Plymouth Industrial REIT Inc. (Form: S-11/A, Received: 03/30/2017 10:16:28)

As filed with the Securities and Exchange Commission on March 29, 2017

Registration No. 333-196798

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4
TO

FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

PLYMOUTH INDUSTRIAL REIT, INC.

(Exact name of registrant as specified in governing instruments)

260 Franklin Street, Suite 600
Boston, Massachusetts 02110
(617) 340-3814

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey E. Witherell
Chief Executive Officer
Plymouth Industrial REIT, Inc.
260 Franklin Street, Suite 600
Boston, Massachusetts 02110
(617) 340-3814

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Kenneth L. Betts Winston & Strawn LLP 2501 N. Harwood Street, 17th Floor Dallas, TX 75201 (214) 453-6500		Justin R. Salon Morrison & Foerster LLP 2000 Pennsylvania Avenue NW, Suite 6000 Washington, D.C. 20006 (202) 887-1500

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☐

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If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale thereof is not permitted.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 29, 2017

PRELIMINARY PROSPECTUS

Shares

Common Stock
______________________

Plymouth Industrial REIT, Inc. is a full service, vertically integrated, self-administered and self-managed real estate investment trust, or REIT, focused on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary markets across the U.S. Upon completion of this offering and the Torchlight Transactions (as defined herein), we will own 100% of the interests in 20 industrial properties located in seven states with an aggregate of approximately 4.0 million rentable square feet.

This is our initial listed public offering. We are selling shares of our common stock, $0.01 par value per share in this offering. We currently anticipate that the offering price of our common stock will be between $ and $ per share. In addition, concurrently with the closing of this offering, we will be privately issuing shares of our common stock and warrants to acquire 250,000 shares of our common stock to affiliates of Torchlight Investors, LLC, or Torchlight, in connection with the Torchlight Transactions, as described herein.

Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on the New York Stock Exchange, or NYSE, under the symbol “PLYM.”

We were formed as a Maryland corporation in March 2011. We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2012. To assist us in maintaining our qualification as a REIT, stockholders are generally restricted from beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. Our charter contains additional restrictions on the ownership and transfer of shares of our common stock. See “Description of Stock—Restrictions on Ownership and Transfer.”

We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and will be subject to reduced public company reporting requirements. Investing in our common stock involves significant risks. You should read the section entitled “Risk Factors” beginning on page 16 of this prospectus for a discussion of certain risk factors that you should consider before investing in our common stock.


	Per share	Total

Public offering price	$	$

Underwriting discount(1)	$	$

Proceeds, before expenses, to us	$	$

(1)

See “Underwriting” for additional disclosure regarding the compensation payable to the underwriters.

The underwriters may also exercise their option to purchase up to an additional shares from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus to cover over-allotments of shares, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the shares of our common stock in book-entry form is expected to be made on or about , 2017.

Book-Running Manager

D.A. Davidson & Co.

The date of this prospectus is , 2017.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	16
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	39
USE OF PROCEEDS	40
DISTRIBUTION POLICY	41
CAPITALIZATION	43
SELECTED FINANCIAL INFORMATION	44
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	47
MARKET OVERVIEW	59
BUSINESS	77
MANAGEMENT	93
EXECUTIVE COMPENSATION	101
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	107
STRUCTURE OF OUR COMPANY	108
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES	110
PRINCIPAL STOCKHOLDERS	115
DESCRIPTION OF CAPITAL STOCK	116
MATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS	121
SHARES ELIGIBLE FOR FUTURE SALE	126
DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF PLYMOUTH INDUSTRIAL OP, LP.	128
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	131
UNDERWRITING	151
LEGAL MATTERS	153
EXPERTS	153
WHERE YOU CAN FIND MORE INFORMATION	153
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus, any free writing prospectus prepared by us or any information to which we have referred you. We have not, and the underwriters have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, in any free writing prospectus prepared by us and in any information to which we have referred you is accurate only as of their respective dates or on the date or dates which are specified in those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

Industry and Market Data

We use market data and industry forecasts and projections throughout this prospectus, including data from publicly available information and industry publications. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on industry surveys and the preparers’ experience in the industry, and there is no assurance that any of the projections or forecasts will be achieved. We believe that the surveys and market research others have performed are reliable, but we have not independently investigated or verified this information. Any forecasts prepared by REIS, Inc., or REIS, are based on data (including third-party data), models and experience of various professionals, and are based on various assumptions, all of which are subject to change without notice. In addition, the projections obtained from REIS that we have included in this prospectus have not been expertized and are, therefore, solely our responsibility. As a result, REIS does not and will not have any liability or responsibility whatsoever for any market data and industry forecasts and projections that are contained in this prospectus or otherwise disseminated in connection with the offer or sale of our common stock. If you purchase our common stock, your sole recourse for any alleged or actual inaccuracies in the forecasts and projections used in this prospectus will be against us. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this prospectus.

Glossary

In this prospectus:

	•	“annualized rent” means the monthly base rent for the applicable property or properties as of December 31, 2016, multiplied by 12 and then multiplied by our percentage ownership interest for such property, where applicable, and “total annualized rent” means the annualized rent for the applicable group of properties;
	•	“capitalization rate” means the ratio of a property’s annual net operating income to its purchase price;
	•	“Class A industrial properties” means industrial properties that typically possess most of the following characteristics: 15 years old or newer, square footage generally in excess of 300,000 square feet, concrete tilt-up construction, clear height in excess of 26 feet, a ratio of dock doors to floor area that is more than one door per 10,000 square feet and energy efficient design characteristics suitable for current and future tenants;
	•	“Class B industrial properties” means industrial properties that typically possess most of the following characteristics: more than 15 years old, clear heights between 18 and 26 feet, square footage between 50,000 and 300,000 square feet, and adequate building systems (mechanical, HVAC and utility) to deliver services currently required by tenants but which may need upgrades for future tenants;
	•	“Company Portfolio” means the 20 distribution centers, warehouse and light industrial properties in which our company currently has an interest and, upon completion of this offering and the Torchlight Transactions, will own 100% of the interests;
	•	“net operating income” or “NOI” means total revenue (including rental revenue, tenant reimbursements, management, leasing and development services revenue and other income) less property-level operating expenses including allocated overhead. NOI excludes depreciation and amortization, general and administrative expenses, impairments, gain/loss on sale of real estate, interest expense and other non-operating expenses;
	•	“on a pro forma basis” means after giving effect to the completion of this offering and the Torchlight Transactions and the application of the net proceeds of this offering as described under “Use of Proceeds;”
	•	“OP units” means units of limited partnership interest in our operating partnership;

	•	“our operating partnership” means Plymouth Industrial OP, LP, a Delaware limited partnership, and the subsidiaries through which we will conduct substantially all of our business;
	•	“Plymouth,” “our company,” “we,” “us” and “our” refer to Plymouth Industrial REIT, Inc., a Maryland corporation, and its consolidated subsidiaries, except where it is clear from the context that the term only means Plymouth Industrial REIT, Inc., the issuer of the shares of common stock in this offering;
	•	“Preferred Interests” means the preferred membership interests issued by our subsidiary, Plymouth Industrial 20 LLC, to DOF IV Plymouth PM, LLC, an affiliate of our mezzanine lender;

	•	“primary markets” means gateway cities and the following six largest metropolitan areas in the U.S., each generally consisting of more than 300 million square feet of industrial space: Los Angeles, San Francisco, New York, Chicago, Washington, DC and Boston;
	•	“secondary markets” means for our purposes non-gateway markets, each generally consisting of between 100 million and 300 million square feet of industrial space, including the following metropolitan areas in the U.S.: Atlanta, Austin, Baltimore, Charlotte, Cincinnati, Cleveland, Columbus, Dallas, Detroit, Houston, Indianapolis, Jacksonville, Kansas City, Memphis, Milwaukee, Nashville, Norfolk, Orlando, Philadelphia, Pittsburgh, Raleigh/Durham, San Antonio, South Florida, St. Louis and Tampa;
	•	“Torchlight” means Torchlight Investors, LLC and its affiliates; and
	•	“Torchlight Transactions” means the issuance of shares of common stock to Torchlight in a private placement and the private issuance of warrants to Torchlight to acquire shares of common stock, in each case concurrently with the closing of this offering. See “Prospectus Summary—Torchlight Transactions.”

Our definitions of Class A industrial properties, Class B industrial properties, primary markets and secondary markets may vary from the definitions of these terms used by investors, analysts or other industrial REITs.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more detailed explanations of NOI, Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, and reconciliations of NOI, EBITDA and Funds from Operations, or FFO, to net income computed in accordance with U.S. generally accepted accounting principles, or GAAP.

iii

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. You should read carefully the entire prospectus, including “Risk Factors,” our financial statements, pro forma financial information, and related notes appearing elsewhere in this prospectus, before making a decision to invest in our common stock.

Unless indicated otherwise, the information included in this prospectus assumes (i) no exercise of the underwriters’ option to purchase up to additional shares of our common stock to cover over-allotments, if any, (ii) the shares of common stock to be sold in this offering are sold at $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus and (iii) the completion of the Torchlight Transactions.

Overview

We are a full service, vertically integrated, self-administered and self-managed Maryland corporation focused on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary markets across the U.S. For our definition of Class B industrial properties, see “—Our Investment and Growth Strategies—Investment Strategy.” The Company Portfolio, which consists of 20 industrial properties located in seven states, is currently held through Plymouth Industrial 20 LLC, a joint venture with Torchlight in which we own a 0.5% interest. In connection with the completion of this offering and the Torchlight Transactions, we will redeem Torchlight’s interest in Plymouth Industrial 20 LLC, or Plymouth Industrial 20, and, as a result, we will own 100% of the interests in the Company Portfolio. See “—Torchlight Transactions.” As of December 31, 2016, the Company Portfolio was 98.4% leased to 36 separate tenants across 17 industry types.

We intend to continue to focus on the acquisition of Class B industrial properties primarily in secondary markets with net rentable square footage ranging between approximately 100 million and 300 million square feet, which we refer to as our target markets. We believe industrial properties in such target markets will provide superior and consistent cash flow returns at generally lower acquisition costs relative to industrial properties in primary markets. Further, we believe there is a greater potential for higher rates of appreciation in the value of industrial properties in our target markets relative to industrial properties in primary markets.

We believe our target markets provide us with opportunities to acquire both stabilized properties generating favorable cash flows, as well as properties where we can enhance returns through value-add renovations and redevelopment. We focus primarily on the following investments:

	•	single-tenant industrial properties where tenants are paying below-market rents with near-term lease expirations that we believe have a high likelihood of renewal at market rents; and
	•	multi-tenant industrial properties that we believe would benefit from our value-add management approach to create attractive leasing options for our tenants, and as a result of the presence of smaller tenants, obtain higher per-square-foot rents.

We believe there are a significant number of attractive acquisition opportunities available to us in our target markets and that the fragmented and complex nature of our target markets generally make it difficult for less-experienced or less-focused investors to access comparable opportunities on a consistent basis. See “Market Overview.”

Our company, which was formerly known as Plymouth Opportunity REIT, Inc., was founded in March 2011 by two of our executive officers, Jeffrey Witherell and Pendleton White, Jr., each of whom has at least 25 years of experience acquiring, owning and operating commercial real estate properties. Specifically, both were members of a team of senior investment executives that was responsible for the acquisition and capital formation of commercial properties for Franklin Street Properties (NYSE: FSP), or Franklin Street, a REIT based in Boston, MA, from 2000 to 2007, during which time Franklin Street listed its stock on the American Stock Exchange. Following their time at Franklin Street, our founders recognized a growing opportunity in the Class B industrial space, particularly in secondary markets and select primary markets, following the 2008-2010 recession, and founded our company to participate in the cyclical recovery of the U.S. economy.

Competitive Strengths

We believe that our investment strategy and operating model distinguish us from other owners, operators and acquirers of industrial real estate in several important ways, including the following:

High-Quality Portfolio with Strong Fundamentals: Since 2014, we have acquired a portfolio of 20 industrial assets with an aggregate of over four million square feet of rentable space. As of December 31, 2016, the Company Portfolio was 98.4% leased to 36 tenants across 17 diversified industries, which we believe reduces our exposure to tenant default risk and earnings volatility. We have realized consistent increases in rental rates since the acquisition of the properties comprising the Company Portfolio. Rental rates on new leases signed in 2016 were approximately 57% higher than rental rates on prior leases, and rental rates for renewing tenants increased 4.9% between 2015 and 2016. In addition, our tenant retention rate increased from 17.3% in 2015 to 78.5% in 2016. We believe that high occupancy rates across the Company Portfolio, as well as strong rental growth, are indicative of the consistent execution of our business strategy.

Strong Alignment of Interests: We believe the interests of our management team, our board of directors and our stockholders are strongly aligned. We have granted to our management team and board of directors an aggregate of restricted shares of common stock. In addition, following the completion of this offering and the Torchlight Transactions, Torchlight will own approximately % of our common stock ( % assuming the full exercise of the warrants to be issued in the Torchlight Transactions). Each of the members of our management team, our board of directors and Torchlight has entered into a lock-up agreement restricting the direct or indirect sale of such securities for 180 days after the date of this prospectus without the prior written consent of D.A. Davidson & Co.

Strategic Focus on Class B Industrial Properties in Secondary Markets with Stable and Predictable Cash Flows: We focus on Class B distribution centers, warehouses and light industrial properties rather than Class A industrial or other commercial properties for the following reasons, among others: fewer capital expenditure requirements, generally greater investment yields, overall greater tenant retention, generally higher current returns and lower earnings volatility. We believe the Company Portfolio is, and our future acquisitions will be, attractively positioned to participate in the recovering rental rates in our target markets while providing our stockholders with consistent, stable cash flows. For further discussion of our target markets, see “Market Overview—Our Target Markets.”

We intend to continue to focus on the acquisition of distribution centers, warehouses and light industrial properties in our target markets across the U.S. We believe that our target markets have exhibited, or will exhibit in the near future, positive demographic trends ( i.e. , population growth, decreasing unemployment rates, personal income growth and/or favorable tax climates), scarcity of available industrial space and favorable rental growth projections, which should help create superior long-term risk-adjusted returns.

Superior Access to Deal Flow: We believe our management team’s extensive personal relationships and research-driven origination methods will provide us access to off-market and lightly marketed acquisition opportunities, many of which may not be available to our competitors. Off-market and lightly marketed transactions are characterized by a lack of a formal marketing process and a lack of widely disseminated marketing materials. Our executive management and acquisition teams maintain a deep, broad network of relationships among key market participants, including property brokers, lenders, owners and tenants, and greater than 50% of the Company Portfolio was sourced in off-market or lightly marketed transactions. We believe that our sourcing approach will provide us access to a significant number of attractive investment opportunities.

Experienced Management Team: Each of the three senior members of our executive management team has over 25 years of significant real estate industry experience, with each member having previous public REIT or public real estate company experience. Led by Mr. Witherell, our Chairman and Chief Executive Officer, Mr. White, our President and Chief Investment Officer, and Mr. Wright, our Chief Financial Officer, our management team has significant experience in acquiring, owning, operating and managing commercial real estate, with a particular emphasis on industrial assets. Throughout their careers, Mr. Witherell and Mr. White have had primary responsibility for overseeing the acquisition, financing, ownership and management of more than ten million square feet of office and industrial properties in our target markets, while over the past 18 years Mr. Wright has served as the Chief Financial Officer of two real estate companies, one of which had approximately $8 billion in assets.

Our Investment and Growth Strategies

Our primary objective is to generate attractive risk-adjusted returns for our stockholders through dividends and capital appreciation primarily through the acquisition of Class B industrial properties located in secondary markets. We intend to focus our acquisition activities on our core property types, which include warehouse/distribution facilities and light manufacturing facilities, because we believe they generate higher tenant retention rates and require lower tenant improvement and re-leasing costs. To a lesser extent, we intend to focus on flex/office facilities (light assembly and research and development). We believe that pursuing the following strategies will enable us to achieve our investment objectives.

Our investment strategy will also focus on the burgeoning e-commerce industry by acquiring industrial properties that may service tenants’ e-commerce fulfillment needs, or “last mile” delivery requirements. These properties, termed “in-fill” properties, are typically located in highly populated areas, near city centers or populous suburban areas.

Investment Strategy

Our primary investment strategy is to acquire and own Class B industrial properties predominantly in secondary markets across the U.S. We generally define Class B industrial properties as industrial properties that are typically more than 15 years old, have clear heights between 18 and 26 feet and square footage between 50,000 and 300,000 square feet, with building systems that have adequate capacities to deliver the services currently needed by existing tenants, but may need upgrades for future tenants. In contrast, we define Class A industrial properties as industrial properties that typically are 15 years old or newer, have clear heights in excess of 26 feet and square footage in excess of 300,000 square feet, with energy efficient design characteristics suitable for current and future tenants.

We intend to own and acquire properties that we believe can achieve high initial yields and strong ongoing cash-on-cash returns and that exhibit the potential for increased rental growth in the near future. In addition, we may acquire Class A industrial properties that offer similar attractive return characteristics if the cost basis for such properties are comparable to those of Class B industrial properties in a given market or sub-market. While we will focus on investment opportunities in our target markets, we may make opportunistic acquisitions of Class A industrial properties or industrial properties in primary markets when we believe we can achieve attractive risk-adjusted returns.

We also intend to pursue joint venture arrangements with institutional partners which could provide management fee income as well as residual profit-sharing income. Such joint ventures may involve investing in industrial assets that would be characterized as opportunistic or value-add investments. These may involve development or re-development strategies that may require significant up-front capital expenditures, lengthy lease-up periods and result in inconsistent cash flows. As such, these properties’ risk profiles and return metrics would likely differ from the non-joint venture properties that we target for acquisition.

Following this offering, we believe we will have a competitive advantage in sourcing attractive acquisitions because the competition for our target assets is primarily from local investors who are not likely to have ready access to debt or equity capital. In addition, our umbrella partnership real estate investment trust, or UPREIT, structure may enable us to acquire industrial properties on a non-cash basis in a tax efficient manner through the issuance of OP units as consideration for the transaction. We will also continue to develop our large existing network of relationships with real estate and financial intermediaries. These individuals and companies give us access to significant deal flow—both those broadly marketed and those exposed through only limited marketing. These properties will be acquired primarily from third-party owners of existing leased buildings and secondarily from owner-occupiers through sale-leaseback transactions.

Growth Strategies

We seek to maximize our cash flows through proactive asset management. Our asset management team actively manages our properties in an effort to maintain high retention rates, lease vacant space, manage operating expenses and maintain our properties to an appropriate standard. In doing so, we have developed strong tenant relationships. We intend to leverage those relationships and market knowledge to increase renewals, properly prepare tenants for rent increases, obtain early notification of departures to provide longer re-leasing periods and work with tenants to properly maintain the quality and attractiveness of our properties. Our asset management team also collaborates with our internal credit function to actively monitor the credit profile of each of our tenants and prospective tenants on an ongoing basis.

Our asset management team functions include strategic planning and decision-making, centralized leasing activities and management of third-party leasing companies. Our asset management/credit team oversees property management activities relating to our properties which include controlling capital expenditures and expenses that are not reimbursable by tenants, making regular property inspections, overseeing rent collections and cost control and planning and budgeting activities. Tenant relations matters, including monitoring of tenant compliance with their property maintenance obligations and other lease provisions, will be handled by in-house personnel for most of our properties.

Financing Strategy

We intend to maintain a flexible and growth-oriented capital structure. We intend to use the net proceeds from this offering along with additional secured and unsecured indebtedness to acquire industrial properties. See “Use of Proceeds.” Our additional indebtedness may include arrangements such as revolving credit facility or term loan. We believe that we will have the ability to leverage newly-acquired properties up to a 65% debt-to-value ratio, though our long-term target debt-to-value ratio is less than 50%. We also anticipate using OP units to acquire properties from existing owners interested in tax-deferred transactions.

Investment Criteria

We believe that our market knowledge, operations systems and internal processes allow us to efficiently analyze the risks associated with an asset’s ability to produce cash flow going forward. We blend fundamental real estate analysis with corporate credit analysis to make a probabilistic assessment of cash flows that will be realized in future periods. We also use data-driven and event-driven analytics and primary research to identify and pursue emerging investment opportunities. See “Business—Our Investment and Growth Strategies—Investment Criteria.”

Our investment strategy focuses on Class B industrial properties in secondary markets for the following reasons:

	•	Class B industrial properties generally require less capital expenditures than both Class A industrial properties and other commercial property types;
	•	investment yields for Class B industrial properties are often greater than investment yields on both Class A industrial properties and other commercial property types;
	•	Class B industrial tenants tend to retain their current space more frequently than Class A industrial tenants;
	•	Class B industrial properties tend to have higher current returns and lower volatility than Class A industrial properties;
	•	we believe there is less competition for Class B industrial properties from institutional real estate buyers; our typical competitors are local investors who often do not have ready access to debt or equity capital;
	•	the Class B industrial real estate market is highly fragmented and complex, which we believe make it difficult for less-experienced or less-focused investors to access comparable opportunities on a consistent basis;
	•	we believe that there is a limited new supply of Class B industrial space in our target markets;
	•	secondary markets generally have less occupancy and rental rate volatility than primary markets;
	•	Class B properties and secondary markets are typically “cycle agnostic”; i.e. , less prone to overall real estate cycle fluctuations;
	•	we believe secondary markets generally have more growth potential at a lower cost basis than primary markets; and
	•	we believe that the demand for e-commerce-related properties, or e-fulfillment facilities, will continue to grow and play a significant role in our investing strategy.

Market Overview

Market Opportunity

A key component of our business strategy is to tap into forecasted U.S. economic growth by investing in industrial real estate that we believe will benefit from rental growth and increased tenant demand. We believe that in some cases there has already been significant growth and capitalization rate compression in primary markets in the Class A industrial sector, but that there still exists an opportunity to take advantage of capitalization rate compression, favorable pricing, limited supply and competition in secondary growth markets and in Class B properties. While we will focus on the acquisition of Class B industrial properties in secondary markets, we may also make opportunistic acquisitions of Class A industrial properties and industrial properties in primary markets.

Our acquisition pipeline focuses on a select group of target markets, including, among others, Atlanta, Chicago, Cincinnati, Columbus and Memphis, which we believe possess certain characteristics that we believe are beneficial to industrial real estate investment. These characteristic include, but are not limited to, employment growth, recent and forecasted rent growth, a shortage of industrial development, and falling vacancy rates. We believe that these characteristics will allow us to increase rental rates, increase occupancy and drive value. For a more detailed overview of these markets, refer to the “Market Overview” section of this prospectus.

Industrial Real Estate Fundamentals

According to CB Richard Ellis, or CBRE, industrial real estate demand going into 2017 is strong. In many of our target markets vacancy rates are steadily dropping, construction is starting to slowly pick up and rent growth remains healthy. New construction has lagged leasing demand for 25 consecutive quarters. We believe that while construction starts continue to remain limited and economic demand drivers continue to power absorption, industrial fundamentals will continue to strengthen. We believe that, as a result of the lack of new construction and overall demand for industrial properties in many U.S. markets, vacancy rates will continue to fall until rent growth increases to a point where developers can justify undergoing more speculative projects.

Accelerating U.S. Economic Growth

According to forecasts by the United States Congressional Budget Office, or the CBO, inflation-adjusted U.S. GDP grew by 1.6% in 2016 and is expected to grow 2.3% in 2017, 1.9% in 2018, and 1.7% in 2019. The CBO expects that these increases in U.S. GDP will spur businesses to maintain and or grow hiring rates, which will continue to push down the unemployment rate and raise the rate of participation in the labor force. In particular, the CBO projects that the unemployment rate will maintain a range of 4.5% to 5.0% over the next 11 years. Overall, the CBO anticipates that over the next decade, inflation-adjusted U.S. GDP will increase at an average annual pace of 1.9%. We expect that increased employment will lead to increased consumer spending, further enhancing the demand for warehouse properties, particularly in an e-commerce retail environment.

Industrial Trade

Industrial trade is one of the most important drivers of industrial real estate demand as import and export volume greatly determine the amount of space that is needed in order to store goods. Since the recession of 2008 - 2010, exports have been one of the key drivers of the recovery in trade, with export levels up now more than 20.1% from pre-recession levels. While import rates have not grown as quickly as export rates since the recession, import rates (excluding oil) have risen 6.4% over pre-recession levels, which have resulted in further increased demand for industrial real estate space. We believe that this recovery to import and export rates should continue during 2017 and beyond, which should help drive demand for industrial space.

Manufacturing and Production

We believe that manufacturing and production is another key component of industrial real estate performance as the level of goods that are manufactured and produced has a positive correlation with the amount of space needed to store such goods. The productivity of U.S. mines and factories, as measured by the industrial production index, picked up pace in 2013 and has maintained its momentum to date. Due in large part to the surge in domestic energy production, the U.S. is enjoying lower energy costs, which, combined with more competitive labor costs, should allow industrial production to continue to expand in 2017.

