior to the Closing) and Buyer shall be responsible for all taxes and assessments levied against the Property after the day prior to the Closing. In the event Seller receives any payment from Tenants for any taxes, Seller shall credit Buyer for all such amounts received. In the event the actual real property taxes differ from the latest available information used to prorate such amounts, Buyer and Seller shall re-prorate such amounts promptly upon receipt of information regarding such actual amounts.

(d) To the extent Tenant is not required to pay for such items under the Lease, utilities, services and operating expenses with respect to the Land and the Improvements based upon the latest available information, such that Seller shall be responsible for all such costs and expenses to and including the day prior to the Closing and Buyer shall be responsible for all such costs and expenses (except any management, service, maintenance or leasing fees and expenses pursuant to contracts not previously approved by Buyer during the Inspection Period) after the day prior to the Closing. Seller shall endeavor to have all meters read for all utilities servicing the Property including, without limitation, water, sewer, gas and electricity, for the period to and including the day prior to the Closing and shall pay all bills rendered on the basis of such readings. If, on the Closing, Seller is unable to have any utility meters read, Buyer and Seller shall estimate the amount of such bills based on the immediately preceding utility bills, and such amount shall be credited to Buyer at the Closing. Premiums for casualty and liability insurance shall not be prorated as Buyer will be obtaining its own such insurance upon the Closing.

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If any errors or omissions are made regarding adjustments and prorations as set forth above, the parties shall make the appropriate corrections promptly upon the discovery thereof. If any estimations are made at the Closing regarding adjustments or prorations (including, without limitation, with respect to utility charges, operating costs and expenses and supplemental tax bills relating to the Property), the parties shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid in cash to the party entitled thereto promptly upon demand. The foregoing provisions of this paragraph shall survive the Closing.

18. Disbursements and Other Actions by Closing Attorney.

(a) Upon the Closing, Closing Attorney shall promptly undertake all of the following in the manner indicated:

(i) Cause the Special Warranty Deed (and any other documents which the parties hereto may mutually direct) to be recorded in the Official Records of Hillsborough County, State of Florida;

(ii) Disburse all funds deposited with Closing Attorney by Buyer towards payment of the Purchase Price for the Property as follows:

(A) Deduct therefrom all items chargeable to the account of Seller pursuant hereto;

(B) The remaining balance of the funds so deposited by Buyer towards payment of the Purchase Price shall be disbursed to Seller promptly upon the Closing;

(iii) Disburse from funds deposited by Buyer with Closing Attorney towards payment of all closing costs chargeable to the account of Buyer pursuant hereto such monies as are necessary to pay all such closing costs of Buyer, and disburse the balance of such funds, if any, to Buyer.

(iv) Deliver the Lease and related documents, Estoppel Certificate, original contracts, Bill of Sale, General Assignment, Certification of Representations and Warranties, Certification re Withholding, and counterparts of the Closing Statement, the Assignment of Lease and Assignment of Contracts executed by Seller to Buyer;

(v) Deliver counterparts of the Closing Statement, the Assignment of Lease and the Assignment of Contracts executed by Buyer to Seller;

(vi) Mail the approved form of letter to the Tenant advising them of this transaction; and

(vii) Deliver to both Buyer and Seller copies of all documents delivered to either party hereto or recorded pursuant to this Agreement.

19. Real Estate Reporting Person. Closing Attorney is hereby instructed to comply with all applicable Federal, state and local reporting and withholding requirements relating to the close of this

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transaction. Closing Attorney is hereby designated the “real estate reporting person” for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045 4 and any instructions or settlement statement prepared by Closing Attorney shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Closing Attorney shall, in addition to complying with any applicable state and local requirements, file Form 1099 information return and send the statement to Seller if required under the aforementioned statute and regulation.

20. Partial Invalidity. If any portion of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, such portion shall be deemed severed from this Agreement and the remaining parts hereof shall remain in full force and effect as fully as though such invalid, illegal or unenforceable portion had never been part of this Agreement.

21. Attorneys’ Fees. In the event of any dispute, including without limitation, the bringing of any action or suit by a party hereto at law or equity against another party hereto by reason of any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then, in that event, the prevailing party in such action or dispute, whether by final judgment or out-of-court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including actual attorneys’ fees.

22. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered or sent, to the applicable addresses set forth below, by registered or certified mail, postage prepaid, return receipt requested, or delivered via a reliable overnight courier such as Federal Express, and shall be deemed received upon the earlier of (a) if personally delivered or via overnight courier, the date of delivery to the address of the person to receive such notice; or (b) if mailed, upon the date of receipt as disclosed on the return receipt.

To Buyer:	O’Donnell Acquisitions, LLC
	3 San Joaquin Plaza, Suite 160
	Newport Beach, California 92660
	Attn: Douglas O’Donnell
	Telephone: 949-718-9898
	Facsimile: 949-718-9393
	Email: dod@odonnellgroup.com
With a copy to:	Rutan & Tucker, LLP
	611 Anton Blvd., Suite 1400
	Costa Mesa, California 92626
	Attn: Shawn D. Monterastelli, Esq.
	Telephone: 714-338-1866
	Facsimile: 714-546-9035
	Email: smonterastelli@rutan.com
To Seller:	Flowbake Tampa East, LLC
	1180 Ponce De Leon Blvd. #801A
	Clearwater, FL 33756
	Attn: William B. Shirley
	Telephone: (727) 584-6405
	Facsimile: (727) 581-9295
	Email: bradshirley@gmail.com

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With a copy to:	J. Paul Raymond, Esq.
	Macfarlane, Ferguson & McMullen, P.A.
	625 Court Street, Suite 200
	Clearwater, FL 33756
	Telephone: (727)441-8966
	Facsimile: (727) 442-8470
	E-Mail: JPR @ MACFAR.COM
To Closing Attorney:	See page 1 of this Agreement

Notice of change of address shall be given by written notice in the manner detailed in this paragraph. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent.

23. Brokers. Upon the Closing, Seller shall pay all brokerage commissions due in connection with this transaction, including to Seller’s broker Colliers International, and Seller hereby agrees to protect, defend, indemnify and hold Buyer free and harmless therefrom. Buyer represents that it has had no dealings with any other broker related to this Property, and Buyer hereby agrees to protect, defend, indemnify and hold Seller free and harmless from any other brokerage claims arising from Buyer’s conduct. The foregoing indemnity shall survive the Closing or any termination of this Agreement.

24. Survival. The covenants, agreements, representations and warranties of both Buyer and Seller set forth in this Agreement shall survive the Closing for a period of one (1) year.

25. Required Actions of Buyer and Seller; Cooperation of Seller. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use their best efforts to accomplish the Closing in accordance with the provisions hereof. In addition, Seller agrees to cooperate with Buyer in Buyer’s efforts to obtain any permits, approvals, licenses, reviews or inspections by or from governmental agencies which Buyer may wish to obtain during the term of this Agreement and, in connection therewith, Seller shall, as owner of the Property, execute such affidavits, applications and other documents as Buyer may reasonably request; provided, however, that Seller shall incur no cost, expense or liability therefor.

26. Time of Essence. Time is of the essence of each and every term, condition, obligation and provision hereof.

27. Counterparts. This Agreement may be executed in several counterparts, each of which shall be fully effective as an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (for example, through email transmission of PDF files) shall be equally as effective as delivery of an original executed counterpart. Any party delivering an executed counterpart of this Agreement by facsimile or electronic transmission also shall deliver an original executed counterpart of this Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Agreement. Signature and acknowledgement pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one (1) document.

28. Captions. Any captions to, or headings of, the sections, paragraphs or subparagraphs of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.

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29. No Obligations to Third Parties. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties thereto, to any person or entity other than the parties hereto.

30. Exhibits. The exhibits attached hereto are hereby incorporated herein by this reference.

31. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto.

32. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

33. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

34. Fees and Other Expenses. Except as otherwise provided herein, each of the parties shall pay its own fees and expenses in connection with this Agreement.

35. Entire Agreement. THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT BETWEEN THE BUYER AND SELLER IN CONNECTION WITH THIS TRANSACTION, AND ANY ORAL OR PAROLE AGREEMENTS, REPRESENTATIONS OR WARRANTIES EXISTING BETWEEN THE BUYER AND SELLER RELATING TO THIS TRANSACTION WHICH ARE NOT EXPRESSLY SET FORTH HEREIN AND COVERED HEREBY SHALL BE DEEMED CANCELED AND OF NO FURTHER FORCE AND EFFECT. THE PARTIES HERETO INTEND THAT A COURT OR FINDER OF FACT SHALL FIND THAT THIS AGREEMENT IS THE FINAL EXPRESSION OF THE PARTIES’ AGREEMENT WITH RESPECT TO THE MATTERS CONTAINED HEREIN, THAT THIS AGREEMENT IS INTENDED TO BE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF THE AGREEMENT, AND THAT THE TERMS CONTAINED HEREIN SHALL NOT BE EXPLAINED OR SUPPLEMENTED BY COURSE OF DEALING OR USAGE OF TRADE OR BY COURSE OF PERFORMANCE.

36. Successors and Assigns. This Agreement and all of the terms, conditions and provisions hereof shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Seller shall not assign its rights or obligations hereunder without the prior written consent of Buyer. Buyer has the absolute right to assign its rights and obligations under this Agreement to either (a) any affiliate of Buyer or any entity in which Douglas O’Donnell has a direct or indirect ownership or controlling interest or (b) any other person or entity with the prior written approval of Seller, which approval shall not be unreasonably withheld (either being hereafter referred to as a “Permitted Transferee”). If the rights and obligations of Buyer hereunder shall be assigned by Buyer to a Permitted Transferee, (i) the assignor shall be released from any obligation or liability hereunder, except for the indemnity obligations in Section 6 above to the extent arising out of events occurring prior to such assignment, (ii) such Permitted Transferee shall be substituted as Buyer hereunder and shall be entitled to the benefit of and may enforce Seller’s covenants, representations and warranties hereunder as if such Permitted Transferee were the original Buyer hereunder, and (iii) such Permitted Transferee shall assume all obligations and liabilities of Buyer hereunder, subject to any limitations of such liabilities and obligations hereunder or provided by law.

37. Reserved.

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38. Default.

(a) If any of Seller’s representations and warranties contained herein shall not be materially true and correct, or if Seller shall have failed to perform any of the covenants and agreements contained herein to be performed by Seller within the time for performance as specified herein (including Seller’s obligation to close), Buyer may elect to (i) terminate Buyer’s obligations under this Agreement by written notice to Seller with a copy to Closing Attorney, or (ii) close, in which event Buyer may file an action for specific performance of this Agreement to compel Seller to close and/or cure such default, in whole or in part, or (iii) refuse to close by written notice to Seller with a copy to Closing Attorney, and Buyer shall be entitled to pursue an action for reimbursement of Buyer’s out-of-pocket costs incurred in connection with this Agreement.

(b) IF BUYER FAILS TO PURCHASE THE PROPERTY TO THE EXTENT REQUIRED BY THIS AGREEMENT, THEN, IN ANY SUCH EVENT, SELLER MAY TERMINATE THIS AGREEMENT AND SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN THE CASE OF BUYER’S DEFAULT IN IT’S FAILURE TO PURCHASE THE PROPERTY, THAT THE DEPOSIT AND THE ADDITIONAL DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES IN SUCH EVENT, AND THAT IN THE EVENT OF A BREACH BY BUYER AS DESCRIBED ABOVE, PROVIDED SELLER IS NOT ALSO THEN IN DEFAULT HEREUNDER, THE CLOSING ATTTORNEY, UPON INSTRUCTIONS FROM SELLER TO DO SO, SHALL DISBURSE THE DEPOSIT AND THE ADDITIONAL DEPOSIT TO SELLER, IN WHICH EVENT SELLER AND BUYER SHALL BE RELIEVED FROM ALL LIABILITY HEREUNDER. RECEIPT OF SUCH FUNDS SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A BREACH BY BUYER AS DESCRIBED ABOVE AND SELLER HEREBY WAIVES ANY RIGHT IT MAY HAVE AT LAW OR IN EQUITY TO COMPEL SPECIFIC PERFORMANCE OF THIS AGREEMENT BY BUYER. CLOSING ATTORNEY IS HEREBY RELEASED FROM ANY AND ALL LIABILITY WITH REGARD THERETO. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. NOTWITHSTANDING THE FOREGOING, THIS SECTION 37(B) SHALL NOT APPLY TO ANY RIGHTS OF SELLER OR OBLIGATIONS OF BUYER WITH RESPECT TO BUYER’S OBLIGATIONS UNDER SECTION 6 ABOVE.

Seller’s Initials Buyer’s Initials

39. Computation of Periods. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and Florida or national holidays, unless the period of time specifies business days; provided that, if the date or last date to perform any act or give a notice with respect to this Agreement shall fall on a Saturday, Sunday or a Florida or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or a Florida or national holiday. All prorations shall be made on an “actual days” basis, based on a 365-day year.

40. Indemnification of Closing Attorney.

(a) If this Agreement or any matter relating hereto shall become the subject of any litigation or controversy, Buyer and Seller agree, jointly and severally, to hold Closing Attorney

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free and harmless from any loss or expense, including attorneys’ fees, that may be suffered by it by reason thereof, except for losses or expenses which may arise from Closing Attorney’s negligent or willful misconduct. If conflicting demands are made or notices served upon Closing Attorney with respect to this Agreement, the parties expressly agree that Closing Attorney shall be entitled to file a suit in interpleader and obtain an order from the court requiring the parties to interplead and litigate their several claims and rights among themselves. Upon the filing of the action in interpleader, Closing Attorney shall be fully released and discharged from any obligations imposed upon it by this Agreement.

(b) Closing Attorney shall not be liable for the sufficiency or correctness as to form, manner, execution or validity of any instrument deposited with it, nor as to the identity, authority or rights of any person executing such instrument, nor for failure to comply with any of the provisions of any agreement, contract or other instrument filed with Closing Attorney or referred to herein. Closing Attorney’s duties hereunder shall be limited to the safekeeping of such money, instruments or other documents received by it as Closing Attorney, and for their disposition in accordance with the terms of this Agreement.

41. Mutual Covenant of Good Faith and Fair Dealing. Buyer and Seller covenant to each other to act in good faith and fair dealing with respect to each of their rights and obligations under this Agreement. As part of this covenant, Seller shall not market the Property or negotiate or enter into any agreement for the sale of any portion of the Property to another party during the pendency of this transaction.

42. Revocable Offer. Until the execution and delivery of this Agreement by Seller, this Agreement shall constitute an offer by Buyer to purchase the Property from Seller, which offer is revocable, at will, by Buyer. In any event, if this Agreement is not executed by Seller and returned to Buyer on or before August 31, 2012, this offer shall automatically be deemed revoked and this Agreement shall be deemed a nullity.

43. Seller’s Election of 1031 Exchange. Buyer agrees to cooperate with Seller if Seller elects to consummate the transaction set forth in this Agreement as a “like-kind exchange” within the purview and meaning of section 1031 of the Internal Revenue Code of 1986, as amended (“1031 Exchange”) including, without limitation, executing documents reasonably requested by Seller to effectuate such 1031 Exchange which are in form and content acceptable to Buyer; provided, however, that:

(a) The purchase and sale of the Property shall not be conditioned upon the consummation of the 1031 Exchange;

(b) In no event shall Seller be relieved from liability under this Agreement or any other escrow instructions, exhibits or documents to be executed in connection herewith including, without limitation, with respect to representations, warranties and indemnities of Seller to Buyer under this Agreement and its exhibits;

(c) The consummation of the 1031 Exchange shall be at no liability, risk or expense to Buyer, and Seller hereby agrees to and shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred in connection therewith; and

(d) The consummation of the 1031 Exchange shall not delay or extend the Closing Date.

