exv4w3





Exhibit 4.3




ESCROW AGREEMENT 




     THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 20th day of
March, 2011 by and among Plymouth Real Estate Capital, LLC, a Delaware limited liability
company (the “Dealer Manager”), Plymouth Opportunity REIT, Inc., a Maryland corporation (the
“Company”), and People’s United Bank, as escrow agent, a federally chartered savings bank organized
and existing under the laws of the United States of America (the “Escrow Agent”).



 RECITALS




     WHEREAS, the Company proposes to offer and sell shares of common stock (the “Shares”), on a
best-efforts basis, for at least $2.5 million and up to $500 million of gross offering proceeds
(excluding the shares of its common stock to be offered and sold pursuant to the Company’s
distribution reinvestment plan), at an initial purchase price of up to $10.00 per share (the
“Offering”) to investors pursuant to the Company’s Registration Statement on Form S-11 (File No.
333-173048), as amended from time to time (the “Offering Document”).



     WHEREAS, the Dealer Manager will be engaged by the Company to offer and sell the Shares on a
best efforts basis directly or through a network of participating broker-dealers (the “Dealers”).



     WHEREAS, the Company has agreed that the subscription price paid by subscribers for shares
will be refunded to such subscribers if at least $2.5 million of gross offering proceeds from
persons who are not affiliated with the Company, its sponsor or Plymouth Real Estate Investors,
Inc. (the “Advisor”) (such amount, the “Minimum Offering”) has not been raised within one year from
the date the Offering Document becomes effective with the Securities and Exchange Commission (the
“Closing Date”).



     WHEREAS, the Dealer Manager and the Company desire to establish an escrow account (the “Escrow
Account”) as further described herein, in which funds received from subscribers will, except as
otherwise specified herein, be deposited, and the Company desires that the Escrow Agent act as
escrow agent to the Escrow Account and Escrow Agent is willing to act in such capacity.



     WHEREAS, deposits received from residents of the State of Pennsylvania (the “Pennsylvania
Subscribers”) and deposits received from residents of the State of Tennessee (the “Tennessee
Subscribers”) will remain in the Escrow Account until the conditions of Sections 3 and 4,
respectively, have been met.



     WHEREAS, the Dealer Manager has engaged ACS Securities Services, Inc. (the “Processing Agent”), to examine for “good
order” subscriptions and to act as record keeper, maintaining on behalf of the Escrow Agent the
ownership records for the Escrow Account. In so acting, Processing Agent shall be acting solely in
the capacity of agent for the Dealer Manager and not in any capacity on behalf of the Company.



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     WHEREAS, in order to subscribe for Shares during the Escrow Period (as defined below), a
subscriber must deliver the full amount of the purchase price for the Shares: (i) by check made
payable to the order of “People’s United Bank, as Escrow Agent for Plymouth Opportunity REIT,
Inc.,” in U.S. dollars; or (ii) by draft or wire transfer of immediately available funds or
Automated ClearingHouse (ACH) in U.S. dollars, made payable as provided in Section 12(b)
(collectively, the “Payment Instruments”).



 AGREEMENT




     NOW, THEREFORE, the Dealer Manager, the Company and Escrow Agent agree to the terms of
this Agreement as follows:



     1. Establishment of Escrow Account; Escrow Period. On or prior to the
commencement of the offering of Shares pursuant to the Offering Document, the Company shall
establish the Escrow Account with the Escrow Agent, which shall be entitled “People’s United
Bank, as Escrow Agent for Plymouth Opportunity REIT, Inc.” This Agreement shall be effective
on the date on which the Offering Document becomes effective. Except as otherwise set forth
herein for the Pennsylvania Subscribers and the Tennessee Subscribers, the “Escrow Period”
shall commence upon the effectiveness of this Agreement and shall continue until the earlier
of: (a) the date upon which the Escrow Agent receives confirmation from the Company and the
Dealer Manager that the Company has raised the Minimum Offering; (b) the Closing Date; or (c)
the termination of the Offering by the Company prior to the receipt of the Minimum Offering.