In 2015, the U.S. industrial capacity utilization rate stood just above its historical average, with some sectors running well above their long-run averages. We believe that this suggests that more investment in industrial capacity will be needed for industrial production to continue growing The CBO is forecasting that business investment will grow by 5.0% in 2017 and grow on average around 2.2% the following three years. Likewise, CBO also forecasts total output to grow closer to 2.0% per year rather than the 1.4% increase realized between 2008 and 2016.

Consumer Consumption

Consumer consumption, which accounts for two-thirds of U.S. GDP, declined during the recession, as high unemployment and stagnating wages forced people to cut back on non-essential spending. However, since 2009, real consumer spending has grown at an annual rate of 2.3%.

Figure 3 (Source: US Department of Commerce — Bureau of Economic Analysis)

Industrial Real Estate Fundamentals

Overview

According to CBRE, industrial real estate demand going into 2017 is strong. In many of our target markets vacancy rates are steadily dropping, construction is starting to slowly pick up and rent growth remains healthy. New construction has lagged leasing demand for 25 consecutive quarters. We believe that while construction starts continue to remain limited and economic demand drivers continue to power absorption, industrial fundamentals will continue to strengthen. We believe that, as a result of the lack of new construction and overall demand for industrial properties in many U.S. markets, vacancy rates will continue to fall until rent growth increases to a point where developers can justify undergoing more speculative projects. The following graph illustrates this on an historical basis.

Figure 4 (Source: CBRE)

Limited new construction and growing demand for industrial properties will cause vacancy rates to fall and rental rates to rise as confirmed by REIS, Inc.’s, or REIS, data and projections on occupancy and effective rental forecasts for both the 6.4 billion square foot warehouse/distribution and 1.2 billion square foot U.S. Flex/R&D markets, which, as illustrated in the two graphs below, show an increase in effective rents since 2011 and a declining vacancy rate through 2020.


Figure 5 (Source: REIS)	Figure 6 (Source: REIS)

In the longer term, industrial real estate fundamentals are expected to continue to be strong, as the sector is uniquely positioned to benefit from current economic trends, including increased trade growth, inventory rebuilding, and increased industrial output. Additionally, developing trends point to a strong near-to medium-term outlook for the sector. For example, the growth of big-box warehouses serving large online retailers close to population centers is forecasted to gain popularity, which we believe could potentially influence smaller e-retailers to do the same.

Increased e-commerce has a positive impact on warehouse demand, as it tends to transfer retail tenants to warehouses. According to CBRE, U.S. e-commerce sales now comprise 8% of all US retail sales, up from 5.8% in 2013 and 1.5% in 2003. With massive increase in online sales over the past 15 years, e-commerce companies have had to make major investments in infrastructure and facilities to keep pace with demand. This is expected to continue, as online sales keep growing with traditional brick and mortar retailers employing multi-channel sale strategies. Additionally, this emergence of e-commerce and the growth of internet retailers and wholesalers are expanding the universe of tenants seeking industrial space in our target markets, which should drive demand and rent growth into the future.

Manufacturing is also likely to play an increased role in the industrial sector’s recovery. With energy prices and labor costs down, we believe that the fundamentals support a sustained resurgence in domestic manufacturing. Lack of supply may be a hurdle for continued demand growth, as some markets are already reporting shortages of space in certain asset types.

The Company Portfolio

As of the date of this prospectus, we have a minority interest in and operate 20 industrial buildings with an aggregate of approximately 4.0 million square feet of rentable space that is currently 98.4% occupied. Upon completion of this offering and the Torchlight Transactions, we will own 100% of the interest in each of the 20 properties listed below. The following table provides certain information with respect to the Company Portfolio as of December 31, 2016.

Metro	Address	Property Type	Year Built/ Renovated (1)		Square Footage		Occupancy			Annualized Rent (2)		Percent of Total Annualized Rent			Annualized Rent/Square Foot (3)
Chicago, IL	3940 Stern Avenue	Warehouse/Light Manufacturing		1987		146,798		100	%	$	623,891		4.4	%	$	4.25
Chicago, IL	1875 Holmes Road	Warehouse/Light Manufacturing		1989		134,415		100	%	$	661,322		4.7	%	$	4.92
Chicago, IL	1355 Holmes Road	Warehouse/ Distribution		1975/1999		82,456		100	%	$	387,643		2.8	%	$	4.70
Chicago, IL	2401 Commerce Drive	Warehouse/ Flex		1994		78,574		100	%	$	584,369		4.2	%	$	7.44
Chicago, IL	189 Seegers Road	Warehouse/Light Manufacturing		1972		25,000		100	%	$	162,250		1.2	%	$	6.49
Chicago, IL	11351 W. 183 ^rd Street	Warehouse/ Distribution		2000		18,768		100	%	$	182,613		1.3	%	$	9.73
Cincinnati, OH	Mostellar Distribution Center I & II	Warehouse/Light Manufacturing		1959		358,386		100	%	$	1,044,415		7.4	%	$	2.91
Cincinnati, OH	4115 Thunderbird Lane	Warehouse/Light Manufacturing		1991		70,000		100	%	$	234,500		1.7	%	$	3.35
Florence, KY	7585 Empire Drive	Warehouse/Light Manufacturing		1973		148,415		100	%	$	412,785		2.9	%	$	2.78
Columbus, OH	3500 Southwest Boulevard	Warehouse/ Distribution		1992		527,127		100	%	$	1,782,634		12.7	%	$	3.38
Columbus, OH	3100 Creekside Parkway	Warehouse/ Distribution		2004		340,000		100	%	$	986,000		7.0	%	$	2.90
Columbus, OH	8288 Green Meadows Dr.	Warehouse/ Distribution		1988		300,000		100	%	$	906,000		6.5	%	$	3.02
Columbus, OH	8273 Green Meadows Dr.	Warehouse/ Distribution		1996/2007		77,271		100	%	$	355,765		2.5	%	$	4.60
Columbus, OH	7001 American Pkwy	Warehouse/ Distribution		1986/2007 & 2012		54,100		100	%	$	175,825		1.3	%	$	3.25
Memphis, TN	6005, 6045 & 6075 Shelby Dr.	Warehouse/ Distribution		1989		202,303		69.3	%	$	424,130		3.0	%	$	2.10
Jackson, TN	210 American Dr.	Warehouse/ Distribution		1967/1981 & 2012		638,400		100	%	$	1,404,480		10.0	%	$	2.20
Altanta, GA	32 Dart Road	Warehouse/Light Manufacturing		1988		194,800		100	%	$	516,220		3.7	%	$	2.65
Portland, ME	56 Milliken Road	Warehouse/Light Manufacturing		1966/1995, 2005, 2013		200,625		100	%	$	1,036,391		7.4	%	$	5.17
Marlton, NJ	4 East Stow Road	Warehouse/ Distribution		1986		156,279		97.9	%	$	804,895		5.7	%	$	5.15
Cleveland, OH	1755 Enterprise Parkway	Warehouse/Light Manufacturing		1979/2005		255,570		100.0	%	$	1,352,642		9.6	%	$	5.29
Industrial Properties -- Total/Weighted Average						4,009,287		98.4	%	$	14,038,770		100.0	%	$	3.50

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(1)

Renovation means significant upgrades, alterations or additions to building areas, interiors, exteriors and/or systems.

(2)

Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month ended December 31, 2016 by (ii) 12. On December 31, 2016, there were no rental abatements or concessions in effect that would impact cash rent.

(3)

Calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month ended December 31, 2016, by (ii) 12, and then dividing by leased square feet for such property as of December 31, 2016.

Acquisition Pipeline

Our executive management and acquisition teams maintain a deep, broad network of relationships among key market participants, including property brokers, lenders, owners and tenants. We believe these relationships and our research-driven origination methods provide us access to off-market and lightly marketed acquisition opportunities, many of which may not be available to our competitors. Furthermore, we believe that a significant portion of the approximately 13.8 billion square feet of industrial space in the U.S. falls within our target investment criteria and that there will be ample supply of attractive acquisition opportunities in the future.

In the normal course of our business, we regularly evaluate the market for industrial properties to identify potential acquisition targets. As of the date of this prospectus, we are evaluating approximately $350 million of potential acquisitions in our target markets that we have identified as warranting further investment consideration after an initial review. As of the date of this prospectus, we have neither entered into any letters of intent or purchase agreements with respect to any potential acquisitions, nor have we begun a comprehensive due diligence review with respect to any of these properties. Accordingly, we do not believe that the acquisition of any of the properties under evaluation is probable as of the date of this prospectus.

Torchlight Transactions

Redemption of Preferred Interests in Joint Venture

We and Torchlight are party to a joint venture agreement with respect to Plymouth Industrial 20, dated as of October 17, 2016. Each of the properties in the Company Portfolio is owned by Plymouth Industrial 20, in which we currently own a 0.5% interest and Torchlight owns a 99.5% interest, or the Preferred Interests. Pursuant to the terms of the joint venture agreement, we are required to redeem the Preferred Interests on or before May 17, 2017, for $25.0 million, which will be paid by a combination of $20.0 million in cash with a portion of the net proceeds from this offering and shares of our common stock to be issued in a private placement concurrently with the closing of this offering. See “Use of Proceeds” and “Structure of Our Company—Torchlight Transactions.” In the event we do not make the required payment by May 17, 2017, Torchlight has the right to acquire our ownership in Plymouth Industrial 20 LLC for $1.

Termination of Participation Right

As partial consideration for making the Torchlight Mezzanine Loan (as defined below), Plymouth Industrial 20, the borrower under the Torchlight Mezzanine Loan, granted Torchlight, in its capacity as lender, a profit participation in the form of the right to receive 25% of net income and capital proceeds generated by the Company Portfolio following debt service payments and associated costs, or the TL Participation. Pursuant to the Letter Agreement between Torchlight and us, dated as of March 3, 2017, or the Letter Agreement, we have the right to terminate the TL Participation in consideration for the private issuance of warrants to Torchlight to acquire 250,000 shares of our common stock, which we expect to issue concurrently with the closing of this offering. See “Description of Capital Stock—Warrants”.

We refer to the transactions described above collectively as the “Torchlight Transactions.” See “Structure of Our Company—Torchlight Transactions.”

Stockholders Agreement with Torchlight

Immediately upon completion of this offering and the Torchlight Transactions, we intend to enter into a stockholders agreement with Torchlight, or the Stockholders Agreement, in order to establish various arrangements and restrictions with respect to governance of our company and certain rights that will be granted to the Torchlight in connection with the Torchlight Transactions while Torchlight maintains record ownership of at least 2.5% of our common stock. These rights and restrictions will include a board nomination right and certain customary registration and preemptive rights. We will also be prohibited from issuing preferred stock until Torchlight falls below the ownership threshold described above. See “Certain Relationships and Related Transactions—Torchlight Stockholders Agreement.”

Existing Debt Structure

AIG Loan

On October 17, 2016, certain indirect subsidiaries of our operating partnership entered into a senior secured loan agreement with investment entities managed by AIG Asset Management, or the AIG Loan Agreement, which provides for a loan, or the AIG Loan, of $120 million, bearing interest at 4.08% per annum, and a seven-year term. As of December 31, 2016, there was $120 million outstanding under the AIG Loan Agreement. The AIG Loan Agreement provides for monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. Our operating partnership used the net proceeds of the AIG Loan to partially repay the outstanding principal and accrued interest under our then-existing senior secured loan agreement. We are currently in technical violation of the net worth covenant in the AIG loan agreement, which we believe was the result of a drafting error. Although we are pursuing remediation with AIG to correct the error and believe that will be revised and we will be in compliance with the covenant prior to the closing of this offering. Following the closing of the offering, we believe that we will be in compliance with all covenants under the AIG Loan Agreement. Although, we are pursuing with the lender to remediate the technical violation, we can provide no assurances that the lender will agree with our interpretation of the relevant language in the AIG Loan agreement or agree to amend the agreement.

The borrowings under the AIG Loan Agreement are secured by first lien mortgages on all of the properties in the Company Portfolio. The obligations under the AIG Loan Agreement are also guaranteed by our company and each of our operating partnership’s wholly-owned subsidiaries.

Torchlight Mezzanine Loan

On October 17, 2016, Plymouth Industrial 20 entered into a mezzanine loan agreement, or the Torchlight Mezzanine Loan Agreement, with Torchlight, which provides for a loan of $30 million, or the Torchlight Mezzanine Loan. The Torchlight Mezzanine Loan has a seven-year term and bears interest at 15% per annum, of which 7% percent is paid currently during the first four years of the term and 10% is paid for the remainder of the term. The Torchlight Mezzanine Loan requires Plymouth Industrial 20 to pay a repayment premium equal to the difference between (x) the sum of 150% of the principal being repaid (excluding accrued interest) and (y) the sum of the actual principal amount being repaid and current and accrued interest paid through the date of repayment. This repayment feature operates as a prepayment feature since the difference will be zero at maturity. The borrowings under the Torchlight Mezzanine Loan are secured by, among other things, pledges of the equity interest in Plymouth Industrial 20 and each of its property-owning subsidiaries. The proceeds of the Torchlight Mezzanine Loan were used to partially repay the outstanding principal and accrued interest under our then-existing senior secured loan agreement.

Summary Risk Factors

An investment in our common stock involves material risks. You should consider carefully the risks described below and under “Risk Factors” before purchasing shares of our common stock in this offering:

	•	The Company Portfolio is concentrated in the industrial real estate sector, and our business would be materially and adversely affected by an economic downturn in that sector.
	•	The Company Portfolio is geographically concentrated in seven states, which causes us to be especially susceptible to adverse developments in those markets.
	•	The Company Portfolio is comprised almost entirely of Class B industrial properties in secondary markets, which subjects us to risk associated with concentrating the Company Portfolio on such assets.
	•	We are subject to risks associated with single-tenant leases, and the default by one or more tenants could materially and adversely affect our results of operations and financial condition.
	•	We are subject to risks related to tenant concentration, which could materially adversely affect our cash flows, results of operations and financial condition.
	•	We may be unable to renew leases, lease vacant space or re-lease space as leases expire.
	•	We may be unable to identify and complete acquisitions of properties that meet our investment criteria, which may have a material adverse effect on our growth prospects.
	•	We may be unable to source “off-market” or “lightly-marketed” deal flows in the future, which may have a material adverse effect on our growth.
	•	Our success depends on key personnel whose continued service is not guaranteed, and the departure of one or more of our key personnel could adversely affect our ability to manage our business and to implement our growth strategies, or could create a negative perception in the capital markets.
	•	Our charter and bylaws, the partnership agreement of our operating partnership and Maryland law contain provisions that may delay, defer or prevent a change of control transaction.
	•	Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our common stock.
	•	We may be unable to make distributions at expected levels, and we may be required to borrow funds to make distributions.
	•	The number of shares of our common stock available for future issuance or sale could adversely affect the trading price of our common stock.

Structure and Formation of Our Company

Our Company

We were formed as a Maryland corporation in March 2011 and previously conducted business as Plymouth Opportunity REIT, Inc. We conduct our business through an UPREIT structure in which our properties are owned by our operating partnership directly or through subsidiaries, as described below under “—Our Operating Partnership.” We are the sole general partner of our operating partnership and, upon completion of this offering and the redemption of the Preferred Interests, we will directly or indirectly own 100% of the OP units in our operating partnership and its subsidiaries. Our board of directors oversees our business and affairs.

Our Operating Partnership

Our operating partnership was formed as a Delaware limited partnership in March 2011. Substantially all of our assets are held by, and our operations are conducted through, our operating partnership. We will contribute the net proceeds from this offering to our operating partnership in exchange for OP units. Our interest in our operating partnership will generally entitle us to share in cash distributions from, and in the profits and losses of, our operating partnership in proportion to our percentage ownership. As the sole general partner of our operating partnership, we will generally have the exclusive power under the partnership agreement to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners, which are described more fully below in “Description of the Partnership Agreement of Plymouth Industrial OP, LP.”

Corporate Structure

The chart below reflects our organizational structure immediately following completion of this offering and the Torchlight Transactions.

________________

	(1)	Reflects (a) an aggregate of restricted shares of common stock to be granted to our officers and, (b) an aggregate of restricted shares of common stock to be granted to our independent directors, in each case, concurrently with the completion of this offering.
	(2)	Reflects an aggregate of shares of our common stock to be issued to Torchlight in the Torchlight Transactions, and excludes warrants exercisable for shares of common stock to be issued to Torchlight in the Torchlight Transactions.

Conflicts of Interest

Each of our executive officers entered into an employment agreement with us in September 2014. See “Executive Compensation—Executive Compensation Arrangements.” We may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationships with members of our senior management, with possible negative impact on stockholders. Moreover, these agreements were not negotiated at arm’s length and certain of our executive officers had the ability to influence the types and level of benefits that they will receive from us under these agreements.

Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company under Maryland law in connection with their management of our company. At the same time, we, as the general partner of our operating partnership, have fiduciary duties and obligations to our operating partnership and its limited partners under Maryland law and the partnership agreement of our operating partnership in connection with the management of our operating partnership. Our fiduciary duties and obligations as the general partner of our operating partnership may come into conflict with the duties of our directors and officers to our company. We have adopted policies that are designed to eliminate or minimize certain potential conflicts of interests, and the partnership agreement of our operating partnership provides that, in the event of a conflict between the interests of us or our stockholders and the interests of our operating partnership or any of its limited partners, we may give priority to the separate interests of our company or our stockholders, including with respect to tax consequences to limited partners, assignees or our stockholders. See “Policies With Respect to Certain Activities—Conflict of Interest Policy” and “Description of the Partnership Agreement of Plymouth Industrial OP, LP.”

Tax Status

We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2012 and we believe that our organization and method of operation enable us to meet the requirements for qualification and taxation as a REIT. To maintain REIT qualification, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and any net capital gain to our stockholders. As a REIT, we generally will not be subject to federal income tax on our taxable income we currently distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax at regular corporate rates. Even if we qualify for taxation as a REIT, we may be subject to some federal, state and local taxes on our income or property. In addition, the income of any taxable REIT subsidiary that we own will be subject to taxation at regular corporate rates. See “Material U.S. Federal Income Tax Considerations.”

Distribution Policy

We made quarterly distributions in shares of our common stock beginning with the fiscal quarter ended September 30, 2012 through the fiscal quarter ended March 31, 2014. Following completion of this offering, we intend to make regular quarterly cash distributions to holders of shares of our common stock. Any future distributions we make will be at the discretion of our board of directors and will depend upon our earnings and financial condition, maintenance of our REIT qualification, applicable restrictions contained in the Maryland General Corporation Law, or the MGCL, and such other factors as our board may determine in its sole discretion. We anticipate that our estimated cash available for distribution will exceed the annual distribution requirements applicable to REITs. However, under some circumstances, we may be required to pay distributions in excess of cash available for distribution in order to meet these distribution requirements and may need to use the proceeds from future equity and debt offerings, sell assets or borrow funds to make some distributions. We have no intention to use the net proceeds of this offering to make distributions nor do we intend to make distributions using shares of common stock. We cannot assure you that our distribution policy will not change in the future. See “Distribution Policy.”

Restrictions on Ownership

Due to limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code of 1986, as amended, or the Code, our charter generally prohibits any person from actually, beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. Our charter permits our board of directors, in its sole and absolute discretion, to exempt a person, prospectively or retroactively, from one or both of the ownership limits if, among other conditions, the person’s ownership of our stock in excess of the ownership limits could not cause us to fail to qualify as a REIT. Our board of directors may waive the ownership limit with respect to a particular person if it: (i) determines that such ownership will not cause any individual’s beneficial ownership of shares of our stock to violate the ownership limit and that any exemption from the ownership limit will not jeopardize our status as a REIT and (ii) determines that such stockholder does not and will not own, actually or constructively, an interest in a tenant of ours (or a tenant of any entity whose operations are attributed in whole or in part to us) that would cause us to own, actually or constructively, more than a 9.8% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant or that any such ownership would not cause us to fail to qualify as a REIT under the Code.

Emerging Growth Company

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Although these exemptions will be available to us, they will not have a material impact on our public reporting and disclosure.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier. We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1.0 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year ending December 31, 2017, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt, or (iv) the date on which we are deemed a “large accelerated filer” under the Securities Act of 1933, as amended, or the Securities Act, or the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Under the JOBS Act, emerging growth companies can take advantage of the extended transition period provided in Section 7(a)(2)(13) of the Securities Act for complying with new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period and, as a result, we will comply with any such new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Our Corporate Information

Our principal executive offices are located at 260 Franklin Street, 6th Floor, Boston, Massachusetts 02110. Our telephone number is (617) 340-3814. Our website is www.plymouthreit.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any other report or document we file with or furnish to you.

The Offering

Common stock offered by us		shares of common stock (plus up to an additional shares of common stock that we may issue and sell upon the exercise of the underwriters’ over-allotment option).

Common stock to be issued to Torchlight(1)		shares of common stock

Common stock to be outstanding after completion of this offering and the Torchlight Transactions(2)		shares of common stock

Use of proceeds		We estimate that the net proceeds (after deducting the underwriting discount and commissions and offering expenses of approximately $ million, payable by us) we will receive from the sale of shares of our common stock in this offering will be approximately $ million (or approximately million if the underwriters exercise their over-allotment option in full). We will contribute the net proceeds we receive from this offering to our operating partnership in exchange for OP units.

		We expect our operating partnership will use approximately $ million of the net proceeds from this offering to redeem the Preferred Interests. Our operating partnership is expected to use the remaining net proceeds to acquire and manage additional industrial properties and for general corporate purposes.

		Prior to the full deployment of the net proceeds as described above, we intend to invest the undeployed net proceeds in interest-bearing short-term investment grade securities or money-market accounts that are consistent with our intention to qualify as a REIT, including, for example, government and government agency certificates, certificates of deposit and interest-bearing bank deposits. We expect that these initial investments will provide a lower net return than we expect to receive from investments in industrial properties. If the underwriters exercise their over-allotment option in full, we expect to use the additional $ million of net proceeds to acquire additional properties or for general corporate purposes. See “Use of Proceeds.”

Risk Factors		Investing in our common stock involves a high degree of risk. You should carefully read and consider the information set forth under the heading “Risk Factors” beginning on page 16 and the other information included in this prospectus before investing in our common stock.

Proposed NYSE symbol		“PLYM”

_____________________

(1)

Represents shares of our common stock to be issued to Torchlight upon the completion of this offering, but excludes shares of common stock issuable upon the exercise of the warrants to be issued to Torchlight in connection with the Torchlight Transactions.

(2)

Includes (a) shares of our common stock to be issued in this offering, (b) shares of our common stock to be issued to Torchlight in connection with the Torchlight Transactions, (c) an aggregate of restricted shares of common stock to be granted to our independent directors concurrently with the completion of this offering and (d) an aggregate of restricted shares of common stock to be granted to our officers concurrently with the completion of this offering. Excludes (a) shares of our common stock issuable upon the exercise of the underwriter’s over-allotment option in full, (b) shares of our common stock available for future issuance under our 2014 Incentive Award Plan, and (c) shares of our common stock issuable upon the exercise of the warrants to be issued to Torchlight in connection with the Torchlight Transactions.

Summary Selected Financial Information

You should read the following summary financial and operating data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” our unaudited pro forma consolidated financial statements and related notes and the historical consolidated financial statements and related notes included elsewhere in the prospectus.

The unaudited pro forma consolidated balance sheet data is presented as if this offering and the Torchlight Transactions had occurred on December 31, 2016, and the unaudited pro forma statements of operations and other data for the year ended December 31, 2016 is presented as if this offering and the Torchlight Transactions had occurred on January 1, 2016. The pro forma consolidated financial information is not necessarily indicative of what our actual financial condition would have been as of December 31, 2016 or what our actual results of operations would have been assuming this offering had been completed as of January 1, 2016, nor does it purport to represent our future financial position or results of operations.

The summary historical consolidated balance sheet information as of December 31, 2016 and 2015, and the historical consolidated statement of operations data for the years ended December 31, 2016 and 2015 on pages 13 and 14 have been derived from the company’s consolidated financial statements, which were audited by Marcum LLP, independent registered public accountants, and are included elsewhere in this prospectus.

