PLYMOUTH OPPORTUNITY REIT, INC. Up to 65,000,000 Shares of Common Stock FORM OF DEALER MANAGER AGREEMENT August ___, 2011Plymouth Opportunity REIT Inc. • August 30th, 2011 • Real estate investment trusts • Maryland
Plymouth Opportunity REIT, Inc., a Maryland corporation (the “Company”), has registered for public sale 65,000,000 shares of its common stock, $.01 par value per share (the “Shares”), of which 15,000,000 Shares are intended to be offered pursuant to the Company’s distribution reinvestment plan (the “DRP”). The Company proposes to offer (a) up to 50,000,000 Shares for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased), in the primary offering (the “Primary Offering”) and (b) up to 15,000,000 Shares for a purchase price of $9.50 per Shares for issuance through the DRP (the DPR, together with the Primary Offering, are herein referred to as the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRIP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1.1).