     2. Operation of the Escrow.



     (a) Deposits in the Escrow Account. During the Escrow Period, persons
subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the
Dealers to make Payment Instruments for subscriptions payable to the order of “People’s
United Bank, as Escrow Agent for Plymouth Opportunity REIT, Inc.” Completed subscription
agreements and Payment Instruments for the purchase price for the Shares shall be remitted
by the broker dealers or registered investment advisors, as applicable, on behalf of persons
subscribing to purchase shares directly to the Processing Agent and the Escrow Agent as
provided in Section 12(b) by the end of the next business day following receipt of any such
Payment Instruments or, if final internal supervisory review is conducted at a different
location, by the end of the next business day following receipt of any such Payment
Instruments by the office conducting final internal supervisory review. The Escrow Agent
hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the
Tennessee Subscribers in a manner in which they may be separately accounted for by the
records of the Processing Agent so that the requirements of Sections 3 and 4 of this
Agreement can be met. Deposits shall be held in the Escrow Account until such funds are
disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in
the Escrow Account, upon receipt of the Payment Instruments, Processing Agent shall fax or
scan a listing of the subscriber name and purchase price to Escrow Agent, together with all
other subscription documents sent with the Payment Instruments. Prior to disbursement of the
funds deposited in the Escrow Account, such funds shall not be subject to claims by
creditors of the Company or any of its affiliates. If any of the Payment Instruments
received



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by the Escrow Agent prior to receipt of the Break Escrow Affidavit (as described below) are
returned to the Escrow Agent for nonpayment, the Escrow Agent shall promptly notify the Processing
Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow
Agent is authorized to debit the Escrow Account, as applicable in the amount of such returned
payment and the Processing Agent shall delete the appropriate account from the records maintained
by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company
will determine whether or not the subscription is to be accepted or rejected in whole or in part.
Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as
soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall
transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose
subscription has been rejected since the commencement of the Offering. The Processing Agent will
maintain a written account of each sale, which account shall set forth, among other things, the
following information: (i) the subscriber’s name and address; (ii) the subscriber’s social security
number; (iii) the number of Shares purchased by such subscriber; and (iv) the amount paid by such
subscriber for such Shares. During the Escrow Period neither the Company nor the Dealer Manager
will be entitled to any principal funds received into the Escrow Account.




     (b) Distribution of the Escrowed Funds. If at any time on or prior to the
Closing Date, the Minimum Offering has been raised, then upon the happening of such event,
the funds in the Escrow Account shall remain in the Escrow Account until the Escrow Agent
receives written direction provided by the Company and the Dealer Manager instructing the
Escrow Agent to deliver the principal amount of such escrowed funds as the Company shall
direct (other than any funds received from Pennsylvania Subscribers and Tennessee
Subscribers which cannot be released until the conditions of Sections 3 and 4, respectively,
have been met); provided, however, that the Escrow Agent shall not disburse the funds of a
subscriber, the subscription of which has been rejected or rescinded, if the Escrow Agent
has received written notification by the Company of such rejection or rescission prior to
the date of disbursement. An affidavit or certification from an officer of the Company and
an officer of the Dealer Manager to the Escrow Agent and Processing Agent stating that at
least the Minimum Offering has been timely raised, shall constitute sufficient evidence for
the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”).
The Affidavit shall indicate: (i) the date on which the Minimum Offering was raised; and
(ii) the actual total number of Shares sold as of such date. Thereafter, the Escrow Agent
shall distribute directly to the subscribers any interest earned on such subscriber’s
subscription payments while such payments were held in the Escrow Account.



     (c) Return of Escrowed Funds. If the Escrow Agent has not received a Break
Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly create and
dispatch checks and wires drawn on the Escrow Account to return the principal amount of the
funds in the Escrow Account, together with any interest thereon, without deduction for fees,
penalties or expenses, to the respective subscribers, and the Escrow Agent shall notify the
Company and the Dealer Manager of its distribution of the funds. The subscription payments
returned to each subscriber (including those, if any, returned to Pennsylvania Subscribers
and Tennessee Subscribers pursuant to Sections 3 and 4,
respectively) shall be free and clear of any and all claims of the Company or any of
its creditors.



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     3. Distribution of the Funds from Pennsylvania Subscribers.