	As of December 31,
	Pro Forma		Historical
	2016		2016			2015
	(Unaudited)
($ in thousands)
Balance Sheet Data:
Rental property, net of accumulated depreciation	$		$	123,059		$	129,714
Investment in real estate joint venture		—		—			2,987
Cash and other assets				12,154			2,577
Deferred lease intangibles, net				10,533			14,773
Total assets				145,746			150,051
Accounts payable, accrued expenses and other liabilities				5,352			4,268
Deferred lease intangibles, net				1,405			1,941
Senior secured debt, net				116,053			196,800
Deferred interest				207			8,081
Mezzanine debt to investor, net				29,262			—
Redeemable preferred member interest		—		31,043			—
Total liabilities				183,322			211,090
Plymouth Industrial REIT, Inc. stockholders’ deficit				(98,026	)		(61,039	)
Non-controlling interest		—		60,450			—
Total deficit			$	(37,576	)	$	(61,039	)

	Year Ended December 31,
	Pro Forma		Historical
	2016		2016			2015
	(Unaudited)
($ in thousands)
Statement of Operations Data:
Rental revenue	$		$	19,658		$	19,290
Equity investment income (loss)				230			(85	)
Total revenues				19,888			19,205
Operating expenses:
Property				5,927			5,751
Depreciation and amortization				11,674			12,136
General and administrative				3,742			4,688
Acquisition costs		—		—			1,061
Offering costs		—		—			938
Total operating expenses				21,343			24,574
Operating loss				(1,455	)		(5,369	)
Other income (expense):
Gain on disposition of equity investment				2,846			1,380
Interest expense				(40,679	)		(44,676	)
Total other income (expense)				(37,833	)		(43,296	)
Net loss	$		$	(39,288	)	$	(48,665	)
Net loss attributable to non-controlling interest	$		$	(2,301	)	$	—
Net loss attributable to Plymouth Industrial REIT, Inc.	$		$	(36,987	)	$	(48,665	)

	Year Ended December 31,
	Pro Forma		Historical
	2016		2016			2015
($ in thousands)	(Unaudited)
Total in service properties				20			20
NOI ⁽¹⁾ :
Net loss	$		$	(39,288	)	$	(48,665	)
General and administrative				3,742			4,688
Acquisition expense		—		—			1,061
Interest expense				40,679			44,676
Depreciation and amortization				11,674			12,136
Offering costs		—		—			938
Other income (expense)				(3,076	)		(1,295	)

NOI	$		$	13,731		$	13,539

EBITDA ⁽¹⁾ :

Net loss	$		$	(39,288	)	$	(48,665	)
Depreciation and amortization				11,674			12,136
Interest expense				40,679			44,676

EBITDA	$		$	13,065		$	8,147

FFO ⁽¹⁾ :

Net loss	$		$	(39,288	)	$	(48,665	)
Depreciation and amortization				11,674			12,136
Gain on disposition of equity investment				(2,846	)		(1,380	)
Adjustment for unconsolidated joint ventures				452			1,363
FFO	$		$	(30,008	)	$	(36,546	)

AFFO ⁽¹⁾ :

FFO	$		$	(30,008	)	$	(36,546	)
Amortization of above or accretion of below market lease rents				(355	)		(351	)
Acquisition costs		—		—			1,061
Offering costs		—		—			938
Distributions				337			2,030
Straight line rent				(287	)		(404	)

AFFO	$		$	(30,313	)	$	(33,272	)

_____________________

(1)

For definitions and reconciliations of net income to NOI, EBITDA, FFO and AFFO, as well as a statement disclosing the reasons why our management believes that NOI, EBITDA, FFO and AFFO provide useful information to investors as to the financial performance of our company, and, to the extent material, any additional purposes for which our management uses NOI, EBITDA, FFO and AFFO, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

RISK FACTORS

An investment in our common stock involves risks. In addition to other information in this prospectus, you should carefully consider the following risks before investing in our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations and our ability to make cash distributions to our stockholders, which could cause you to lose all or a significant portion of your investment in our common stock. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Operations

The Company Portfolio is concentrated in the industrial real estate sector, and our business would be adversely affected by an economic downturn in that sector.

Our assets are comprised entirely of industrial facilities, including warehouse/distribution facilities, light manufacturing facilities and flex/office facilities. This concentration may expose us to the risk of economic downturns in the industrial real estate sector to a greater extent than if our properties were more diversified across other sectors of the real estate industry. In particular, an economic downturn affecting the market for industrial properties could have a material adverse effect on our results of operations, cash flows, financial condition and our ability to pay distributions to our stockholders.

The Company Portfolio is geographically concentrated in seven states, which causes us to be especially susceptible to adverse developments in those markets.

In addition to general, regional, national and international economic conditions, our operating performance is impacted by the economic conditions of the specific geographic markets in which we have concentrations of properties. The Company Portfolio includes holdings in the following states (which will account for the percentage of our total annualized rent indicated): Ohio (48.8%); Illinois (18.5%); Tennessee (13.0%); Maine (7.4%); New Jersey (5.7%); Georgia (3.7%) and Kentucky (2.9%). This geographic concentration could adversely affect our operating performance if conditions become less favorable in any of the states or regions in which we have a concentration of properties. We cannot assure you that any of our target markets will grow or that underlying real estate fundamentals will be favorable to owners and operators of industrial properties. Our operations may also be affected if competing properties are built in our target markets. Any adverse economic or real estate developments in our target markets, or any decrease in demand for industrial space resulting from the regulatory environment, business climate or energy or fiscal problems, could materially and adversely impact our financial condition, results of operations, cash flow, our ability to satisfy our debt service obligations and our ability to pay distributions to our stockholders.

The Company Portfolio is comprised almost entirely of Class B industrial properties in secondary markets, which subjects us to risks associated with concentrating the Company Portfolio on such assets.

The Company Portfolio is comprised of almost entirely Class B industrial properties in secondary markets. While we believe that Class B industrial properties in secondary markets have shown positive trends, we cannot give any assurance that these trends will continue. Any developments or circumstances that adversely affect the value of Class B industrial properties generally could have a more significant adverse impact on us than if the Company Portfolio was diversified by asset type, which could materially and adversely impact our financial condition, results of operations and ability to make distributions to our stockholders.

Our business strategy depends on achieving revenue growth from anticipated increases in demand for Class B industrial space in our target markets; accordingly, any delay or a weaker than anticipated economic recovery could materially and adversely affect us and our growth prospects.

Our business strategy depends on achieving revenue growth from anticipated near-term growth in demand for Class B industrial space in our target markets as a result of improving demographic trends and supply and demand fundamentals. As a result, any delay or a weaker than anticipated economic recovery, particularly in our target markets, could materially and adversely affect us and our growth prospects. Furthermore, even if economic conditions generally improve, we cannot provide any assurances that demand for Class B industrial space will increase from current levels. If demand does not increase in the near future, or if demand weakens, our future results of operations and our growth prospects could also be materially and adversely affected.

We may not be aware of characteristics or deficiencies involving any one or all of the properties that we acquire in the future which could have a material adverse effect on our business.

Newly acquired properties may have characteristics or deficiencies unknown to us that could affect their valuation or revenue potential and such properties may not ultimately perform to our expectations. We cannot assure you that the operating performance of any newly acquired properties will not decline under our management. Any characteristics or deficiencies in any newly acquired that adversely affect the value of the properties or their revenue-generation potential could have a material adverse effect on our results of operations and financial condition.

We are subject to risks associated with single-tenant leases, and the default by one or more tenants could materially and adversely affect our results of operations and financial condition.

We are subject to the risk that the default, financial distress or bankruptcy of a single tenant could cause interruptions in the receipt of rental revenue and/or result in a vacancy, which is likely to result in the complete reduction in the operating cash flows generated by the property leased to that tenant and may decrease the value of that property. In addition, a majority of our leases generally require the tenant to pay all or substantially all of the operating expenses normally associated with the ownership of the property, such as utilities, real estate taxes, insurance and routine maintenance. Folloing a vacancy at a single-tenant property, we will be responsible for all of the operating costs at such property until it can be re-let, if at all.

We are subject to risks related to tenant concentration, which could materially adversely affect our cash flows, results of operations and financial condition.

As of December 31, 2016, one of our tenants comprised approximately 12.7% of our total annualized rent and our top three tenants collectively comprised approximately 29.7% of our total annualized rent. As a result, our financial performance will be dependent, in large part, on the revenues generated from these significant tenants and, in turn, the financial condition of these tenants. In the event that a tenant occupying a significant portion of one or more of our properties or whose rental income represents a significant portion of the rental revenue at our properties were to experience financial weakness or file bankruptcy, it could have a material adverse effect on our cash flows, results of operations and financial condition.

We may be unable to renew leases, lease vacant space or re-lease space as leases expire.

Leases representing 18.3%, 7.3% and 22.8% of the rentable square footage of the industrial properties in the Company Portfolio will expire in 2017, 2018 and 2019, respectively. We cannot assure you that our leases will be renewed or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that we will not offer substantial rent abatements, tenant improvements, early termination rights or below-market renewal options to attract new tenants or retain existing tenants. If the rental rates for our properties decrease, or if our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected.

We may be unable to identify and complete acquisitions of properties that meet our investment criteria, which may have a material adverse effect on our growth prospects.

Our primary investment strategy involves the acquisition of Class B industrial properties predominantly in secondary markets. These activities require us to identify suitable acquisition candidates or investment opportunities that meet our investment criteria and are compatible with our growth strategies. We may be unable to acquire properties identified as potential acquisition opportunities. Our ability to acquire properties on favorable terms, or at all, may expose us to the following significant risks:

	•	we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;
	•	even if we enter into agreements for the acquisition of properties, these agreements are subject to conditions to closing, which we may be unable to satisfy; and
	•	we may be unable to finance any given acquisition on favorable terms or at all.

If we are unable to finance property acquisitions or acquire properties on favorable terms, or at all, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected. In addition, failure to identify or complete acquisitions of suitable properties could limit our growth.

Our acquisition activities may pose risks that could harm our business.

As a result of our future acquisitions, we may be required to incur debt and expenditures and issue additional common stock or OP units to pay for the acquired properties. These acquisitions may dilute our stockholders’ ownership interests, delay or prevent our profitability and may also expose us to risks such as:

	•	the possibility that we may not be able to successfully integrate any future acquisitions into the Company Portfolio;
	•	the possibility that senior management may be required to spend considerable time negotiating agreements and integrating acquired properties, diverting their attention from our other objectives;
	•	the possibility that we may overpay for a property;
	•	the possible loss or reduction in value of acquired properties; and
	•	the possibility of pre-existing undisclosed liabilities regarding acquired properties, including environmental or asbestos liability, for which our insurance may be insufficient or for which we may be unable to secure insurance coverage.

We cannot assure you that the price for any future acquisitions will be similar to prior acquisitions. If our revenue does not keep pace with these potential acquisition and expansion costs, we may incur net losses. There is no assurance that we will successfully overcome these risks or other problems encountered with acquisitions.

We may obtain limited or no warranties when we purchase a property, which increases the risk that we may lose invested capital in or rental income from such property.

The seller of a property will often sell such property in its “as is” condition on a “where is” basis and “with all faults,” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. Also, many sellers of real estate are single-purpose entities without any other significant assets. The purchase of properties with limited warranties or from undercapitalized sellers increases the risk that we may lose some or all of our invested capital in the property as well as the loss of rental income from such property.

We expect to have significant indebtedness outstanding following this offering, which may expose us to the risk of default under our debt obligations.

Upon completion of this offering, we anticipate that our total consolidated indebtedness will consist of approximately $150 million of indebtedness, which consists of expected borrowings under the AIG Loan and the Torchlight Mezzanine Loan. We may incur significant additional debt to finance future acquisition and development activities.

Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties or to pay the dividends currently contemplated or necessary to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:

	•	our cash flow may be insufficient to meet our required principal and interest payments;
	•	we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs;
	•	we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
	•	we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;
	•	we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and
	•	our default under any loan with cross default provisions could result in a default on other indebtedness.

If any one of these events were to occur, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be materially adversely affected. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Existing Indebtedness.”

We face significant competition for acquisitions of real properties, which may reduce the number of acquisition opportunities available to us and increase the costs of these acquisitions.

The current market for acquisitions of industrial properties in our target markets continues to be extremely competitive. This competition may increase the demand for our target properties and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such acquisition properties. We also face significant competition for attractive acquisition opportunities from an indeterminate number of investors, including publicly traded and privately held REITs, private equity investors and institutional investment funds, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices. This competition will increase if investments in real estate become more attractive relative to other forms of investment. Competition for investments may reduce the number of suitable investment opportunities available to us and may have the effect of increasing prices paid for such acquisition properties and/or reducing the rents we can charge and, as a result, adversely affecting our operating results.

We may be unable to source “off-market” or “lightly-marketed” deal flow in the future, which may have a material adverse effect on our growth.

A key component of our investment strategy is to acquire additional industrial real estate assets. We seek to acquire properties before they are widely marketed by real estate brokers. Properties that are acquired in off-market or lightly-marketed transactions are typically more attractive to us as a purchaser because of the absence of a formal sales process, which could lead to higher prices. If we do not have access to off-market or lightly-marketed deal flow in the future, our ability to locate and acquire additional properties in our target markets at attractive prices could be materially adversely affected.

Our future acquisitions may not yield the returns we expect.

Our future acquisitions and our ability to successfully operate the properties we acquire in such acquisitions may be exposed to the following significant risks:

	•	even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
	•	we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
	•	our cash flow may be insufficient to meet our required principal and interest payments;
	•	we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
	•	we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result our results of operations and financial condition could be adversely affected;
	•	market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
	•	we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

If we cannot operate acquired properties to meet our financial expectations, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected.

We are currently in technical violation of one of the covenants under the AIG Loan

We are currently in technical violation of the net worth covenant under the terms of the AIG Loan. Although we are pursuing with the lender to remediate the technical violation, which we believe was the result of a drafting error, we can provide no assurances that the lender will agree with our interpretation of the relevant language in the loan agreement or agree to amend the agreement. If we are not able to negotiate a resolution of the default with our senior lender, the lender could declare all amounts due under the AIG loan immediately due and payable. If we are unable to raise the funds necessary to repay the AIG indebtedness, we could be required to sell all or a substantial portion of the Company Portfolio to satisfy the AIG obligations. In lieu of demanding payment, the senior lender could exercise its rights under the security documents and take possession of all collateral securing the senior loan, including the properties comprising the Company Portfolio. A default under the AIG Loan also constitutes a default under the Torchlight Mezzanine Loan, providing the mezzanine lender with comparable rights and remedies. Any such action would materially and adversely impact our financial condition, results of operations, cash flow and our ability to pay distributions to our stockholders.

High mortgage rates and/or unavailability of mortgage debt may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions we can make.

If mortgage debt is unavailable to us in the future at reasonable rates, we may not be able to finance the purchase of additional properties or refinance our properties on favorable terms or at all. If interest rates are higher when we refinance our properties, our income could be reduced. If any of these events occur, our cash flow could be reduced. This, in turn, could reduce cash available for distribution to our stockholders and materially and adversely affect our ability to raise more capital by issuing additional equity securities or by borrowing more money.

The AIG Loan and the Torchlight Mezzanine Loan, and some of our future financing arrangements are expected to, involve balloon payment obligations, which may adversely affect our financial condition and our ability to make distributions.

Both the AIG Loan and the Torchlight Mezzanine Loan require, and some of our future financing arrangements are expected to, require us to make a lump-sum or “balloon” payment at maturity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Existing Indebtedness.” Our ability to satisfy a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell property securing such financing. At the time the balloon payment is due, we may or may not be able to refinance the existing financing on terms as favorable as the original loan or sell the property at a price sufficient to satisfy the balloon payment. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets. In addition, payments of principal and interest made to service our debts may leave us with insufficient cash to pay the distributions that we are required to pay to maintain our qualification as a REIT.

The AIG Loan and the Torchlight Mezzanine Loan contain, and future indebtedness we incur may contain, various covenants, and the failure to comply with those covenants could materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our common stock.

The AIG Loan and the Torchlight Mezzanine Loan contain, and any future indebtedness we incur, including debt assumed pursuant to property acquisitions, may contain, certain covenants, which, among other things, restrict our activities, including, as applicable, our ability to sell the underlying property without the consent of the holder of such indebtedness, to repay or defease such indebtedness or to engage in mergers or consolidations that result in a change in control of our company. We may also be subject to financial and operating covenants. Failure to comply with any of these covenants would likely result in a default under the applicable indebtedness that would permit the acceleration of amounts due thereunder and under other indebtedness and foreclosure of properties, if any, serving as collateral therefor.

The AIG Loan and the Torchlight Mezzanine Loan are secured by the Company Portfolio and the equity of Plymouth Industrial 20, respectively, so a default under either of these loan documents could result in a loss of the Company Portfolio.

The AIG Loan is secured by a first lien mortgage on each of the properties in the Company Portfolio. A default under the AIG Loan could result in the foreclosure on all, or a material portion, of the Company Portfolio, which could leave us with insufficient cash to make debt service payments on the Torchlight Mezzanine Loan and to make distributions to our stockholders. In addition, the Torchlight Mezzanine Loan is secured by a pledge of our equity interests in Plymouth Industrial 20, which is the sole member of each of the owners of the Company Portfolio. As a result, a default under the Torchlight Mezzanine Loan could result in the loss of all of our equity in Plymouth Industrial 20, resulting in the loss of all cash flow from the Company Portfolio.

The AIG Loan and the Torchlight Mezzanine Loan restrict our ability to engage in some business activities, which could put us at a competitive disadvantage and materially adversely affect our results of operations and financial condition.

The AIG Loan and the Torchlight Mezzanine Loan contain customary negative covenants and other financial and operating covenants that, among other things:

	•	restrict our ability to incur additional indebtedness;
	•	restrict our ability to dispose of properties;
	•	restrict our ability to make certain investments;
	•	restrict our ability to enter into material agreements;
	•	limit our ability to make capital expenditures;

	•	require us to maintain a specified amount of capital in Plymouth Industrial 20;
	•	restrict our ability to merge with another company;
	•	restrict our ability to make distributions to stockholders; and
	•	require us to maintain financial coverage and leverage ratios.

These limitations will restrict our ability to engage in some business activities, which could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock. In addition, our proposed revolving credit facility may contain specific cross-default provisions with respect to specified other indebtedness, giving the lenders the right to declare a default if we are in default under other loans in some circumstances.

Future mortgage and other secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

Incurring mortgage and other secured debt obligations increases our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of the Company Portfolio. For tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.

We may not be able to successfully operate our business or generate sufficient cash flows to make or sustain distributions to our stockholders as a publicly traded company or maintain our qualification as a REIT.

We may not be able to successfully operate our business or implement our operating policies and investment strategy as described in this prospectus. Failure to operate successfully as a listed public company, to develop and implement appropriate control systems and procedures in accordance with the Sarbanes-Oxley Act or maintain our qualification as a REIT would have an adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock. See “—Risks Related to Our Status as a REIT—Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our common stock.” Furthermore, we may not be able to generate sufficient cash flows to pay our operating expenses, service any debt we may incur in the future and make distributions to our stockholders. Our ability to successfully operate our business and implement our operating policies and investment strategy will depend on many factors, including:

	•	the availability of, and our ability to identify, attractive acquisition opportunities consistent with our investment strategy;
	•	our ability to contain renovation, maintenance, marketing and other operating costs for our properties;
	•	our ability to maintain high occupancy rates and target rent levels;
	•	costs that are beyond our control, including title litigation, litigation with tenants, legal compliance, real estate taxes and insurance; interest rate levels and volatility, such as the accessibility of short- and long-term financing on desirable terms; and
	•	economic conditions in our target markets as well as the condition of the financial and real estate markets and the economy generally.

Upon completion of this offering, even though we will be an “emerging growth company” as defined in the JOBS Act and therefore may take advantage of various exemptions to public reporting requirements (see “—We are an ‘emerging growth company,’ and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors”), we will still be required to implement substantial control systems and procedures in order to maintain our qualification as a REIT, satisfy our periodic and current reporting requirements under applicable SEC regulations and comply with the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd Frank, and the NYSE or other relevant listing standards. As a result, we will incur significant legal, accounting and other expenses, particularly after we are no longer an “emerging growth company,” and our management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations and establish the corporate infrastructure and control systems and procedures demanded of a publicly traded REIT. These costs and time commitments could be substantially more than we currently expect.

The Stockholders Agreement will grant Torchlight certain rights that may restrain our ability to take various actions in the future.

Immediately upon completion of this offering and the Torchlight Transactions, we intend to enter into the Stockholders Agreement with Torchlight in order to establish various arrangements and restrictions with respect to governance of our company and certain rights that will be granted to the Torchlight in connection with the Torchlight Transactions. Torchlight’s rights under the Stockholders Agreement may cause our interests to be different from those of our stockholders. Pursuant to the terms of the Stockholders Agreement, within 30 days of the closing of this offering and the Torchlight Transactions, and as long as Torchlight maintains record ownership of at least 2.5% of our then outstanding shares of common stock, Torchlight will be entitled to nominate one director to our board of directors. In connection with this board nomination right, the size of our board will be increased to seven directors and the vacancy will be filled by Torchlight’s nominee.

In addition, the Stockholders Agreement will provide that, for so long as Torchlight’s level of record ownership is equal to or greater than 2.5% of our outstanding common stock, we will be prohibited from issuing preferred stock of any class.

Under the Stockholders Agreement, Torchlight is also entitled, subject to certain exceptions, to certain customary registration rights pursuant to which we may be required to file a registration statement or allow Torchlight to participate in further offerings of our common stock. In addition, Torchlight will have a pre-emptive right to participate in future issuances of common stock by the company for so long as Torchlight maintains record ownership of at least 2.5% of our outstanding common stock. These rights may reduce our ability to raise capital through the equity capital markets in the future because we will be required to accommodate sales of our common stock by Torchlight. See “Shares Eligible for Future Sale.”

If Torchlight’s record ownership of our outstanding common stock falls below the percentage threshold set forth above, Torchlight will promptly cause its nominated director to resign from our board of directors and all of the rights set forth above shall be terminated, even if Torchlight subsequently acquires additional shares of our common stock through the exercise of warrants or otherwise. See “Certain Relationships and Related Transactions—Stockholders Agreement with Torchlight.”

We face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties.

We compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer more substantial rent abatements, tenant improvements, early termination rights or below-market renewal options in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the value of, our common stock could be adversely affected.

We may be required to make rent or other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants, causing our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock to be adversely affected.

In order to attract and retain tenants, we may be required to make rent or other concessions to tenants, accommodate requests for renovations, build-to-suit remodeling and other improvements or provide additional services to our tenants. Additionally, when a tenant at one of our properties does not renew its lease or otherwise vacates its space, it is likely that, in order to attract one or more new tenants, we will be required to expend funds for improvements in the vacated space. As a result, we may have to make significant capital or other expenditures in order to retain tenants whose leases expire and to attract new tenants in sufficient numbers. Additionally, we may need to raise capital to make such expenditures. If we are unable to do so or if capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases, which could have an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

A substantial majority of the leases in the Company Portfolio are with tenants who have non-investment grade credit ratings, which may result in our leasing to tenants that are more likely to default in their obligations to us than an entity with an investment grade credit rating.

A substantial majority of the leases in the Company Portfolio are with tenants who have non-investment grade credit ratings. The ability of a non-investment grade tenant to meet its obligations to us cannot be considered as well assured as that of an investment grade tenant. All of our tenants may face exposure to adverse business or economic conditions which could lead to an inability to meet their obligations to us. However, non-investment grade tenants may not have the financial capacity or liquidity to adapt to these conditions or may have less diversified businesses, which may exacerbate the effects of adverse conditions on their businesses. Moreover, the fact that so many of our tenants are not investment grade may cause investors or lenders to view our cash flows as less stable, which may increase our cost of capital, limit our financing options or adversely affect the trading price of our common stock.

The actual rents we receive for the Company Portfolio may be less than our asking rents, and we may experience lease roll down from time to time.

As a result of various factors, including competitive pricing pressure in our submarkets, adverse conditions in our target markets, a general economic downturn and a decline in the desirability of our properties compared to other properties in our submarkets, we may be unable to realize the asking rents for properties in the Company Portfolio. In addition, the degree of discrepancy between our asking rents and the actual rents we are able to obtain may vary both from property to property and among different leased spaces within a single property. If we are unable to obtain rental rates comparable to our asking rents for the properties in the Company Portfolio, our ability to generate cash flow growth will be negatively impacted. In addition, depending on fluctuations in asking rental rates at any given time, from time to time rental rates for expiring leases in the Company Portfolio may be higher than starting rental rates for new leases.

We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.

In the future, we may acquire properties or portfolios of properties through tax-deferred contribution transactions in exchange for partnership interests in our operating partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we are able to deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.

Any real estate development and re-development activities are subject to risks particular to development and re-development.

We may engage in development and redevelopment activities with respect to certain of our properties. To the extent that we do so, we will be subject to the following risks associated with such development and redevelopment activities:

	•	unsuccessful development or redevelopment opportunities could result in direct expenses to us;
	•	construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable;
	•	time required to complete the construction or redevelopment of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;
	•	contractor and subcontractor disputes, strikes, labor disputes or supply disruptions;
	•	failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all;
	•	delays with respect to obtaining or the inability to obtain necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws;
	•	occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
	•	our ability to dispose of properties developed or redeveloped with the intent to sell could be impacted by the ability of prospective buyers to obtain financing given the current state of the credit markets; and
	•	the availability and pricing of financing to fund our development activities on favorable terms or at all.