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44. INDEPENDENT COUNSEL. EACH PARTY TO THIS AGREEMENT ADMITS, ACKNOWLEDGES AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH AND BE REPRESENTED BY INDEPENDENT COUNSEL OF SUCH PARTIES’ CHOICE IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND AMENDMENT OF THIS AGREEMENT. EACH PARTY FURTHER ADMITS, ACKNOWLEDGES AND REPRESENTS THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT MADE BY ANY OF THE ATTORNEYS AND REPRESENTATIVES OF THE OTHER PARTY WITH REGARD TO THE SUBJECT MATTER, BASIS, OR EFFECT OF THIS AGREEMENT.

45. Construction. As used in this Agreement, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context indicates. This Agreement shall be construed as a whole and in accordance with its fair meaning, the captions being for convenience only and not intended to fully describe or define the provisions in the portions of the Agreement to which they pertain. Each Party hereto, and counsel for each Party hereto, has reviewed and revised this Agreement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation or construction of this Agreement. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the Parties have no legal right to contract, the latter shall prevail but the provision of this document that is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

46. Confidentiality. Each party agrees that it shall maintain strict confidentiality with respect to the negotiations concerning, and the business and financial terms and provisions of, this Agreement to the extent such information is not already in the public domain as of the Effective Date or has not been publicly disclosed with authorization by the other party hereto, and no press or other publicity release or communication to the general public concerning the terms of this Agreement will be issued without the prior approval of the other party. Notwithstanding the foregoing, either party may disclose such information (i) to those employed or engaged by such party or any representative of such party who is actively and directly participating in the evaluation of the Property or the negotiation, execution and performance of this Agreement, including, without limitation, attorneys, mortgage and real estate brokers, accountants, engineers and other consultants, contractors, potential lenders, and potential or existing investors, in each case provided such person(s) are informed of the confidential nature of such information and agree to maintain the confidential nature thereof; (ii) to governmental or quasi-governmental authorities or agencies (including taxing authorities) in connection with such party’s use, operation or maintenance of the Property; (iii) as required by applicable law or as may be required for any disclosure or filing requirements of the Securities and Exchange Commission, the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder or any authority governing disclosure filings required by applicable law, including without limitation, those applicable to reporting by public companies and real estate investment trusts, or as required court order or subpoena (it being specifically understood and agreed that anything set forth in a registration statement or any other document filed pursuant to law will be deemed required by law); or (iv) as necessary to enforce the terms of this Agreement. Notwithstanding the foregoing, in the event any such information is made publicly available in accordance with the terms of this Section, then such information may be used in any collateral sales material used in connection with a public offering of securities by the Buyer and/or the Registered Company (as defined in Section 37 above). This confidentiality provision shall survive the Closing and any termination of this Agreement.

47. No Joint Venture. The relationship of Seller and Buyer hereunder is and will be that of seller and buyer, and none of the provisions of this Agreement are intended to create any relationship other than seller and buyer. No agency, partnership, joint venture or other relationship is intended hereby,

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and neither party shall be deemed the agent, servant, employee, partner or joint venturer of the other party. Seller and Buyer shall not, in any way or for any reason, be deemed to have become a partner of the other in the conduct of its business or otherwise, or a joint venturer. In addition, by virtue of this Agreement, there shall not be deemed to have occurred a merger or any joint enterprise between Buyer and Seller.

DISCLOSURE SUMMARY

BUYER SHOULD NOT RELY ON THE SELLER’S CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER’S OFFICE FOR INFORMATION.

RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT.

[signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

“SELLER”	FLOWBAKE TAMPA EAST, LLC, a Florida limited liability company
	By:	/s/ William Shirley
	Name:	William Shirley
	Title:	President
“BUYER”	O’DONNELL ACQUISITIONS, LLC, a California limited liability company
	By:	/s/ Douglas D. O’Donnell
		Douglas D. O’Donnell, as Trustee of the DOD Trust dated August 29, 2002, its sole member

CLOSING ATTORNEY APPROVES THE CLOSING

PROVISIONS AND SPECIFIC INSTRUCTIONS TO

CLOSING ATTORNEY SET FORTH IN THE FOREGOING

AGREEMENT AND AGREES TO ACT IN ACCORDANCE

THEREWITH.

September     , 2012

CLOSING ATTORNEY:
MACFARLANE, FERGUSON & MCMULLEN, P.A.
By:	/s/ J. Paul Raymond
	J. Paul Raymond, Esq.

-25-

EXHIBIT “A”

LEGAL DESCRIPTION OF LAND

[attached hereto]

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EXHIBIT “B”

INTENTIONALLY OMITTED

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EXHIBIT “C”

RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

MAIL TAX STATEMENTS TO:
Same
APN No.	(Space Above For Recorder’s Use)

SPECIAL WARRANTY DEED

[insert standard Florida form of special warranty deed]

IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed as of                     , 2012.

GRANTOR:		,
	a
	By:

Its:

By:

Its:

[insert notary acknowledgement acceptable to Hillsborough County Recorder]

-28-

EXHIBIT “1”

LEGAL DESCRIPTION

-29-

EXHIBIT “D”

INTENTIONALLY OMITTED

-30-

EXHIBIT “E”

ASSIGNMENT OF LEASE

THIS ASSIGNMENT OF LEASE (“Assignment”) is executed as of                     , 20    , by and between                                          , a                     (“Assignor”), and                     , a                     (“Assignee”), with reference to the following:

R E C I T A L S:

A. Concurrently herewith, Assignor is conveying to Assignee its interest in the real property more particularly described on Exhibit “1” attached hereto and by this reference made a part hereof, together with the improvements and personal property located thereon (herein referred to collectively as the “Property”) pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of                     , 2012, by and between Assignor, as “Seller”, and Assignee, as “Buyer” (“Agreement”).

B. Assignor is the landlord under that certain lease (the “Lease”), which Lease Assignor has agreed to assign to Assignee and Assignee has agreed to assume upon its purchase of the Property. The Lease and the security deposit (“Security Deposits”) with respect to such Lease are more particularly described on Exhibit “2” attached hereto and incorporated herein.

NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor hereby assigns, conveys, transfers and sets over unto Assignee any and all right, title and interest of Assignor in and to the Lease, and Assignee hereby accepts said assignment and assumes all of Assignor’s obligations, duties and responsibilities under the Lease commencing on the transfer of the Property to Assignee (“Closing”) including, without limitation, the obligation to repay the Security Deposits to the Tenant.

2. Indemnification. Assignor agrees to protect, indemnify, defend and hold Assignee harmless from and against all claims, obligations and liabilities arising out of or relating to, directly or indirectly, in whole or in part, the Lease, prior to the Closing so long as such are not the result of any action or inaction by Assignee after the Closing. Assignee agrees to protect, indemnify, defend and hold Assignor harmless from and against all claims, obligations and liabilities arising out of or relating to, directly or indirectly, in whole or in part, the Lease, from and after the Closing.

3. Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto.

4. Governing Law. This Assignment shall be construed under and enforced in accordance with the laws of the State of Florida.

5. Further Assurances. Assignor and Assignee each agree to execute and deliver to the other party, upon demand, such further documents, instruments and conveyances, and shall take such further actions as are necessary or desirable to effectuate this Assignment.

-31-

6. Attorneys’ Fees; Costs. Upon the bringing of any action, suit or arbitration by either party against the other arising out of this Assignment or the subject matter hereof, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit including, without limitation, reasonable attorneys’ fees and costs.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set forth above.

“ASSIGNOR” ,

a

By:

Its:

By:

Its:

“ASSIGNEE” ,

a

By:

Its:

By:

Its:

-32-

EXHIBIT “1”

DESCRIPTION OF PROPERTY

-33-

EXHIBIT “2”

DESCRIPTION OF LEASE AND SECURITY DEPOSIT

-34-

EXHIBIT “F”

ASSIGNMENT OF CONTRACTS

THIS ASSIGNMENT OF CONTRACTS (“Assignment”) is executed as of             , 20    , by and between                     , a                     (“Assignor”), and                     , a                     (“Assignee”), with reference to the following:

R E C I T A L S:

A. Concurrently herewith, Assignor is conveying to Assignee its interest in the real property more particularly described on Exhibit “1” attached hereto and by this reference made a part hereof, together with the improvements and personal property located thereon (herein referred to collectively as the “Property”), pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of                     , 2012, by and between Assignor, as “Seller”, and Assignee, as “Buyer” (“Agreement”).

B. Assignor has entered into, or is otherwise bound by, certain contracts for or affecting the maintenance, repair, improvement and/or development (“Contracts”) of the Property, which Contracts Assignor has agreed to assign to Assignee upon its purchase of the Property. The Contracts are more particularly described on Exhibit “2” attached hereto and incorporated herein.

C. This Assignment is executed to effectuate the transfer to Assignee of all of Assignor’s right, title and interest in and to the Contracts and other rights pursuant to the provisions of the Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor hereby assigns, conveys, transfers and sets over unto Assignee any and all right, title and interest of Assignor in and to the Contracts, and Assignee hereby accepts such assignment and assumes all of Assignor’s obligations, responsibilities and duties under the Contracts commencing on the transfer of the Property to Assignee (“Closing”).

2. Indemnification. Assignee agrees to protect, indemnify, defend and hold Assignor harmless from and against all claims, obligations and liabilities arising out of or relating to, directly or indirectly, in whole or in part, the Contracts, from and after the Closing. Assignor agrees to protect, indemnify, defend and hold Assignee harmless from and against all claims, obligations and liabilities arising out of or relating to, directly or indirectly, in whole or in part, the Contracts, prior to the Closing.

3. Governing Law. This Assignment shall be construed under and enforced in accordance with the laws of the State of Florida.

4. Further Assurances. Assignor and Assignee each agree to execute and deliver to the other party, upon demand, such further documents, instruments and conveyances, and shall take such further actions, as are necessary or desirable to effectuate this Assignment.

-35-

5. Attorneys’ Fees; Costs. Upon the bringing of any action, suit or arbitration by either party against the other arising out of this Assignment or the subject matter hereof, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit including, without limitation, reasonable attorneys’ fees and costs.

6. Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set forth above.

“ASSIGNOR”		,
	a
	By:

Its:

By:

Its:

“ASSIGNEE”
		,
	a
	By:

Its:

By:

Its:

-36-

EXHIBIT “1”

DESCRIPTION OF PROPERTY

-37-

EXHIBIT “2”

CONTRACTS

-1-

EXHIBIT “G”

BILL OF SALE

Pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions (“Agreement”) dated as of                     , by and between                     , a                     (“Assignor”), and                     , a                     (“Assignee”), and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby absolutely and unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirm and deliver unto Assignee, Assignor’s right, title and interest in the furniture, fixtures, equipment, appliances, tools, machinery, supplies, building materials and other personal property of every kind and character (“Personal Property”) owned by Assignor, attached to, appurtenant to, located in, or used in connection with the operation of the improvements situated on the real property described in Exhibit “1” attached hereto and incorporated herein.

Assignor represents and warrants to Assignee that it has good and marketable title to each and all of the Personal Property, free and clear of any other claims, encumbrances or security interests, and hereby agrees to indemnify, defend and hold Assignee free and harmless from any and all losses, costs, expenses, claims, liabilities, causes of action, demands and damages of any kind or character whatsoever, including, without limitation, attorneys’ fees, arising out of the inaccuracy or claimed inaccuracy of the foregoing representation and warranty.

Assignor hereby further covenants that it will, at any time and from time to time upon written request therefor, execute and deliver to Assignee, its successors, nominees or assigns, such documents as it or they may reasonably request in order to fully assign and transfer to and vest in Assignee or its successors, nominees and assigns, and protect its or their right, title and interest in all of the Personal Property and rights of Assignor intended to be transferred and assigned hereby, or to enable Assignee, its successors, nominees and assigns to realize upon or otherwise enjoy such rights and property.

This Bill of Sale shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of Assignee and Assignor.

This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Florida.

IN WITNESS WHEREOF, Assignor has executed this Bill of Sale this     day of     , 20    .

“ASSIGNOR”		,
	a
	By:

Its:

By:

Its:

-2-

EXHIBIT “1”

LEGAL DESCRIPTION OF PROPERTY

-3-

EXHIBIT “H”

GENERAL ASSIGNMENT

THIS GENERAL ASSIGNMENT (“Assignment”) is executed as of                     , 20    , by                     , a                     (“Assignor”), in favor of                     , a                     (“Assignee”), with reference to the following:

R E C I T A L S:

A. Concurrently herewith, Assignor is conveying to Assignee its interest in the real property more particularly described on Exhibit “1” attached hereto and by this reference made a part hereof, together with the improvements and personal property located thereon (herein referred to collectively as the “Property”), pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of                     , 2012, by and between Assignor, as “Seller”, and Assignee, as “Buyer” (“Agreement”).

B. Assignor owns and/or holds certain warranties, guaranties, licenses, permits, plans, maps, name rights and other documents and instruments pertaining to the Property, which Assignor has agreed to assign to Assignee upon its purchase of the Property.

C. This Assignment is executed to effectuate the transfer to Assignee of all of Assignor’s right, title and interest in and to any and all of the items referred to above and other rights pursuant to the provisions of the Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby agrees as follows:

1. Warranties and Guaranties. Assignor hereby assigns, conveys, transfers and sets over unto Assignee any and all of Assignor’s right, title and interest in and to all guaranties, warranties, certificates and agreements from any contractors, subcontractors, vendors or suppliers regarding their performance, quality of workmanship and quality of materials supplied in connection with the construction, manufacture, development, installation and operation of any and all personal property, fixtures and improvements located on the Property. Seller hereby appoints Buyer as Seller’s attorney-in-fact to act on behalf of Seller in the event of a claim under any such warranty or guaranty. Seller agrees to reasonably cooperate with Buyer in enforcing such warranties and guaranties

2. Governmental Approvals and Certificates. To the extent permissible by law, Assignor hereby assigns, transfers, conveys and sets over unto Assignee any and all of Assignor’s right, title and interest in and under any zoning, use, occupancy and operating permits, and all other permits, licenses, approvals and certificates to the extent same directly affect the Property.

3. Plans and Specifications. Assignor hereby assigns, conveys, transfers and sets over unto Assignee any and all of Assignor’s right, title and interest in and to all maps, plans, specifications and related documents prepared in connection with the development, construction and operation of any and all improvements located on the Property.

-4-

4. Governing Law. This Assignment shall be construed under and enforced in accordance with the laws of the State of Florida.

5. Further Assurances. Assignor agrees to execute and deliver to Assignor, upon demand, such further documents, instruments and conveyances, and shall take such further actions, as are necessary or desirable to effectuate this Assignment.

6. Attorneys’ Fees; Costs. Upon the bringing of any action, suit or arbitration by Assignee against Assignor arising out of this Assignment or the subject matter hereof, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit including, without limitation, reasonable attorneys’ fees and costs.

7. Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto.

IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first set forth above.

“ASSIGNOR”		,
	a
	By:

Its:

By:

Its:

-5-

EXHIBIT “1”

DESCRIPTION OF PROPERTY

-6-

EXHIBIT “I”

CERTIFICATION OF REPRESENTATIONS AND WARRANTIES

THIS CERTIFICATION OF REPRESENTATIONS AND WARRANTIES is hereby made by                     , a                      (“Seller”), to                     , a                     (“Buyer”), in connection with that certain Agreement of Purchase and Sale and Joint Escrow Instructions (“Agreement”) dated as of                     , 2012, by which Buyer agreed to purchase from Seller that certain improved real property located in the City of                     , County of                     , State of                     , and all improvements located thereon (collectively, “Property”), all as more particularly described in the Agreement.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Seller hereby covenants, represents and warrants to Buyer (which covenants, representations and warranties shall survive the Closing, as defined in the Agreement, for a period of one (1) year, to the best of Seller’s knowledge, as follows:

[MATCH FINAL REPS IN PSA]

IN WITNESS WHEREOF, Seller has executed this Certification of Representations and Warranties as of                     , 20    .