     (a) Notwithstanding anything to the contrary herein, disbursements of funds contributed
by Pennsylvania Subscribers may only be distributed in compliance with the provisions of
this Section 3. Irrespective of any disbursement of funds from the Escrow Account pursuant
to Section 2 hereof, the Escrow Agent will continue to place deposits from the Pennsylvania
Subscribers into the Escrow Account, until such time as the Company notifies the Escrow
Agent in writing that gross offering proceeds (including amounts in the Escrow Account
previously disbursed as directed by the Company and the amounts then held in the Escrow
Account) equal or exceed $100,000,000 (from persons who are not affiliated with the Company,
its sponsor or the Advisor), whereupon the Escrow Agent shall: (i) disburse to the Company,
at the Company’s request, the principal amount of the funds from the Pennsylvania
Subscribers received by the Escrow Agent for accepted subscriptions and (ii) disburse
directly to the Pennsylvania Subscribers any interest earned on such Pennsylvania
Subscribers’ subscription payments while such payments were held in the Escrow Account.
However, the Escrow Agent shall not disburse to the Company those funds of a subscriber, the
subscription of which has been rejected or rescinded, if the Escrow Agent has received
written notification by the Company of such rejection or rescission prior to the date of
disbursement.



     (b) If the Company has not received gross offering proceeds of at least $100,000,000
(from persons who are not affiliated with the Company, its sponsors or the Advisor) within
120 days of the date the Company first receives a subscription from a Pennsylvania
Subscriber (the “Initial Escrow Period”), the Company, within 10 days of the end of the
Initial Escrow Period, shall notify each Pennsylvania Subscriber by certified mail or any
other means (whereby receipt of delivery is obtained) of the right of Pennsylvania
Subscribers to have their investment returned to them. If, pursuant to such notice, a
Pennsylvania Subscriber requests the return of his or her subscription funds within ten (10)
days after receipt of the notification (the “Request Period”), the Escrow Agent shall
promptly refund, with a pro rata share of any interest earned thereon and without deduction,
directly to each Pennsylvania Subscriber, the funds deposited in the Escrow Account on
behalf of the Pennsylvania Subscriber.



     (c) The funds of Pennsylvania Subscribers who do not request the return of their funds
within the Request Period shall remain in the Escrow Account for successive 120-day escrow
periods (each a “Successive Escrow Period”), each commencing automatically upon the
termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall
follow the notification and payment procedure set forth in Section 3(b) above with respect
to the Initial Escrow Period for each Successive Escrow Period, until the occurrence of the
earliest of: (i) the termination of the offering by the Company prior to the receipt of at
least $100,000,000 of gross offering proceeds (from persons who are not affiliated with the
Company, its sponsors or the Advisor); (ii) the receipt and acceptance by the Company of
gross offering proceeds that equal or exceed $100,000,000 (from persons who are not
affiliated with the Company, its sponsors or the Advisor) and the disbursement of the funds
held in the Escrow Account
on the terms specified in this Section 3; or (iii) all funds held in the Escrow Account
that were contributed by Pennsylvania Subscribers having been returned to the Pennsylvania
Subscribers in accordance with the provisions hereof.



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     (d) If the Company has not received gross offering proceeds of at least $100,000,000
(from persons who are not affiliated with the Company, its sponsor or the Advisor) within
365 days after the Closing Date, all funds in the Escrow Account that were contributed by
Pennsylvania Subscribers will be promptly returned in full to such Pennsylvania Subscribers,
together with their pro rata share of any interest earned thereon pursuant to instructions
made by the Company, upon which the Escrow Agent may conclusively rely.