These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development or redevelopment activities once undertaken, any of which could have an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

Our success depends on key personnel whose continued service is not guaranteed, and the departure of one or more of our key personnel could adversely affect our ability to manage our business and to implement our growth strategies, or could create a negative perception in the capital markets.

Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly Messrs. Witherell and White, who have extensive market knowledge and relationships and exercise substantial influence over our operational, financing, acquisition and disposition activity.

Our ability to retain our senior management, particularly Messrs. Witherell and White, or to attract suitable replacements should any member of our senior management leave, is dependent on the competitive nature of the employment market. We have not obtained and do not expect to obtain key man life insurance on any of our key personnel. The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants. Further, the loss of a member of our senior management team could be negatively perceived in the capital markets. Any of these developments could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the value of, our common stock.

Potential losses, including from adverse weather conditions and natural disasters, may not be covered by insurance.

We will carry commercial property, liability and terrorism coverage on all the properties in the Company Portfolio under a blanket insurance policy, in addition to other coverages that may be appropriate for certain of our properties. We will select policy specifications and insured limits that we believe to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. Some of our policies will be insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses, which could affect certain of our properties that are located in areas particularly susceptible to natural disasters. In addition, we may discontinue terrorism or other insurance on some or all of our properties in the future if the cost of premiums for any such policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. We will not carry insurance for certain types of extraordinary losses, such as loss from riots, war, earthquakes and wildfires because such coverage may not be available or is cost prohibitive or available at a disproportionately high cost. As a result, we may incur significant costs in the event of loss from riots, war, earthquakes, wildfires and other uninsured losses.

If we or one or more of our tenants experiences a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Furthermore, we may not be able to obtain adequate insurance coverage at reasonable costs in the future as the costs associated with property and casualty renewals may be higher than anticipated.

We may not be able to rebuild the Company Portfolio to its existing specifications if we experience a substantial or comprehensive loss of such properties.

In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications. Further, reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. Environmental and legal restrictions could also restrict the rebuilding of our properties.

Existing conditions at some of our properties may expose us to liability related to environmental matters.

Independent environmental consultants conducted a Phase I or similar environmental site assessment of our properties at the time of their acquisition or in connection with subsequent financings. Such Phase I or similar environmental site assessments are limited in scope and may not include or identify all potential environmental liabilities or risks associated with the relevant properties. We have not obtained and do not intend to obtain new or updated Phase I or similar environmental site assessments in connection with this offering, which may expose us to liability related to unknown or unanticipated environmental matters. Unless required by applicable laws or regulations, we may not further investigate, remedy or ameliorate the liabilities disclosed in the existing Phase I or similar environmental site assessments and this failure may expose us to liability in the future.

We may be unable to sell a property if or when we decide to do so.

We expect to hold the various real properties until such time as we decide that a sale or other disposition is appropriate. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. We cannot predict the various market conditions affecting the industrial real estate market which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the future disposition of our properties, we cannot assure you that we will be able to sell our properties at a profit in the future, which could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the value of, our common stock.

Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct such defects or to make such improvements.

Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.

We may co-invest in the future with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In such event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives, and they may have competing interests in our markets that could create conflict of interest issues. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. In addition, prior consent of our joint venture partners may be required for a sale or transfer to a third party of our interests in the joint venture, which would restrict our ability to dispose of our interest in the joint venture. If we become a limited partner or non-managing member in any partnership or limited liability company and such entity takes or expects to take actions that could jeopardize our company’s status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our joint ventures may be subject to debt and, in the current volatile credit market, the refinancing of such debt may require equity capital calls.

If we fail to implement and maintain an effective system of integrated internal controls, or to remediate the material weaknesses we have identified in our internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results.

As a publicly traded company, we will be required to comply with the applicable provisions of the Sarbanes-Oxley Act, which requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting and effective disclosure controls and procedures for making required filings with the SEC. Effective internal and disclosure controls are necessary for us to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed.

The process for designing and implementing an effective system of integrated internal controls is a continuous effort that requires significant resources and devotion of time, and material weaknesses in our internal controls also may result in certain deficiencies in our disclosure controls and procedures. As part of the ongoing monitoring of internal controls required of publicly traded companies, and in connection with management’s evaluation of our internal control over financial reporting and disclosure controls and procedures as of December 31, 2016, we identified material weaknesses in our internal controls and our disclosure controls and procedures. In particular, we identified as a material weakness that we did not have a sufficient number of adequately trained technical accounting and external reporting personnel to support stand-alone external financial reporting under SEC requirements. Although we have developed and are in the process of implementing a remediation plan for the identified material weaknesses, we can provide no assurances that our remediation plan will adequately remediate the identified material weakness. The Company continues to evaluate what additional policies and procedures may be necessary, how to most effectively communicate the policies and procedures to its personnel and how to improve our financial reporting system. We expect that work on the plan to remediate the identified weaknesses will continue throughout 2017, as financial resources permit.

There is no assurance that we will be successful in remediating the identified deficiencies in our internal controls or that we will be successful in remediating any additional deficiencies that may arise in the future. If the remedial measures we are implementing are insufficient to address any of the identified material weaknesses or are not implemented effectively, or additional deficiencies arise in the future, material misstatements in our interim or annual financial statements may occur in the future. Among other things, any unremediated material weaknesses could result in material post-closing adjustments in future financial statements. In addition, as an “emerging growth company,” our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until the date we are no longer an “emerging growth company,” which may be up until December 31, 2017.

Any failure to maintain effective controls or timely effect any necessary improvement of our internal and disclosure controls could harm operating results or cause us to fail to meet our reporting obligations, which could adversely affect our ability to remain listed with the NYSE. Ineffective internal and disclosure controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the per share trading price of our common stock.

Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.

In order to maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we intend to rely on third-party sources to fund our capital needs. We may not be able to obtain such financing on favorable terms or at all and any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:

	•	general market conditions;
	•	the market’s perception of our growth potential;
	•	our current debt levels;
	•	our current and expected future earnings;
	•	our cash flow and cash distributions; and
	•	the market price per share of our common stock.

In recent years, the capital markets have been subject to significant disruptions. If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of the Company Portfolio, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company until the earliest to occur of:

	•	the last day of the fiscal year during which our total annual revenue equals or exceeds $1 billion (subject to adjustment for inflation);
	•	the last day of the fiscal year ending December 31, 2017;
	•	the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or
	•	the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our per share trading price may be adversely affected and more volatile.

Risks Related to the Real Estate Industry

Our performance and value are subject to risks associated with real estate assets and the real estate industry.

Our ability to pay expected dividends to our stockholders depends on our ability to generate revenues in excess of expenses, scheduled principal payments on debt and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties. These events include many of the risks set forth above under “—Risks Related to Our Business and Operations,” as well as the following:

	•	local oversupply or reduction in demand for industrial space;
	•	adverse changes in financial conditions of buyers, sellers and tenants of properties;
	•	vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options, and the need to periodically repair, renovate and re-lease space;
	•	increased operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes;
	•	civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, floods and wildfires, which may result in uninsured or underinsured losses;
	•	decreases in the underlying value of our real estate; changing submarket demographics; and
	•	changing traffic patterns.

In addition, periods of economic downturn or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases, which would adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

The real estate investments made, and to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in the Company Portfolio in response to changing economic, financial and investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. Our ability to dispose of one or more properties within a specific time period is subject to the possible weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.

In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary the Company Portfolio in response to economic or other conditions promptly or on favorable terms, which may adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

Declining real estate valuations and impairment charges could materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our common stock.

We intend to review the carrying value of our properties when circumstances, such as adverse market conditions, indicate a potential impairment may exist. We intend to base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the property’s use and eventual disposition on an undiscounted basis. We intend to consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If our evaluation indicates that we may be unable to recover the carrying value of a real estate investment, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property.

Impairment losses have a direct impact on our operating results because recording an impairment loss results in an immediate negative adjustment to our operating results. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market may cause us to reevaluate the assumptions used in our impairment analysis. Impairment charges could materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our common stock.

Adverse economic conditions and the dislocation in the credit markets could materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our common stock.

Ongoing challenging economic conditions have negatively impacted the lending and capital markets, particularly for real estate. The capital markets have experienced significant adverse conditions in recent years, including a substantial reduction in the availability of, and access to, capital. The risk premium demanded by lenders has increased markedly, as they are demanding greater compensation for risk, and underwriting standards have been tightened. In addition, failures and consolidations of certain financial institutions have decreased the number of potential lenders, resulting in reduced lending sources available to the market. These conditions may limit the amount of indebtedness we are able to obtain and our ability to refinance our indebtedness, and may impede our ability to develop new properties and to replace construction financing with permanent financing, which could result in our having to sell properties at inopportune times and on unfavorable terms. If these conditions continue, our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our common stock could be materially adversely affected.

The lack of availability of debt financing may require us to rely more heavily on additional equity issuances, which may be dilutive to our current stockholders, or on less efficient forms of debt financing. Additionally, the limited amount of financing currently available may reduce the value of our properties and limit our ability to borrow against such properties, which could materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our common stock.

Acquired properties may be located in new markets where we may face risks associated with investing in an unfamiliar market.

We have acquired, and may continue to acquire, properties in markets that are new to us. When we acquire properties located in new markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures.

We may choose not to distribute the proceeds of any sales of real estate to our stockholders, which may reduce the amount of our cash distributions to stockholders.

We may choose not to distribute any proceeds from the sale of real estate investments to our stockholders. Instead, we may elect to use such proceeds to:

	•	acquire additional real estate investments;
	•	repay debt;
	•	buy out interests of any partners in any joint venture in which we are a party;
	•	create working capital reserves; or
	•	make repairs, maintenance, tenant improvements or other capital improvements or expenditures on our other properties.

Any decision to retain or invest the proceeds of any sales, rather than distribute such proceeds to our stockholders may reduce the amount of cash distributions you receive on your common stock.

Uninsured losses relating to real property may adversely affect your returns.

We attempt to ensure that all of our properties are adequately insured to cover casualty losses. However, there are certain losses, including losses from floods, earthquakes, wildfires, acts of war, acts of terrorism or riots, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. In addition, changes in the cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of our properties incurs a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential revenue in these properties and could potentially remain obligated under any recourse debt associated with the property. Moreover, we, as the general partner of our operating partnership, generally will be liable for all of our operating partnership’s unsatisfied recourse obligations, including any obligations incurred by our operating partnership as the general partner of joint ventures. Any such losses could adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our common stock. In addition, we may have no source of funding to repair or reconstruct the damaged property, and we cannot assure you that any such sources of funding will be available to us for such purposes in the future. We evaluate our insurance coverage annually in light of current industry practice through an analysis prepared by outside consultants.

Our property taxes could increase due to property tax rate changes or reassessment, which could adversely impact our cash flows.

Even if we maintain our qualification as a REIT for federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. The amount of property taxes we pay in the future may increase substantially from what we have paid in the past. If the property taxes we pay increase, our cash flow would be adversely impacted to the extent that we are not reimbursed by tenants for those taxes, and our ability to pay any expected dividends to our stockholders could be adversely affected.

We could incur significant costs related to government regulation and litigation over environmental matters.

Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating to or from such property, including costs to investigate, clean up such contamination and liability for harm to natural resources. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. These liabilities could be substantial and the cost of any required remediation, removal, fines or other costs could exceed the value of the property and/or our aggregate assets. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and/or personal, property, or natural resources damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.

Some of the properties in the Company Portfolio have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials.

From time to time, we may acquire properties with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. We usually perform a Phase I environmental site assessment at any property we are considering acquiring. In connection with certain financing transactions our lenders have commissioned independent environmental consultants to conduct Phase I environmental site assessments on the properties in the Company Portfolio. However, we have not always received copies of the Phase I environmental site assessment reports commissioned by our lenders and, as such, may not be aware of all potential or existing environmental contamination liabilities at the properties in the Company Portfolio. In addition, Phase I environmental site assessments are limited in scope and do not involve sampling of soil, soil vapor, or groundwater, and these assessments may not include or identify all potential environmental liabilities or risks associated with the property. Even where subsurface investigation is performed, it can be very difficult to ascertain the full extent of environmental contamination or the costs that are likely to flow from such contamination. We cannot assure you that the Phase I environmental site assessment or other environmental studies identified all potential environmental liabilities, or that we will not face significant remediation costs or other environmental contamination that makes it difficult to sell any affected properties. Also, we have not always implemented actions recommended by these assessments, and recommended investigation and remediation of known or suspected contamination has not always been performed. As a result, we could potentially incur material liability for these issues, which could adversely impact our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our common stock.

Environmental laws also govern the presence, maintenance and removal of asbestos-containing building materials, or ACBM, and may impose fines and penalties for failure to comply with these requirements. Such laws require that owners or operators of buildings containing ACBM (and employers in such buildings) properly manage and maintain the asbestos, adequately notify or train those who may come into contact with asbestos, and undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. In addition, the presence of ACBM in our properties may expose us to third-party liability ( e.g ., liability for personal injury associated with exposure to asbestos).

In addition, the properties in the Company Portfolio also are subject to various federal, state and local environmental and health and safety requirements, such as state and local fire requirements. Moreover, some of our tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject us or our tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to us. In addition, changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect our operations, or those of our tenants, which could in turn have an adverse effect on us.

We cannot assure you that costs or liabilities incurred as a result of environmental issues will not affect our ability to make distributions to you or that such costs or other remedial measures will not have an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock. If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties.

Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury is alleged to have occurred.

We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties.

The properties in the Company Portfolio are subject to various covenants and federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances and zoning restrictions may restrict our use of our properties and may require us to obtain approval from local officials or restrict our use of our properties and may require us to obtain approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of the Company Portfolio. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement requirements. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Our growth strategy may be adversely affected by our ability to obtain permits, licenses and zoning relief. Our failure to obtain such permits, licenses and zoning relief or to comply with applicable laws could have an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

In addition, federal and state laws and regulations, including laws such as the Americans with Disabilities Act, or ADA, and the Fair Housing Amendment Act of 1988, or FHAA, impose further restrictions on our properties and operations. Under the ADA and the FHAA, all public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently be in non-compliance with the ADA or the FHAA. If one or more of the properties in the Company Portfolio is not in compliance with the ADA, the FHAA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance, including the removal of access barriers, and we might incur governmental fines or the award of damages to private litigants. In addition, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will adversely impact our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

Risks Related to Our Organizational Structure

Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of OP units, which may impede business decisions that could benefit our stockholders.

Additionally, the partnership agreement provides that we generally will not be liable to our operating partnership or any partner for any action or omission taken in our capacity as general partner, for the debts or liabilities of our operating partnership or for the obligations of the operating partnership under the partnership agreement, except for liability for our fraud, willful misconduct or gross negligence, pursuant to any express indemnity we may give to our operating partnership or in connection with a redemption as described in “Description of the Partnership Agreement of Plymouth Industrial OP, LP—Exchange Rights.” Our operating partnership must indemnify us, our directors and officers, officers of our operating partnership and our designees from and against any and all claims that relate to the operations of our operating partnership, unless (1) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the person actually received an improper personal benefit in violation or breach of the partnership agreement or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our operating partnership must also pay or reimburse the reasonable expenses of any such person in advance of a final disposition of the proceeding upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our operating partnership is not required to indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our operating partnership on any portion of any claim in the action.

Our charter and bylaws, the partnership agreement of our operating partnership and Maryland law contain provisions that may delay, defer or prevent a change of control transaction.

Our charter contains certain ownership limits with respect to our stock. Our charter authorizes our board of directors to take such actions as it determines are advisable, in its sole and absolute discretion, to preserve our qualification as a REIT. Our charter also prohibits the actual, beneficial or constructive ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock, in each case excluding any shares that are not treated as outstanding for federal income tax purposes. Our board of directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from these ownership limits if certain conditions are satisfied. The restrictions on ownership and transfer of our stock may:

	•	discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; or
	•	result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.

We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval. Our board of directors, without stockholder approval, has the power under our charter to amend our charter to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the terms of such newly classified or reclassified shares. See “Description of Stock—Power to Increase or Decrease Authorized Shares of Common Stock and Issue Additional Shares of Common and Preferred Stock.” As a result, we may issue classes or series of common stock or preferred stock with preferences, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. Although our board of directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.

Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. Certain provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

•

“business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period; and

•

“control share” provisions that provide that holders of “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise voting power in the election of directors within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of the voting power of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

As permitted by the MGCL, our bylaws provide that we will not be subject to the control share provisions of the MGCL and our board of directors has, by resolution, exempted us from the business combination between us and any other person. However, we cannot assure you that our board of directors will not revise the bylaws or such resolution in order to be subject to such business combination and control share provisions in the future. Notwithstanding the foregoing, an alteration or repeal of the board resolution exempting such business combinations will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal.

Certain provisions of the MGCL permit the board of directors of a Maryland corporation with at least three independent directors and a class of stock registered under the Exchange Act without stockholder approval and regardless of what is currently provided in its charter or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for our company or of delaying, deferring or preventing a change in control under circumstances that otherwise could provide the holders of shares of our stock with the opportunity to realize a premium over the then current market price.

Certain provisions in the partnership agreement of our operating partnership may delay or prevent unsolicited acquisitions of us. Provisions of the partnership agreement of our operating partnership may delay or make more difficult unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders or limited partners might consider such proposals, if made, desirable. These provisions include, among others:

	•	redemption rights of qualifying parties;
	•	a requirement that we may not be removed as the general partner of our operating partnership without our consent;
	•	transfer restrictions on OP units;
	•	our ability, as general partner, in some cases, to amend the partnership agreement and to cause our operating partnership to issue additional partnership interests with terms that could delay, defer or prevent a merger or other change of control of us or our operating partnership without the consent of our stockholders or the limited partners; and
	•	the right of the limited partners to consent to certain transfers of our general partnership interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise).

Our charter and bylaws, the partnership agreement of our operating partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. See “Description of the Partnership Agreement of Plymouth Industrial OP, LP—Transferability of Interests,” “Material Provisions of Maryland Law and of Our Charter and Bylaws—Removal of Directors,” “—Control Share Acquisitions” and “—Advance Notice of Director Nominations and New Business.”

Our board of directors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our investment and financing policies are exclusively determined by our board of directors. Accordingly, our stockholders do not control these policies. Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our board of directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across the Company Portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regard to the foregoing could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:

	•	actual receipt of an improper benefit or profit in money, property or services; or
	•	active and deliberate dishonesty by the director or officer that was established by a final judgment and was material to the cause of action adjudicated.

In addition, our charter authorizes us to obligate our company, and our bylaws require us, to indemnify our directors and officers for actions taken by them in those and certain other capacities to the maximum extent permitted by Maryland law in effect from time to time. Generally, Maryland law permits a Maryland corporation to indemnify its present and former directors and officers except in instances where the person seeking indemnification acted in bad faith or with active and deliberate dishonesty, actually received an improper personal benefit in money, property or services or, in the case of a criminal proceeding, had reasonable cause to believe that his or her actions were unlawful. Under Maryland law, a Maryland corporation also may not indemnify a director or officer in a suit by or on behalf of the corporation in which the director or officer was adjudged liable to the corporation or for a judgment of liability on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct; however, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, your ability to recover damages from such director or officer will be limited. See “Material Provisions of Maryland law and of Our Charter and Bylaws—Indemnification and Limitation of Directors’ and Officers’ Liability.”

We are a holding company with no direct operations and, as such, we will rely on funds received from our operating partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our operating partnership and its subsidiaries.

We are a holding company and will conduct substantially all of our operations through our operating partnership. We do not have, apart from an interest in our operating partnership, any independent operations. As a result, we will rely on distributions from our operating partnership to pay any dividends we might declare on shares of our common stock. We will also rely on distributions from our operating partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our operating partnership. In addition, because we are a holding company, your claims as stockholders will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our operating partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating partnership and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and our operating partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.

Our operating partnership may issue additional OP units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our operating partnership and would have a dilutive effect on the amount of distributions made to us by our operating partnership and, therefore, the amount of distributions we can make to our stockholders.

After giving effect to this offering, we will own 100% of the outstanding OP units and we may, in connection with our acquisition of properties or otherwise, cause our operating partnership to issue additional OP units to third parties. Such issuances would reduce our ownership percentage in our operating partnership and affect the amount of distributions made to us by our operating partnership and, therefore, the amount of distributions we can make to our stockholders. Because you will not directly own OP units, you will not have any voting rights with respect to any such issuances or other partnership level activities of our operating partnership.

Risks Related to Our Status as a REIT

Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our common stock.

We have elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2012 and have operated in a manner that we believe will allow us to maintain our qualification as a REIT. We cannot assure you that we will remain qualified as a REIT in the future. If we lose our REIT qualification, we will face serious tax consequences that would substantially reduce the funds available for distribution to you for each of the years involved because:

	•	we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;
	•	we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and
	•	unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.

Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to stockholders. In addition, if we fail to maintain our qualification as a REIT, we will not be required to make distributions to our stockholders. As a result of all these factors, our failure to maintain our qualification as a REIT also could impair our ability to expand our business and raise capital, and could materially and adversely affect the per share trading price of our common stock.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Code, or the Treasury regulations, is greater in the case of a REIT that, like us, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to maintain our qualification as a REIT, we must satisfy a number of requirements, including requirements regarding the ownership of our stock, requirements regarding the composition of our assets and a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains and losses. In addition, legislation, new regulations, administrative interpretations or court decisions may materially adversely affect our investors, our ability to maintain our qualification as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.

Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property as a dealer. In addition, any taxable REIT subsidiaries that we own will be subject to tax as regular C corporations in the jurisdictions in which they operate.

If our operating partnership failed to qualify as a partnership or a disregarded entity for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.

We believe that our operating partnership will be treated as a partnership or a disregarded entity for federal income tax purposes. As a disregarded entity, our operating partnership will not be subject to federal income tax on its income. Rather, its income will be attributed to us as the sole owner for federal income tax purposes of the operating partnership. During periods in which our operating partnership has limited partners other than Plymouth OP Limited, LLC, the operating partnership will be treated as a partnership for federal income tax purposes. As a partnership, our operating partnership would not be subject to federal income tax on its income. Instead, each of its partners would be allocated, and may be required to pay tax with respect to, its share of our operating partnership’s income. We cannot assure you, however, that the Internal Revenue Service, or the IRS will not challenge the status of our operating partnership or any other subsidiary partnership in which we own an interest as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to maintain our qualification as a REIT. Also, if our operating partnership or any subsidiary partnerships were treated as entities taxable as corporations, such entities could become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

Our taxable REIT subsidiaries will be subject to federal income tax, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our taxable REIT subsidiaries are not conducted on arm’s length terms.

We will own an interest in one or more taxable REIT subsidiaries, and may acquire securities in additional taxable REIT subsidiaries in the future. A taxable REIT subsidiary is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiary is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s length basis.

To maintain our REIT qualification, we may be forced to borrow funds during unfavorable market conditions.

To maintain our qualification as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to the dividends paid deduction and excluding net capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our REIT taxable income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Accordingly, we may not be able to retain sufficient cash flow from operations to meet our debt service requirements and repay our debt. Therefore, we may need to raise additional capital for these purposes, and we cannot assure you that a sufficient amount of capital will be available to us on favorable terms, or at all, when needed, which would materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our common stock. Further, in order to maintain our REIT qualification and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the per share trading price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the per share trading price of our common stock.

The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.

To maintain our qualification as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (1) sell assets in adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could have an adverse effect on our business results, profitability and ability to execute our business plan. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.

Changes to the U.S. federal income tax laws, including the enactment of certain proposed tax reform measures, could have an adverse impact on our business and financial results.

Numerous changes to the U.S. federal income tax laws are proposed regularly. Moreover, legislative and regulatory changes may be more likely in the 115th Congress because the Presidency and such Congress will be controlled by the same political party and significant reform of the Code has been described publicly as a legislative priority. Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain such changes could have an adverse impact on our business and financial results. For example, certain proposals set forth in Trump administration and House Republican tax plans could reduce the relative competitive advantage of operating as a REIT unless accompanied by responsive changes to the REIT rules. These proposals include: the lowering of income tax rates on individuals and corporations, which could ease the burden of double taxation on corporate dividends and make the single level of taxation on REIT distributions relatively less attractive; allowing the expensing of capital expenditures, which could have a similar impact and also could result in the bunching of taxable income and required distributions for REITs; and further limiting or eliminating the deductibility of interest expense, which could disrupt the real estate market and could increase the amount of REIT taxable income that must be distributed as dividends to shareholders.

We cannot predict whether, when or to what extent new U.S. federal tax laws, regulations, interpretations or rulings will be issued, nor is the long-term impact of proposed tax reforms on the real estate investment industry or REITs clear. Prospective investors are urged to consult their tax advisors regarding the effect of potential changes to the U.S. federal tax laws on an investment in our shares.