	,
a
By:

Its:

By:

Its:

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EXHIBIT “J”

CERTIFICATION RE WITHHOLDING

A. Certification of Non-Foreign Status. Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.

                    , a                     (“Transferor”), hereby certifies to                     , a                     (“Transferee”), that withholding of tax is not required upon the transfer of a U.S. real property interest by Transferor to Transferee.

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor’s U.S. employer identification/social security number is                             ; and

3. Transferor’s office/residence address is                                                                                                                                        .

B. General Provisions. Transferor understands that Transferee is relying on this Certification in determining whether withholding is required upon said transfer.

Transferor understands that this Certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both.

Transferor hereby agrees to protect, indemnify, defend and hold Transferee harmless from and against any and all obligations, liabilities, claims, losses, actions, causes of action, rights, demands, damages, costs and expenses of every kind, nature or character whatsoever (including, without limitation, actual attorneys’ fees and court costs) incurred by Transferee as a result of (a) Transferor’s failure to pay U.S. Federal or state income tax which it is required to pay under applicable U.S. or state law; or (b) any false or misleading statement contained herein.

Under penalty of perjury the undersigned declares that he/she/it has examined this Certification and, to the best of his/her/its knowledge and belief, it is true, correct and complete, and the undersigned further declares that he/she/it has authority to sign this document on behalf of Transferor.

Date:                 , 20    

	,
a
By:

Its:

By:

Its:

-8-

EXHIBIT “K”

TENANT ESTOPPEL CERTIFICATE

THIS TENANT ESTOPPEL CERTIFICATE (this “Estoppel”), is executed this             day of             , 2012, by              (“Tenant”), to and in favor of             , its successors and assigns and their respective lenders (“Purchaser”).

R E C I T A L S:

Tenant is the lessee under that certain lease executed between Tenant and                     (“Landlord”), dated                      (the lease and all amendments thereto are hereinafter referred to as the “Lease”), covering all or a portion of property legally described in Schedule I attached hereto and made a part hereof (the “Property”).

NOW, THEREFORE, Tenant does hereby certify to Purchaser as follows:

Tenant hereby represents, acknowledges and agrees as follows:

(a) The Lease is in full force and effect and has not been amended, modified or extended except as follows:

Attached hereto is a copy of the Lease and all amendments, addenda, supplements, assignments or other agreements as between the landlord and the undersigned relating thereto.

(b)The term of the Lease commenced on                     and will terminate on                     .

(c) The current monthly rent payment under the Lease is $            . Rent has been paid through . No advance rents have been prepaid except for the current month.

(d) The improvements described in the Lease have been completed and accepted by Tenant.

(e) The security deposit under the Lease is currently $            .

(f) Tenant has not sublet any portion of the leased premises or assigned any of its rights under the Lease.

(g) Tenant is in full and complete possession of the premises demised under the Lease, such possession having been delivered by the Landlord pursuant to the Lease and having been accepted by the Tenant.

(h) Tenant has no existing claims, defenses or offsets under the Lease against Landlord, no uncured default exists under the Lease, and no event has occurred that would, except for the lapse of time, the giving of notice or both, constitute a default.

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(i) There are no actions, whether voluntary or involuntary or otherwise, pending against Tenant under any bankruptcy, insolvency or other similar laws of the United States or any portion of its interest in the Property or the Lease.

(j) That the undersigned has not caused or permitted, nor is the undersigned aware of, any release upon the Property or contamination of the Property by any hazardous or toxic waste or substance (as defined under any federal, state or local law, statute, ordinance or regulation), the undersigned is not aware of any violation of any federal, state or local law, rule, regulation, statute or ordinance relating to the presence or existence of any hazardous or toxic substance or waste upon the Property and the undersigned hereby certifies that it does not know or have reasonable cause to believe of the existence of any hazardous or toxic substance or waste stored, used, or generated on, within or beneath the Property, or transported to or from the Property, except as follows [if none, so state]:

This Estoppel may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which when taken together shall constitute one agreement. This Estoppel shall be binding upon Tenant and its successors and assigns.

IN WITNESS WHEREOF, Tenant has executed this Estoppel the day and year first above written.

TENANT:

By:

Name:

Title:

-10-

EXHIBIT “1”

LEASE

-11-

AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS

by and between

O’DONNELL ACQUISITIONS, LLC,

a California limited liability company

(“Buyer”)

and

FLOWBAKE TAMPA EAST, LLC,

a Florida limited liability company

(“Seller”)

September 10, 2012

-1-

TABLE OF CONTENTS

		Page
1.	Purchase and Sale		2
2.	Purchase Price		2
3.	Closing		3
4.	Condition of Title		3
5.	Inspection Period		4
6.	Buyer’s Inspection Rights		6
7.	Disclaimer Of Warranties		7
8.	Buyer’s Representations and Warranties		7
9.	Seller’s Representations and Warranties		8
10.	Covenants of Seller		10
11.	Completion of the Asset		12
12.	Conditions of Closing		13
13.	Deposits by Seller		13
14.	Deposits by Buyer		15
15.	Damage or Condemnation Prior to Closing		15
16.	Costs and Expenses		15
17.	Prorations		15
18.	Disbursements and Other Actions by Closing Attorney		17
19.	Real Estate Reporting Person		17
20.	Partial Invalidity		18
21.	Attorneys’ Fees		18
22.	Notices		18
23.	Brokers		19
24.	Survival		19

-i-

		Page
25.	Required Actions of Buyer and Seller; Cooperation of Seller		19
26.	Time of Essence		19
27.	Counterparts		19
28.	Captions		19
29.	No Obligations to Third Parties		20
30.	Exhibits		20
31.	Amendment to this Agreement		20
32.	Waiver		20
33.	Applicable Law		20
34.	Fees and Other Expenses		20
35.	Entire Agreement		20
36.	Successors and Assigns		20
37.	Reserved		20
38.	Default		21
39.	Computation of Periods		21
40.	Indemnification of Closing Attorney		21
41.	Mutual Covenant of Good Faith and Fair Dealing		22
42.	Revocable Offer		22
43.	Seller’s Election of 1031 Exchange		22
44.	INDEPENDENT COUNSEL		23
45.	Construction		23
46.	Confidentiality		23
47.	No Joint Venture		23

-ii-

EX-10.3

Exhibit 10.3

ASSIGNMENT OF AGREEMENT FOR PURCHASE AND SALE

THIS ASSIGNMENT OF AGREEMENT FOR PURCHASE AND SALE (this “Assignment”) is made and entered into as of the 10th day of September, 2012, by and between O’DONNELL ACQUISITIONS, LLC, a California limited liability company (“ODA”) and OD FLOWERS TAMPA, LLC, a Delaware limited liability company (“ODFT”), with respect to the following:

R E C I T A L S

A. ODA and Flowbake Tampa East, LLC, a Florida limited liability company (“Seller”) entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated September     , 2012 (the “Purchase Agreement”), pursuant to which, among other things, Seller agreed to convey to Buyer the Property, which real property consists of that certain land and improvements located at land and improvements located at 1988 Tampa East Boulevard, Tampa, Florida. Capitalized terms which are not expressly defined in this Assignment shall have the meaning given to them in the Purchase Agreement.

B. ODA intends to convey all of its right, title and interest under the Purchase Agreement to ODFT, and ODFT desires to accept such assignment and assume all duties and obligations of ODA thereunder.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Assignment. ODA hereby assigns all of its right, title and interest under the Purchase Agreement to ODFT. ODFT accepts such assignment and assumes all obligations and liabilities of ODA as the “Buyer” under the Purchase Agreement.

2. Indemnity. ODFT hereby agrees to indemnify, defend, and hold harmless ODA from and against any and all liability, cost, or expense which ODA may incur arising out of any default by ODFT in the performance of its obligations under the Purchase Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date and year first above written.

“ODA”	O’DONNELL ACQUISITIONS, LLC, a California limited liability company
	By:	/s/ Douglas D. O’Donnell
		Douglas D. O’Donnell, as Trustee of the DOD Trust dated August 29, 2002, its sole member
“ODFT”	OD FLOWERS TAMPA, LLC, a Delaware limited liability company
	By:	O’Donnell Strategic Industrial REIT Operating Partnership, LP, a Delaware limited partnership, its sole Member and Manager
		By:	O’Donnell Strategic Industrial REIT, Inc., a Delaware corporation, its sole General Partner
			By:	/s/ Douglas D. O’Donnell
				Douglas D. O’Donnell, its CEO and President

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EX-31.1

Exhibit 31.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas D. O’Donnell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of O’Donnell Strategic Industrial REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	O’Donnell Strategic Industrial REIT, Inc.
Date: November 14, 2012	By:	/s/ Douglas D. O’Donnell
	Name:	Douglas D. O’Donnell
	Title:	Chief Executive Officer and President (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher S. Cameron, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of O’Donnell Strategic Industrial REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	O’Donnell Strategic Industrial REIT, Inc.
Date: November 14, 2012	By:	/s/ Christopher S. Cameron
	Name:	Christopher S. Cameron
	Title:	Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C 1350)

Each of the undersigned officers of O’Donnell Strategic Industrial REIT, Inc. (the “Company”) hereby certifies, for purposes of Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	O’Donnell Strategic Industrial REIT, Inc.
	By:	/s/ Douglas D. O’Donnell
	Name:	Douglas D. O’Donnell
	Title:	Chief Executive Officer and President (Principal Executive Officer)
Date: November 14, 2012	By:	/s/ Christopher S. Cameron
	Name:	Christopher S. Cameron
	Title:	Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)

The foregoing certification is being furnished with the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language contained in such filing, except to the extent that the Company specifically incorporates by reference.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Restricted Share Award Activity (Detail) (USD $)	9 Months Ended
	Sep. 30, 2012
Number of Shares
Unvested, December 31, 2011	12,000
Granted	12,000
Vested	(3,000)
Unvested, September 30, 2012	21,000
Weighted Average Grant-Date Fair Value
Granted	$ 10.00
Vested
Unvested, September 30, 2012	$ 5.71

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Stockholders' Equity

9 Months Ended

Sep. 30, 2012

Stockholders' Equity

NOTE 3 — STOCKHOLDERS’ EQUITY

General

Under the Company’s charter, the total number of shares of capital stock authorized for issuance is 1,100,000,000 shares, consisting of 999,999,000 shares of common stock with a par value of $0.01 per share, 1,000 shares of convertible stock with a par value of $0.01 per share, and 100,000,000 shares of preferred stock with a par value of $0.01 per share. The Company’s board of directors is authorized to amend the Company’s charter from time to time, without the approval of the stockholders, to increase or decrease the aggregate number of authorized shares of capital stock or the number of shares of any class or series that the Company has authority to issue.

The shares of common stock entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the board of directors in accordance with the Maryland General Corporation Law and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive, conversion or exchange rights. As of each of September 30, 2012 and December 31, 2011, the Company had issued 269,235 and 34,222 shares, respectively, of common stock.

As of September 30, 2012, the Company had issued 1,000 shares of convertible stock to the Advisor. The convertible stock will convert to shares of common stock of the Company if and when: (A) the Company has made total distributions on the then outstanding shares of common stock equal to the original issue price of those shares plus a 7.0% cumulative, non-compounded, annual return on the original issue price of those shares, (B) subject to specified conditions, the Company lists the common stock for trading on a national securities exchange or (C) the Advisory Agreement is terminated or not renewed by the Company (other than for “cause” as defined in the Advisory Agreement). A “listing” will be deemed to have occurred on the effective date of any merger of the Company in which the consideration received by the holders of common stock is the securities of another issuer that are listed on a national securities exchange. Upon conversion, each share of convertible stock will convert into a number of shares of common stock equal to 1/1000 of the quotient of (A) 15% of the amount, if any, by which (1) the Company’s “enterprise value” (as defined in the Company’s charter) plus the aggregate value of distributions paid to date on the outstanding shares of common stock exceeds the (2) aggregate purchase price paid by the stockholders for those shares plus a 7.0% cumulative, non-compounded, annual return on the original issue price of those shares, divided by (B) the Company’s enterprise value divided by the number of outstanding shares of common stock, in each case calculated as of the date of the conversion. In the event of a termination or non-renewal of the Advisory Agreement by the Company for cause, all of the shares of convertible stock will be redeemed by the Company for the aggregate sum of $1.00.

As of September 30, 2012 and December 31, 2011, no shares of the Company’s preferred stock were issued and outstanding.

Distribution Reinvestment Plan

The Company’s board of directors has approved the DRP, through which the Company’s stockholders may elect to reinvest an amount equal to the distributions declared on their shares of common stock in additional shares of the Company’s common stock in lieu of receiving cash distributions. The initial purchase price per share under the DRP will be $9.50; provided, however, that after the Company begins disclosing an estimated per share value that is not based on the price to acquire a share of the Company’s common stock in the Offering or a follow-on public offering, if any, cash distributions will be reinvested in shares of the Company’s common stock at a price per share equal to 95% of the Company’s most recently calculated estimated per share value. No selling commissions or dealer manager fees are payable on shares sold through the DRP.

The Company’s board of directors may terminate the DRP at its discretion at any time upon ten days’ notice to the Company’s stockholders. Following any termination of the DRP, all subsequent distributions to stockholders will be made in cash. The Company reserves the right to reallocate the shares of the Company’s common stock the Company is offering between the Offering and the DRP.

Share Repurchase Program

As the Company’s common stock is currently not listed on a national exchange, there is no market for the Company’s common stock. As a result, there is risk that a stockholder may not be able to sell the Company’s stock at a time or a price acceptable to the stockholder. The Company’s board of directors has approved a share repurchase program (the “SRP”) that would enable its stockholders to sell their shares to the Company in limited circumstances.

There are numerous restrictions on a stockholder’s ability to sell its shares to the Company under the SRP. The Company may not repurchase shares until they have been outstanding for one year; provided, however, that the Company may waive the one year holding requirement in certain circumstances, as described below. In addition, the Company has limited the number of shares repurchased pursuant to the SRP as follows: (1) during any calendar year, the Company would not repurchase in excess of 5% of the weighted-average number of shares outstanding during the prior calendar year and (2) funding for the repurchase of shares would come exclusively from the net proceeds the Company received from the sale of shares under the DRP during the prior calendar year plus such additional funds as may be reserved for that purpose by the Company’s board of directors. In addition, the Company’s directors, officers and their affiliates may not redeem any shares until the Company has raised $100,000,000 in offering proceeds in the primary offering. Furthermore, any redemption requests from the Company’s directors, officers and their affiliates will only be accepted (1) on the last business day of a calendar year; (2) after all other stockholders’ redemption requests for such quarter have been accepted; and (3) if such redemptions do not cause total redemptions to exceed 2.5% of the Company’s total net asset value as of the end of the immediately preceding quarter. The Advisor or any other affiliate of the Company’s sponsor that holds the initial investment may not sell its initial investment while the sponsor remains the Company’s sponsor, but may transfer its initial investment to other affiliates of the Company’s sponsor.

Under the SRP, prior to the Company beginning to disclose an estimated net asset value per share following the completion of the Company’s offering stage, the purchase price for shares repurchased by the Company under the SRP will be as follows (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Company’s common stock):

• 92.5% of the price paid to acquire the shares from the Company for stockholders who have continuously held their shares for at least one year;

• 95.0% of the price paid to acquire the shares from the Company for stockholders who have continuously held their shares for at least two years;

• 97.5% of the price paid to acquire the shares from the Company for stockholders who have continuously held their shares for at least three years; and

• 100.0% of the price paid to acquire the shares from the Company for stockholders who have continuously held their shares for at least four years.

The purchase price per share for all shares repurchased pursuant to the SRP will be reduced by the aggregate amount of net proceeds per share, if any, distributed to the Company’s stockholders prior to the repurchase date as a result of the sale or refinancing of one or more of the Company’s assets that constitutes a return of capital distribution as a result of such sale or refinancing.

