0001193125-10-238148 Sample Contracts

FORM OF ADVISORY AGREEMENT AMONG O’DONNELL STRATEGIC GATEWAY REIT, INC., O’DONNELL STRATEGIC GATEWAY REIT OPERATING PARTNERSHIP, LP, O’DONNELL STRATEGIC GATEWAY ADVISOR, LLC AND O’DONNELL REIT ADVISORS, LLC

Advisory Agreement • October 27th, 2010 • O'Donnell Strategic Gateway REIT, Inc. • Delaware

• Contract Type
  Advisory Agreement
• Filed
  October 27th, 2010
• Company
  O'Donnell Strategic Gateway REIT, Inc.
• Jurisdiction
  Delaware

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of , 2010, and effective as of the date that the Registration Statement is declared effective by the SEC (the “Effective Date”), is entered into by and among O’Donnell Strategic Gateway REIT, Inc., a Maryland corporation (the “Company”), O’Donnell Strategic Gateway REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), O’Donnell Strategic Gateway Advisor, LLC, a Delaware limited liability company (the “Advisor”), and, solely in connection with the obligations set forth in Section 12.03 hereof, O’Donnell REIT Advisors, LLC, a Delaware limited liability company (“Sponsor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

FORM DEALER MANAGER AGREEMENT O’Donnell Strategic Gateway REIT, Inc. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share

Dealer Manager Agreement • October 27th, 2010 • O'Donnell Strategic Gateway REIT, Inc. • New York

• Contract Type
  Dealer Manager Agreement
• Filed
  October 27th, 2010
• Company
  O'Donnell Strategic Gateway REIT, Inc.
• Jurisdiction
  New York

LIMITED PARTNERSHIP AGREEMENT OF O’DONNELL STRATEGIC GATEWAY REIT OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP

Limited Partnership Agreement • October 27th, 2010 • O'Donnell Strategic Gateway REIT, Inc. • Delaware

• Contract Type
  Limited Partnership Agreement
• Filed
  October 27th, 2010
• Company
  O'Donnell Strategic Gateway REIT, Inc.
• Jurisdiction
  Delaware

This Limited Partnership Agreement is entered into this ____ day of __________________, 2010, between O’Donnell Strategic Gateway REIT, Inc., a Maryland corporation (the “General Partner”), and the Initial Limited Partner (defined below). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.