0001171520-12-000271 Sample Contracts

ADVISORY AGREEMENT between PLYMOUTH OPPORTUNITY REIT, INC. and PLYMOUTH REAL ESTATE INVESTORS INC. July 27, 2011
Advisory Agreement • March 28th, 2012 • Plymouth Opportunity REIT Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of July 27, 2011 (the "Agreement"), is between Plymouth Opportunity REIT, Inc., a Maryland corporation (the "Company"), and Plymouth Real Estate Investors Inc., a Massachusetts corporation (the "Advisor").

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PLYMOUTH OPPORTUNITY REIT, INC. Up to 65,000,000 Shares of Common Stock DEALER MANAGER AGREEMENT November 1, 2011
Plymouth Opportunity REIT Inc. • March 28th, 2012 • 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).

AGREEMENT OF LIMITED PARTNERSHIP OF PLYMOUTH OPPORTUNITY OP, LP
Plymouth Opportunity REIT Inc. • March 28th, 2012 • Real estate investment trusts • Delaware

This Agreement of Limited Partnership (this "Agreement") is entered into effective as of the 1st of August, 2011, by and among Plymouth Opportunity REIT, Inc., a Maryland corporation (the "General Partner"), Plymouth OP Limited, LLC, a Delaware limited liability company (the "Original Limited Partner"), and the Limited Partner(s) set forth or which may, in the future, be set forth on Exhibit A hereto, as amended from time to time.

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