Notwithstanding the foregoing, after the Company begins disclosing an estimated per share value of the Company’s common stock that is not based upon the price to acquire a share of the Company’s common stock in the Offering or a follow-on public offering, shares repurchased under the SRP will be repurchased for the lesser of the price paid for the shares by the redeeming stockholder or 95% of the Company’s most recent estimated per share. The Company will disclose to investors the Company’s estimated per share value, as determined by the Advisor or another firm chosen for that purpose, within 18 months after the completion of the offering stage. The Company currently expects to update its estimated net asset value per share no less frequently than every 12 months thereafter. The Company will consider its offering stage complete on the first date that the Company is no longer publicly offering equity securities that are not listed on a national securities exchange, whether through the Offering or follow-on public offerings, provided that the Company has not filed a registration statement for a follow-on public offering as of such date (for purposes of this definition, the Company does not consider “public offerings” to include offerings on behalf of selling stockholders or offerings related to a distribution reinvestment plan, employee benefit plan or the redemption of interests in the Operating Partnership).

The Company will treat share redemptions sought upon a stockholder’s death, disability, bankruptcy or other exigent circumstances differently than other redemptions in several respects. Upon request, the Company may waive the one-year holding period requirement for repurchases sought upon a stockholder’s death, disability, bankruptcy or other exigent circumstances as determined by the Advisor. Until the Company begins to disclose an estimated per share value of the Company’s common stock that is not based upon the price to acquire a share of the Company’s common stock in the primary offering or a follow-on public offering, shares repurchased in connection with a stockholder’s death or disability will be repurchased at a price per share equal to 100% of the amount actually paid for the shares. After the Company begins disclosing an estimated per share value of the Company’s common stock that is not based upon the price to acquire a share of the Company’s common stock in the Offering or a follow-on public offering, shares repurchased in connection with a stockholder’s death or disability will be repurchased at a purchase price per share equal to 100% of the Company’s most recent estimated per share value. In the event that the Company waives the one year holding requirement in connection with the repurchase of shares upon a stockholder’s bankruptcy or other exigent circumstance, such shares will be repurchased at a price per share equal to the price per share the Company would pay had the stockholder held the shares for at least one year from the purchase date.

The Company’s board of directors may, in its sole discretion, amend, suspend or terminate the SRP at any time upon a 30 days’ written notice to the Company’s stockholders if the Company determines that the funds available to fund the SRP are needed for other business or operational purposes or that amendment, suspension or termination of the SRP is in the best interest of the Company’s stockholders. The SRP will terminate if the shares of the Company’s common stock are listed on a national securities exchange. The Company did not repurchase any shares under the SRP during the periods presented.

Distributions

The Company intends to accrue distributions on a daily basis and make distributions on a monthly basis beginning no later than the first calendar month after the month in which the Company makes its first real estate investment. On August 9, 2012, the board of directors of the Company approved and authorized a daily distribution to the Company’s stockholders of record as of the close of business on each day of the period commencing on the closing date of the Company’s first property acquisition and ending on November 30, 2012. The distributions will be calculated based on 366 days in the calendar year and will be equal to $0.001775956 per share of common stock, which is equal to an annualized distribution rate of 6.5%, assuming a purchase price of $10.00 per share. The distributions will be payable to stockholders from legally available funds therefor.

Generally, the Company’s policy will be to pay distributions from cash flow from operations. However, the Company expects to have little, if any, cash flow from operations available for distribution until the Company makes substantial investments. Further, because the Company may receive income from interest or rents at various times during the Company’s fiscal year and because the Company may need cash flow from operations during a particular period to fund capital expenditures and other expenses, the Company expects that at least during the early stages of the Company’s development and from time to time during the Company’s operational stage, the Company will declare distributions in anticipation of cash flow that the Company expects to receive during a later period, and the Company expects to pay these distributions in advance of the Company’s actual receipt of these funds. In these instances, the Company’s board of directors has the authority under the Company’s organizational documents, to the extent permitted by Maryland law, to fund distributions from sources such as borrowings, offering proceeds or advances and the deferral of fees and expense reimbursements by the Advisor in its sole discretion. The Company has not established a limit on the amount of proceeds from the Offering the Company may use to fund distributions.

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Subsequent Events - Additional Information (Detail) (USD $)	1 Months Ended			9 Months Ended	12 Months Ended		1 Months Ended												1 Months Ended
	Aug. 09, 2012	Aug. 15, 2011	Oct. 11, 2010 Advisor	Sep. 30, 2012 Advisor	Dec. 31, 2011 Advisor	Nov. 09, 2012 Subsequent Event	Nov. 08, 2012 Subsequent Event Maximum	Nov. 08, 2012 Subsequent Event Beginning of Period	Nov. 08, 2012 Subsequent Event End of Period	Nov. 08, 2012 Subsequent Event Year Twenty Twelve	Nov. 08, 2012 Subsequent Event Year Twenty Twelve Beginning of Period	Nov. 08, 2012 Subsequent Event Year Twenty Twelve End of Period	Nov. 08, 2012 Subsequent Event Year Twenty Thirteen	Nov. 08, 2012 Subsequent Event Year Twenty Thirteen Beginning of Period	Nov. 08, 2012 Subsequent Event Year Twenty Thirteen End of Period	Nov. 08, 2012 Subsequent Event Dividend Payment 1st	Nov. 08, 2012 Subsequent Event Dividend Payment 2nd	Nov. 08, 2012 Subsequent Event Dividend Payment 3rd	Nov. 09, 2012 Subsequent Event Subscription Agreements
Subsequent Event [Line Items]
Number of common stock subscribed						110,265,981													284,335
Proceeds from common stock shares subscriptions																			$ 2,372,000
Record period for distributions								Dec. 01, 2012	Feb. 28, 2013		Dec. 01, 2012	Dec. 31, 2012		Jan. 01, 2013	Feb. 28, 2013
Number of days to calculate distributions	366 days									366 days			365 days
Dividend per share	$ 0.001775956									$ 0.001775956			$ 0.001780822
Annualized distribution rate	6.50%									6.50%			6.50%
Shares of common stock purchase price, per share	$ 10.00	$ 10.00	$ 9.00							$ 10.00			$ 10.00
Dividend payment date, month and year																2013-01	2013-02	2013-03
Percentage of distribution payout ratio							100.00%
Operating expenses				$ 483,000	$ 132,000

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The condensed consolidated unaudited financial statements of the Company included in this Quarterly Report on Form 10-Q have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary to present a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results.

The accompanying condensed consolidated unaudited financial statements include the accounts of the Company and the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation. The financial statements of the Company’s subsidiaries are prepared using accounting policies consistent with those of the Company. The Company will consider future majority owned and controlled joint ventures for consolidation in accordance with GAAP, including the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”).

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three months or less from the respective dates of deposit. Short-term investments with remaining maturities of three months or less when acquired are considered cash equivalents. The Company limits cash investments to financial institutions that the board of directors has determined are creditworthy; therefore, the Company believes it is not exposed to any significant credit risk in cash and cash equivalents.

Concentration of Credit Risk

As of September 30, 2012, the Company had cash on deposit at one financial institution, which was in excess of federally insured limits; however, the Company has not experienced any losses in such account. The Company limits significant cash holdings to accounts held by financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on cash.

Real Estate Assets

Depreciation

Real estate costs related to the acquisition, development, construction, and improvement of properties will be capitalized. Repair and maintenance costs will be charged to expense as incurred and significant replacements and betterments will be capitalized. Repair and maintenance costs will include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:

Buildings	25-40 years
Building improvements	10-25 years
Tenant improvements	Shorter of lease term or expected useful life
Tenant origination and absorption costs	Remaining term of related lease
Furniture, fixtures, and equipment	7-10 years

Real Estate Purchase Price Allocation

Upon the acquisition of real properties, the Company will allocate the purchase price of such properties to acquired tangible assets, consisting of land, buildings and improvements, and identified intangible assets and liabilities, consisting of the value of above market and below market leases and the value of in-place leases, based in each case on their fair values. Acquisition related expenses will be expensed as incurred. The Company will utilize independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and building). The Company will obtain an independent appraisal for each real property acquisition. The information in the appraisal, along with any additional information available to the Company’s management, will be used by its management in estimating the amount of the purchase price that will be allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm will have no involvement in management’s allocation decisions other than providing this market information.

In accordance with ASC Topic 805, Business Combinations, the Company will record above-market and below-market in-place lease values for acquired properties based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The Company will amortize any capitalized above-market or below-market lease values as an increase or reduction to rental income over the remaining non-cancelable terms of the respective leases.

The Company will measure the aggregate value of other intangible assets acquired based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued as if vacant. The Company’s estimates of value are expected to be made using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis). Factors to be considered by the Company in its analysis include an estimate of carrying costs during hypothetical expected lease-up periods, considering current market conditions and costs to execute similar leases.

The Company will also consider information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, the Company will also include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. The Company will also estimate costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction.

The total amount of other intangible assets acquired will be further allocated to in-place lease values and customer relationship intangible values based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics to be considered by the Company in allocating these values include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

The Company will amortize the value of in-place leases to expense over the initial term of the respective leases. The value of customer relationship intangibles will be amortized to expense over the initial term and any renewal periods in the respective leases, but in no event will the amortization period for the intangible assets exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the in-place lease value and customer relationship intangibles would be charged to expense in that period.

Estimates of the fair values of tangible and intangible assets will require the Company to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. The use of inappropriate estimates would result in an incorrect assessment of the Company’s purchase price allocation, which would impact the amount of the Company’s net income.

Impairment of Real Estate Assets

The Company will continually monitor events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets may not be recoverable, the Company will assess the recoverability of the assets by estimating whether the Company will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. If based on this analysis the Company does not believe that it will be able to recover the carrying value of the asset, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset as defined by ASC Topic 360, Property, Plant and Equipment.

The Company’s undiscounted cash flow and fair value calculations will contain uncertainties because they will require management to make assumptions and to apply judgment to estimate future cash flow and property fair values, including selecting the discount or capitalization rate that reflects the risk inherent in future cash flow. Estimating projected cash flow is highly subjective as it requires assumptions related to future rental rates, tenant allowances, operating expenditures, property taxes, capital improvements, and occupancy levels. The Company is also required to make a number of assumptions relating to future economic and market events and prospective operating trends. Determining the appropriate capitalization rate also requires significant judgment and is typically based on many factors including the prevailing rate for the market or submarket, as well as the quality and location of the properties. Further, capitalization rates can fluctuate resulting from a variety of factors in the overall economy or within regional markets. If the actual net cash flow or actual market capitalization rates significantly differ from the Company estimates, the impairment evaluation for an individual asset could be materially affected.

Real Estate Loans Receivable and Loan Loss Reserves

Real estate loans will be classified as held for investment based on the Company’s intent and ability to hold the loans for the foreseeable future. Real estate loans held for investment will be recorded at amortized cost and evaluated for impairment at each balance sheet date. The amortized cost of a loan is the outstanding unpaid principal balance, net of unamortized acquisition premiums or discounts and unamortized costs and fees directly associated with the origination or acquisition of the loan. The real estate loans receivable will be reviewed for potential impairment at each balance sheet date. A loan receivable is considered impaired when it becomes probable, based on current information, that the Company will be unable to collect all amounts due according to the loan’s contractual terms. The amount of impairment, if any, is measured by comparing the recorded amount of the loan receivable to the present value of the expected cash flows or the fair value of the collateral. If a loan was deemed to be impaired, the Company would record a reserve for loan losses through a charge to income for any shortfall.

The Company will record real estate loans held for sale at the lower of amortized cost or fair value. The Company will determine fair value for loans held for sale by using current secondary market information for loans with similar terms and credit quality. If current secondary market information is not available, the Company will consider other factors in estimating fair value, including modeled valuations using assumptions the Company believes a reasonable market participant would use in valuing similar assets (assumptions may include loss rates, prepayment rates, interest rates and credit spreads). If fair value is lower than the amortized cost basis of the loan, the Company will record a valuation allowance to write the loan down to fair value.

Failure to recognize impairment would result in the overstatement of earnings and the carrying value of the real estate loans held for investment. Actual losses, if any, could differ from estimated amounts.

Rents and Other Receivables

The Company will periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements. The Company will maintain an allowance for deferred rent receivable that arises from the straight-lining of rents in accordance with ASC Topic 840, Leases. The Company will exercise judgment in establishing these allowances and consider payment history and current credit status of its tenants in developing these estimates.

Marketable Real Estate-Related Assets

The Company will classify certain real estate-related assets in accordance with ASC Topic 320, Investments — Debt and Equity Securities. The Company will record available-for-sale investments at fair value with unrealized gains and losses, net of deferred taxes, recorded to accumulated other comprehensive income (loss) within stockholders’ equity. Estimated fair values will generally be based on quoted market prices, when available, or on estimates provided by independent pricing sources or dealers who make markets in such investments. If the Company is unable to obtain prices for its investments from third parties, or conclude that prices obtained from third parties are influenced by distressed market activity, the Company will perform internal valuations to arrive at a fair value measurement that is consistent with ASC Topic 820, Fair Value Measurements . Generally, changes in the fair value of available-for-sale investments will not affect reported earnings or cash flows, but will impact stockholders’ equity and, accordingly, book value per share. Upon the sale of an investment, the Company will reverse the unrealized gain (loss) from accumulated comprehensive income and record the realized gain (loss) to earnings. Investments classified as held-to-maturity will be recorded at amortized cost with acquisition premiums and discounts amortized to interest income over the life of the security using the effective interest method.

The Company will monitor available-for-sale and held-to-maturity investments for impairment on a quarterly basis. The Company will recognize an impairment loss when the Company determines that a decline in the estimated fair value of an investment below its amortized cost is other-than-temporary. The Company will consider many factors in determining whether the impairment of an investment is deemed to be other-than-temporary, including, but not limited to, the length of time the investment has had a decline in estimated fair value below its amortized cost, the amount of the unrealized loss, the intent and ability to hold the investment for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, external credit ratings, and recent changes in such ratings. Determining whether impairment of an investment is other-than-temporary involves a significant amount of judgment by the Company.

The Company will account for certain purchased real estate-related assets that are beneficial interests in securitized financial assets that are rated below “AA” in accordance with ASC Topic 325, Investments — Other (“ASC 325”). Under ASC 325, the Company will review on a quarterly basis, the projected future cash flows of these investments for changes in assumptions due to prepayments, credit loss experience and other factors. When significant changes in estimated cash flows from the cash flows previously estimated occur due to actual prepayment and credit loss experience, the Company will calculate a revised yield based upon the current reference amount of the investment, including any other than temporary impairments recognized to date, and the revised estimate of cash flows. The Company will apply the revised yield prospectively to recognize interest income. If, based on the Company’s quarterly estimate of cash flows, there has been an adverse change in the estimated cash flows from the cash flows previously estimated and the present value of the revised cash flow is less than the present value previously estimated, an other-than-temporary impairment will be deemed to have occurred. When the Company deems an investment to be other-than temporarily impaired, the Company is required to distinguish between other-than temporary impairments related to credit and other-than-temporary impairments related to other factors (e.g., market fluctuations) on its securities that it does not intend to sell and where it is not likely that the Company will be required to sell the security prior to the anticipated recovery of its amortized cost basis. The Company calculates the credit component of the other-than-temporary impairment as the difference between the amortized cost basis of the security and the present value of its estimated cash flows discounted at the yield used to recognize interest income. The credit component will be charged to earnings and the component related to other factors will be recorded to other comprehensive income (loss).

Estimating cash flows and determining whether there is other-than-temporary impairment requires the Company to exercise judgment and make significant assumptions, including, but not limited to, assumptions regarding estimated payments, loss assumptions, and assumptions with respect to changes in interest rates. As a result, actual impairment losses and the timing of income recognized on these securities could materially differ from reported amounts.

Fair Value Measurements

Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

• Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

• Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

• Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.

When available, the Company will utilize quoted market prices from an independent third-party source to determine fair value and will classify such items in Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require the Company to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When the Company determines the market for a financial instrument owned by the Company to be illiquid or when market transactions for similar instruments do not appear orderly, the Company will use several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and will establish a fair value by assigning weights to the various valuation sources.

Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument.

The Company considers the following factors to be indicators of an inactive market: (i) there are few recent transactions, (ii) price quotations are not based on current information, (iii) price quotations vary substantially either over time or among market makers (for example, some brokered markets), (iv) indexes that previously were highly correlated with the fair values of the asset or liability are demonstrably uncorrelated with recent indications of fair value for that asset or liability, (v) there is a significant increase in implied liquidity risk premiums, yields, or performance indicators (such as delinquency rates or loss severities) for observed transactions or quoted prices when compared with the Company’s estimate of expected cash flows, considering all available market data about credit and other nonperformance risk for the asset or liability, (vi) there is a wide bid-ask spread or significant increase in the bid-ask spread, (vii) there is a significant decline or absence of a market for new issuances (that is, a primary market) for the asset or liability or similar assets or liabilities, and (viii) little information is released publicly (for example, a principal-to-principal market).

The Company considers the following factors to be indicators of non-orderly transactions: (i) there was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions, (ii) there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii) the seller is in or near bankruptcy or receivership (that is, distressed), or the seller was required to sell to meet regulatory or legal requirements (that is, forced), and (iv) the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.

Revenue Recognition

The Company will recognize minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured, and will record amounts expected to be received in later years as deferred rent. If the lease provides for tenant improvements, the Company will determine whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term.

The Company will record property operating expense reimbursements due from tenants for common area maintenance, real estate taxes, and other recoverable costs in the period the related expenses are incurred.

The Company will make estimates of the collectability of its tenant receivables related to base rents, including straight line rentals, expense reimbursements and other revenue or income. Management will specifically analyze accounts receivable and historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In addition, with respect to tenants in bankruptcy, management will make estimates of the expected recovery of pre-petition and post-petition claims in assessing the estimated collectability of the related receivable. In some cases, the ultimate resolution of these claims can exceed one year. When a tenant is in bankruptcy, the Company will record a bad debt reserve for the tenant’s receivable balance and generally will not recognize subsequent rental revenue until cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments.

Interest income from any real estate loans receivable the Company may purchase or originate will be recognized on an accrual basis over the life of the investment using the effective interest method. Direct loan origination fees and origination or acquisition costs, as well as acquisition premiums or discounts, will be amortized over the term of the loan as an adjustment to interest income. The Company will place loans on nonaccrual status when any portion of principal or interest is 90 days past due, or earlier when concern exists as to the ultimate collection of principal or interest. When a loan is placed on nonaccrual status, the Company will reverse the accrual for unpaid interest and generally will not recognize subsequent interest income until the cash is received, or the loan returns to accrual status.

The Company will recognize interest income on real estate securities that are rated “AA” and above on an accrual basis according to the contractual terms of the securities. Discounts or premiums will be amortized to interest income over the life of the investment using the interest method.

The Company will recognize interest income on real estate securities that are beneficial interests in securitized financial assets that are rated below “AA” using the effective yield method, which requires the Company to periodically project estimated cash flows related to these securities and recognize interest income at an interest rate equivalent to the estimated yield on the security, as calculated using the security’s estimated cash flows and amortized cost basis, or reference amount. Changes in the estimated cash flows will be recognized through an adjustment to the yield on the security on a prospective basis. Projecting cash flows for these types of securities will require the use of a significant amount of assumptions and judgment, which may have a significant impact on the timing of revenue recognized on these investments.

The Company will recognize interest income on its cash and cash equivalents as it is earned and will record such amounts as other interest income.

Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). ASC 718 established a fair value based method of accounting for stock-based compensation. Accounting for stock-based compensation under ASC 718 requires the fair value of stock-based compensation awards to be amortized as an expense over the vesting period and requires any dividend equivalents earned to be treated as dividends for financial reporting purposes. Stock-based compensation awards are valued at the fair value on the date of grant and amortized as an expense over the vesting period.

Total cost for the stock-based compensation awards was approximately $7,400 for each of the three and nine months ended September 30, 2012, which is included in general and administrative expenses in the condensed consolidated unaudited statements of operations. No stock-based compensation costs were recognized for the three and nine months ended September 30, 2011.

Distribution Policy

The Company intends to elect to be taxed as a REIT and to operate as a REIT beginning with the taxable year ending December 31, 2012. To maintain its qualification as a REIT, the Company intends to make distributions each taxable year equal to at least 90% of its REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP).

Organization and Offering Costs

Organization and offering expenses (other than selling commissions and dealer manager fees) are initially being paid by the Advisor, the Dealer Manager and their affiliates on the Company’s behalf. These other organization and offering expenses include all expenses to be paid by the Company in connection with the Offering, including legal, accounting, printing, mailing and filing fees, charges of the Company’s escrow holder and transfer agent, expenses of organizing the Company, data processing fees, advertising and sales literature costs, transfer agent costs, bona fide out-of-pocket due diligence costs of broker-dealers, and amounts to reimburse the Advisor or its affiliates for the salaries of its employees and other costs in connection with preparing supplemental sales materials and providing other administrative services. In addition, the Company may also reimburse costs of bona fide training and education meetings held by the Company (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees and costs of employees of the Company’s affiliates to attend seminars conducted by broker-dealers and, in special cases, technology costs of participating broker-dealers associated with the Offering, costs and expenses related to such technology costs, and costs and expenses associated with the facilitation of the marketing of the Company’s shares and the ownership of the Company’s shares by such broker-dealers’ customers; provided, however, that the Company will not pay or reimburse any of the foregoing costs to the extent that such payment would cause total underwriting compensation to exceed 10% of the gross proceeds of the Offering, as required by the rules of the Financial Industry Regulatory Authority, Inc. After the termination of the Offering, the Advisor will reimburse the Company to the extent total organization and offering expenses, including selling commissions and the dealer manager fee, borne by the Company exceed 15% of the gross proceeds raised in the Offering.

As of September 30, 2012 and December 31, 2011, the Advisor had incurred on behalf of the Company organization and offering costs of approximately $2,800,000 and $2,560,000, respectively. As of September 30, 2012 and December 30, 2011, the Company had not reimbursed the Advisor for organization and offering costs as the terms of the Advisory Agreement state that the reimbursement is not an obligation of the Company until a minimum of $2,000,000 of gross proceeds have been raised by the Company from unaffiliated parties. The Company expects that organization and offering expenses (other than selling commissions and dealer manager fees) will be approximately 1.25% of the gross offering proceeds. When recorded by the Company, organization costs will be expensed as incurred, and offering costs, which include selling commissions and dealer manager fees, will be deferred and charged to stockholders’ equity as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from the gross proceeds.

Income Taxes

The Company intends to elect to be taxed as a REIT under the Code commencing with the taxable year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP) to stockholders. As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company intends to organize and operate in such a manner as to qualify for treatment as a REIT.

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Condensed Consolidated Unaudited Balance Sheets (USD $)	Sep. 30, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 2,213,168	$ 136,216
Receivable		65,784
Real estate deposit	50,000
Total assets	2,263,168	202,000
Liabilities:
Accounts payable and accrued expenses	37,590
Due to affiliates	485,833
Total liabilities	523,423
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value per share; 999,999,000 shares authorized, 269,235 and 34,222 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively	2,692	342
Capital in excess of par value	2,219,130	200,648
Accumulated deficit	(483,087)
Total stockholders' equity	1,738,745	201,000
Noncontrolling interests	1,000	1,000
Total equity	1,739,745	202,000
Total liabilities and equity	2,263,168	202,000
Preferred Stock
Stockholders' equity:
Preferred Stock
Convertible Preferred Stock
Stockholders' equity:
Preferred Stock	$ 10	$ 10

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Condensed Consolidated Unaudited Statements Of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2012
Cash flows from operating activities:
Net loss	$ (483,087)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of share-based compensation awards	7,427
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	37,590
Due to affiliates	435,833
Net cash used in operating activities	(2,237)
Cash flows from investing activities:
Repayment of advance to affiliate	65,784
Net cash provided by investing activities	65,784
Cash flows from financing activities:
Proceeds from issuance of common stock	2,020,000
Offering costs on issuance of common stock	(6,595)
Net cash provided by financing activities	2,013,405
NET INCREASE IN CASH AND CASH EQUIVALENTS	2,076,952
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	136,216
CASH AND CASH EQUIVALENTS AT END OF PERIOD	2,213,168
SUPPLEMENTAL DISCLOSURES ON NON-CASH INVESTING ACTIVITY:
Deposit for potential acquisition paid by an affiliate on the company's behalf	$ 50,000

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Stockholders' Equity - Additional Information (Detail) (USD $)	1 Months Ended		9 Months Ended		1 Months Ended			9 Months Ended	1 Months Ended	9 Months Ended
	Aug. 09, 2012	Aug. 15, 2011	Sep. 30, 2012 Vote	Dec. 31, 2011	Aug. 15, 2011 Distribution Reinvestment Plan	Sep. 30, 2012 Distribution Reinvestment Plan	Sep. 30, 2012 Share Repurchase Program	Sep. 30, 2012 Share Repurchase Program Maximum	Oct. 11, 2010 Advisor	Sep. 30, 2012 Convertible Preferred Stock	Dec. 31, 2011 Convertible Preferred Stock	Sep. 30, 2012 Convertible Preferred Stock Advisor	Oct. 11, 2010 Convertible Preferred Stock Advisor	Sep. 30, 2012 Preferred Stock	Dec. 31, 2011 Preferred Stock
Class of Stock [Line Items]
Total number of shares of capital stock authorized for issuance			1,100,000,000	1,100,000,000
Common stock, shares authorized			999,999,000	999,999,000
Common stock, par value			$ 0.01	$ 0.01
Preferred Stock, shares authorized										1,000	1,000			100,000,000	100,000,000
Preferred stock, par value										$ 0.01	$ 0.01			$ 0.01	$ 0.01
Number of vote per share			1
Common stock, shares issued			269,235	34,222					22,222
Preferred Stock, shares issued										1,000	1,000	1,000	1,000
Cumulative, non-compounded, annual return on the original issue price of shares										7.00%
Description of conversion of convertible stock										Upon conversion, each share of convertible stock will convert into a number of shares of common stock equal to 1/1000 of the quotient of (A) 15% of the amount,if any, by which (1) the Company's "enterprise value" (as defined in the Charter) plus the aggregate value of distributions paid to date on the outstanding shares of common stock exceeds the (2) aggregate purchase price paid by the stockholders for those shares plus a 7.0% cumulative, non-compounded,annual return on the original issue price of those shares, divided by (B) the Company's enterprise value divided by the number of outstanding shares of common stock, in each case calculated as of the date of the conversion.
Redemption value of convertible stock										$ 1.00
Initial purchase price per share						$ 9.50
Cash distributions reinvestment price per share						95.00%
Termination of notice period						10 days	30 days
Shares outstanding holding requirement			1 year
Maximum percentage of share repurchase of the weighted-average number of shares outstanding								5.00%
Proceeds from primary offering before directors, officers and affiliates can redeem their shares								$ 100,000,000
Percentage of redemption to net assets								2.50%
Percentage of stock repurchase price for stockholders held shares for at least one year							92.50%
Percentage of stock repurchase price for stockholders held shares for at least two years							95.00%
Percentage of stock repurchase price for stockholders held shares for at least three years							97.50%
Percentage of stock repurchase price for stockholders held shares for at least four years							100.00%
Stock repurchase price							95.00%
Percentage of share repurchase price in connection with stockholder's death or disability							100.00%
Number of days used for calculation of distributions	366 days
Distribution per share	$ 0.001775956
Annualized distribution rate	6.50%
Purchase price of shares	$ 10.00	$ 10.00			$ 9.50				$ 9.00

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Long-Term Incentive Plan and Independent Director Compensation - Additional Information (Detail) (USD $)	1 Months Ended		3 Months Ended	9 Months Ended		1 Months Ended	9 Months Ended							1 Months Ended	9 Months Ended
	Aug. 09, 2012	Aug. 15, 2011	Sep. 30, 2012	Sep. 30, 2012	Sep. 30, 2012 Long Term Incentive Plan	Apr. 12, 2011 Independent Directors Compensation Plan	Sep. 30, 2012 Independent Directors Compensation Plan	Sep. 30, 2012 Independent Directors Compensation Plan Annual Retainer	Sep. 30, 2012 Independent Directors Compensation Plan In-person Board Meeting	Sep. 30, 2012 Independent Directors Compensation Plan In-person Committee Meeting	Sep. 30, 2012 Independent Directors Compensation Plan Chairperson of Audit Committee	Sep. 30, 2012 Independent Directors Compensation Plan Teleconference Board or Committee Meeting	Sep. 30, 2012 Independent Directors Compensation Plan Upon Appointment To Board of Directors	Jul. 06, 2012 Independent Directors Compensation Plan Upon ReElection By Shareholders	Sep. 30, 2012 Independent Directors Compensation Plan Restricted Stock
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Percentage of stock options granted under the long-term incentive plan					10.00%
Shares authorized under the long-term incentive plan					300,000
Shares reserved under the long-term incentive plan					300,000
Term of long term incentive plan					10 years
Number of shares directors receive						3,000							3,000	3,000
Restricted common stock vesting period beginning on the first anniversary of the date of grant															4 years
Stock based compensation			$ 7,400	$ 7,400
Unrecognized compensation cost related to unvested shares			112,600	112,600
Unrecognized compensation cost related to unvested shares, weighted-average period				3 years 9 months
Payments to independent directors for annual retainer and attending meetings								$ 30,000	$ 2,000	$ 2,000	$ 2,500	$ 250
Price of common stock for directors	$ 10.00	$ 10.00					$ 9.025

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Organization and Business

9 Months Ended

Sep. 30, 2012

Organization and Business

NOTE 1 — ORGANIZATION AND BUSINESS

O’Donnell Strategic Industrial REIT, Inc. (the “Company”) was formed on September 2, 2010 as a Maryland corporation that intends to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Substantially all of the Company’s business is expected to be conducted through the Company’s operating partnership, O’Donnell Strategic Industrial REIT Operating Partnership, LP (the “Operating Partnership”), formed on September 9, 2010. The Company is the sole general partner of the Operating Partnership. O’Donnell Strategic Industrial Advisors, LLC, a Delaware limited liability company (the “Advisor”) formed on August 5, 2010, is the Operating Partnership’s sole limited partner and owner of an insignificant noncontrolling partnership interest of less than 0.01% of the Operating Partnership. The Advisor has invested $1,000 in the Operating Partnership in exchange for limited partnership interests. Pursuant to the Limited Partnership Agreement of the Operating Partnership (the “Partnership Agreement”), the Company will contribute funds as necessary to the Operating Partnership. Thereafter, the Operating Partnership will allocate income and distribute cash to each partner in proportion to their respective ownership interests.

The Company intends to acquire and manage a portfolio of income-producing industrial real estate assets comprised primarily of warehouse properties, including bulk distribution and general purpose warehouses leased to creditworthy tenants. In addition, the Company may also selectively invest in light manufacturing properties and other types of industrial properties. Further, the Company may invest in mezzanine, bridge, commercial real estate and other real estate loans, provided that the underlying real estate meets the Company’s criteria for direct investment, as well as real estate debt securities and equity securities of REITs and other real estate companies.

Subject to certain restrictions and limitations, the business of the Company is externally managed by the Advisor pursuant to an advisory agreement (the “Advisory Agreement”), which has a term of one year and is reconsidered on an annual basis by the board of directors of the Company. The Advisor will also source and present investment opportunities to the Company’s board of directors and provide investment management, marketing, investor relations and other administrative services on the Company’s behalf.

On October 11, 2010, the Company issued 22,222 shares of common stock to the Advisor at a purchase price of $9.00 per share, for an aggregate purchase price of $200,000. On October 11, 2010, the Advisor invested $1,000 in the Company in exchange for 1,000 shares of convertible stock of the Company, as described in Note 3. On April 12, 2011 and July 6, 2012, under the independent directors’ compensation plan and subject to such plan’s conditions and restrictions, each of the Company’s independent directors received 3,000 shares of restricted common stock, for a total of 24,000 shares of common stock as described in Note 5. As of September 30, 2012 and December 31, 2011, there were 269,235 and 34,222 shares, respectively, of common stock issued and outstanding, and 1,000 shares of convertible stock issued and outstanding at both dates.

Pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933, as amended (the “Securities Act”), the Company is offering for sale to the public on a “best efforts” basis a minimum of $2,000,000 in shares of the Company’s common stock (the “Minimum Offering Amount”) and a maximum of $1,000,000,000 in shares of the Company’s common stock, at an initial price of $10.00 per share (the “Offering”). The Company is also offering up to $100,000,000 in shares of the Company’s common stock pursuant to a distribution reinvestment plan (the “DRP”), under which the Company’s stockholders may elect to have distributions reinvested in additional shares of the Company’s common stock at an initial price of $9.50 per share. The registration statement of the Offering was first declared effective by the SEC on August 15, 2011. The Company may reallocate the shares between the Offering and the DRP.

The Company has retained SC Distributors, LLC (the “Dealer Manager”) to serve as the dealer manager of the Offering. The Dealer Manager is responsible for marketing the Company’s shares of common stock being offered pursuant to the Offering. The Company intends to use substantially all of the net proceeds from the Offering to invest in a diverse portfolio of real estate and real estate-related assets as described above.

On August 8, 2012, the Company issued the initial 221,013 shares of common stock in the Offering to the Advisor and other subscribers, meeting the Minimum Offering Amount, and commenced its principal operations. As of September 30, 2012, the Company had issued 269,235 shares of its common stock in the Offering, for gross proceeds of approximately $2,221,000 before selling commissions and dealer manager fees of approximately $6,600. Subscription payments received from residents of Pennsylvania and Tennessee will be held in an escrow account until the Company raises an aggregate of $50,000,000 and $20,000,000, respectively, in gross offering proceeds. The conditions of that special escrow account were not satisfied for Pennsylvania or Tennessee residents as of September 30, 2012. As of November 9, 2012, the Company had 110,265,981 shares of common stock remaining in the Offering.

As of September 30, 2012, the Company, through a separate wholly owned subsidiary of the Operating Partnership, had contracted to purchase one potential property, as described in Note 7.

As the Company accepts subscriptions for shares of its common stock, it will transfer substantially all of the net proceeds of the Offering to the Operating Partnership as a capital contribution. The Partnership Agreement provides that the Operating Partnership will be operated in a manner that will enable the Company to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability, and (3) ensure that the Operating Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code, which classification could result in the Operating Partnership being taxed as a corporation, rather than as a partnership. In addition to the administrative and operating costs and expenses incurred by the Operating Partnership in acquiring and operating real properties for the Company, the Operating Partnership will pay all of the Company’s administrative costs and expenses, and such expenses will be treated as expenses of the Operating Partnership.

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Condensed Consolidated Unaudited Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	999,999,000	999,999,000
Common stock, shares issued	269,235	34,222
Common stock, shares outstanding	269,235	34,222
Preferred Stock
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, shares authorized	100,000,000	100,000,000
Convertible Preferred Stock
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, shares authorized	1,000	1,000
Preferred Stock, shares issued	1,000	1,000
Preferred Stock, shares outstanding	1,000	1,000

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2012

Estimated Useful Lives of Assets by Class

The Company anticipates the estimated useful lives of its assets by class to be generally as follows:

Buildings	25-40 years
Building improvements	10-25 years
Tenant improvements	Shorter of lease term or expected useful life
Tenant origination and absorption costs	Remaining term of related lease
Furniture, fixtures, and equipment	7-10 years

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Nov. 09, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Entity Registrant Name	O'DONNELL STRATEGIC INDUSTRIAL REIT, INC.
Entity Central Index Key	0001503993
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		284,235

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Long-Term Incentive Plan and Independent Director Compensation (Tables)

9 Months Ended

Sep. 30, 2012

Restricted Share Award Activity

The following table reflects restricted share award activity for the nine months ended September 30, 2012:

Restricted Stock	Number of Shares			Weighted Average Grant-Date Fair Value
Unvested, December 31, 2011		12,000		$	—
Granted		12,000			10.00
Vested		(3,000	)		—
Unvested, September 30, 2012		21,000		$	5.71

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Condensed Consolidated Unaudited Statements Of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Expenses:
General and administrative expenses	$ 483,449		$ 483,449
Operating loss	(483,449)		(483,449)
Other income:
Interest and other income	362		362
Total other income	362		362
Net loss	$ (483,087)		$ (483,087)
Weighted average number of common shares outstanding:
Basic and diluted	155,686	22,222	67,911	22,222
Net loss per common share:
Basic and diluted	$ (3.10)		$ (7.11)

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Economic Dependency

9 Months Ended

Sep. 30, 2012

Economic Dependency

NOTE 6 — ECONOMIC DEPENDENCY

The Company is dependent on the Advisor and the Dealer Manager for certain services that are essential to the Company, including the sale of the Company’s shares of common and preferred stock available for issue; the identification, evaluation, negotiation, purchase and disposition of properties and other investments; management of the daily operations of the Company’s real estate portfolio; and other general and administrative responsibilities. In the event that these companies are unable to provide the respective services, the Company will be required to obtain such services from other sources.

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Long-Term Incentive Plan and Independent Director Compensation

9 Months Ended

Sep. 30, 2012

Long-Term Incentive Plan and Independent Director Compensation

NOTE 5 — LONG-TERM INCENTIVE PLAN AND INDEPENDENT DIRECTOR COMPENSATION

The Company adopted an incentive plan that provides for the grant of equity awards to its employees, directors and consultants and those of the Company’s affiliates. The long-term incentive plan authorizes the grant of non-qualified and incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and other stock-based awards or cash-based awards. Stock options granted under the long-term incentive plan will not exceed an amount equal to 10% of the outstanding shares of the Company’s common stock on the date of grant of any such stock options. Any stock options and stock appreciation rights granted under the long-term incentive plan will have an exercise price or base price that is not less than the fair market value of the Company’s common stock on the date of grant.

The Company’s board of directors administers the long-term incentive plan, with sole authority to determine all of the terms and conditions of the awards, including whether the grant, vesting or settlement of awards may be subject to the attainment of one or more performance goals. The Company’s board of directors has approved and adopted an independent directors’ compensation plan, which operates as a sub-plan of the long-term incentive plan.

No awards will be granted under either plan if the grant or vesting of the awards would jeopardize the Company’ status as a REIT under the Code or otherwise violate the ownership and transfer restrictions imposed under the Company’s charter. Unless otherwise determined by the board of directors, no award granted under the long-term incentive plan will be transferable except through the laws of descent and distribution.

The Company has authorized and reserved 300,000 shares for issuance under the long-term incentive plan. In the event of a transaction between the Company and its stockholders that causes the per-share value of the Company’s common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits under the long-term incentive plan will be adjusted proportionately, and the Company’s board of directors must make such adjustments to the long-term incentive plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the event of a stock split, a stock dividend or a combination or consolidation of the outstanding shares of common stock into a lesser number of shares, the authorization limits under the long-term incentive plan will automatically be adjusted proportionately and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price.

Unless otherwise provided in an award certificate or any special plan document governing an award, upon the termination of a participant’s service due to death or disability, or upon the occurrence of a change in control, all outstanding options and stock appreciation rights granted under the long-term incentive plan will become fully exercisable and all time-based vesting restrictions on outstanding awards will lapse as of the date of termination or change in control. Unless otherwise provided in an award certificate or any special plan document governing an award, with respect to outstanding performance-based awards granted under the long-term incentive plan, (1) upon the termination of a participant’s service due to death or disability, the payout opportunities attainable under such awards will vest based on target or actual performance (depending on the time during the performance period in which the date of termination occurs); (2) upon the occurrence of a change in control, the payout opportunities under such awards will vest based on target performance; and (3) in either case, the awards will payout on a pro rata basis, based on the time elapsed prior to the termination or change in control, as the case may be. In addition, the Company’s board of directors may in its sole discretion at any time determine that all or a portion of a participant’s awards will become fully vested. The board of directors may discriminate among participants or among awards in exercising such discretion.

The long-term incentive plan will automatically expire on the tenth anniversary of the date on which it is approved by the Company’s board of directors and stockholders, unless extended or earlier terminated by the board of directors. The Company’s board of directors may terminate the long-term incentive plan at any time, including upon a liquidity event. The expiration or other termination of the long-term incentive plan will have no adverse impact on any award previously granted under the long-term incentive plan.

The Company’s board of directors may amend the long-term incentive plan at any time, but no amendment will adversely affect any award previously granted and no amendment to the long-term incentive plan will be effective without the approval of the Company’s stockholders if such approval is required by any law, regulation or rule applicable to the long-term incentive plan.

Under the independent directors’ compensation plan and subject to such plan’s conditions and restrictions, each of the Company’s independent directors received 3,000 shares of restricted common stock in connection with the initial meeting of the Company’s board of directors on April 12, 2011. Each new independent director that joins the Company’s board of directors will receive 3,000 shares of restricted common stock upon election to the board of directors. In addition, on July 6, 2012, the date following each independent director’s re-election to the Company’s board of directors, each of the Company’s independent directors received 3,000 shares of restricted common stock. The shares of restricted common stock will generally vest in four equal annual installments beginning on the first anniversary of the date of grant and ending on the fourth anniversary of the date of grant. The independent director compensation plan contains provisions concerning the treatment of awards granted under the plan in the event of an independent directors’ termination of service for any reason, including his or her death or disability, or upon the occurrence of a change in control of the Company.

The grant date fair value of the shares are being expensed over the vesting period of four years. Compensation expense related to restricted stock was approximately $7,400 for the three and nine months ended September 30, 2012. As of September 30, 2012, there was approximately $112,600 of total unrecognized compensation cost related to these unvested shares that is expected to be recognized over a weighted-average period of 3.75 years.

The following table reflects restricted share award activity for the nine months ended September 30, 2012:

Restricted Stock	Number of Shares			Weighted Average Grant-Date Fair Value
Unvested, December 31, 2011		12,000		$	—
Granted		12,000			10.00
Vested		(3,000	)		—
Unvested, September 30, 2012		21,000		$	5.71

In addition, the Company will pay each of its independent directors an annual retainer, pro-rated for a partial term, of $30,000. The independent directors will also be paid for attending meetings as follows: (i) $2,000 for each in-person board meeting attended, (ii) $2,000 for each in-person committee meeting attended ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee), and (iii) $250 for each teleconference board or committee meeting attended. The Company’s independent directors may elect to receive the meeting fees and annual retainer in shares of the Company’s common stock at a price of $9.025 per share until the Company has commenced disclosing its estimated net asset value per share and thereafter at a price based upon the Company’s net asset value per share. All directors also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors. If a director is also one of the Company’s officers, the Company will not pay any compensation to such person for services rendered as a director. Director compensation is an operating expense of the Company that is subject to the operating expense reimbursement obligation of the Advisor discussed in Note 4.

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Related-Party Transactions and Arrangements - Additional Information (Detail) (USD $)					9 Months Ended		12 Months Ended					9 Months Ended	12 Months Ended
	Sep. 30, 2012	Sep. 30, 2012 Convertible Preferred Stock	Dec. 31, 2011 Convertible Preferred Stock	Sep. 30, 2012 Maximum	Sep. 30, 2012 Minimum	Sep. 30, 2012 Advisor	Dec. 31, 2011 Advisor	Sep. 30, 2012 Advisor Convertible Preferred Stock	Oct. 11, 2010 Advisor Convertible Preferred Stock	Sep. 30, 2012 Operational Stage	Sep. 30, 2012 Operational Stage Maximum	Sep. 30, 2012 Organizational and Offering Stage	Dec. 31, 2011 Organizational and Offering Stage	Sep. 30, 2012 Liquidity Stage	Sep. 30, 2012 Liquidity Stage Advisor Convertible Preferred Stock
Related Party Transaction [Line Items]
Percentage of selling commission of Dealer Manager from the sale of shares gross offering proceeds												7.00%
Payment of selling commission to dealer manager												$ 5,245	$ 0
Percentage of dealer manager fee of Dealer Manager from the sale of shares gross offering proceeds												2.75%
Payment for dealer manager fees												1,350	0
Organization and offering costs						2,800,000	2,560,000
Organization and offering expenses as percentage of gross offering proceeds	1.25%			15.00%
Gross proceeds from unaffiliated parties required to reimburse Advisor					2,000,000
Acquisition fees percentage										2.00%	6.00%
Estimated percentage of acquisition expenses to purchase price										0.50%
Cost of real properties and real estate-related assets acquired percentage										0.00083%
Operating expense						483,000	132,000
Operating Expenses as percentage of average invested assets						2.00%
Operating Expenses as percentage of net income						25.00%
Management fee as percentage of gross revenue											5.00%
Leasing fee as percentage of lease consideration of new lease											2.00%
Leasing fee as percentage of lease consideration existing lease											5.00%
Disposition fee as percentage of contract sales price														2.00%
Preferred Stock, shares issued		1,000	1,000					1,000	1,000						1,000
Preferred Stock		$ 10	$ 10						$ 1,000						$ 1,000

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Organization and Business - Additional Information (Detail) (USD $)	1 Months Ended			9 Months Ended		1 Months Ended			1 Months Ended		9 Months Ended			9 Months Ended		1 Months Ended			9 Months Ended
	Aug. 08, 2012	Aug. 09, 2012	Aug. 15, 2011	Sep. 30, 2012	Dec. 31, 2011	Aug. 15, 2011 Minimum	Aug. 15, 2011 Maximum	Nov. 09, 2012 Subsequent Event	Jul. 06, 2012 Independent Directors Compensation Plan	Apr. 12, 2011 Independent Directors Compensation Plan	Sep. 30, 2012 Independent Directors Compensation Plan	Sep. 30, 2012 Convertible Preferred Stock	Dec. 31, 2011 Convertible Preferred Stock	Sep. 30, 2012 Pennsylvania	Sep. 30, 2012 Tennessee	Aug. 15, 2011 Distribution Reinvestment Plan	Aug. 15, 2011 Distribution Reinvestment Plan Maximum	Oct. 11, 2010 Advisor	Sep. 30, 2012 Advisor	Sep. 09, 2010 Advisor	Sep. 09, 2010 Advisor Maximum	Sep. 30, 2012 Advisor Convertible Preferred Stock	Oct. 11, 2010 Advisor Convertible Preferred Stock
Amount invested in the operating partnership in exchange for limited partnership interests																				$ 1,000
Noncontrolling interest in operating partnership																					0.01%
Advisory agreement term																			1 year
Common stock, shares issued				269,235	34,222													22,222
Common stock price per share		$ 10.00	$ 10.00								$ 9.025					$ 9.50		$ 9.00
Aggregate purchase price of shares issued																		200,000
Amount invested in exchange for shares of convertible stock												10	10										1,000
Preferred Stock, shares issued												1,000	1,000									1,000	1,000
Share Issuance of independent directors' restricted common stock per installment									3,000	3,000
Annual share Issuance of independent directors' restricted common stock									24,000	24,000
Common stock, shares outstanding				269,235	34,222
Preferred Stock, shares outstanding												1,000	1,000
Value of shares issued for initial public offering				2,020,000		2,000,000	1,000,000,000
Value of shares issued under distribution reinvestment plan																	100,000,000
Issuance of initial shares	221,013
Proceeds from issuance of common stock				2,221,000
Commissions and dealer manager fees				6,600
Gross offering proceeds required to release subscription payments from escrow														$ 50,000,000	$ 20,000,000
Common stock shares remaining in the Offering								110,265,981

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Subsequent Events

9 Months Ended

Sep. 30, 2012

Subsequent Events

NOTE 9 — SUBSEQUENT EVENTS

Status of the Offering

As of November 9, 2012, the Company had issued subscriptions for 284,335 shares of its common stock, for gross proceeds of approximately $2,372,000 in the Offering.

