0001193125-11-001054 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • January 4th, 2011 • O'Donnell Strategic Gateway REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between O’Donnell Strategic Gateway REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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FORM OF 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 • January 4th, 2011 • O'Donnell Strategic Gateway REIT, Inc. • Real estate investment trusts • New York
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
Form of Advisory Agreement • January 4th, 2011 • O'Donnell Strategic Gateway REIT, Inc. • Real estate investment trusts • Delaware

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of , 2011, 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.

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