0001193125-11-047566 Sample Contracts

FORM OF ESCROW AGREEMENT
Escrow Agreement • February 25th, 2011 • O'Donnell Strategic Industrial REIT, Inc. • Real estate investment trusts • California

O’DONNELL STRATEGIC INDUSTRIAL REIT, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a Registration Statement on Form S-11 filed by the Company with the Securities and Exchange Commission. SC Distributors, LLC a Delaware limited liability company (the “Dealer Manager”), has agreed to serve as dealer manager for the Offering pursuant to a dealer manager agreement by and among the Company and the Dealer Manager (the “Dealer Manager Agreement”) and will offer the Stock through other registered broker-dealers that are members of FINRA (the “Participating Dealers”).

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