     4. Distribution of the Funds from Tennessee Subscribers.



     (a) Notwithstanding anything to the contrary herein, disbursements of funds contributed
by Tennessee Subscribers may only be distributed in compliance with the provisions of this
Section 4. Irrespective of any disbursement of funds from the Escrow Account pursuant to
Section 2 hereof, the Escrow Agent will continue to place deposits from the Tennessee
Subscribers into the Escrow Account, until such time as the Company notifies the Escrow
Agent in writing that gross offering proceeds (including amounts in the Escrow Account
previously disbursed as directed by the Company and the amounts then held in the Escrow
Account) equal or exceed $10,000,000 (from persons who are not affiliated with the Company,
its sponsor or the Advisor), whereupon the Escrow Agent shall: (i) disburse to the Company,
at the Company’s request, the principal amount of the funds from the Tennessee Subscribers
received by the Escrow Agent for accepted subscriptions and (ii) disburse directly to the
Tennessee Subscribers any interest earned on such Tennessee Subscribers’ subscription
payments while such payments were held in the Escrow Account. However, the Escrow Agent
shall not disburse those funds of a subscriber, the subscription of which has been rejected
or rescinded, if the Escrow Agent has been notified by the Company of such rejection or
rescission prior to the date of disbursement.



     (b) If the Company has not received gross offering proceeds of at least $10,000,000
(from persons who are not affiliated with the Company, its sponsor or the Advisor) within
365 days after the Closing Date, all funds in the Escrow Account that were contributed by
Tennessee Subscribers will be promptly returned in full to such Tennessee Subscribers,
together with their pro rata share of any interest earned thereon pursuant to instructions
made by the Company upon which the Escrow Agent may conclusively rely.



     5. Escrowed Funds.



     (a) Upon receipt of funds from subscribers to the Offering, the Escrow Agent shall hold
such funds in escrow pursuant to the terms of this Agreement. All such funds held in the
Escrow Account shall be invested and reinvested in bank accounts or bank money market
accounts permitted under Rule 15c2-4 of the Securities Exchange Act of 1934, as amended, at
the direction of the Company. All funds in the Escrow Account shall at all times be placed
in a trust account.



     (b) The Escrow Agent shall be entitled to sell or redeem any such investment as
necessary to make any distributions required under this Agreement and shall not be liable or
responsible for any loss resulting from any such sale or redemption.



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     (c) Income, if any, resulting from the investment of the funds received from
subscribers to the Offering shall be distributed according to this Agreement.



     (d) The Escrow Agent shall provide to the Company monthly statements (or more
frequently as reasonably requested by the Company) on the account balance of the Escrow
Account and the activity in the account since the last report.



     6. Duties of the Escrow Agent. The Escrow Agent shall have no duties or
responsibilities other than those expressly set forth in this Agreement, and no implied
duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow
Agent is not a party to, or bound by, any other agreement among the other parties hereto, and
the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The
Escrow Agent shall have no duty to enforce any obligation of any person, other than as
provided herein. The Escrow Agent shall be under no liability to anyone by reason of any
failure on the part of any party hereto or any maker, endorser or other signatory of any
document or any other person to perform such person’s obligations under any such document.



     7. Liability of the Escrow Agent and the Processing Agent; Indemnification.



     (a) The Escrow Agent acts hereunder as a depository only. The Escrow Agent is not
responsible or liable in any manner for the sufficiency, correctness, genuineness or
validity of this Escrow Agreement or with respect to the form of execution of the same. Each
of the Escrow Agent and the Processing Agent shall not be liable for any action taken or
omitted by it, or any action suffered by it to be taken or omitted, in good faith, and in
the exercise of its own best judgment, and may rely conclusively and shall be protected in
acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent or the Processing Agent), statement, instrument, report
or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any
information therein contained) which is believed by the Escrow Agent or the Processing Agent
to be genuine and to be signed or presented by the proper person(s). Each of the Escrow
Agent and the Processing Agent shall not be held liable for any error in judgment made in
good faith by an officer or employee of either unless it shall be proved that the Escrow
Agent or the Processing Agent, as appropriate, was grossly negligent or reckless in
ascertaining the pertinent facts or acted intentionally in bad faith. The Escrow Agent shall
not be bound by any notice of demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the
Escrow Agent signed by the proper party or parties and, if the duties or rights of the
Escrow Agent are affected, unless it shall give its prior written consent thereto.



     (b) Either of the Escrow Agent and the Processing Agent may consult legal counsel and
shall exercise reasonable care in the selection of such counsel, in the event of any dispute
or question as to the construction of any provisions hereof or its duties hereunder, and it
shall incur no liability and shall be fully protected in acting in accordance with the
reasonable opinion or instructions of such counsel.



