EXHIBIT 10.19


 


AMENDMENT TO
LIMITED LIABILITY COMPANY AGREEMENT


This Amendment (this “Amendment”)
to the Limited Liability Company Agreement of Plymouth Industrial 20 LLC, dated as of October 17, 2016 (the “LLC Agreement”),
is made and entered into as of June __, 2017, by and among, Plymouth Industrial 20 Financial LLC, a Delaware limited liability
company (the “Sponsor Member”), and DOF IV Plymouth PM, LLC, a Delaware limited liability company (the “Preferred
Member”), and Jennifer Schwartz and Ricardo Beausoleil (together, the “Independent Managers”).


RECITALS


WHEREAS, the Sponsor Member,
the Preferred Member and the Independent Managers are parties to the LLC Agreement;


WHEREAS, in contemplation
of the proposed public offering by Plymouth Industrial REIT, Inc. (“Plymouth REIT”), the indirect parent of
the Sponsor Member, Plymouth REIT and Torchlight Investors, LLC, an affiliate of the Preferred Member, entered into that certain
Letter Agreement (the “Letter Agreement”), dated as of March 3, 2017, pursuant to which, among other things,
the parties agreed that the Redemption Date would be extended for a period of 120 days; and


WHEREAS, in order to effect
the applicable terms of the Letter Agreement, the parties hereto wish to amend certain terms of the LLC Agreement as provided for
herein.


NOW, THEREFORE, in consideration
of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby agreed and acknowledged,
the parties hereto agree as follows:


Section 1.Definitions. 
Capitalized term used by not defined herein shall have the respective meanings given to such terms in the LLC Agreement.


Section 2.Amendments
to LLC Agreement.  The LLC Agreement is hereby amended as follows:


(a)       The
term “Redemption Date”, as set forth in Exhibit A is hereby amended and restated in its entirety to read as
follows:


“Redemption Date means the
date on which each of the Conditions Precedent (as defined in the Private Placement Agreement) have been satisfied, provided, that
if by June 16, 2017 (i) all of the Conditions Precedent have not been satisfied or (ii) the Redemption Price has not been
paid, then this Amendment shall be of no force and effect, all parties shall be restored to the status quo ante and all parties
shall have all rights and obligations as they were prior to the date of this Amendment as if this Amendment had not been executed.”


(b)       The
second sentence in Section 4.2(a)(1) is hereby amended and restated in its entirety to read as follows:


“As used herein, the ‘Redemption
Price’ shall mean $25,000,000, which amount shall be payable as follows: (1) $20,000,000 payable in cash and (2) $5,000,000
in shares (the “Shares”) of common stock, par value $0.01 per share, of Plymouth REIT (the “Common Stock”),
the exact number of Shares shall be determined by dividing $5,000,000 by the price at which the Common Stock is being offered to
the public pursuant to the Public Offering.




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(c)       Exhibit
A is hereby amended to add the following definitions:


“Private Placement Agreement”
means that certain Private Placement Agreement dated as of May 12, 2017 by and among Plymouth Industrial REIT, Inc., the Preferred
Member and DOF IV REIT Holdings, LLC.


“Public Offering” means
the sale by Plymouth Industrial REIT, Inc. of shares of its common stock in an underwritten public offering registered under the
Securities Act of 1933, as amended, made pursuant to the Registration Statement on Form S-11 (SEC File No. 333-196798).


Section 3.Remaining
Terms.  Except as set for this this Amendment, the LLC Agreement is unaffected and shall remain in full force and effect
in accordance with its terms and is ratified by the parties hereto.  If there is conflict between the provisions of this Amendment
and the LLC Agreement, the terms of this Amendment will prevail.


Section 4.Counterparts.
This Agreement may be executed in counterparts and by facsimile or “pdf”, each of which shall be deemed an original
but all of which shall constitute one and the same instrument.


 




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IN WITNESS WHEREOF, this
Agreement is executed and delivered as of the day and year first above written.


 


 


PLYMOUTH INDUSTRIAL 20 FINANCIAL LLC,


A Delaware limited liability company


 


By: _____________________________________


Name: ____________________________


Title: _____________________________


 


 


 


DOF IV PLYMOUTH PM, LLC,


A Delaware limited liability company


 


By: _____________________________________


Name: ____________________________


Title: _____________________________


 


 


 


________________________________________


Jennifer Schwartz


 


 


 


________________________________________


Ricardo Beausoleil


 


 






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