0001193125-06-023970 Sample Contracts

FORM OF ADVISORY AGREEMENT
Advisory Agreement • February 8th, 2006 • Orange REIT, Inc. • New Jersey

THIS ADVISORY AGREEMENT, dated as of , 2006 (the “Agreement”), is between ORANGE REIT, INC., a corporation organized under the laws of the State of Maryland (the “Company”) and ORANGE ADVISORS, LLC., a limited liability company organized under the laws of the State of New Jersey (the “Advisor”).

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FORM OF PROPERTY ACQUISITION/DISPOSITION AGREEMENT
Property Acquisition/Disposition Agreement • February 8th, 2006 • Orange REIT, Inc. • New Jersey

THIS AGREEMENT is made and entered into as of the , 2006, by and between ORANGE REIT, INC., a Maryland corporation (hereinafter referred to as the “Company”), and ORANGE REALTY GROUP, LLC, a New Jersey limited liability company (hereinafter referred to as the “Advisor”).

ORANGE REIT, INC. LIVINGSTON, NEW JERSEY, 07039 Common Shares Agency Agreement
Agency Agreement • February 8th, 2006 • Orange REIT, Inc. • New York

The purpose of this agreement (the “Agreement”) is to confirm the appointment of J.P. Turner & Company, LLC (the “Managing Agent”) by Orange REIT, Inc., a Maryland corporation, (the “Company”) in connection with the Offering described herein on the above date (the “Engagement Date”) under the terms and conditions set forth herein. The Company and Managing Agent desire to, and hereby do, agree as follows:

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