0001193125-07-007766 Sample Contracts

FORM OF ADVISORY AGREEMENT
Advisory Agreement • January 17th, 2007 • Orange REIT, Inc. • Real estate investment trusts • New Jersey

THIS ADVISORY AGREEMENT, dated as of , 2007 (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
Agreement • January 17th, 2007 • Orange REIT, Inc. • Real estate investment trusts • New Jersey

THIS AGREEMENT is made and entered into as of the , 2007, 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”).

M&T Trust Company of Delaware Escrow Agreement
Escrow Agreement • January 17th, 2007 • Orange REIT, Inc. • Real estate investment trusts • New York

THIS ESCROW AGREEMENT (“Agreement”) is entered into as of the day of January, 2007, by and between Orange REIT, Inc. (“Escrowor”) with a mailing address of 78 Okner Parkway, Livingston, NJ, 07039, attention: Marlene Laveman; J.P. Turner & Company, LLC (“Escrowee”), with a mailing address of 3060 Peachtree Road, NW, 11th Floor, Atlanta, GA 30305, attention: Jeffrey Johnson; and M&T Trust Company of Delaware, with a mailing address of 1220 North Market St, Suite 202, Wilmington, DE 19801, (“Escrow Agent”), attention: Robert D. Brown/Joan Wilson,.

ORANGE REIT, INC. Livingston, NJ 07039 Common Shares Agency Agreement
Agency Agreement • January 17th, 2007 • Orange REIT, Inc. • Real estate investment trusts • New York

The purpose of this agreement (the “Agreement”) is to confirm the appointment of J.P. Turner & Company, LLC (the “Exclusive 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 Exclusive Managing Agent desire to, and hereby do, agree as follows:

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