Risks Related to our Common Stock and this Offering

There has been no public market for our common stock prior to this offering and an active trading market for our common stock may not develop following this offering.

Prior to this offering, there has not been any public market for our common stock, and there can be no assurance that an active trading market will develop or be sustained or that shares of our common stock will be resold at or above the public offering price. We have applied to have our common stock listed on the NYSE under the symbol “PLYM.” The public offering price of our common stock has been determined by agreement among us and the underwriters, but there can be no assurance that our common stock will not trade below the public offering price following the completion of this offering. See “Underwriting.” The per share trading price of our common stock could be substantially affected by general market conditions, including the extent to which a secondary market develops for our common stock following the completion of this offering, the extent of institutional investor interest in us, the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate-based companies), our financial performance and general stock and bond market conditions.

We may be unable to make distributions at expected levels, and we may be required to borrow funds to make distributions.

We may be unable to pay our estimated annual distribution to stockholders out of cash available for distribution. If sufficient cash is not available for distribution from our operations, we may have to fund distributions from working capital, borrow to provide funds for such distributions, or reduce the amount of such distributions. If cash available for distribution generated by our assets is less than our current estimate, or if such cash available for distribution decreases in future periods from expected levels, our inability to make the expected distributions could result in a decrease in the market price of our common stock. In the event the underwriters’ over-allotment option is exercised, pending investment of the proceeds therefrom, our ability to pay such distributions out of cash from our operations may be further materially adversely affected.

Our ability to make distributions may also be limited by our proposed revolving credit facility. Under the anticipated terms of our proposed revolving credit facility, our distributions may not exceed the greater of (i) 95% of our FFO or (ii) the amount required for us to maintain our status as a REIT and avoid the payment of federal or state income or excise tax. Additionally, if a default or event of default occurs and is continuing, we may be precluded from making certain distributions (other than those required to allow us to maintain our status as a REIT).

All distributions will be made at the discretion of our board of directors and will be based upon, among other factors, our earnings and financial condition, maintenance of REIT qualification, the applicable restrictions contained in the MGCL and such other factors as our board may determine in its sole discretion. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. If we decide to make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in its shares, and thereafter as gain on a sale or exchange of such shares. See “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Considerations for Holders of Our Common Stock.” If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

The market price and trading volume of our common stock may be volatile following this offering.

Even if an active trading market develops for our common stock, the per share trading price of our common stock may be volatile. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the per share trading price of our common stock declines significantly, you may be unable to resell your shares at or above the public offering price. We cannot assure you that the per share trading price of our common stock will not fluctuate or decline significantly in the future.

Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

	•	actual or anticipated variations in our quarterly operating results or dividends;
	•	changes in our funds from operations or earnings estimates;
	•	publication of research reports about us or the real estate industry;
	•	increases in market interest rates that lead purchasers of our shares to demand a higher yield;
	•	changes in market valuations of similar companies;
	•	adverse market reaction to any additional debt we incur in the future;
	•	additions or departures of key management personnel;
	•	actions by institutional stockholders;
	•	speculation in the press or investment community;
	•	the realization of any of the other risk factors presented in this prospectus;
	•	the extent of investor interest in our securities;
	•	the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
	•	our underlying asset value;
	•	investor confidence in the stock and bond markets, generally;
	•	changes in tax laws;
	•	future equity issuances;
	•	failure to meet earnings estimates;
	•	failure to maintain our qualification as a REIT;
	•	changes in our credit ratings; and
	•	general market and economic conditions.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

Market interest rates may have an effect on the per share trading price of our common stock.

One of the factors that will influence the price of our common stock will be the dividend yield on the common stock (as a percentage of the price of our common stock) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of our common stock to expect a higher dividend yield and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common stock to decrease.

The number of shares of our common stock available for future issuance or sale could adversely affect the per share trading price of our common stock.

We are offering shares of our common stock as described in this prospectus. Upon completion of this offering and the Torchlight Transactions, we will have outstanding approximately million shares of our common stock. Of these shares, the shares sold in this offering will be freely tradable, except for any shares purchased in this offering by our affiliates, as that term is defined by Rule 144 under the Securities Act. Upon completion of this offering, our directors and management and their affiliates will beneficially own shares or % of our common stock. In connection with this offering, we have entered into a lock-up agreement that prevents us from offering additional common stock until 180 days after the date of this prospectus, as described in “Underwriting.” Our executive officers and directors may sell the shares of our common stock that they own or are granted in connection with the offering at any time following the expiration of the lock-up period for such shares, which expires 180 days after the date of this prospectus for our executive officers and directors, or earlier with the prior written consent of D.A. Davidson & Co. These lock-up provisions, at any time and without notice, may be waived by D.A. Davidson & Co. If the restrictions under the lock-up agreements are waived, our common stock may become available for resale into the market, subject to applicable law, which could reduce the per share trading price for our common stock.

In connection with the Torchlight Transactions, upon completion of this offering, we are privately issuing shares to and warrants exercisable for shares of common stock to Torchlight. See “Structure of Our Company—Torchlight Transactions.” Following the completion of this offering and the Torchlight Transactions, Torchlight, which has agreed to a lock-up for a period of 180 days following the date of this prospectus, will own shares or % of our common stock (excluding shares issuable upon the exercise of warrants). In addition, pursuant to the Stockholders Agreement, we intend to grant certain customary registration rights and preemptive rights with respect to future offerings of our common stock. Sales of our common stock by Torchlight, or the perception that such sales could occur in the future, could have a material adverse effect on the market price of our common stock. If Torchlight sells all or a substantial portion of their shares, it could have a material adverse impact on the market price of our common stock.

From time to time we also intend to issue additional shares of common stock or OP units, which, at our option, may be redeemed for shares of our common stock, in connection with the acquisition of investments, as compensation or otherwise, and we may grant additional registration rights in connection with such issuances. See “Shares Eligible for Future Sale.”

We cannot predict whether future issuances or sales of shares of our common stock or the availability of shares for resale in the open market will decrease the per share trading price per share of our common stock. The per share trading price of our common stock may decline significantly when the restrictions on resale by certain of our stockholders lapse.

The issuance of substantial numbers of shares of our common stock in the public market, or upon exchange of OP units, or the perception that such issuances might occur could adversely affect the per share trading price of the shares of our common stock.

The exercise of the underwriters’ over-allotment option, the exchange of OP units for common stock or the vesting of any stock awards granted to certain directors, executive officers and other employees under our 2014 Incentive Award Plan, the issuance of our common stock or OP units in connection with future property, portfolio or business acquisitions and other issuances of our common stock could have an adverse effect on the per share trading price of our common stock, and the authorization of grants of awards covering OP units or shares of our common stock under our 2014 Incentive Award Plan, may adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities. In addition, future issuances of shares of our common stock may be dilutive to existing stockholders.

Future offerings of debt securities, which would be senior to our common stock upon liquidation, and/or preferred equity securities which may be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the per share trading price of our common stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities (or causing our operating partnership to issue debt or equity securities), including medium-term notes, senior or subordinated notes and classes or series of preferred stock. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will be entitled to receive our available assets prior to distribution to the holders of our common stock. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Holders of our common stock are not entitled to preemptive rights or other protections against dilution. Our preferred stock, if issued, could have a preference on liquidating distributions or a preference on dividend payments that could limit our ability pay dividends to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make statements in this prospectus that are forward-looking statements, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. Our forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by our forward-looking statements are reasonable, we can give no assurance that our plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and may be affected by a variety of risks and factors including, without limitation:

	•	the factors included in this prospectus, including those set forth under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business;”
	•	the competitive environment in which we operate;
	•	real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;
	•	decreased rental rates or increasing vacancy rates;
	•	potential defaults on or non-renewal of leases by tenants;
	•	potential bankruptcy or insolvency of tenants;
	•	acquisition risks, including failure of such acquisitions to perform in accordance with projections;
	•	the timing of acquisitions and dispositions;
	•	potential natural disasters such as earthquakes, wildfires or floods;
	•	national, international, regional and local economic conditions;
	•	the general level of interest rates;
	•	potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in real estate and zoning or REIT tax laws, and potential increases in real property tax rates;
	•	financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;
	•	lack of or insufficient amounts of insurance;
	•	our ability to maintain our qualification as a REIT;
	•	litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and
	•	possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us.

Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Market data and industry forecasts and projections used in this prospectus have been obtained from REIS or other independent industry sources. Forecasts, projections and other forward-looking information obtained from REIS or other sources are subject to similar qualifications and uncertainties as other forward-looking statements in this prospectus.

USE OF PROCEEDS

We estimate that the net proceeds we will receive from the sale of shares of our common stock in this offering will be approximately $ million (or approximately $ million if the underwriters exercise their over-allotment option in full) after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We will contribute the net proceeds we receive from this offering, including any net proceeds from the exercise of the over-allotment option, to our operating partnership in exchange for OP units.

We expect our operating partnership will use approximately $ million of the net proceeds from this offering to redeem the Preferred Interests. Our operating partnership is expected to use the remaining net proceeds to acquire and manage additional industrial properties and for general corporate purposes.

Prior to the full deployment of the net proceeds as described above, we intend to invest the undeployed net proceeds in interest-bearing short-term investment grade securities or money-market accounts that are consistent with our intention to maintain our qualification as a REIT, including, for example, government and government agency certificates, certificates of deposit and interest-bearing bank deposits. We expect that these initial investments will provide a lower net return than we expect to receive from investments in industrial properties.

DISTRIBUTION POLICY

In order to maintain our qualification as a REIT, we must distribute to our stockholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. In addition, we will be subject to U.S. federal income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income (including net capital gains) and will be subject to a 4% nondeductible excise tax on the amount by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute our net income to our stockholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax liability on our income and the 4% nondeductible excise tax. We anticipate that our estimated cash available for distribution will exceed the annual distribution requirements applicable to REITs. However, under some circumstances, we may be required to use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable or make a taxable distribution of our shares in order to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax and the 4% nondeductible excise tax in that year. For more information, see “Material U.S. Federal Income Tax Considerations.”

To satisfy the requirements to qualify as a REIT, and to avoid paying tax on our income, we intend to pay regular quarterly cash dividends of all or substantially all of our REIT taxable income (excluding net capital gains) to holders of our common stock. We intend to pay a pro rata dividend with respect to the period commencing on the completion of this offering and ending on June 30, 2017, based on per share for a full quarter. On an annualized basis, this would be per share, or an annual dividend rate of approximately % based on the mid-point of the price range indicated on the cover page of this prospectus. We estimate that this initial annual dividend rate would have represented approximately % of estimated cash available for distribution, as adjusted, to holders of our common stock for the trailing 12-month period ended December 31, 2016. We do not intend to reduce the expected dividend per share if the underwriters’ option to purchase additional shares is exercised; however, this could require us to borrow funds to pay dividends or to use the net proceeds from this offering to pay dividends. Our intended initial annual distribution rate has been established based on our estimate of cash available for distribution, as adjusted, for the trailing 12-month period ended December 31, 2016, which we have calculated based on adjustments to our pro forma net income for the trailing 12-month period ended December 31, 2016 (after giving effect to this offering and the completion of the Torchlight Transactions). This estimate was based on our pro forma operating results and does not take into account our business and growth strategies, nor does it take into account any unanticipated expenditures we may have to make or any financings for such expenditures. In estimating our cash available for distribution, as adjusted, for the trailing 12-month period ended December 31, 2016, we have made certain assumptions as reflected in the pro forma financial statements, footnotes and the table below.

Our estimate of cash available for distribution, as adjusted, does not include the effect of any changes in our working capital or the amount of cash to be used for investing activities for acquisition and other activities. Any such investing and/or financing activities may have a material effect on our available cash balances. Because we have made the assumptions set forth herein in estimating cash available for distribution, as adjusted, we do not intend this estimate to be a projection or forecast of our actual results of operations, EBITDA, FFO, liquidity or financial condition and have estimated cash available for distribution, as adjusted, for the sole purpose of determining our estimated initial annual distribution. Our estimated cash available for distribution, as adjusted, should not be considered as an alternative to cash flow from operating activities (computed in accordance with GAAP) or as an indicator of our liquidity or our ability to make distributions. In addition, the methodology upon which we made the adjustments described below is not necessarily intended to be a basis for determining future distributions.

We believe that our estimate of cash available for distribution, as adjusted, constitutes a reasonable basis for setting the initial distribution rate. However, we cannot assure you that our estimate will prove accurate, and actual distributions may, therefore, be significantly different than the initial distribution rate. Our actual results of operations will be affected by a number of factors, including the revenue received from our properties, our property operating expenses, interest expense and unanticipated capital expenditures.

We cannot assure you that our estimated distributions will be made or sustained or that our board of directors will not change our distribution policy in the future. Any future distributions will be at the sole discretion of our board of directors, and their form, timing and amount, if any, will depend upon a number of factors, including the revenue we received from our properties, our operating expenses, interest expense, the ability of our lessees to meet their obligations and unanticipated expenditures, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our board of directors deems relevant. To the extent that our cash available for distribution is less than 90% of our REIT taxable income, we may consider various means to cover any such shortfall, including borrowing under our anticipated credit facility or other loans, selling certain of our assets or using a portion of the net proceeds we receive from this offering or future offerings of equity, equity-related or debt securities or declaring taxable share dividends.

These calculations do not assume any changes to our operations or any acquisitions or dispositions (or any transaction and pursuit costs related thereto) other than estimated recurring capital expenditures and estimated increases in general and administrative expenses, which would affect our cash flows, or change in our outstanding common stock. We cannot assure you that our actual results will be as indicated in the calculations below.

Estimated Cash Available for Distribution, as Adjusted

($ in thousands)	For the Trailing
	Twelve Months
	Ended
	December 31, 2016

Pro forma net income for the year ended December 31, 2016	$
Add: Depreciation and amortization
Add: Stock based compensation expense
Less: Straight line rent
Less: Estimated additional general and administrative costs ⁽¹⁾
Less: Estimated improvements, leasing commissions and capital expenditures ⁽²⁾
Estimated cash available for distribution	$
Estimated initial annual distribution ⁽³⁾	$
Payout ratio based on estimated available for distribution ⁽⁴⁾		%

_______________

⁽¹⁾

Estimated additional general and administrative costs consist of legal and accounting (based upon estimates provided by our external legal and accounting professionals and management’s previous experience in managing a public REIT), insurance, travel, rent and other costs (based on proposed arrangements and anticipated activity). We have estimated a level of general and administrative costs required to manage the company as a public company and to operate the Company Portfolio, including but not limited to salaries, board of directors fees and expenses, director’s and officer’s insurance, Sarbanes-Oxley Act compliance costs, and legal, audit and tax fees.

⁽²⁾

Estimated improvements, leasing commissions and capital expenditures are based on the company’s due diligence review of historical levels incurred by the Company Portfolio and are estimated at approximately per square foot.

⁽³⁾

Represents the aggregate amount per share of the intended annual distribution multiplied by the shares of common stock that will be outstanding upon completion of this offering and the Torchlight Transactions. Excludes shares of common stock that may be issued by us upon exercise of the underwriters’ option to purchase additional shares.

⁽⁴⁾

If the underwriters’ option to purchase up to an additional shares of common stock from us is exercised in full at the mid-point of the price range set forth on the cover page of this prospectus, our initial annual distribution would increase by approximately $ and our payout ratio would increase to % assuming no investment of the additional proceeds .

CAPITALIZATION

The following table sets forth as of December 31, 2016:

	•	the actual capitalization of the company; and
	•	our pro forma capitalization, which gives effect to (i) the sale of shares of common stock in this offering based on the midpoint of the price range set forth on the cover page of this prospectus, net of the underwriting discounts and estimated organizational and offering expenses payable by us, (ii) the completion of the Torchlight Transactions and (iii) the grant of restricted shares of our common stock to our executive officers, certain employees and independent directors.

This table should be read in conjunction with “Use of Proceeds,” “Selected Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical audited financial statements and the unaudited pro forma financial information and related notes appearing elsewhere in this prospectus.

($ in thousands)	December 31, 2016
	Historical			Pro Forma

Debt:
Senior secured debt, net	$	116,053
Deferred interest		207
Mezzanine debt to investor, net		29,262
Redeemable preferred member interest		31,043
Total debt	$	176,565

Deficit
Preferred Stock $0.01 par value, 100,000,000 shares authorized, none issued and outstanding, historical and 100,000,000 shares authorized, none issued and outstanding, pro forma		—			—
Common stock $0.01 par value, 900,000,00 shares authorized, 1,327,859 shares issued and outstanding, historical, 900,000,000 shares authorized, shares issued and outstanding, pro forma(1)	$	13
Additional paid-in capital		12,467
Accumulated deficit		(110,506	)
Non-controlling interest		60,450
Total Deficit	$	(37,576	)		—

______________________

(1)

Pro forma common stock outstanding includes (a) shares of our common stock to be issued in this offering, (b) shares of our common stock to be issued to Torchlight in connection with the Torchlight Transactions, (c) an aggregate of restricted shares of our common stock to be granted to our officers concurrently with the completion of this offering (based on the midpoint of the price range set forth on the front cover of this prospectus) and (d) an aggregate of restricted shares of our common stock to be granted to our independent directors concurrently with the completion of this offering (based on the midpoint of the price range set forth on the front cover of this prospectus), but excludes (i) shares of our common stock issuable upon the exercise of the underwriters’ over-allotment option in full, (ii) shares of our common stock available for future issuance under our 2014 Incentive Award Plan, and (iii) shares of our common stock issuable upon the exercise of the warrants to be issued to Torchlight in connection with the Torchlight Transactions.

SELECTED FINANCIAL INFORMATION

The following table sets forth selected financial and operating data on (i) a historical basis and (ii) a pro forma basis for our company.

You should read the following summary financial and operating data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our unaudited pro forma consolidated financial statements and related notes, and our historical consolidated financial statements and related notes included elsewhere in the prospectus.

The unaudited pro forma consolidated balance sheet data is presented as if this offering and the Torchlight Transactions had occurred on December 31, 2016, and the unaudited pro forma statements of operations and other data for the year ended December 31, 2016 is presented as if this offering and the Torchlight Transactions had occurred on January 1, 2016. The pro forma financial information is not necessarily indicative of what our actual financial condition would have been as of December 31, 2016 or what our actual results of operations would have been assuming this offering and the Torchlight Transactions had been completed as of January 1, 2016, nor does it purport to represent our future financial position or results of operations.

The selected historical consolidated balance sheet information as of December 31, 2016 and 2015, and the historical consolidated statement of operations data for the years ended December 31, 2016 and 2015 on pages 44 and 45 have been derived from the company’s consolidated financial statements, which were audited by Marcum LLP, independent registered public accountants, and are included elsewhere in this prospectus.

($ in thousands)	As of December 31,
	Pro forma		Historical
	2016		2016			2015
Balance Sheet Data:	(Unaudited)
Assets
Real estate properties	$		$	139,086		$	138,236
Less Accumulated depreciation				(16,027	)		(8,522	)
Real estate properties, net				123,059			129,714

Investment in real estate joint venture		—		—			2,987
Cash				941			698
Restricted cash				6,353			757
Cash held in escrow				2,907			—
Deferred lease intangibles, net				10,533			14,773
Other assets				1,953			1,122
Total assets	$		$	145,746		$	150,051

Liabilities and equity (deficit):
Liabilities:
Senior secured debt, net	$		$	116,053		$	196,800
Mezzanine debt to investor, net				29,262			—
Deferred interest				207			8,081
Accounts payable, accrued expenses and other liabilities				5,352			4,268
Deferred lease intangibles, net				1,405			1,941
Redeemable preferred member interest		—		31,043			—
Total Liabilities				183,322			211,090

Deficit:
Plymouth Industrial REIT stockholders’ equity (deficit):
Preferred stock, par value $0.01; 100,000,000 shares; none issued and outstanding
Common stock; par value $0.01; 900,000,000 authorized; 1,327,859 shares issued and outstanding				13			13
Additional paid in capital				12,467			12,467
Accumulated deficit				(110,506	)		(73,519	)
Total Plymouth Industrial REIT stockholders' equity (deficit)				(98,026	)		(61,039	)
Non-controlling interest		—		60,450			—
Total equity (deficit)				(37,576	)		(61,039	)
Total Liabilities and equity (deficit)	$			145,746		$	150,051

	Year Ended December 31,
($ in thousands)	Pro Forma		Historical
	2016		2016			2015
	(Unaudited)
Statement of Operations Data:
Rental revenue	$		$	19,658		$	19,290
Equity investment income (loss)				230			(85	)
Total revenues				19,888			19,205
Operating expenses:
Property				5,927			5,751
Depreciation and amortization				11,674			12,136
General and administrative				3,742			4,688
Acquisition costs		—		—			1,061
Offering costs		—		—			938
Total operating expenses				21,343			24,574
Operating loss				(1,455	)		(5,369	)
Other income (expense):
Gain on disposition of equity investment				2,846			1,380
Interest expense				(40,679	)		(44,676	)
Total other income (expense)				(37,883	)		(43,296	)
Net loss				(39,288	)		(48,665	)
Net loss attributable to non-controlling interest		—		(2,301	)		—
Net loss attributable to Plymouth Industrial REIT, Inc.	$		$	(36,987	)	$	(48,665	)

($ in thousands)	Year Ended December 31,
	Pro Forma		Historical
	2016		2016			2015
	(Unaudited)
Total in service Properties				20			20
NOI ⁽¹⁾ :
Net loss	$		$	(39,288	)	$	(48,665	)
General and administrative				3,742			4,688
Acquisition expense		—		—			1,061
Interest expense				40,679			44,676
Depreciation and amortization				11,674			12,136
Offering costs		—		—			938
Other Income (expense)				(3,076	)		(1,295	)

NOI	$		$	13,731		$	13,539

EBITDA ⁽¹⁾ :

Net loss	$		$	(39,288	)	$	(48,665	)
Depreciation and amortization				11,674			12,136
Interest expense				40,679			44,676

EBITDA	$		$	13,065		$	8,147

FFO ⁽¹⁾ :

Net loss	$		$	(39,288	)	$	(48,665	)
Depreciation and amortization				11,674			12,136
Gain on disposition of equity investment				(2,846	)		(1,380	)
Adjustment for unconsolidated joint ventures				452			1,363
FFO	$		$	(30,008	)	$	(36,546	)

AFFO ⁽¹⁾ :

FFO	$		$	(30,008	)	$	(36,546	)
Amortization of above or accretion of below market lease rents				(355	)		(351	)
Acquisition costs		—		—			1,061
Offering Costs		—		—			938
Distributions				337			2,030
Straight line rent				(287	)		(404	)

AFFO	$		$	(30,313	)	$	(33,272	)

_____________________

(1)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied in forward-looking statements for many reasons, including the risks described in “Risk Factors” and elsewhere in this prospectus. You should read the following discussion together with the “Cautionary Note Regarding Forward-Looking Statements” and the pro forma and combined historical financial statements and related notes included elsewhere in this prospectus.

The following discussion and analysis is based on, and should be read in conjunction with, our audited historical financial statements and related notes thereto as of and for the years ended December 31, 2016 and 2015. We also present in this prospectus pro forma financial information for our company reflecting the Company Portfolio, on a consolidated basis after giving effect to this offering and the Torchlight Transactions, as of and for the year ended December 31, 2016. These effects are reflected in the unaudited pro forma consolidated financial statements located elsewhere in this prospectus.

Overview

We are a full service, vertically integrated, self-administered and self-managed REIT focused on the acquisition, ownership and management of single- and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties. The Company Portfolio consists of 20 industrial buildings located in seven states with an aggregate of approximately 4.0 million rentable square feet leased to 36 tenants.

Our strategy is to invest in single- and multi-tenant Class B industrial properties located primarily in secondary markets across the U.S.; however, we may make opportunistic acquisitions of Class A industrial properties or industrial properties located in primary markets. We seek to generate attractive risk-adjusted returns for our stockholders through a combination of dividends and capital appreciation.

Factors That May Influence Future Results of Operations

Business and Strategy

Our core investment strategy is to acquire primarily Class B industrial properties predominantly in secondary markets across the U.S. We expect to acquire these properties through third-party purchases and structured sale-leasebacks where we believe we can achieve high initial yields and strong ongoing cash-on-cash returns. In addition, we may make opportunistic acquisitions of Class A industrial properties or industrial properties in primary markets that offer similar return characteristics.

Our target markets are comprised primarily of secondary markets because we believe these markets tend to have less occupancy and rental rate volatility and less buyer competition relative to primary markets. We also believe that the systematic aggregation of such properties will result in a diversified portfolio that will produce sustainable risk-adjusted returns. Future results of operations may be affected, either positively or negatively, by our ability to effectively execute this strategy.