Distributions Declared

On November 8, 2012, the board of directors of the Company authorized and declared a daily distribution to the Company’s stockholders of record as of the close of business on each day of the period commencing on December 1, 2012 and ending on February 28, 2013. The distributions for the period commencing on December 1, 2012 and ending on December 31, 2012 will be calculated based on 366 days in the calendar year and equal to $0.001775956 per share of common stock, which is equal to an annualized distribution rate of 6.50%, assuming a purchase price of $10.00 per share. The distributions for the period commencing on January 1, 2013 and ending on February 28, 2013 will be calculated based on 365 days in the calendar year and equal to $0.001780822 per share of common stock, which is equal to an annualized distribution rate of 6.50%, assuming a purchase price of $10.00 per share. The distributions declared for each record date in the December 2012, January 2013 and February 2013 periods will be paid in January 2013, February 2013 and March 2013, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Asset Management Fee Waiver

On November 8, 2012, the Advisor agreed to irrevocably waive the asset management fee that it is entitled to under the Advisory Agreement during the period beginning November 8, 2012 and ending on the first day on which the Company’s distribution payout ratio is equal to or less than 100% of the modified funds from operations.

Review of 2%/25% Guidelines and Leverage Policy

On November 8, 2012, the Company’s board of directors, including all of the independent directors of the Company, determined that the approximately $483,000 in operating expenses incurred by the Company as of September 30, 2012, which amount exceeds the limitation in the Company’s charter on the amount of total operating expenses that can be incurred at the end of the four preceding fiscal quarters, was justified based on unusual and non-recurring factors deemed sufficient by the board of directors of the Company, including but not limited to the board of director fees, legal fees and other professional fees. The Company’s board of directors has also approved a disclosure to the shareholders, which describes the excess amount, and the board’s and the independent directors’ conclusion that the excess amount was justified, together with an explanation of the factors the board and the independent directors considered in determining that such excess amount was justified.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Potential Real Estate Acquisition

On September 10, 2012, the Company, through OD Flowers Tampa, LLC (“OD Flowers Tampa”), a wholly owned subsidiary of the Operating Partnership, entered into an agreement with O’Donnell Acquisitions, LLC, an affiliated entity of the Company (“O’Donnell Acquisitions”), as the assignor, to assume all of O’Donnell Acquisitions’ right, title and interest in an Agreement of Purchase and Sale and Joint Escrow Instructions, dated September 10, 2012 (the “Florida Property Purchase and Sale Agreement”), with Flowbake Tampa East, LLC, as the seller, which is not affiliated with the Company, its advisor or affiliates, for the purchase of the seller’s 100% interest in a build-to-suit industrial facility, located in Tampa, Florida (the “Florida Property”), which is expected to comprise 12,160 square feet when certain improvements on the property are completed. The Florida Property is expected to be 100% net-leased to Flowers Baking Co. of Bradenton, LLC, a wholly owned subsidiary of Flowers Foods, Inc. The material terms of the Florida Property Purchase and Sale Agreement provide for (i) a purchase price of $1,684,067, plus closing costs; (ii) an earnest money deposit of $100,000, which would be applied toward payment of the purchase price upon completion of the acquisition of the Florida Property, and $50,000 of which was paid upon execution of the Florida Property Purchase and Sale Agreement and the remaining $50,000 will be paid upon the completion of certain improvements of the Florida Property; provided, however, that such earnest money deposit will not be refundable to the Company upon the expiration of the due diligence period described below, unless the seller defaults under the Florida Purchase and Sale Agreement. The earnest money deposit is refundable for a failure of a closing condition, including the completion of certain improvements on the property by the seller; (iii) payment to seller of $100.00 in additional consideration, which payment is non-refundable to the Company and would not be applicable towards the purchase price; (iv) a 20-day due diligence period; and (v) an anticipated closing date by the end of 2012. The Florida Property Purchase and Sale Agreement also contains customary covenants, closing conditions, representations and warranties, and indemnification provisions. There can be no assurance that this potential acquisition will be consummated.

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. As of September 30, 2012, there were, and currently there are, no material pending legal proceedings to which the Company is a party.

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Earnings Per Share

9 Months Ended

Sep. 30, 2012

Earnings Per Share

NOTE 8 — EARNINGS PER SHARE

Basic earnings (loss) per share attributable for all periods presented are computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share are computed based on the weighted average number of shares outstanding and all potentially dilutive securities, if any. Shares of convertible stock and unvested restricted common stock give rise to potentially dilutive shares of common stock. During the nine months ended September 30, 2012 there were 21,000 shares of non-vested shares of restricted common stock and 1,000 shares of convertible stocks, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during this period.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2012

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The condensed consolidated unaudited financial statements of the Company included in this Quarterly Report on Form 10-Q have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary to present a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results.

The accompanying condensed consolidated unaudited financial statements include the accounts of the Company and the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation. The financial statements of the Company’s subsidiaries are prepared using accounting policies consistent with those of the Company. The Company will consider future majority owned and controlled joint ventures for consolidation in accordance with GAAP, including the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”).

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three months or less from the respective dates of deposit. Short-term investments with remaining maturities of three months or less when acquired are considered cash equivalents. The Company limits cash investments to financial institutions that the board of directors has determined are creditworthy; therefore, the Company believes it is not exposed to any significant credit risk in cash and cash equivalents.

Concentration of Credit Risk

Concentration of Credit Risk

As of September 30, 2012, the Company had cash on deposit at one financial institution, which was in excess of federally insured limits; however, the Company has not experienced any losses in such account. The Company limits significant cash holdings to accounts held by financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on cash.

Real Estate Assets

Real Estate Assets

Depreciation

Real estate costs related to the acquisition, development, construction, and improvement of properties will be capitalized. Repair and maintenance costs will be charged to expense as incurred and significant replacements and betterments will be capitalized. Repair and maintenance costs will include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:

Buildings	25-40 years
Building improvements	10-25 years
Tenant improvements	Shorter of lease term or expected useful life
Tenant origination and absorption costs	Remaining term of related lease
Furniture, fixtures, and equipment	7-10 years

Real Estate Purchase Price Allocation

Upon the acquisition of real properties, the Company will allocate the purchase price of such properties to acquired tangible assets, consisting of land, buildings and improvements, and identified intangible assets and liabilities, consisting of the value of above market and below market leases and the value of in-place leases, based in each case on their fair values. Acquisition related expenses will be expensed as incurred. The Company will utilize independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and building). The Company will obtain an independent appraisal for each real property acquisition. The information in the appraisal, along with any additional information available to the Company’s management, will be used by its management in estimating the amount of the purchase price that will be allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm will have no involvement in management’s allocation decisions other than providing this market information.

In accordance with ASC Topic 805, Business Combinations, the Company will record above-market and below-market in-place lease values for acquired properties based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The Company will amortize any capitalized above-market or below-market lease values as an increase or reduction to rental income over the remaining non-cancelable terms of the respective leases.

The Company will measure the aggregate value of other intangible assets acquired based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued as if vacant. The Company’s estimates of value are expected to be made using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis). Factors to be considered by the Company in its analysis include an estimate of carrying costs during hypothetical expected lease-up periods, considering current market conditions and costs to execute similar leases.

The Company will also consider information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, the Company will also include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. The Company will also estimate costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction.

The total amount of other intangible assets acquired will be further allocated to in-place lease values and customer relationship intangible values based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics to be considered by the Company in allocating these values include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

The Company will amortize the value of in-place leases to expense over the initial term of the respective leases. The value of customer relationship intangibles will be amortized to expense over the initial term and any renewal periods in the respective leases, but in no event will the amortization period for the intangible assets exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the in-place lease value and customer relationship intangibles would be charged to expense in that period.

Estimates of the fair values of tangible and intangible assets will require the Company to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. The use of inappropriate estimates would result in an incorrect assessment of the Company’s purchase price allocation, which would impact the amount of the Company’s net income.

Impairment of Real Estate Assets

The Company will continually monitor events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets may not be recoverable, the Company will assess the recoverability of the assets by estimating whether the Company will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. If based on this analysis the Company does not believe that it will be able to recover the carrying value of the asset, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset as defined by ASC Topic 360, Property, Plant and Equipment.

The Company’s undiscounted cash flow and fair value calculations will contain uncertainties because they will require management to make assumptions and to apply judgment to estimate future cash flow and property fair values, including selecting the discount or capitalization rate that reflects the risk inherent in future cash flow. Estimating projected cash flow is highly subjective as it requires assumptions related to future rental rates, tenant allowances, operating expenditures, property taxes, capital improvements, and occupancy levels. The Company is also required to make a number of assumptions relating to future economic and market events and prospective operating trends. Determining the appropriate capitalization rate also requires significant judgment and is typically based on many factors including the prevailing rate for the market or submarket, as well as the quality and location of the properties. Further, capitalization rates can fluctuate resulting from a variety of factors in the overall economy or within regional markets. If the actual net cash flow or actual market capitalization rates significantly differ from the Company estimates, the impairment evaluation for an individual asset could be materially affected.

Real Estate Loans Receivable and Loan Loss Reserves

Real Estate Loans Receivable and Loan Loss Reserves

Real estate loans will be classified as held for investment based on the Company’s intent and ability to hold the loans for the foreseeable future. Real estate loans held for investment will be recorded at amortized cost and evaluated for impairment at each balance sheet date. The amortized cost of a loan is the outstanding unpaid principal balance, net of unamortized acquisition premiums or discounts and unamortized costs and fees directly associated with the origination or acquisition of the loan. The real estate loans receivable will be reviewed for potential impairment at each balance sheet date. A loan receivable is considered impaired when it becomes probable, based on current information, that the Company will be unable to collect all amounts due according to the loan’s contractual terms. The amount of impairment, if any, is measured by comparing the recorded amount of the loan receivable to the present value of the expected cash flows or the fair value of the collateral. If a loan was deemed to be impaired, the Company would record a reserve for loan losses through a charge to income for any shortfall.

The Company will record real estate loans held for sale at the lower of amortized cost or fair value. The Company will determine fair value for loans held for sale by using current secondary market information for loans with similar terms and credit quality. If current secondary market information is not available, the Company will consider other factors in estimating fair value, including modeled valuations using assumptions the Company believes a reasonable market participant would use in valuing similar assets (assumptions may include loss rates, prepayment rates, interest rates and credit spreads). If fair value is lower than the amortized cost basis of the loan, the Company will record a valuation allowance to write the loan down to fair value.

Failure to recognize impairment would result in the overstatement of earnings and the carrying value of the real estate loans held for investment. Actual losses, if any, could differ from estimated amounts.

Rents and Other Receivables

Rents and Other Receivables

The Company will periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements. The Company will maintain an allowance for deferred rent receivable that arises from the straight-lining of rents in accordance with ASC Topic 840, Leases. The Company will exercise judgment in establishing these allowances and consider payment history and current credit status of its tenants in developing these estimates.

Marketable Real Estate-Related Assets

Marketable Real Estate-Related Assets

The Company will classify certain real estate-related assets in accordance with ASC Topic 320, Investments — Debt and Equity Securities. The Company will record available-for-sale investments at fair value with unrealized gains and losses, net of deferred taxes, recorded to accumulated other comprehensive income (loss) within stockholders’ equity. Estimated fair values will generally be based on quoted market prices, when available, or on estimates provided by independent pricing sources or dealers who make markets in such investments. If the Company is unable to obtain prices for its investments from third parties, or conclude that prices obtained from third parties are influenced by distressed market activity, the Company will perform internal valuations to arrive at a fair value measurement that is consistent with ASC Topic 820, Fair Value Measurements . Generally, changes in the fair value of available-for-sale investments will not affect reported earnings or cash flows, but will impact stockholders’ equity and, accordingly, book value per share. Upon the sale of an investment, the Company will reverse the unrealized gain (loss) from accumulated comprehensive income and record the realized gain (loss) to earnings. Investments classified as held-to-maturity will be recorded at amortized cost with acquisition premiums and discounts amortized to interest income over the life of the security using the effective interest method.

The Company will monitor available-for-sale and held-to-maturity investments for impairment on a quarterly basis. The Company will recognize an impairment loss when the Company determines that a decline in the estimated fair value of an investment below its amortized cost is other-than-temporary. The Company will consider many factors in determining whether the impairment of an investment is deemed to be other-than-temporary, including, but not limited to, the length of time the investment has had a decline in estimated fair value below its amortized cost, the amount of the unrealized loss, the intent and ability to hold the investment for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, external credit ratings, and recent changes in such ratings. Determining whether impairment of an investment is other-than-temporary involves a significant amount of judgment by the Company.

The Company will account for certain purchased real estate-related assets that are beneficial interests in securitized financial assets that are rated below “AA” in accordance with ASC Topic 325, Investments — Other (“ASC 325”). Under ASC 325, the Company will review on a quarterly basis, the projected future cash flows of these investments for changes in assumptions due to prepayments, credit loss experience and other factors. When significant changes in estimated cash flows from the cash flows previously estimated occur due to actual prepayment and credit loss experience, the Company will calculate a revised yield based upon the current reference amount of the investment, including any other than temporary impairments recognized to date, and the revised estimate of cash flows. The Company will apply the revised yield prospectively to recognize interest income. If, based on the Company’s quarterly estimate of cash flows, there has been an adverse change in the estimated cash flows from the cash flows previously estimated and the present value of the revised cash flow is less than the present value previously estimated, an other-than-temporary impairment will be deemed to have occurred. When the Company deems an investment to be other-than temporarily impaired, the Company is required to distinguish between other-than temporary impairments related to credit and other-than-temporary impairments related to other factors (e.g., market fluctuations) on its securities that it does not intend to sell and where it is not likely that the Company will be required to sell the security prior to the anticipated recovery of its amortized cost basis. The Company calculates the credit component of the other-than-temporary impairment as the difference between the amortized cost basis of the security and the present value of its estimated cash flows discounted at the yield used to recognize interest income. The credit component will be charged to earnings and the component related to other factors will be recorded to other comprehensive income (loss).

Estimating cash flows and determining whether there is other-than-temporary impairment requires the Company to exercise judgment and make significant assumptions, including, but not limited to, assumptions regarding estimated payments, loss assumptions, and assumptions with respect to changes in interest rates. As a result, actual impairment losses and the timing of income recognized on these securities could materially differ from reported amounts.

Fair Value Measurements

Fair Value Measurements

Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

• Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

• Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

• Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.

When available, the Company will utilize quoted market prices from an independent third-party source to determine fair value and will classify such items in Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require the Company to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When the Company determines the market for a financial instrument owned by the Company to be illiquid or when market transactions for similar instruments do not appear orderly, the Company will use several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and will establish a fair value by assigning weights to the various valuation sources.

Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument.

The Company considers the following factors to be indicators of an inactive market: (i) there are few recent transactions, (ii) price quotations are not based on current information, (iii) price quotations vary substantially either over time or among market makers (for example, some brokered markets), (iv) indexes that previously were highly correlated with the fair values of the asset or liability are demonstrably uncorrelated with recent indications of fair value for that asset or liability, (v) there is a significant increase in implied liquidity risk premiums, yields, or performance indicators (such as delinquency rates or loss severities) for observed transactions or quoted prices when compared with the Company’s estimate of expected cash flows, considering all available market data about credit and other nonperformance risk for the asset or liability, (vi) there is a wide bid-ask spread or significant increase in the bid-ask spread, (vii) there is a significant decline or absence of a market for new issuances (that is, a primary market) for the asset or liability or similar assets or liabilities, and (viii) little information is released publicly (for example, a principal-to-principal market).

The Company considers the following factors to be indicators of non-orderly transactions: (i) there was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions, (ii) there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii) the seller is in or near bankruptcy or receivership (that is, distressed), or the seller was required to sell to meet regulatory or legal requirements (that is, forced), and (iv) the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.

Revenue Recognition

Revenue Recognition

The Company will recognize minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured, and will record amounts expected to be received in later years as deferred rent. If the lease provides for tenant improvements, the Company will determine whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term.