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     (c) Each of the Escrow Agent and the Processing Agent shall not be responsible, may
conclusively rely upon and shall be protected, indemnified and held harmless by the Company,
for the sufficiency or accuracy of the form of, or the execution, validity, value or
genuineness of any document or property received, held or delivered by it hereunder, or of
the signature or endorsement thereon, or for any description therein; nor shall the Escrow
Agent or the Processing Agent be responsible or liable in any respect on account of the
identity, authority or rights of the persons executing or delivering or purporting to
execute or deliver any document, property or this Agreement.



     (d) In the event that either the Escrow Agent or the Processing Agent shall become
involved in any arbitration or litigation relating to the funds received from subscribers to
the Offering, each is authorized to comply with any decision reached through such
arbitration or litigation.



     (e) The Company hereby agrees to indemnify both the Escrow Agent and the Processing
Agent for, and to hold them harmless against, any loss, liability or expense incurred in
connection herewith without gross negligence, recklessness or willful misconduct on the part
of either of the Escrow Agent or the Processing Agent, including, without limitation, legal
or other fees arising out of or in connection with its entering into this Agreement and
carrying out its duties hereunder, including, without limitation, the costs and expenses of
defending itself against any claim of liability in the premises or any action for
interpleader. Neither the Escrow Agent nor the Processing Agent shall be under any
obligation to institute or defend any action, suit or legal proceeding in connection
herewith, unless first indemnified and held harmless to its satisfaction in accordance with
the foregoing, except that neither shall be indemnified against any loss, liability or
expense arising out of its own gross negligence, recklessness or willful misconduct. Such
indemnity shall survive the termination or discharge of this Agreement or resignation of the
Escrow Agent.



     8. The Escrow Agent’s Fee. Escrow Agent shall be entitled to fees and expenses
for its regular services as Escrow Agent as set forth in Exhibit A. Additionally, Escrow
Agent is entitled to reasonable fees for extraordinary services and reimbursement of any
reasonable out of pocket and extraordinary costs and expenses related to its obligations as
Escrow Agent under this Agreement, including, without limitation, reasonable attorneys’ fees.
All of the Escrow Agent’s compensation, costs and expenses shall be paid by the Company.



     9. Security Interests. No party to this Escrow Agreement shall grant a security
interest in any monies or other property deposited with the Escrow Agent under this Escrow
Agreement, or otherwise create a lien, encumbrance or other claim against such monies or
borrow against the same.



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     10. Dispute. In the event of any disagreement between the undersigned or the
person or persons named in instructions given pursuant to this Agreement, or any other
person, resulting in adverse claims and demands being made in connection with or for any
papers, money or property involved herein, or affected hereby, the Escrow Agent shall be
entitled to refuse to comply with any demand or claim, as long as such disagreement shall
continue, and in so refusing to make any delivery or other disposition of any money, papers
or property involved or affected hereby, the Escrow Agent shall not be or become liable to
the undersigned or to any person named in such instructions for its refusal to comply with
such conflicting or adverse demands, and the Escrow Agent shall be entitled to refuse and
refrain to act until: (a) the rights of the adverse claimants shall have been fully and
finally adjudicated in a court of competent jurisdiction over the parties and money, papers
and property involved herein or affected hereby or (b) all differences shall have been
adjusted by agreement and the Escrow Agent shall have been notified thereof in writing,
signed by all the interested parties.



     11. Resignation of Escrow Agent. Escrow Agent may resign or be removed, at any
time, for any reason, by written notice of its resignation or removal to the proper parties
at their respective addresses as set forth herein, at least 60 days before the date specified
for such resignation or removal to take effect; upon the effective date of such resignation
or removal:



     (a) all cash and other payments and all other property then held by the Escrow Agent
hereunder shall be delivered by it to such successor escrow agent as may be designated in
writing by the Company, whereupon the Escrow Agent’s obligations hereunder shall cease and
terminate; or



     (b) if no such successor escrow agent has been designated by such date, all obligations
of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow
Agent’s sole responsibility thereafter shall be to keep all property then held by it and to
deliver the same to a person designated in writing by the Company or in accordance with the
directions of a final order or judgment of a court of competent jurisdiction; and



     (c) further, if no such successor escrow agent has been designated by such date, the
Escrow Agent may petition any court of competent jurisdiction for the appointment of a
successor agent; further the Escrow Agent may pay into such court all monies and property
deposited with Escrow Agent under this Agreement.