Rental Revenue and Tenant Recoveries

We receive income primarily from rental revenue from our properties. The amount of rental revenue generated by the Company Portfolio depends principally on the occupancy levels and lease rates at our properties, our ability to lease currently available space and space that becomes available as a result of lease expirations and on the rental rates at our properties.

Occupancy Rates. As of December 31, 2016, the Company Portfolio was approximately 98.4% occupied. Our occupancy rate is impacted by general market conditions in the geographic areas in which our properties are located and the financial condition of tenants in our target markets.

Rental Rates. We believe that rental rates for Class B industrial properties in our markets are recovering from the 2008 financial crisis and subsequent economic recession, and accordingly we expect increases in lease rates upon renewal of upcoming lease expirations as market conditions continue to improve. Additional detailed market information is set out elsewhere in this prospectus. See “Market Overview.”

Future economic downturns affecting our markets could impair our ability to renew or re-lease space, and adverse developments that affect the ability of our tenants to fulfill their lease obligations, such as tenant bankruptcies, could adversely affect our ability to maintain or increase occupancy or rental rates at our properties. Adverse developments or trends in one or more of these factors could adversely affect our rental revenue in future periods.

Scheduled Lease Expirations

Our ability to re-lease space subject to expiring leases will impact our results of operations and will be affected by economic and competitive conditions in the markets in which we operate and by the desirability of our individual properties. In the year ending December 31, 2017 through the year ending December 31, 2019, an aggregate of 48.4% of the annualized base rent leases in the Company Portfolio are scheduled to expire, which we believe will provide us an opportunity to adjust below market rates as market conditions continue to improve.

Conditions in Our Markets

The Company Portfolio is located primarily in various secondary markets in the Eastern half of the U.S. positive or negative changes in economic or other conditions, adverse weather conditions and natural disasters in these markets are likely to affect our overall performance.

Rental Expenses

Our rental expenses generally consist of utilities, real estate taxes, insurance and site repair and maintenance costs. For the majority of the Company Portfolio, rental expenses are controlled, in part, by either the triple net provisions or modified gross lease expense reimbursement provisions in tenant leases. However, the terms of our tenant leases vary and in some instances the leases may provide that we are responsible for certain rental expenses. Accordingly, our overall financial results will be impacted by the extent to which we are able to pass-through rental expenses to our tenants.

General and Administrative Expenses

Following the completion of this offering, we expect to incur increased general and administrative expenses, including legal, accounting and other expenses related to corporate governance, public reporting and compliance with various provisions of the Sarbanes-Oxley Act. In addition, we anticipate that our staffing levels will increase slightly from nine employees as of the date of this prospectus to between 10 and 12 employees during the 12 to 24 months following the closing of this offering and, as a result, our general and administrative expenses will increase further.

Critical Accounting Policies

Our discussion and analysis of our company’s historical financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses in the reporting period. Actual amounts may differ from these estimates and assumptions.

We believe our most critical accounting policies are the regular evaluation of whether the value of a real estate asset has been impaired and accounting for joint ventures. Each of these items involves estimates that require management to make judgments that are subjective in nature. We rely on our experience, we collect historical data and current market data, and we analyze these assumptions in order to arrive at what we believe to be reasonable estimates. Under different conditions or assumptions, materially different amounts could be reported related to the accounting policies described below. In addition, application of these accounting policies involves the exercise of judgments on the use of assumptions as to future uncertainties and, as a result, actual results could materially differ from these estimates.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding impairments. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions.

Going Concern

In accordance with ASU 2014-15, Presentation of Financial Statements – Going Concern (“ASU 2014-15”), we have evaluated our ability to continue as a going concern. At December 31, 2016, we had an accumulated deficit of $110,506,000 and had limited amounts of liquidity evidenced by the cash position of $941,000 as of December 31, 2016. We continue to maintain arrangements with certain vendors to limit future expenses related to certain professional services. Our ability to meet our working capital needs, redeem the Preferred Interests and make required payments under the AIG Loan and the Torchlight Mezzanine Loan is dependent on our ability to issue additional equity or secure additional debt financing. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date the accompanying consolidated financial statements were issued.

We expect that, upon completion of this offering, we will have sufficient capital to meet our working capital needs. There can be no assurance, however, that upon completion of this offering, that additional debt or other forms of capital will be available on terms acceptable to us, or at all.

Our consolidated financial statements have been prepared on a basis which assumes that we will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash

We maintain our cash in bank deposit accounts, which at times may exceed federally insured limits. As of December 31, 2016, we had not realized any losses in such cash accounts and believe that we are not exposed to any significant risk of loss.

Income Taxes

We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2012 and we believe that our organization and method of operation enable us to continue to meet the requirements for qualification and taxation as a REIT. We had no taxable income prior to electing REIT status. To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on income that we distribute as dividends to our stockholders. If we fail to maintain our qualification as a REIT in any tax year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless we are able to obtain relief under certain statutory provisions. Such an event could materially and adversely affect our net income and net cash available for distribution to stockholders.

Investments in Real Estate

We generally acquire individual properties, and, in some instances, a portfolio of properties. When we acquire individual operating properties with the intention to hold the investment for the long-term, we allocate the purchase price to the various components of the acquisition based upon the fair value of each component. The components typically include land, building, debt, intangible assets related to above and below market leases, value of costs to obtain tenants, and other assumed assets and liabilities. We consider Level 3 inputs such as the replacement cost of such assets, appraisals, property condition reports, comparable market rental data and other related information in determining the fair value of the tangible assets. The recorded fair value of intangible lease assets or liabilities includes Level 3 inputs including the value associated with leasing commissions, legal and other costs, as well as the estimated period necessary to lease such property and lease commencement. An intangible asset or liability resulting from in-place leases that are above or below the market rental rates are valued based upon our estimates of prevailing market rates for similar leases. Intangible lease assets or liabilities are amortized over the estimated, reasonably assured lease term of the remaining in-place leases as an adjustment to “Rental revenues” or “Real estate related depreciation and amortization” depending on the nature of the intangible. The difference between the fair value and the face value of debt assumed in connection with an acquisition is recorded as a premium or discount and amortized to “Interest expense” over the life of the debt assumed. The valuation of assumed liabilities is based on our estimate of the current market rates for similar liabilities in effect at the acquisition date.

In an acquisition of multiple properties, we must also allocate the purchase price among the properties. The allocation of the purchase price is based on our assessment of estimated fair value and often is based upon the expected future cash flows of the property and various characteristics of the markets where the property is located. The fair value may also include an enterprise value premium that we estimate a third party would be willing to pay for a portfolio of properties. The initial allocation of the purchase price is based on management’s preliminary assessment, which may differ when final information becomes available. Subsequent adjustments made to the initial purchase price allocation are made within the allocation period, which typically does not exceed one year.

Capitalization of Costs and Depreciation and Amortization

We capitalize costs incurred in developing, renovating, rehabilitating and improving real estate assets as part of the investment basis. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. During the land development and construction periods, we capitalize interest costs, insurance, real estate taxes and certain general and administrative costs of the personnel performing development, renovations and rehabilitation if such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. Capitalized costs are included in the investment basis of real estate assets. We also capitalize costs incurred to successfully originate a lease that result directly from, and are essential to, the acquisition of that lease. Leasing costs that meet the requirements for capitalization are presented as a component of other assets.

Real estate, including land, building and land improvements, tenant improvements, and furniture, fixtures and equipment, leasing costs and intangible lease assets and liabilities are stated at historical cost less accumulated depreciation and amortization, unless circumstances indicate that the cost cannot be recovered, in which case, the carrying value of the property is reduced to estimated fair value as discussed below in our policy with regards to impairment of long-lived assets. We estimate the depreciable portion of our real estate assets and related useful lives in order to record depreciation expense. Our ability to estimate the depreciable portions of our real estate assets and useful lives is critical to the determination of the appropriate amount of depreciation and amortization expense recorded and the carrying value of the underlying assets. Any change to the assets to be depreciated and the estimated depreciable lives of these assets would have an impact on the depreciation expense recognized.

As discussed above in investments in real estate, in connection with property acquisitions, we may acquire leases with rental rates above or below the market rental rates. Such differences are recorded as an intangible lease asset or liability and amortized to “Rental revenues” over the reasonably assured term of the related leases. The unamortized balances of these assets and liabilities associated with the early termination of leases are fully amortized to their respective revenue line items in our consolidated financial statements over the shorter of the expected life of such assets and liabilities or the remaining lease term.

Our estimate of the useful life of our assets is evaluated upon acquisition and when circumstances indicate a change in the useful life, which requires significant judgment regarding the economic obsolescence of tangible and intangible assets.

Impairment of Long-Lived Assets

We assess the carrying values of our respective long-lived assets, including goodwill, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.

Recoverability of real estate assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. In order to review our real estate assets for recoverability, we consider current market conditions, as well as our intent with respect to holding or disposing of the asset. Our intent with regard to the underlying assets might change as market conditions change, as well as other factors, especially in the current global economic environment. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property and quoted market values and third-party appraisals, where considered necessary. The use of projected future cash flows is based on assumptions that are consistent with our estimates of future expectations and the strategic plan we use to manage our underlying business. If our analysis indicates that the carrying value of the real estate asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property.

Assumptions and estimates used in the recoverability analyses for future cash flows, discount rates and capitalization rates are complex and subjective. Changes in economic and operating conditions or our intent with regard to our investment that occurs subsequent to our impairment analyses could impact these assumptions and result in future impairment of our real estate properties.

Valuation of Receivables

We are subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables. In order to mitigate these risks, we perform credit reviews and analyses on prospective tenants before significant leases are executed and on existing tenants before properties are acquired. We specifically analyze aged receivables, customer credit-worthiness, historical bad debts and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. As a result of our periodic analysis, we maintain an allowance for estimated losses that may result from the inability of our tenants to make required payments. This estimate requires significant judgment related to the lessees’ ability to fulfill their obligations under the leases. If a tenant is insolvent or files for bankruptcy protection and fails to make contractual payments beyond any allowance, we may recognize additional bad debt expense in future periods equal to the net outstanding balances, which include amounts recognized as straight-line revenue not realizable until future periods.

Consolidation

We consolidate all entities that are wholly owned and those in which we own less than 100% but control, as well as any variable interest entities in which we are the primary beneficiary. We evaluate our ability to control an entity and whether the entity is a variable interest entity and we are the primary beneficiary through consideration of the substantive terms of the arrangement to identify which enterprise has the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Investments in entities in which we do not control but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities that we do not control and over which we do not exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our ability to correctly assess our influence and/or control over an entity affects the presentation of these investments in our consolidated financial statements.

Historical Results of Operations

A discussion of operations for the years ended December 31, 2016 and 2015 is presented below ($ in thousands).

	Year Ended December 31,
	2016			2015

Rental revenue	$	19,658		$	19,290
Equity investment income (loss)		230			(85	)
Total revenues		19,888			19,205

Operating expenses:
Property		5,927			5,751
Depreciation and amortization		11,674			12,136
General and administrative		3,742			4,688
Acquisition costs		—			1,061
Offering costs		—			938
Total operating expenses		21,343			24,574

Operating loss		(1,455	)		(5,369	)

Other income (expense):
Gain on disposition of equity investment		2,846			1,380
Interest expense		(40,679	)		(44,676	)
Total other income (expense)		(37,833	)		(43,296	)

Net loss	$	(39,288	)	$	(48,665	)
Non-GAAP Financial Measures:
Net operating income	$	13,731		$	13,539
EBITDA	$	13,065		$	(8147	)
FFO	$	(30,008	)	$	(36,546	)
AFFO	$	(30,313	)	$	(33,272	)

Rental Revenue: Rental revenue increased by approximately $368 to approximately $19,658 for the year ended December 31, 2016 as compared to $19,290 for the year ended December 31, 2015.

Equity Investment Income (Loss): Equity income on our investment in joint venture increased approximately $315 in 2016 to $230 as compared to a loss of $85 in 2015.

Property Expenses: Property expenses increased by approximately $176 to approximately $5,927 for the year ended December 31, 2016 as compared to $5,751 for the year ended December 31, 2015 consistent with overall economic increases.

Depreciation and Amortization: Depreciation and amortization expense decreased by approximately $462 to approximately $11,674 for the year ended December 31, 2016 from $12,136 for the year ended December 31, 2015.

General and Administrative : General and administrative expenses decreased approximately $946 to $3,742 for the year ended December 31, 2016 as compared to $4,688 for the year ended December 31, 2015. The decrease is attributable primarily to reduced professional fees and directors’ fees.

Acquisition Expenses: There were no acquisition expenses incurred in 2016. Acquisition expenses were approximately $1,061 for the year ended December 31, 2015. Acquisition expenses include costs for acquisitions we decide not to pursue.

Interest Expense: Interest expense decreased by approximately $3,997 to $40,679 for the year ended December 31, 2016 from $44,676 for the year ended December 31, 2015 due to the refinancing of the Company’s debt and extinguishment of the prior Senior Loan.

Other Income: Other income represents amounts received in excess of our basis for an equity investment in real estate and the investment liquidated in 2016 and 2015. In 2016, we recognized gain of $2,846 on the disposition of the property held in the joint venture compared to the gain from disposition in 2015 of $1,380.

Net loss: Our net loss decreased from approximately $48,665 for the year ended December 31, 2015 to approximately $39,288 for the year ended December 31, 2016 due primarily to the reduction in interest expense of $3,997, and increase in gain on disposition of equity investment of $1,466, and no similar offering costs or acquisition expenses in 2016.

Net Operating Income: Net operating income increased from $13,539 for the year ended December 31, 2015 to income of approximately $13,731 for the year ended December 31, 2016.

EBITDA: EBITDA increased by $4,918 to $13,065 for the year ended December 31, 2016 from $8,147 for the year ended December 31, 2015 as a result of the decreased general and administrative costs and no similar acquisition and offering costs in 2016.

FFO: FFO increased by $6,538 from a loss of approximately $36,546 for the year ended December 31, 2015 to a loss of approximately $30,008 for the year ended December 31, 2016 due primarily to the reduced interest expense.

AFFO: AFFO increased from a loss of approximately $33,272 for the year ended December 31, 2015 to a loss of approximately $30,313 for the year ended December 31, 2016 due primarily to reduced interest expense offset by reduced distributions received.

For an understanding of our expected results of operations following the completion of this offering and the redemption of the Preferred Interests, please refer to our pro forma financial data and related notes thereto included elsewhere in this prospectus. The unaudited pro forma consolidated financial statements are not necessarily indicative of what our actual financial position and results of operations would have been as of the date or for the periods indicated, nor do they purport to represent our future financial position or results of operations.

Liquidity and Capital Resources

We believe that this offering will improve the financial position of the Company through changes in our capital structure. Upon completion of this offering and the Torchlight transaction as described in “Use of Proceeds”, we expect to have approximately $ of cash available for future acquisitions and to meet operational needs of the company. Our ability to meet our working capital needs, redeem the Preferred Interests and make required payments under the AIG Loan and the Torchlight Mezzanine Loan is dependent on our ability to complete this offering or secure additional debt financing. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date the consolidated financial statements were issued.

We intend to make reserve allocations as necessary to aid our objective of preserving capital for our investors by supporting the maintenance and viability of properties we acquire in the future. If reserves and any other available income become insufficient to cover our operating expenses and liabilities, it may be necessary to obtain additional funds by borrowing, refinancing properties or liquidating our investments.

Our short-term liquidity requirements consist primarily of funds to pay for operating expenses and other expenditures directly associated with our properties, including:

property expenses that are not borne by our tenants under our leases;

interest expense on outstanding indebtedness;

general and administrative expenses; and

capital expenditures for tenant improvements and leasing commissions.

In addition, we will require funds for future dividends expected to be paid to our common stockholders following completion of this offering.

We intend to satisfy our short-term liquidity requirements through our existing cash, cash flow from operating activities and the proceeds of this offering.

Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and non-recurring capital expenditures and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through cash flow from operations, long-term secured and unsecured borrowings, future issuances of equity and debt securities, property dispositions and joint venture transactions, and, in connection with acquisitions of additional properties, the issuance of OP units.

Contractual Commitments—Historical

The following table sets forth our principal obligations and commitments as of December 31, 2016:

Future Minimum Rents

($ in thousands)

Corporate Office	2017	$	216
	2018	$	221
	2019	$	225
	2020	$	57

In addition to the pro forma contractual obligations set forth in the table above, we expect to enter into employment agreements with certain of our executive officers. The material terms of the agreements are described under “Executive Compensation—Executive Compensation Arrangements.” We also enter into contracts for maintenance and other services at certain properties from time to time.

Existing Indebtedness

AIG Loan

On October 17, 2016, certain indirect subsidiaries of our operating partnership entered into a senior secured loan agreement with investment entities managed by AIG Asset Management, or the AIG Loan Agreement, which provides for a loan of $120 million, or the AIG Loan, bearing interest at 4.08% per annum, and a seven-year term. As of December 31, 2016, there was $120 million outstanding under the AIG Loan Agreement. The AIG Loan Agreement provides for monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. Our operating partnership used the net proceeds of the AIG Loan to partially repay the outstanding principal and accrued interest under our then-existing senior secured loan agreement. We are currently in technical violation of the net worth covenant in the AIG loan agreement, which we believe was the result of a drafting error. Although we are pursuing remediation with AIG to correct the error and believe that will be revised and we will be in compliance with the covenant prior to the closing of this offering. Following the closing of the offering, we believe that we will be in compliance with all covenants under the AIG Loan Agreement. Although, we are pursuing with the lender to remediate the technical violation, we can provide no assurances that the lender will agree with our interpretation of the relevant language in the AIG Loan agreement or agree to amend the agreement.

Torchlight Mezzanine Loan

On October 17, 2016, Plymouth Industrial 20 entered into a mezzanine loan agreement, or the Torchlight Mezzanine Loan Agreement, with Torchlight, which provides for a loan of $30 million, or the Torchlight Mezzanine Loan, and a seven-year term. The Torchlight Mezzanine Loan bears interest at 15% per annum, of which 7% percent is paid currently during the first four years of the term and 10% is paid for the remainder of the term. The Torchlight Mezzanine Loan requires Plymouth Industrial 20 to pay a repayment premium equal to the difference between (x) the sum of 150% of the principal being repaid (excluding accrued interest) and (y) the sum of the actual principal amount being repaid and current and accrued interest paid through the date of repayment. This repayment feature operates as a prepayment feature since the difference will be zero at maturity. The borrowings under the Torchlight Mezzanine Loan are secured by, among other things, pledges of the equity interest in Plymouth Industrial 20 and each of its property-owning subsidiaries. The proceeds of the Torchlight Mezzanine Loan were used to partially repay the outstanding principal and accrued interest under our then-existing senior secured loan agreement.

Redeemable Preferred Member Interests

On October 17, 2016, and in connection with its refinancing of the Torchlight Mezzanine Loan, the Company issued Torchlight a 99.5% redeemable preferred member interest, or the Preferred Interests, in Plymouth Industrial 20 in exchange for $30.5 million. The Preferred Interest is mandatorily redeemable at its redemption price, as defined below, by the Company on January 17, 2017. In the event we default under the Preferred Interests, the interests held by us transfers automatically to Torchlight for payment of one dollar. The redemption price of the Preferred Interests is the amount of Torchlight’s unreturned capital contributions ($30.5 million at December 31, 2016), a preferred return equal to a cumulative annual return of 7%, plus any additional preferred return, compounded monthly on an amount equal to the unreturned capital contributions until the date that such amount is returned to Torchlight, all accrued but unpaid priority preferred returns on Torchlight’s priority additional capital contributions equal to a cumulative annual return of 20%, compounded monthly, on an amount equal to (a) each dollar of Torchlight’s priority additional capital contributions until the date that such amount is returned to Torchlight and all other sums advanced and costs and expenses (including legal fees) incurred by Torchlight in connection with such redemption. There had been no priority additional capital contributions made to Torchlight at December 31, 2016. The carrying value of the Preferred Interest amounted to $31.0 million, including $0.5 million of preferential returns, at December 31, 2016. All amounts are current liabilities at December 31, 2016. On March 3, 2017, we entered in the Letter Agreement with Torchlight, which included the following provisions: (i) the redemption date of the Preferred Interests was extended from January 17, 2017 to May 17, 2017; (ii) the balance of the Preferred Interests is fixed at $25.0 million as of March 3, 2017; and (iii) the Preferred Interests will bear no interest or be entitled to any additional preferential returns. Of the amount due, we will pay Torchlight $20.0 million in cash and issue shares of common stock upon the completion of this offering. Restricted cash in the amount of $5.6 million, which was included on the consolidated balance sheet at December 31, 2016, had been applied to the amount due under the Preferred Interest in February 2017. In the event we do not make the required payment by May 17, 2017, Torchlight has the right to acquire our ownership in Plymouth Industrial 20 LLC for $1.

In addition, pursuant to the Letter Agreement, we have the right to terminate the TL Participation in consideration for the private issuance of warrants to Torchlight to acquire 250,000 shares of our common stock, which we expect to issue concurrently with the closing of this offering.

In summary, our cash flows for the years ended December 31, 2016 and 2015 are as follows:

($ in thousands)	December 31,
	2016			2015
Net cash provided by (used in) operating activities	$	220		$	(4,351	)
Net cash provided by (used in) investing activities	$	(1,632	)	$	1,620
Net cash provided by (used in) financing activities	$	1,655		$	(1,545)

Operating Activities: Net cash provided by operating activities was approximately $220 during the year ended December 31, 2016 compared to net cash used of $4,351 in operating activities for the year ended December 31, 2015 due primarily to a decreased amount of interest paid of $5,159 from 2015 to 2016 due to the lack of liquidity in 2016 partially offset by increases in prepaid expenses and cash held in escrow.

Investing Activities: Net cash used in investing activities in 2016 amounted to $1,632 due primarily to an increase in cash held in escrow during 2016. Net cash provided by investing activities for the year ended December 31, 2015 was due primarily to funds provided from the disposition of the investment in real estate joint ventures.

Financing Activities: For the year ended December 31, 2016, the Company refinanced senior debt by borrowing $116,102 from AIG, net of $3,898 of debt issuance costs and repaid Torchlight $114,457. For the year ended December 31, 2015, we incurred debt issuance costs related to the respective Senior Loan maturity date extensions of $1,095 and offering costs of $450.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Interest Rate Risk

ASC 815, Derivatives and Hedging (formerly known as SFAS No. 133, Accounting for Derivative Instruments and hedging Activities , as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities ), requires us to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value and the changes in fair value must be reflected as income or expense. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income, which is a component of stockholders equity. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.

Non-GAAP Financial Measures

In this prospectus, we disclose NOI, EBITDA, FFO and AFFO, each of which meet the definition of “non-GAAP financial measure” set forth in Item 10(e) of Regulation S-K promulgated by the SEC. As a result we are required to include in this prospectus a statement of why management believes that presentation of these measures provides useful information to investors.

None of NOI, EBITDA, FFO or AFFO should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further NOI, EBITDA, FFO, and AFFO should be compared with our reported net income or net loss and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements.

NOI

We consider net operating income, or NOI, to be an appropriate supplemental measure to net income because it helps both investors and management understand the core operations of our properties. We define NOI as total revenue (including rental revenue, tenant reimbursements, management, leasing and development services revenue and other income) less property-level operating expenses including allocated overhead. NOI excludes depreciation and amortization, general and administrative expenses, impairments, gain/loss on sale of real estate, interest expense, and other non-operating items.

The following is a reconciliation from pro forma and historical reported net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to NOI:

($ in thousands)	Year Ended December 31,
	Pro Forma		Historical
	2016		2016			2015
	(Unaudited)

Net loss	$		$	(39,288	)	$	(48,665	)
General and administrative				3,742			4,688
Acquisition expense		—		—			1,061
Interest expense				40,679			44,676
Depreciation and amortization				11,674			12,136
Offering costs		—					938
Other Income (expense)				(3,076	)		(1,295	)
NOI	$		$	13,731		$	13,539

EBITDA

We believe that earnings before interest, taxes, depreciation and amortization, or EBITDA, is helpful to investors as a supplemental measure of our operating performance as a real estate company because it is a direct measure of the actual operating results of our industrial properties. We also use this measure in ratios to compare our performance to that of our industry peers. The following table sets forth a reconciliation of our pro forma and historical EBITDA for the periods presented.

($ in thousands)	Year Ended December 31,
	Pro Forma	Historical
	2016	2016			2015
	(Unaudited)

Net loss	$	$	(39,288	)	$	(48,665	)
Depreciation and amortization			11,674			12,136
Interest expense			40,679			44,676
EBITDA	$	$	13,065		$	8,147

FFO

Funds from operations, or FFO, is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. We define FFO, consistent with the National Association of Real Estate Investment Trusts, or NAREIT, definition, as net income, computed in accordance with GAAP, excluding gains (or losses) from sales of property, depreciation and amortization of real estate assets, impairment losses and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. Other equity REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity, and is not indicative of funds available for our cash needs, including our ability to pay dividends.