The Company will record property operating expense reimbursements due from tenants for common area maintenance, real estate taxes, and other recoverable costs in the period the related expenses are incurred.

The Company will make estimates of the collectability of its tenant receivables related to base rents, including straight line rentals, expense reimbursements and other revenue or income. Management will specifically analyze accounts receivable and historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In addition, with respect to tenants in bankruptcy, management will make estimates of the expected recovery of pre-petition and post-petition claims in assessing the estimated collectability of the related receivable. In some cases, the ultimate resolution of these claims can exceed one year. When a tenant is in bankruptcy, the Company will record a bad debt reserve for the tenant’s receivable balance and generally will not recognize subsequent rental revenue until cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments.

Interest income from any real estate loans receivable the Company may purchase or originate will be recognized on an accrual basis over the life of the investment using the effective interest method. Direct loan origination fees and origination or acquisition costs, as well as acquisition premiums or discounts, will be amortized over the term of the loan as an adjustment to interest income. The Company will place loans on nonaccrual status when any portion of principal or interest is 90 days past due, or earlier when concern exists as to the ultimate collection of principal or interest. When a loan is placed on nonaccrual status, the Company will reverse the accrual for unpaid interest and generally will not recognize subsequent interest income until the cash is received, or the loan returns to accrual status.

The Company will recognize interest income on real estate securities that are rated “AA” and above on an accrual basis according to the contractual terms of the securities. Discounts or premiums will be amortized to interest income over the life of the investment using the interest method.

The Company will recognize interest income on real estate securities that are beneficial interests in securitized financial assets that are rated below “AA” using the effective yield method, which requires the Company to periodically project estimated cash flows related to these securities and recognize interest income at an interest rate equivalent to the estimated yield on the security, as calculated using the security’s estimated cash flows and amortized cost basis, or reference amount. Changes in the estimated cash flows will be recognized through an adjustment to the yield on the security on a prospective basis. Projecting cash flows for these types of securities will require the use of a significant amount of assumptions and judgment, which may have a significant impact on the timing of revenue recognized on these investments.

The Company will recognize interest income on its cash and cash equivalents as it is earned and will record such amounts as other interest income.

Accounting for Stock-Based Compensation

Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). ASC 718 established a fair value based method of accounting for stock-based compensation. Accounting for stock-based compensation under ASC 718 requires the fair value of stock-based compensation awards to be amortized as an expense over the vesting period and requires any dividend equivalents earned to be treated as dividends for financial reporting purposes. Stock-based compensation awards are valued at the fair value on the date of grant and amortized as an expense over the vesting period.

Total cost for the stock-based compensation awards was approximately $7,400 for each of the three and nine months ended September 30, 2012, which is included in general and administrative expenses in the condensed consolidated unaudited statements of operations. No stock-based compensation costs were recognized for the three and nine months ended September 30, 2011.

Distribution Policy

Distribution Policy

The Company intends to elect to be taxed as a REIT and to operate as a REIT beginning with the taxable year ending December 31, 2012. To maintain its qualification as a REIT, the Company intends to make distributions each taxable year equal to at least 90% of its REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP).

Organization and Offering Costs

Organization and Offering Costs

Organization and offering expenses (other than selling commissions and dealer manager fees) are initially being paid by the Advisor, the Dealer Manager and their affiliates on the Company’s behalf. These other organization and offering expenses include all expenses to be paid by the Company in connection with the Offering, including legal, accounting, printing, mailing and filing fees, charges of the Company’s escrow holder and transfer agent, expenses of organizing the Company, data processing fees, advertising and sales literature costs, transfer agent costs, bona fide out-of-pocket due diligence costs of broker-dealers, and amounts to reimburse the Advisor or its affiliates for the salaries of its employees and other costs in connection with preparing supplemental sales materials and providing other administrative services. In addition, the Company may also reimburse costs of bona fide training and education meetings held by the Company (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees and costs of employees of the Company’s affiliates to attend seminars conducted by broker-dealers and, in special cases, technology costs of participating broker-dealers associated with the Offering, costs and expenses related to such technology costs, and costs and expenses associated with the facilitation of the marketing of the Company’s shares and the ownership of the Company’s shares by such broker-dealers’ customers; provided, however, that the Company will not pay or reimburse any of the foregoing costs to the extent that such payment would cause total underwriting compensation to exceed 10% of the gross proceeds of the Offering, as required by the rules of the Financial Industry Regulatory Authority, Inc. After the termination of the Offering, the Advisor will reimburse the Company to the extent total organization and offering expenses, including selling commissions and the dealer manager fee, borne by the Company exceed 15% of the gross proceeds raised in the Offering.

As of September 30, 2012 and December 31, 2011, the Advisor had incurred on behalf of the Company organization and offering costs of approximately $2,800,000 and $2,560,000, respectively. As of September 30, 2012 and December 30, 2011, the Company had not reimbursed the Advisor for organization and offering costs as the terms of the Advisory Agreement state that the reimbursement is not an obligation of the Company until a minimum of $2,000,000 of gross proceeds have been raised by the Company from unaffiliated parties. The Company expects that organization and offering expenses (other than selling commissions and dealer manager fees) will be approximately 1.25% of the gross offering proceeds. When recorded by the Company, organization costs will be expensed as incurred, and offering costs, which include selling commissions and dealer manager fees, will be deferred and charged to stockholders’ equity as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from the gross proceeds.

Income Taxes

Income Taxes

The Company intends to elect to be taxed as a REIT under the Code commencing with the taxable year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP) to stockholders. As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company intends to organize and operate in such a manner as to qualify for treatment as a REIT.

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	3 Months Ended	9 Months Ended		12 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Sep. 30, 2012 Advisor	Dec. 31, 2011 Advisor	Sep. 30, 2012 Minimum	Sep. 30, 2012 Maximum
Significant Accounting Policies [Line Items]
Claim period					1 year
Stock based compensation	$ 7,400	$ 7,400
Percentage of distributions to be made each taxable year					90.00%
Minimum underwriting compensation as percentage of gross proceeds of the offering to reimburse foregoing costs					10.00%
Organization and offering expenses as percentage of gross offering proceeds	1.25%	1.25%				15.00%
Organization and offering costs			2,800,000	2,560,000
Gross proceeds from unaffiliated parties required to reimburse Advisor					$ 2,000,000

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Commitments and Contingencies - Additional Information (Detail) (Florida Property, USD $)	1 Months Ended
	Sep. 10, 2012 sqft
Florida Property
Commitments and Contingencies Disclosure [Line Items]
Business acquisition, percentage of interest acquired	100.00%
Area of real estate property	12,160
Percentage of real estate areas expected to be net-leased	100.00%
Business acquisition,purchase price	$ 1,684,067
Earnest money deposit	100,000
Cash paid upon execution of property purchase and sale agreement	50,000
Cash to be paid upon completion of certain improvements of property acquired	50,000
Business acquisition, additional consideration paid	$ 100.00
Due diligence period	20 days
Anticipated closing date	Dec. 31, 2012

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Condensed Consolidated Unaudited Statement Of Stockholders' Equity (USD $)	Total	Convertible Stock	Common Stock	Capital in Excess of Par Value	Accumulated Deficit
Beginning Balance at Dec. 31, 2011	$ 201,000	$ 10	$ 342	$ 200,648
Beginning Balance (in shares) at Dec. 31, 2011		1,000	34,222
Issuance of common stock (in shares)			223,013
Issuance of common stock	2,020,000		2,230	2,017,770
Issuance of independent directors' restricted common stock (in shares)			12,000
Issuance of independent directors' restricted common stock			120	(120)
Noncash amortization of share-based compensation	7,427			7,427
Commissions on stock sales and related dealer manager fees	(6,595)			(6,595)
Net loss	(483,087)				(483,087)
Ending Balance at Sep. 30, 2012	$ 1,738,745	$ 10	$ 2,692	$ 2,219,130	$ (483,087)
Ending Balance (in shares) at Sep. 30, 2012		1,000	269,235

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Related-Party Transactions and Arrangements

9 Months Ended

Sep. 30, 2012

Related-Party Transactions and Arrangements

NOTE 4 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

The Advisory Agreement and the Dealer Manager Agreement entitle the Advisor, or certain of its affiliates, and the Dealer Manager, respectively, to specified fees upon the provision of certain services with regard to the Offering and the investment of funds in real estate assets, among other services, as well as reimbursement of organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company (as discussed in Note 2 herein) and certain costs incurred by the Advisor in providing services to the Company. The fees and reimbursement obligations are as follows:

Type of Compensation	Determination of Amount
	Organizational and Offering Stage
Selling commission
	The Company will pay the Dealer Manager 7.0% of gross proceeds from the Offering (all of which will be reallowed to participating broker-dealers), subject to reductions based on volume and for certain categories of purchasers. No selling commissions will be paid for sales pursuant to the DRP. As of September 30, 2012 and December 31, 2011, the Company had paid $5,245 and $0, respectively, to the Dealer Manager for selling commissions.
Dealer Manager Fee
	The Company will pay the Dealer Manager 2.75% of gross proceeds from the Offering (all or a portion of which may be reallowed to participating broker-dealers). No dealer manager fee will be paid for sales pursuant to the DRP. As of September 30, 2012 and December 31, 2011, the Company had paid $1,350 and $0, respectively, to the Dealer Manager for dealer manager fees.

Type of Compensation	Determination of Amount
Organization and Offering Expenses
	As of September 30, 2012 and December 31, 2011, the Advisor had incurred approximately $2,800,000 and $2,560,000, respectively, in organization and offering expenses on the Company’s behalf. As of September 30, 2012 and December 30, 2011, the Company had not reimbursed the Advisor for organization and offering costs, as the terms of the Advisory Agreement state that the reimbursement is not an obligation to the Company until a minimum of $2,000,000 of gross proceeds have been raised by the Company from unaffiliated parties. The Company expects that organization and offering expenses (other than selling commissions and dealer manager fees) will be approximately 1.25% of the gross offering proceeds. When recorded by the Company, organization costs will be expensed as incurred, and offering costs, which include selling commissions and dealer manager fees, will be deferred and charged to stockholders’ equity as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from the gross offering proceeds.
	Operational Stage
Acquisition Fees
	The Company will pay the Advisor 2.0% of (1) the purchase price in connection with the acquisition or origination of any type of real property or real estate-related asset acquired or originated directly or (2) the Company’s allocable portion of the purchase price in connection with the acquisition or origination of any type of real property or real estate-related asset acquired or originated through a joint venture, including any acquisition and origination expenses and any debt attributable to such investments. Total acquisition fees and expenses relating to the purchase of an investment may not exceed 6% of the contract purchase price unless such excess is approved by the Company’s board of directors, including a majority of the independent directors. As of each of September 30, 2012 and December 31, 2011, the Company had not incurred acquisition fees to the Advisor.
Acquisition Expenses
	The Company will reimburse the Advisor for amounts it pays to third parties in connection with the selection, acquisition or development of a property or acquisition of real estate-related assets (including expenses relating to potential investments that the Company does not close). Total acquisition fees and expenses relating to the purchase of an investment may not exceed 6% of the contract purchase price unless such excess is approved by the Company’s board of directors, including a majority of the independent directors. The Company estimates that its acquisition expenses will be approximately 0.5% of the purchase price of the Company’s investments. As of each of September 30, 2012 and December 31, 2011, the Company had not incurred acquisition expenses to the Advisor.
Asset Management Fees
	The Company will pay the Advisor a monthly fee equal to one-twelfth of 1.0% of the cost of the real properties and real estate-related assets it acquires. Such fee will be calculated by including acquisition expenses and any debt attributable to such investments, or the Company’s proportionate share thereof in the case of investments made through joint ventures. This fee will be payable monthly in arrears, based on assets held by the Company on the last day of such prior month.

Type of Compensation	Determination of Amount
Operating Expenses
	Reimbursement of expenses incurred in providing services to the Company, including the Company’s allocable share of the Advisor’s overhead, such as rent, employee costs, utilities and IT costs. The Company will not reimburse for employee costs in connection with services for which the Advisor receives acquisition fees or disposition fees or for the personnel costs the Advisor pays with respect to persons who serve as the Company’s executive officers. Further, the Company will not reimburse the Advisor for any amount by which its operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.00% of average invested assets, or (ii) 25.00% of net income for that period, unless the independent directors of the Company find that, based on such unusual and non-recurring factors that they deem sufficient, a higher level of expenses is justified. As of September 30, 2012 and December 31, 2011, the Advisor had incurred approximately $483,000 and $132,000, respectively, of operating expenses on behalf of the Company. For the nine months ended September 30, 2012, the Company’s operating expenses exceeded the limitation by a total of $483,000. The Company’s board of directors, including all of the independent directors of the Company, has determined that this excess amount is justified based on unusual and non-recurring factors deemed sufficient by the board of directors of the Company, including but not limited to board of director fees, legal fees and other professional fees. The costs as of September 30, 2012 have been included in the consolidated unaudited financial statements of the Company under general and administrative expenses. The costs as of December 31, 2011 were not included in the consolidated unaudited financial statements of the Company as of such date because such costs would only become a liability of the Company when the Minimum Offering Amount had been sold in the Offering.
Property Management and Leasing Fees
	The Company will pay O’Donnell Management Company, the Company’s affiliated property manager, a percentage of the annual gross revenues of each property owned by the Company for property management services. The property management fee payable with respect to each property will be equal to the percentage of annual gross revenues of the property that is usual and customary for comparable property management services rendered to similar properties in the geographic market of the property, as determined by the Advisor and approved by a majority of the Company’s board of directors, including a majority of the independent directors; provided, however, that in no event will the property management fee exceed 5.0% of the property’s annual gross revenues. The Company’s property manager may subcontract with third party property managers and will be responsible for supervising and compensating those third party property managers. As of each of September 30, 2012 and December 31, 2011, the Company had not incurred property management and leasing fees to the property manager. In addition to property management fees, the Company may also pay its property manager a separate fee for services rendered, whether directly or indirectly, in leasing real properties to a third party lessee. The amount of such leasing fee will be usual and customary for comparable services rendered for similar real properties in the geographic market of the property leased as determined by the Advisor and approved by a majority of the Company’s board of directors, including a majority of the Company’s independent directors; provided, however, that in no event will the leasing fee exceed 2% of the total lease consideration with respect to a new lease or 5% of the total lease consideration with respect to a renewal of an existing lease. Where market norms dictate, the Company may also reimburse its property manager for the salaries and wages of property-level employees, other employee-related expenses of on-site employees of its property manager or its subcontractors which are engaged in the operation, leasing, management or maintenance of the Company’s properties and other expenses directly related to the management of specific properties.
	Liquidity Stage
Disposition Fees
	If the Advisor, or its affiliates, provides a substantial amount of services, as determined by the Company’s independent directors, in connection with the sale of a real property or real estate-related asset sold, the Advisor will earn a disposition fee equal to 2.0% of the contract sales price of the real property or real estate-related asset sold. As of each of September 30, 2012 and December 31, 2011, the Company had not incurred disposition fees to the Advisor.
Convertible Stock
	The Company has issued 1,000 shares of convertible stock to the Advisor, for which the Advisor contributed $1,000. See Note 3 for more information on the terms of the Company’s convertible stock.

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Earnings Per Share - Additional information (Detail)	9 Months Ended
	Sep. 30, 2012
Non Vested Restricted Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Anti-dilutive shares excluded from computation of diluted earnings per share	21,000
Convertible Securities
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Anti-dilutive shares excluded from computation of diluted earnings per share	1,000

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Estimated Useful Lives of Assets by Class (Detail)	9 Months Ended
	Sep. 30, 2012
Building | Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	25 years
Building | Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	40 years
Building improvements | Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Building improvements | Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	25 years
Tenant improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	Shorter of lease term or expected useful life
Tenant origination and absorption costs
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	Remaining term of related lease
Furniture, fixtures, and equipment | Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Furniture, fixtures, and equipment | Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years