     12. Notices. All notices, demands and requests required or permitted to be given
under the provisions hereof must be in writing and shall be deemed to have been sufficiently
given, upon receipt, if (a) personally delivered, (b) sent by telecopy and confirmed by phone
or (c) mailed by registered or certified mail, with return receipt requested, delivered to
the addresses set forth below, or to such other address as a party shall have designated by
notice in writing to the other parties in the manner provided by this paragraph:




			
	          (a) If to the Company:	 	Plymouth Opportunity REIT, Inc.

Two Liberty Square, 10th Floor

Boston, MA 02109

Telephone: (617) 340-3814

Facsimile: (617) 379-2404

Company Wire Instructions:

To be provided by the Company









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	(b) If to the Escrow Agent:	 	People’s United Bank

Institutional Trust

One Goodwin Square

225 Asylum Street—25th floor

Hartford, CT 06103

Attn: Robert L. Reynolds

Tel. 860-524-7609

Fax. 860-722-7823


Escrow Agent Wiring Instructions:


People’s United Bank

Burlington, Vermont

ABA Routing Number: 221172186

A/C # 0019100316

Attn: Institutional Trust

F/B/O: Plymouth Opportunity

REIT, Inc Escrow


 Checks Payable Information:


People’s United Bank, as Escrow

Agent for Plymouth Opportunity REIT, Inc.

Attention: Robert L. Reynolds, Institutional Trust
	 
	(c) If to the Processing Agent:	 	ACS Securities Services, Inc.

        3988 North Central Expressway 

Building 5, Floor 6

Dallas, TX 75204

Attn: William L. Kreston

Tel. (214) 877-7134

Fax. (214) 877-7198







			
	(d) If to Dealer Manager:	 	Plymouth Real Estate Capital, LLC

Two Liberty Square, 10th Floor

Boston, MA 02109

Attention: Lilia Maselli

Telephone: (617) 340-3814

Facsimile: (617) 379-2404





     13. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of _________ without regard to the principles of conflicts of law.



     14. Binding Effect; Benefit. This Agreement shall be binding upon and inure to
the benefit of the permitted successors and assigns of the parties hereto.



     15. Modification. This Agreement may be amended, modified or terminated at any
time by a writing executed by the Dealer Manager, the Company and the Escrow Agent.



     16. Assignability. This Agreement shall not be assigned by the Escrow Agent
without the Company’s prior written consent.



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     17. Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed an original, but all of which together will constitute one and
the same instrument. Copies, telecopies, facsimiles, electronic files and other reproductions
of original executed documents shall be deemed to be authentic and valid counterparts of such
original documents for all purposes, including the filing of any claim, action or suit in the
appropriate court of law.



     18.Headings. The section headings contained in this Agreement are inserted for
convenience only, and shall not affect in any way, the meaning or interpretation of this
Agreement.



     19. Severability. This Agreement constitutes the entire agreement among the
parties and supersedes all prior and contemporaneous agreements and undertakings of the
parties in connection herewith. No failure or delay of the Escrow Agent in exercising any
right, power or remedy may be, or may be deemed to be, a waiver thereof; nor may any single
or partial exercise of any right, power or remedy preclude any other or further exercise of
any right, power or remedy. In the event that any one or more of the provisions contained in
this Agreement, shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, then to the maximum extent permitted by law, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.



     20. Earnings Allocation; Tax Matters; Patriot Act Compliance; OFAC Search
Duties. The Company or its agent shall be responsible for all tax reporting under this
Escrow Agreement. The Company shall provide to Escrow Agent upon the execution of this
Agreement any documentation requested and any information reasonably requested by the Escrow
Agent to comply with the USA Patriot Act of 2001, as amended from time to time. The Escrow
Agent, or its agent, shall complete an OFAC search, in compliance with its policy and
procedures, of each Payment Instrument and shall inform the Company if a Payment Instrument
fails the OFAC search.



