EXHIBIT 10.1


 


AMENDMENT TO
STOCKHOLDERS AGREEMENT


THIS AMENDMENT TO STOCKHOLDERS
AGREEMENT (this “Amendment”) is entered into as of March 29, 2018, by and among Plymouth Industrial REIT, Inc., a Maryland
corporation (the “Company”), and DOF IV REIT Holdings, LLC, a Delaware limited liability company (“DOF Holdings”),
and consented to by DOF IV Plymouth PM, LLC, a Delaware limited liability company (“DOF Plymouth”).


RECITALS


WHEREAS, the Company, DOF
Holdings and DOF Plymouth entered into that certain Stockholders Agreement, dated as of June 8, 2017 (the “Stockholders Agreement”),
pursuant to which the parties thereto set forth, among other things, their respective rights and responsibilities with respect
to actions that may or may not be taken with respect to the Shares and the governance of the Company;


WHEREAS, concurrently with
the execution of the Stockholders Agreement, the Company, DOF Holdings and DOF Plymouth entered into that certain Private Placement
Agreement, dated as of June 8, 2017, pursuant to which the Company issued $5,000,000 of its shares of common stock, par value $0.01
per share (the “Initial Shares”), to DOF Plymouth;


WHEREAS, on July 11, 2017,
DOF Plymouth transferred the Initial Shares to DOF Holdings and subsequent to such transfer, DOF Plymouth no longer owned any equity
interests in the Company;


WHEREAS, concurrently with
the execution of this Amendment, the Company is purchasing the Initial Shares from DOF Holdings for an aggregate consideration
of $5,000,000; and


WHEREAS, the Company and
DOF Holdings desire to amend the terms of the Stockholders Agreement as set forth herein.


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


Section 1.  Definitions. 
Capitalized terms used by not otherwise defined herein shall have the meanings set forth in the Stockholders Agreement.


Section 2.  Amendments
to the Stockholders Agreement. 


2.1.  Article
II of the Stockholders Agreement is hereby deleted in its entirety.


2.2.  Article
III of the Stockholders Agreement is hereby deleted in its entirety.


Section 3. Authorization.
Each of the Company and DOF Holdings represents and warrants that such Person has been duly authorized to execute and deliver this
Amendment.




     


     

    

 


Section 4. Ratification
of Stockholders Agreement. Each of the Company and DOF Holdings hereby agrees that (i) except as otherwise specifically
provided in this Amendment, the terms, conditions and provisions of the Stockholders Agreement remain unmodified and in full force
and effect and (ii) the terms, conditions and provisions of the Stockholders Agreement, as modified by this Amendment, are hereby
ratified, affirmed and confirmed.


Section 5. Ratification
of Stockholder Agreement. This Amendment and the Stockholders Agreement, as modified by this Amendment, contain the entire
agreement between the parties hereto as to the subject matter hereof and there are no other terms, obligations, covenants, representations,
warranties, statements or conditions, oral or otherwise, of any kind, except as set forth herein or therein. All prior communications,
negotiations, course of conduct, agreements and understandings, whether oral or written, with respect to the subject matter hereof,
are hereby merged into this Amendment and the Stockholders Agreement.


Section 6. Counterparts.
This Amendment may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together
shall constitute the same agreement.


 


[Signature page appears
on the following page.]


 




     


     

    

 


IN WITNESS WHEREOF, the
parties hereto have executed this Amendment to Stockholders Agreement as of the date written above.


 


	 	PLYMOUTH INDUSTRIAL REIT, INC.,
	 	a Maryland corporation
	 	 	 	 
	 	By:	/s/ Pendleton P. White, Jr.
	 	 	Name:	Pendleton P. White, Jr.
	 	 	Title:	President
	 	 	 	 
	 	 	 	 
	DOF IV REIT HOLDINGS, LLC,	 	 	 
	a Delaware limited liability company	 	 	 
	 	 	 	 
	 	By:	/s/ Robert A. Del Monaco
	 	 	Name:	Robert A. Del Monac
	 	 	Title:	Authorized Signatory


 


 


 


 


 


ACKNOWLEDGED AND CONSENTED 


TO BY:


 


DOF IV PLYMOUTH PM, LLC,


a Delaware limited liability company


 


	By:	 /s/ Robert A. Del Monaco
	 	Name:  Robert A. Del Monaco
	 	Title:     Authorized Signatory