The following table sets forth a reconciliation of our pro forma and historical net loss to FFO for the periods presented:

($ in thousands)	Year Ended December 31,
	Pro Forma	Historical
	2016	2016			2015
	(Unaudited)

Net loss	$	$	(39,288	)	$	(48,665	)
Depreciation and amortization			11,674			12,136
Gain on disposition of equity investment			(2,846	)		(1,380	)
Adjustment for unconsolidated joint ventures			452			1,363

FFO	$	$	(30,008	)	$	(36,546	)

AFFO

Adjusted funds from operation, or AFFO, is presented in addition to FFO calculated in accordance the standards set forth by NAREIT. AFFO is defined as FFO, excluding acquisition and transaction related costs as well as certain other costs that we consider to be non-recurring. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to investors. In evaluating investments in real estate, we differentiate the costs to acquire the investment from the operations derived from the investment. By excluding expensed acquisition and transaction related costs as well as other non-recurring costs, we believe AFFO provides a useful supplemental measure of our operating performance because it provides a consistent comparison of our operating performance across time periods that is comparable for each type of real estate investment and is consistent with management’s analysis of the operating performance of our properties.

AFFO further adjusts FFO for certain other non-cash items, including the amortization or accretion of above or below market rents included in revenues, straight line rent adjustments, impairment losses and non-cash equity compensation. As with FFO, our reported AFFO may not be comparable to other REITs’ AFFO, should not be used as a measure of our liquidity, and is not indicative of our funds available for our cash needs, including our ability to pay dividends.

The following table sets forth a reconciliation of our pro forma and historical FFO to net loss, the nearest GAAP equivalent, for the periods presented.

($ in thousands)	Year Ended December 31,
	Pro Forma		Historical
	2016		2016			2015
	(Unaudited)

FFO	$		$	(30,008	)	$	(36,546	)
Amortization of above or accretion of below market lease rents				(355	)		(351	)
Acquisition costs		—		—			1,061
Offering Costs		—		—			938
Distributions				337			2,030
Straight line rent				(287	)		(404	)

AFFO	$		$	(30,313	)	$	(33,272	)

Inflation

The majority of our leases are either triple net or provide for tenant reimbursement for costs related to real estate taxes and operating expenses. In addition, most of the leases provide for fixed rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and tenant payment of taxes and expenses described above. We do not believe that inflation has had a material impact on our historical financial position or results of operations.

Recently Issued Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Earlier application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are in the process of evaluating the impact of this pronouncement on its consolidation financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (“ASU 2014-15”), which requires a company to evaluate the existence of conditions or events that raise substantial doubt about its ability to continue as a going concern within one year of the issuance date of its financial statements. The standard is effective for interim and annual periods ending after December 15, 2016 with early adoption permitted. We have evaluated the impact of ASU 2014-15 and have included the appropriate disclosures in the notes to the consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) (“ASU 2015-02”), to address financial reporting considerations for the evaluation as to the requirement to consolidate certain legal entities. ASU 2015-02 is effective for fiscal years and for interim periods within those fiscal years beginning after December 15, 2015. We have evaluated the impact of ASU 2015-02 and has concluded that it has no effect on the consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. We are currently assessing the potential impact that the adoption of ASU 2016-01 will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) , which requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. The update includes a short-term lease exception for leases with a term of 12 months or less, in which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. For lessees, the recognition, measurement, and presentation of expenses and cash flows arising from a lease have not significantly changed from previous U.S. GAAP. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply as well as transition guidance specific to nonstandard leasing transactions. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We are currently evaluating the potential impact that the adoption of ASU 2016-02 may have on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Stock Compensation – Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”), which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and policy elections on the impact for forfeitures. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within those annual periods. We are in the process of evaluating the impact of ASU 2016-09 on its financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). The ASU requires an entity to explain the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents on the statement of cash flows and to provide a reconciliation of the totals in that statement to the related captions in the balance sheet when the cash, cash equivalents, restricted cash, and restricted cash equivalents are presented in more than one line item on the balance sheet. This ASU is effective for annual and interim periods beginning after December 15, 2017, and is required to be adopted using a retrospective approach, with early adoption permitted. We are currently evaluating the potential impact that the adoption of ASU 2016-18 may have on its consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period and, as a result, we will comply with any such new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Quantitative and Qualitative Disclosure About Market Risk

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. In the future, we may use derivative financial instruments to manage, or hedge, interest rate risks related to our borrowings, primarily through interest rate swaps.

An interest rate swap is a contractual agreement entered into by two counterparties under which each agrees to make periodic payments to the other for an agreed period of time based on a notional amount of principal. Under the most common form of interest rate swap, known from our perspective as a floating-to-fixed interest rate swap, a series of floating, or variable, rate payments on a notional amount of principal is exchanged for a series of fixed interest rate payments on such notional amount.

No assurance can be given that any future hedging activities by us will have the desired beneficial effect on our results of operations or financial condition.

MARKET OVERVIEW

Market Opportunity

U.S. Economic Trends

We believe that growth in U.S. gross domestic product, or U.S. GDP, is a key driver of performance for industrial real estate. Coupled with solid industry fundamentals and limited new supply of suitable industrial real estate in our target markets, we believe that current market conditions make investments in Class B industrial real estate in secondary markets particularly attractive.

U.S. Economic Outlook Through 2027

According to forecasts by the CBO, inflation-adjusted U.S. GDP grew by 1.8% in 2016 and is expected to grow 2.3% in 2017, 1.9% in 2018, and 1.7% in 2019. The CBO expects that these increases in U.S. GDP will spur businesses to maintain and or grow hiring rates, which will continue to push down the unemployment rate and raise the rate of participation in the labor force. In particular, the CBO projects that the unemployment rate will maintain a range of 4.5% to 5.0% over the next 11 years. Overall, the CBO anticipates that over the next decade, inflation-adjusted U.S. GDP will increase at an average annual pace of 1.9%. We expect that increased employment will lead to increased consumer spending, further enhancing the demand for warehouse space, particularly in an e-commerce retail environment.

Key Drivers of Industrial Real Estate Market: Trade, Manufacturing/Production, and Consumer Consumption

In addition to our belief in the correlation between U.S. GDP growth and U.S. industrial real estate performance, we believe that industrial real estate fundamentals in our target markets will be favorably impacted by observable macroeconomic factors including increased rates related to international trade, manufacturing /production and consumer consumption. These key factors experienced declines during the recent recession but have experienced positive growth since 2011 and we believe the continued growth related to these three key drivers will increase demand for and enhance the value of U.S. industrial real estate.

Industrial Trade

Industrial trade is one of the most important drivers of industrial real estate demand as import and export volume greatly determine the amount of space that is needed in order to store goods. Since the recession of 2008 - 2010, exports have been one of the key drivers of the recovery in trade, with export levels up now more than 20.1% from pre-recession levels as illustrated in the graph below. While import rates have not grown as quickly as export rates since the recession, import rates (excluding oil) have risen 6.4% over pre-recession levels, which have resulted in further increased demand for industrial real estate space. We believe that this recovery to import and export rates should continue during 2017, which should help drive demand for industrial space.

Figure 1 (Source: US Department of Commerce — Bureau of Economic Analysis)

Manufacturing and Production

We believe that manufacturing and production are key components of industrial real estate performance as the level of goods that are manufactured and produced has a positive correlation with the amount of space needed to store such goods. The productivity of U.S. mines and factories, as measured by the industrial production index, picked up pace in 2013 and has maintained its momentum to date. Due in large part to the surge in domestic energy production, the U.S. is enjoying lower energy costs, which, combined with more competitive labor costs, should allow industrial production to continue to expand in 2017.

Figure 2 (Source: US Federal Reserve)

In 2015, the U.S. industrial capacity utilization rate stood just above its historical average, with some sectors running well above their long-run averages. We believe that this suggests that more investment in industrial capacity will be needed for industrial production to continue growing The CBO is forecasting that business investment will grow by 5.0% in 2017 and grow on average around 2.2% the following three years. Likewise, the CBO also forecasts total output to grow closer to 2.0% per year rather than the 1.4% increase realized between 2008 and 2016.

Consumer Consumption

Figure 3 (Source: US Department of Commerce — Bureau of Economic Analysis)

Industrial Real Estate Fundamentals

Overview

Figure 4 (Source: CBRE)

This belief aligns with REIS’ data and projections on occupancy and effective rental forecasts for both the 6.4 billion square foot warehouse/distribution and 1.2 billion square foot U.S. Flex/R&D markets, which, as illustrated in the two graphs below, show an increase in effective rents since 2011 and a declining vacancy rate through 2020.


Figure 5 (Source: REIS)	Figure 6 (Source: REIS)

Our Target Markets

The following sections reflect the current market status, based largely on REIS data, of the key markets in which we currently own and where we expect to acquire additional properties in the future. Currently, these markets include Atlanta, Chicago, Cincinnati, Columbus and Memphis.

Atlanta Industrial Market

Overall Market Fundamentals

Atlanta’s long-standing role as a significant center for logistics, along with its centralized location (which is bisected by key transportation corridors) and an international airport have established Atlanta as a leading warehouse/distribution market. These substantial advantages of the Atlanta market have driven prominent firms including Home Depot, Walmart, Williams-Sonoma, and others in their decisions to open facilities in the region. Other large projects, including new warehouses for FedEx and Dollar General, are in progress. Warehouse demand has been exceedingly strong, keeping pace, and then some, with the rising volumes of new supply. Thus, the completion of nearly 9.3 million square feet of new warehouse/distribution space in 2016 met with more than 9.8 million square feet of net absorption. Vacancy only dropped marginally during 2016 but is forecasted to drop over the coming years as new supply slows and move-ins take place.

As seen below in Figure 7, U.S. Bureau of Labor Statistics (BLS) preliminary data for December 2016 put total non-farm employment up 74,217 jobs (2.9%) from 12 months earlier, with the gain over 24 months being 156,5567 jobs (6.2%).

Figure 7 (Source: US Department of Labor)

Employment growth is strong and is diversified among a number of industries (professional and business services, transportation, utilities, travel, education and health services). According to REIS, the distribution/warehouse vacancy rate finished 2016 at 12.0% and will fall 0.7 percentage points to 11.3% by year-end 2018. REIS also projects that asking rent growth will accelerate to an annualized average of 3.2% during 2017 and 2018 to reach a level of $4.11 per square foot. Effective rents are forecasted to climb by a more rapid annualized average rate of 3.4%, during the same period, as market conditions begin to allow landlords to reduce the value of concession packages.

Atlanta Warehouse/Distribution Market

A summary of key real estate supply and demand market indicators show that during Q4 2016 the Atlanta warehouse/distribution market recorded positive net absorption of 4.2 million square feet which advanced effective rents and pushed the vacancy rate down. As seen in Figure 8 below, the Atlanta metro warehouse/distribution absorption also totaled 9.8 million square feet over the past four quarters. Additionally, the market’s year-end 2016 vacancy rate was 2.1 percentage points lower than the 14.1% average since 2010.

Figure 8 (Source: REIS)

Also during Q4 2016, effective rents rose by 1.2%, 3.3% for the year, to an average of $3.43. As shown in Figure 9, positive movement in effective rent is slated to continue.

Figure 9 (Source: REIS)

Atlanta Flex/R&D Market

Atlanta’s 50.3 million square foot metro area Flex/R&D sector had a solid year in 2016 with net absorption of 735,000 square feet. Currently there are limited Flex/R&D projects under construction which should help keep net absorption high in the future. As seen in Figures 10 and 11 below, a summary of key real estate supply and demand metrics shows that during 2016 the Atlanta Flex/R&D market recorded increasing effective rents, positive net absorption, and downward movement in the market’s vacancy rate. Effective rents increased by 0.7% during Q4 2016, 2.2% in all of 2016, to an average of $5.47. Additionally, asking rents rose by 0.6% during the Q4 2016 and 2.0% for the year.

Figure 10 (Source: REIS)

Atlanta experienced positive net absorption for each of the past three years and is projected to remain that way for the next four years. From a historical perspective, the market’s year ending 2016 vacancy rate is 2.6 percentage points lower than its 17.8% average recorded since 2010.

As per REIS, over the next two years, developers are expected to deliver a total of 212,000 square feet to the Atlanta Flex/R&D market. As mentioned before, employment growth at the Atlanta metro is expected to remain strong, which we believe is enough to facilitate an absorption rate averaging 374,600 square feet per year. This absorption rate exceeds total completions over the two-year period by enough to reduce the market vacancy rate to 14.0% by year end 2018. Thereafter, REIS anticipates that effective rent growth will accelerate to an annualized average of 3.0% during 2017 and 2018 to reach a level of $5.80 per square foot, as is illustrated in Figure 11 below.

Figure 11 (Source: REIS)

Chicago Industrial Market

Overall Market Fundamentals

The 544 million square foot Chicago warehouse/distribution market continues to surge, with extensive speculative construction, strong demand, and steady rent gains. It is one of the strongest commercial real estate markets in the country. The year-end 2016 warehouse/distribution vacancy rate is 12.1% for Chicago, down from 12.6% in 2015. The rate is down 520 basis points from the 17.3% recorded at the end of 2010 While new supply has slowed the rate of decline slightly, REIS predicts the vacancy rate will continue to trend down to 10.2% by 2020.

The 49.2 million square foot Flex/R&D had an impressive year in 2016 with the vacancy rate dropping to 13.5, down from 15.1% at the end of 2015. This trend should continue with REIS projecting that the vacancy rate will drop to 11.5% by 2020.

As seen below in Figure 12, non-farm employment growth has experienced year over year growth since 2010. While the growth is positive, the growth rate has been slower than other metropolitan areas. However, employment is expected to continue growing through 2018 then level off for a period due to population growth slowing, thus creating an environment where the industrial real estate market should continue to prosper with high rent growth driven by low levels of new supply forecasted.

Figure 12 (Source: US Department of Labor)

Chicago Warehouse/Distribution Market

As seen in Figure 13 below, effective rents increased by 2.8% during 2016 to an average of $4.34. REIS predicts that this effective rental growth and vacancy rate decline are going to continue through 2018, which we believe bodes well for our focus on warehouse/distribution product in Chicago.

Figure 13 (Source: REIS)

As is illustrated in Figure 14 below, during 2015 and 2016 developers delivered a total of 19.4 million square feet to the warehouse/distribution market. However, those numbers were not enough to slow net absorption which was a stunning 22.4 million square feet over those two years. The market vacancy rate finished 2016 at 12.1% and is predicted to fall further to 10.2% by 2020. REIS anticipates that asking rent growth will accelerate to an annualized average of 3.2% during 2017 through 2020 to reach a level of $4.93 per square foot. Additionally, they are projecting effective rents to advance by a more rapid annualized average rate as market conditions begin to allow landlords to limit the value of their concession packages. New construction is projected to gradually slow down over the next few years.

Figure 14 (Source: REIS)

Chicago Flex/R&D Market

Construction in the Chicago Flex/R&D market has been limited over the past six years but net absorption has been positive over the past three years. Flex/R&D vacancy has dropped from a high of 18.9% in 2011 to its current level of 13.5%. Average annual effective rents have begun to increase and are expected to grow at an average annual rate of 3.0% over the next four years to an effective rental rate of $7.72 per square foot in 2020, as shown in Figure 15. Vacancy rates will also continue to decrease over this period which we believe makes the Flex/R&D product in Chicago very attractive at this time.

Figure 15 (Source: REIS)

As illustrated in Figure 16 below, during 2017 through 2020, developers are expected to deliver an average of 320,000 square feet to the Chicago Flex/R&D market. Net Absorption will continue to out-pace construction at 525,000 square feet per year during the same period. The market vacancy rate is forecasted to continue dropping from its 2016 rate of 13.5% to 11.5% by the end of 2020.

Figure 16 (Source: REIS)

Columbus Industrial Market

Overall Market Fundamentals

During 2016, the U.S. Department of Labor data shows an increase of approximately 20,133 jobs for a 1.9% increase over 2015. While the rate of growth has slowed steadily from the high of 2.8% in 2012, it still remains higher than the national average of 1.4%. As seen below in Figure 17, non-farm employment has grown an average of 23,276 per year over the past six years. The transportation industry, which is a focus in Ohio, remained hot growing at over 3.1% in 2016. Overall employment is projected to bounce back and grow 2.2% in 2017.

Figure 17 (Source: US Department of Labor)

Columbus Warehouse/Distribution Market

The Columbus warehouse/distribution market is comprised of 112 million square feet in four geographic concentrations. During 2016, the warehouse/distribution market experienced positive absorption of 1,077,000 square feet, which is slightly below the average of 1,128,000 square feet over the past six years. In a long-term context, the market’s year-end 2016 vacancy rate of 12.8% is 3.3 percentage points lower than the 16.1% vacancy rate during 2010. New construction slowed during 2016 and is expected to remain more subdued during 2017 before picking up again in 2018.

Figure 18 (Source: REIS)

Effective rents were up 1.9% during 2016 at $3.27 per square foot which is 1.2% greater than the average growth over the past six years. Over the next four years effective rents are projected to grow an average of 2.8% annually reaching $3.66 per square foot by 2020.

Figure 19 (Source: REIS)

Columbus Flex/R&D Market

During 2016, Flex and R&D effective rents in Columbus rose by 1.5% to $4.66. As highlighted by REIS in Figure 20 below, this effective rental growth and vacancy rate decline are forecasted to accelerate through 2020, which we believe bodes well for the Flex/R&D product in Columbus. By 2020 vacancy is projected to decrease to 15.5% and effective rents are expected to be $5.21 per square foot. We believe that market conditions will begin to allow landlords to reduce the value of concession packages and allow effective rents to climb more rapidly.

Figure 20 (Source: REIS)

As illustrated in Figure 21 below, Columbus Flex and R&D construction activity has been minimal with modest growth projected at 66,000 square feet to be added on average over the next four years. Net absorption has been steady and will continue to outpace construction over the foreseeable future.

Figure 21 (Source: REIS)

Memphis Industrial Market

Overall Market Fundamentals

The approximate 111 million square foot Memphis warehouse/distribution market had a solid year in 2016 with 0.9 million square feet of net absorption. However, there was a 40 basis point vacancy rate increase to 14.6%. The vacancy rate increase was driven by the 1.5 million square feet of new space that came online during the year.

With regard to employment overall, the Memphis market has just recovered from the recession, as is seen in Figure 22 below. After having lost jobs in years 2008 through 2010, metro Memphis has now experienced six years of positive job growth, averaging 1.1% per year. There was an increase of job growth in Memphis of 1.3% in 2016 and it is expected to be higher over the next two years before it starts slowing.

Figure 22 (Source: US Department of Labor)

Memphis Warehouse/Distribution Market Overview

A summary of key real estate supply and demand metrics reveals that during 2016 the Memphis warehouse/distribution market experienced positive net absorption, advancing effective rents, and downward movement in the market’s vacancy rate. During 2016, effective rents increased by 2.1% to an average of $2.43 per square foot and are forecasted to be $2.69 per square foot by 2020. As highlighted by REIS in Figure 23 below, this rental growth and vacancy rate decline are forecasted to continue through 2020, which we believe bodes well for our focus on warehouse/distribution product in Memphis.

Figure 23 (Source: REIS)

Leasing activity generated positive 913,000 square feet of absorption during 2016, while over the prior four years, warehouse/distribution absorption averaged a positive 1.6 million square feet. From a historical standpoint, the market’s 2016 vacancy rate of 14.6% is 1.7 percentage points lower than the 16.3% average recorded since 2010.

As is illustrated in Figure 24 below, developers are expected to deliver an average of 1.7 million square feet to the warehouse/distribution market in Memphis over the next four years. However, industrial employment growth at the metro level over the same period is expected to average over 1.0% annually, enough to facilitate an absorption rate averaging 2.0 million square feet per year and drive the vacancy rate down to 12.6% by 2020. REIS projects that effective rent growth will continue at an annualized average rate of 2.6% through 2020. Overall the Memphis warehouse/distribution market is projected to continue its steady improvements.

Figure 24 (Source: REIS)

Memphis Flex/R&D Market

A summary of key real estate supply and demand market indicators shows that during 2016 the Memphis Flex/R&D market recorded slightly negative net absorption and a small increase in the market’s vacancy rate but saw increasing effective rents. During 2016, effective rents increased 0.8% to $4.99 per square foot and vacancy increased 0.2 percentage points to 14.4%.

Figure 25 (Source: REIS)

Leasing activity generated negative 20,000 square feet of absorption during the 2016, while over the prior four years, positive Flex/R&D absorption averaged 83,000 square feet. From a historical standpoint, the market’s 2016 vacancy rate of 14.4% is 0.8 percentage points lower than the 15.2% average recorded since 2010.

As is illustrated in Figure 26 below, developers are expected to deliver a total of 64,000 square feet to the Memphis Flex/R&D market over the next four years. Industrial employment growth at the metro level over the same period is expected to average 1.0% annually, which we believe is enough to facilitate a net positive absorption rate averaging 97,000 square feet per year. REIS projects the market vacancy rate to finish 2020 at 12.6%, down an additional 1.8 percentage points. On an annualized basis effective rents are anticipated to climb an average of 2.2%, ending 2020 at $5.44 per square foot.

Figure 26 (Source: REIS)

Cincinnati Industrial Market

Overall Market Fundamentals

The Cincinnati warehouse/distribution real estate market saw a slight uptick in vacancy in 2016 even with a net absorption of over 1.7 million square feet. The low vacancy rates and robust jobs market has sparked some speculative construction. However, even with new product the vacancy rate is projected to continue its descent over the next four years. Total employment rose by 21,100 (2.0%) jobs since 2015. This is the fifth year in a row that Cincinnati has seen employment growth of over 2% per annum. It is projected that the employment growth will continue, at around 1.5% over the next few years.

Figure 27 (Source: REIS)

Cincinnati Warehouse/Distribution Market

Cincinnati’s warehouse/distribution market finished 2016 with a vacancy rate of 10.8%, up from 10.7% in 2015. Net absorption was a positive 1,742,000 square feet during the year. The solid absorption performance was achieved even with the completion of over 2.0 million newly constructed square feet. REIS projects that an average of 1.1 million square feet of new product will come on line per year over the next four years. Even with this new product, absorption should outpace construction and the vacancy rate should come down to 9.2% by 2020.

Figure 28 (Source: REIS)

During 2016, effective rents rose 2.0% to $3.09 per square foot. Rents had risen 1.3% on average over the past four years and are projected, by REIS, to grow by 2.4% per annum over the next four years.

Figure 29 (Source: REIS)

Cincinnati Flex/R&D Market

For Flex/R&D space, REIS reports 2016 vacancy at 12.3%, slightly up from the prior year’s 11.9%. New construction over the next for years should average 40,000 square feet while net absorption should average 125,000 square feet.

Figure 30 (Source: REIS)

For Flex/R&D space, REIS reports average effective rent increased 1.6% to $5.74 per square foot. Flex/R&D rents are expected to increase an average of 2.4% per annum over the next four years to $6.31 per square foot by 2020.

Figure 31 (Source: REIS)

BUSINESS

Overview

We are a full service, vertically integrated, self-administered and self-managed Maryland corporation focused on the acquisition, ownership and management of single-and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary markets across the U.S. For a definition of Class B industrial properties, see “—Our Investment and Growth Strategies—General.” The Company Portfolio, which consists of 20 industrial properties located in seven states, is currently held through Plymouth Industrial 20 LLC, a joint venture with Torchlight in which we own a 0.5% interest. In connection with the completion of this offering and the Torchlight Transactions, we will redeem Torchlight’s interest in Plymouth Industrial 20 LLC, or Plymouth Industrial 20, and will own 100% of the interests in the Company Portfolio. See “—Torchlight Transactions.” As of December 31, 2016, the Company Portfolio was approximately 98.4% leased to 36 separate tenants across 17 industry types.

We intend to continue to focus on the acquisition of industrial properties in secondary markets with net rentable square footage ranging between approximately 100 million and 300 million square feet, which we refer to as our target markets. We believe industrial properties in such target markets will provide superior and consistent cash flow returns at generally lower acquisition costs relative to industrial properties in primary markets. Further, we believe there is a greater potential for higher rates of appreciation in the value of industrial properties in our target markets relative to industrial properties in primary markets.

	•	single-tenant industrial properties where tenants are paying below-market rents with near-term lease expirations that we believe have a high likelihood of renewal at market rents; and
	•	multi-tenant industrial properties that we believe would benefit from our value-add management approach to create attractive leasing options for our tenants, and as a result of the presence of smaller tenants, obtain higher per-square-foot rents.