     21. Miscellaneous. This Agreement shall not be construed against the party
preparing it, and shall be construed without regard to the identity of the person who drafted
it or the party who caused it to be drafted and shall be construed as if all parties had
jointly prepared this Agreement and it shall be deemed their joint work product, and each and
every provision of this Agreement shall be construed as though all of the parties hereto
participated equally in the drafting hereof. Any uncertainty or ambiguity shall not be
interpreted against any one party. As a result of the foregoing, any rule of construction
that a document is to be construed against the drafting party shall not be applicable.



     22. Third Party Beneficiaries. The Processing Agent shall be a third party
beneficiary under this Agreement, entitled to enforce any rights, duties or obligations
owed to it under this Agreement notwithstanding the terms of any other agreements
between the Processing Agent and any party hereto.



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     23. Termination of the Escrow Agreement. This Agreement, except for Section 7
hereof which shall continue in effect, shall terminate upon written notice from the Company
to the Escrow Agent. Unless otherwise provided, final termination of this Agreement shall
occur on the date that all funds held in the Escrow Account are distributed either: (a) to
the Company or to subscribers and the Company has informed the Escrow Agent in writing to
close the Escrow Account or (b) to a successor escrow agent upon written instructions from
the Company.



     24. Relationship of Parties. The Dealer Manager and the Company are unaffiliated
with the Escrow Agent, and this Agreement does not create any partnership or joint venture
among either the Dealer Manager or the Company and the Escrow Agent.



[SIGNATURE PAGES FOLLOW]




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     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their
duly authorized representatives as of the date first written hereinabove.



	 	 	 	 	 	 	 

	 	 	DEALER MANAGER:	 	 
	 
	 	 	 	 	 	 
	 	 	PLYMOUTH REAL ESTATE CAPITAL LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey E. Witherell	 	 
	 

	 	Name:
	 	 
Jeffrey E. Witherell
	 	 
	 

	 	Title:
	 	CEO and Managing Member
	 	 
	 

	 	 	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	PLYMOUTH OPPORTUNITY REIT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Donna Brownell	 	 
	 

	 	Name:
	 	 
Donna Brownell
	 	 
	 

	 	Title:
	 	EVP
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	ESCROW AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	PEOPLE’S UNITED BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert L. Reynolds	 	 
	 

	 	Name:
	 	 
Robert L. Reynolds
	 	 
	 

	 	Title:
	 	 
Vice President
	 	 
	 

	 	 	 	 

	 	 






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EXHIBIT A

ESCROW FEES AND EXPENSES




	 	 	 	 	 

	Escrow Agent Acceptance Fee
	 	 	 	 
	Review escrow agreement and establish account
	 	$	1,000.00	 
	 
	 	 	 	 
	Escrow Agent Annual Fee
	 	 	 	 
	Annual Escrow Agent
	 	$	1,750.00	 
	Escrow Agent Transaction Fees
	 	 	 	 
	(a) Per outgoing wire transfer
	 	Waived
	(b) IRS Tax Reporting per Form 1099 (Int., B or Misc.)
	 	$	10.00	 
	(c) Per Overnight Delivery/Mailing
	 	$	15.00	 
	(d) Web Exchange Access per month
	 	$	15.00	 
	(e) Daily Recon File to Transfer Agent per Business Day
	 	Waived





Fees specified are for the regular, routine services contemplated by the Escrow Agreement, and any
additional or extraordinary services, including, but not limited to disbursements involving a
dispute or arbitration, or administration while a dispute, controversy or adverse claim is in
existence, will be charged based upon time required at the then standard hourly rate. In addition
to the specified fees, all expenses related to the administration of the Escrow Agreement (other
than normal overhead expenses of the regular staff) such as, but not limited to, travel, postage,
shipping, courier, telephone, facsimile, supplies, legal fees, accounting fees, etc., will be
reimbursable. Acceptance fee and first year Annual Escrow Agent fee will be payable at the
initiation of the escrow. Thereafter, the Annual Escrow Agent fee will be billed in advance and
transaction fees will be billed in arrears. Other fees and expenses will be billed as incurred.





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