Our company, which was formerly known as Plymouth Opportunity REIT, Inc., was founded in March 2011 by two of our executive officers, Jeffrey Witherell and Pendleton White, Jr., each of whom has at least 25 years of experience acquiring, owning and operating commercial real estate properties. Specifically, both were members of a team of senior investment executives that was responsible for the acquisition and capital formation of commercial properties for Franklin Street Properties (NYSE: FSP), a REIT based in Boston, MA, from 2000 to 2007, during which time Franklin Street listed its stock on the American Stock Exchange. Following their time at Franklin Street, our founders recognized a growing opportunity in the Class B industrial space, particularly in secondary markets and select primary markets, following the 2008-2010 recession, and founded the company to participate in the cyclical recovery of the U.S. economy.

We believe that our focus on owning and expanding a portfolio of such properties will generate attractive risk-adjusted returns for our stockholders. Specifically, we believe we can achieve attractive and stable cash flow yields relative to yields achievable from Class A industrial properties because average capitalization rates tend to be higher in Class B industrial properties. In addition, we believe Class B industrial properties offer a higher degree of stability in occupancy and rental rates relative to Class A industrial properties. See “Our Investment and Growth Strategies.”

We source our acquisitions primarily through a combination of off-market and lightly marketed transactions, sale lease-backs and related transactions from illiquid owners and short sales and discounted note purchases from financial institutions. We expect to benefit from our management team’s extensive business and personal relationships and research-driven origination methods to generate investment opportunities, many of which may not be available to our competitors. Additionally, rental rates in our target markets have only recently begun to recover from their recessionary lows, and we believe these rates will increase over time.

We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2012. As a REIT, we generally are not subject to U.S. federal taxes on our income to the extent we annually distribute at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid, to our stockholders and otherwise maintain our qualification as a REIT. We are structured as an UPREIT and will own substantially all of our assets and conduct substantially all of our business through our operating partnership. We are the sole general partner and own 100% of the interests in our operating partnership.

Competitive Strengths

We believe that our investment strategy and operating model distinguish us from other owners, operators and acquirers of industrial real estate in several important ways, including the following:

High-Quality Portfolio with Strong Fundamentals: Since 2014, we have acquired a portfolio of 20 industrial assets with an aggregate of over four million square feet of rentable space. As of December 31, 2016, the Company Portfolio was 98.4% leased to 36 tenants across 17 diversified industries, which we believe reduces our exposure to tenant default risk and earnings volatility. We have seen consistent increases in rental rates since the acquisition of the properties comprising the Company Portfolio. Rental rates on new leases signed in 2016 were approximately 57% higher than rental rates on prior leases, and rental rates for renewing tenants increased 4.9% between 2015 and 2016. In addition, our tenant retention rate increased from 17.3% in 2015 to 78.5% in 2016. We believe that high occupancy rates across the Company Portfolio, as well as strong rental growth, are indicative of the consistent execution of our business strategy.

Strong Alignment of Interests: We believe the interests of our management team, our board of directors and our stockholders are strongly aligned. We have granted to our management team and board of directors an aggregate of restricted shares of common stock. In addition, following the completion of this offering and the Torchlight Transaction, Torchlight will own approximately % of our common stock ( % assuming the full exercise of the warrants to be issued in the Torchlight Transactions). Each of the members of our management team, our board of directors and Torchlight has entered into a lock-up agreement restricting the direct or indirect sale of such securities for 180 days after the date of this prospectus without the prior written consent of D.A. Davidson & Co.

We intend to continue to focus on the acquisition of industrial properties in our target markets across the U.S. We believe that our target markets have exhibited, or will exhibit in the near future, positive demographic trends ( i.e., population growth, decreasing unemployment rates, personal income growth and/or favorable tax climates), scarcity of available industrial space and favorable rental growth projections, which should help create superior long-term risk-adjusted returns. However, we will consider acquisitions in non-target markets that will our overall investment criteria.

Superior Access to Deal Flow: We believe our management team’s extensive personal relationships and research-driven origination methods will provide us access to off-market and lightly marketed acquisition opportunities, many of which may not be available to our competitors. Off-market and lightly marketed transactions are characterized by a lack of a formal marketing process and a lack of widely disseminated marketing materials. Our executive management and acquisition teams maintain a deep, broad network of relationships among key market participants, including property brokers, lenders, owners and tenants, and greater than 50% of the Company Portfolio was sourced in off-market or lightly marketed transactions. We also utilize data-driven and event-driven analytics and primary research to identify and pursue events and circumstances, including financial distress, related to owners, lenders, and tenants that we believe signal emerging investment opportunities that our competitors may not recognize. We believe that our sourcing approach will provide us access to a significant number of attractive investment opportunities.

Experienced Management Team: Each of the three senior members of our executive management team has over 25 years of real estate industry experience, with each member having previous public REIT or public real estate company experience. Led by Mr. Witherell, our Chairman and Chief Executive Officer, Mr. White, our President and Chief Investment Officer, and Mr. Wright, our Chief Financial Officer, our management team has significant experience in acquiring, owning, operating and managing commercial real estate, with a particular emphasis on industrial assets. Throughout their careers, Mr. Witherell and Mr. White have had primary responsibility of overseeing the acquisition, financing, ownership and management of more than ten million square feet of office and industrial properties in our target markets, while over the past 18 years Mr. Wright has served as the Chief Financial Officer of two real estate companies, one of which had approximately $8 billion in assets.

Our Investment and Growth Strategies

General

Our primary objective is to generate attractive risk-adjusted returns for our stockholders through dividends and capital appreciation primarily through the acquisition of Class B industrial properties, including distribution centers, warehouses and light industrial properties. We generally define Class B industrial properties as industrial properties that are typically more than 15 years old, have clear heights between 18 and 26 feet and square footage between 50,000 and 500,000 square feet, with building systems that have adequate capacities to deliver the services currently needed by existing tenants, but may need upgrades for future tenants. In contrast, we define Class A industrial properties as industrial properties that typically are 15 years old or newer, have clear heights in excess of 26 feet and square footage in excess of 200,000 square feet, with energy efficient design characteristics suitable for current and future tenants.

Our investment strategy will also focus on the burgeoning e-commerce industry, acquiring industrial properties that may service tenants’ e-commerce fulfillment needs, or “last mile” deliver requirements. These properties, termed “in-fill” properties are typically located in highly populated areas, new city centers or populous suburban areas.

We target Class B industrial properties, as compared to Class A industrial properties. The distinction between Class A industrial and Class B industrial properties is subjective. However, we consider Class A industrial properties and Class B industrial properties to have the following characteristics:

	•	Class A industrial properties typically possess most of the following characteristics: 15 years old or newer, square footage generally in excess of 300,000 square feet, concrete tilt-up construction, clear height in excess of 26 feet, a ratio of dock doors to floor area that is more than one door per 10,000 square feet and energy efficient design characteristics for current and future tenants. Rents are based on a specified range between the top 20-30% of the industrial rents in the marketplace.
	•	Class B industrial properties typically vary from Class A industrial properties in that they have some but not all of the features of the Class A industrial properties. They are typically more than 15 years old, have clear heights between 18 and 26 feet and square footage between 50,000 and 300,000 square feet. Building systems (mechanical, HVAC and utility) have adequate capacities to deliver services currently required by tenants but may need upgrades for future tenants. Rents are typically 30-50% below Class A properties in the marketplace.

Our definitions of Class A industrial properties and Class B industrial properties may vary from the definitions of these terms used by investors, analysts or other industrial REITs.

In addition, we primarily target secondary markets, as compared to primary markets. The distinction between primary markets and secondary markets is subjective. However, we define primary and secondary markets as follows:

	•	Primary Markets include gateway cities and the following six target metropolitan areas in the U.S., each generally consisting of more than 300 million square feet of industrial space: Los Angeles, San Francisco, New York, Chicago, Washington, DC and Boston.
	•	Secondary Markets for our purposes include non-gateway markets, each generally consisting of between 100 million and 300 million square feet of industrial space, including the following metropolitan areas in the U.S.: Atlanta, Austin, Baltimore, Charlotte, Cincinnati, Cleveland, Columbus, Dallas, Detroit, Houston, Indianapolis, Jacksonville, Kansas City, Memphis, Milwaukee, Nashville, Norfolk, Orlando, Philadelphia, Pittsburgh, Raleigh/Durham, San Antonio, South Florida, St. Louis and Tampa.

Our definitions of primary and secondary markets may vary from the definitions of these terms used by investors, analysts and other industrial REITs, could include additional metropolitan statistical areas in addition to those named above and may change over time.

We will focus our acquisition activities on our core property types, which include warehouse/distribution facilities and light manufacturing facilities, because we believe they generate higher tenant retention rates and require lower tenant improvement and re-leasing costs. To a lesser extent, we will focus on flex/office facilities (light assembly and research and development). We define these property types as follows:

	•	Warehouse/Distribution—properties generally 200,000 to 500,000 square feet in size with ceiling heights between 22 feet and 36 feet and used to store and ship various materials and products.
	•	Light Manufacturing—properties generally 75,000 to 250,000 square feet in size with ceiling heights between 16 feet and 22 feet and used to manufacture all types of goods and products.

According to CBRE, secondary industrial market areas have, on average, a high degree of fundamental stability in rents and occupancies. Alternatively, although primary markets may offer a substantial amount of depth and ability to re-tenant vacant space, these markets tend to have a higher degree of volatility in occupancy and rent due in large part to a tenant dependence on external trade and distribution flows and these tend to be more volatile than locally-generated demand. Additionally, these primary markets tend to be prone to a higher propensity for speculative construction.

According to a recent study published by CBRE, which examines the availability rates of industrial properties, the majority of industrial tenants are satisfied with their Class B industrial properties. While these Class B industrial properties usually have lower clear height, less cross-docked loading, less technology incorporated into building utilities and overall less functionality than Class A industrial properties, such building characteristics also result in lower building costs which result in lower rents when compared to Class A industrial properties. Thus, Class B industrial properties are priced for the industrial functionality they deliver, which tends to result in high tenant retention rates.

The CBRE study also revealed that older industrial buildings generally have higher occupancy rates than newer buildings. Specifically by decade of construction, buildings built in the 1980s had higher rates of occupancy than those built in the 1990s, with this trend continuing with buildings built in 2000 and thereafter. These statistics seem to refute the common misperception of diminished functionality and desirability of older Class B industrial properties.

Overall, we believe that the aforementioned factors impacting the supply and demand dynamic create a compelling case for the attractiveness and overall cost effectiveness of Class B industrial properties among a variety of tenants. Class B industrial property owners and operators generally benefit from low tenant rollover because of the properties’ locations and sufficient functionality. Tenants tend to benefit from lower rentals rates, while we believe investors can expect stable and predictable cash flows and lower volatility.

We believe that pursuing the following strategies will enable us to achieve our investment objectives.

Investment Strategy

Our primary investment strategy is to acquire Class B industrial properties predominantly in secondary markets across the U.S. We intend to acquire properties that we believe can achieve high initial yields and strong ongoing cash-on-cash returns and that exhibit the potential for increased rental growth in the near future. In addition, we may acquire Class A industrial properties that offer similar attractive return characteristics if the cost bases for such properties are comparable to those of Class B industrial properties in a given market or sub-market.

Our investment strategy also focuses on properties in our target markets that consist of the following tenant profiles:

Multi-Tenant Acquisitions: Our core acquisition strategy is to (1) acquire multi-tenanted industrial properties, and (2) acquire properties currently occupied by a single tenant that have the capacity to efficiently break-up the space and create customized sizes for various tenants. We believe that smaller tenants (ranging typically between 25,000 square feet to 100,000 square feet) will pay more on a per-square-foot basis than a single tenant while reducing the binary risk associated with leasing to single tenants. Further, typically the extra cost we incur to break-up a property (such as demising walls, additional doors, signage) is off-set by the expected increase in rent paid by the individual tenant over the term of the lease. This multi-tenant property strategy also benefits us in acquiring such properties as many of our competitors steer away from smaller-sized properties in favor of pursuing larger and newer (and, in or view, more competitive) Class A single tenant properties where the pricing is typically higher on a price-per-square-foot basis.

Single Tenant Acquisitions: The performance of single-tenant properties tends to be binary in nature: either a tenant is paying rent or the owner is paying the entire carrying cost of the property. We believe that this binary nature frequently causes the market to inefficiently price certain single-tenant assets. In an attempt to avoid this binary risk, potential investors in single-tenant properties often apply a set of rigid decision rules that would force buyers of single-tenant properties to avoid acquisitions where the tenant does not have an investment grade rating or where the remaining primary lease term is less than an arbitrary number such as 10 years. By adhering to such inflexible decision rules, these types of investors may miss attractive opportunities that we can identify and acquire.

We currently own both multi-tenant and single-tenant properties which make up approximately 70% and 30% of the Company Portfolio by square footage, respectively.

We further believe that our method of using and applying the results of our due diligence and our ability to understand and underwrite risk allows us to exploit certain market inefficiencies. We believe the systematic aggregation of individual properties will result in a diversified portfolio that mitigates the risk of any single property and will produce sustainable risk-adjusted returns which are attractive in light of the associated risks. A diversified portfolio with low correlated risk facilitates debt financing and mitigates individual property ownership risk. This, coupled with our intention to maintain relatively low debt levels, should mitigate any potential carrying costs in the event a tenant decides to vacate.

We will employ a “bottom-up” set of analyses that evaluates potential acquisitions within the context of the market and submarket in which they are located. Each submarket has its own unique market characteristics that determine the timing and amount of cash flow that can reasonably be expected to be derived from the ownership of real estate asset in that market.

The company also intends to pursue joint venture arrangements with institutional partners which could provide management fee income as well as residual profit-sharing income. Such joint ventures may involve investing in industrial assets that would be characterized as opportunistic or value-add investments. These may involve development or re-development strategies that may require significant up-front capital expenditures, lengthy lease-up periods and result in inconsistent cash flows. As such, these properties’ risk profiles and return metrics would likely differ from the non-joint venture properties that we target for acquisition.

Finally, following this offering, we believe we will have a competitive advantage in sourcing attractive acquisitions because the competition for our target assets is primarily local investors who are not likely to have ready access to debt or equity capital. In addition, our UPREIT structure may enable us to acquire industrial properties on a non-cash basis in a tax efficient manner through the issuance of OP units as consideration for the transaction. We will also continue to develop our large existing network of relationships with real estate and financial intermediaries. These individuals and companies give us access to significant deal flow—both those broadly marketed and those exposed through only limited marketing. These properties will be acquired primarily from third-party owners of existing leased buildings and secondarily from owner-occupiers through sale-leaseback transactions.

Growth Strategies

We will seek to maximize our cash flows through proactive asset management. Our asset management team will be actively managing the Company Portfolio in an effort to maintain high retention rates, lease vacant space, manage operating expenses and maintain our properties to an appropriate standard. In doing so, we will seek to develop strong tenant relationships with all of our tenants and leverage those relationships and market knowledge to increase renewals, properly prepare tenants for rent increases, obtain early notification of departures to provide longer re-leasing periods and work with tenants to properly maintain properties. Our asset management team will collaborate with our internal credit function to actively monitor the credit profile of each of our tenants and prospective tenants on an ongoing basis.

Our asset management team functions include strategic planning and decision-making, centralized leasing activities and management of third-party leasing and property management companies. Our asset management/credit team oversees property management activities relating to our properties which include controlling capital expenditures and expenses that are not reimbursable by tenants, making regular property inspections, overseeing rent collections and cost control and planning and budgeting activities. Tenant relations matters, including monitoring of tenant compliance with their property maintenance obligations and other lease provisions, will be handled by in-house personnel for most of our properties.

A key asset management goal is to cost effectively retain tenants and increase occupancy. Our asset management team strives to maintain an active dialogue with all tenants to identify lease extension opportunities. We intend to typically prepare our renewal or releasing strategy 12 months prior to scheduled lease expiration dates, and also enter into discussions with tenants well in advance of such expiration dates to identify any potential changing tenant requirements. By actively working to retain tenants we will keep occupancy levels high and minimize “down time” and releasing costs.

Additionally, we will seek to stagger lease termination dates in order to minimize the possibility of significant portions of the Company Portfolio becoming vacant at the same time.

In addition to cost effective tenant retention, we intend to actively market space for which tenant renewals are not obtained. We plan to work with national and local brokerage companies to market and lease available properties on advantageous terms. We will track the activity of these brokerage firms and we will position our properties in the market to cost effectively balance occupancy downtime with asking rents and incentives. We aim to increase the cash flow generated by our acquired properties through appropriate rent increase provisions in our leases.

Our asset management team monitors our assets on an ongoing basis through engagement and supervision of local property managers and regular site visits, and keeps apprised on local market conditions through discussions with brokers and principals, as well as by tracking comparable sales and rental data from various reporting services such as CoStar and REIS. By maintaining this knowledge base we are better prepared for discussions with tenants regarding retention terms and be better able to position our properties appropriately when marketing to potential tenants.

Another vital asset management function is our active monitoring of our tenant’s and prospective tenant’s credit profiles. On a continuing basis, our asset management/credit team will monitor the financial data provided by our tenants including quarterly, semi-annual, or annual financial information. We also expect to have access to our tenants’ executive management teams to discuss their historical performance and future expectations. The credit monitoring process involves the review of key news developments, financial statement analysis, credit rating agency data, management discussions, and the exchange of information with the other asset management specialists.

Financing Strategy

Investment Criteria

We believe that our market knowledge, operations systems and internal processes allow us to efficiently analyze the risks associated with an asset’s ability to produce cash flow going forward. We blend fundamental real estate analysis with corporate credit analysis to make a probabilistic assessment of cash flows that will be realized in future periods. We also utilize data-driven and event-driven analytics and primary research to identify and pursue events and circumstances, including financial distress, related to owners, lenders, and tenants that we believe signal emerging investment opportunities that our competitors may not recognize.

Our investment strategy focuses on Class B industrial properties in secondary markets for the following reasons:

	•	Class B Industrial properties generally require less capital expenditures than both Class A industrial properties and other commercial property types;
	•	investment yields for Class B industrial properties are often greater than investment yields on both Class A industrial properties and other commercial property types;
	•	Class B industrial tenants tend to retain their current space more frequently than Class A industrial tenants;
	•	Class B industrial properties tend to have higher current returns and lower volatility than class A industrial properties;
	•	we believe there is less competition for Class B industrial properties from institutional real estate buyers; our typical competitors are local investors who often do not have ready access to debt or equity capital;
	•	the Class B industrial properties real estate market is highly fragmented and complex, which we believe make it difficult for less-experienced or less-focused investors to access comparable opportunities on a consistent basis;
	•	we believe that there is a limited new supply of Class B industrial properties space in our target markets;
	•	secondary markets generally have less occupancy and rental rate volatility than primary markets;
	•	Class B properties and secondary markets are typically “cycle agnostic”; i.e., less prone to overall real estate cycle fluctuations;
	•	we believe secondary markets, today, generally, have more growth potential at a lower cost basis than primary markets; and
	•	we believe that the demand for e-commerce-related properties, or e-fulfillment facilities, will continue to grow and play a significant role in our investing strategy.

Underwriting Process

For each property we evaluate, our analysis focuses on:

•

Real Estate. We evaluate the physical real estate within the context of the market (and submarket) in which it is located and the prospect for re-tenanting the building as leases expire by estimating the following:

	•	market rent for this building in this location;
	•	downtime to re-lease and related carrying costs;
	•	cost (tenant improvements, leasing commissions and required capital expenditures) to achieve the projected market rent within the projected downtime; and
	•	single-tenant or multi-tenant reuse.

•

Deal Parameters. We evaluate the tenant and landlord obligations contained within the existing or proposed lease and other transaction documents.

•

Tenant Credit. We apply fundamental credit analysis to evaluate the tenant’s credit profile by focusing on the tenant’s current and historical financial status, general business plan, operating risks, capital sources and earnings expectations. We also analyze SEC filings, press releases, management calls, rating agency reports and other public information. In the case of a private, non-rated firm, we will obtain financial information from the tenant and calculate common measures of credit strength such as debt-to-EBITDA and coverage ratios. For publicly rated firms, we use the credit information issued by Moody’s Investor Services, Standard & Poor’s, and

Fitch Ratings. Using this data and publicly available bond default studies of comparable tenant credits, we estimate the probability of future rent loss due to tenant default.

•

Tenant Retention. We assess the tenant’s use of the property and the degree to which the property is central to the tenant’s ongoing operations, the tenant’s potential cost to relocate, the supply/demand dynamic in the relevant submarket and the availability of suitable alternative properties. We believe tenant retention tends to be greater for properties that are critical to the tenants’ businesses.

Acquisition Pipeline

Our executive management and acquisition teams maintain a deep, broad network of relationships among key market participants, including property brokers, lenders, owners and tenants. We believe these relationships and our research-driven origination methods will provide us access to off-market and lightly marketed acquisition opportunities, many of which may not be available to our competitors. Furthermore, we believe that a significant portion of the 13.8 billion square feet of industrial space in the U.S. falls within our target investment criteria and that there will be ample supply of attractive acquisition opportunities in the future.

In the normal course of our business, we regularly evaluate the market for industrial properties to identify potential acquisition targets. As of the date of this prospectus, we were evaluating approximately $350 million of potential acquisitions in our target markets that we have identified as warranting further investment consideration after an initial review. As of the date of this prospectus, we have neither entered into any letters of intent or purchase agreements with respect to any potential acquisitions nor have we begun a comprehensive due diligence review with respect to any of these properties. Accordingly, we do not believe that the acquisition of any of the properties under evaluation is probable as of the date of this prospectus.

The Company Portfolio

As of the date of this prospectus, we have a minority interest in and operate 20 industrial buildings, with an aggregate of approximately 4.0 million square feet of rentable space that is currently 98.4% occupied. Upon completion of this offering and the Torchlight Transactions, we will own 100% of the interest in each of the 20 properties listed below. The following table provides certain information with respect to the Company Portfolio as of December 31, 2016.

Metro	Address	Property Type	Year Built/ Renovated (1)	Square Footage	Occupancy	Annualized Rent (2)	Percent of Total Annualized Rent	Annualized Rent/Square Foot (3)
Chicago, IL	3940 Stern Avenue	Warehouse/Light Manufacturing	1987	146,798	100%	$623,891	4.4%	$4.25
Chicago, IL	1875 Holmes Road	Warehouse/Light Manufacturing	1989	134,415	100%	$661,322	4.7%	$4.92
Chicago, IL	1355 Holmes Road	Warehouse/ Distribution	1975/1999	82,456	100%	$387,643	2.8%	$4.70
Chicago, IL	2401 Commerce Drive	Warehouse/ Flex	1994	78,574	100%	$584,369	4.2%	$7.44
Chicago, IL	189 Seegers Road	Warehouse/Light Manufacturing	1972	25,000	100%	$162,250	1.2%	$6.49
Chicago, IL	11351 W. 183 ^rd Street	Warehouse/ Distribution	2000	18,768	100%	$182,613	1.3%	$9.73
Cincinnati, OH	Mostellar Distribution Center I & II	Warehouse/Light Manufacturing	1959	358,386	100%	$1,044,415	7.4%	$2.91
Cincinnati, OH	4115 Thunderbird Lane	Warehouse/Light Manufacturing	1991	70,000	100%	$234,500	1.7%	$3.35
Florence, KY	7585 Empire Drive	Warehouse/Light Manufacturing	1973	148,415	100%	$412,785	2.9%	$2.78
Columbus, OH	3500 Southwest Boulevard	Warehouse/ Distribution	1992	527,127	100%	$1,782,634	12.7%	$3.38
Columbus, OH	3100 Creekside Parkway	Warehouse/ Distribution	2004	340,000	100%	$986,000	7.0%	$2.90
Columbus, OH	8288 Green Meadows Dr.	Warehouse/ Distribution	1988	300,000	100%	$906,000	6.5%	$3.02
Columbus, OH	8273 Green Meadows Dr.	Warehouse/ Distribution	1996/2007	77,271	100%	$355,765	2.5%	$4.60
Columbus, OH	7001 American Pkwy	Warehouse/ Distribution	1986/2007 & 2012	54,100	100%	$175,825	1.3%	$3.25
Memphis, TN	6005, 6045 & 6075 Shelby Dr.	Warehouse/ Distribution	1989	202,303	69.3%	$424,130	3.0%	$2.10
Jackson, TN	210 American Dr.	Warehouse/ Distribution	1967/1981 & 2012	638,400	100%	$1,404,480	10.0%	$2.20
Altanta, GA	32 Dart Road	Warehouse/Light Manufacturing	1988	194,800	100%	$516,220	3.7%	$2.65
Portland, ME	56 Milliken Road	Warehouse/Light Manufacturing	1966/1995, 2005, 2013	200,625	100%	$1,036,391	7.4%	$5.17
Marlton, NJ	4 East Stow Road	Warehouse/ Distribution	1986	156,279	97.9%	$804,895	5.7%	$5.15
Cleveland, OH	1755 Enterprise Parkway	Warehouse/Light Manufacturing	1979/2005	255,570	100.0%	$1,352,642	9.6%	$5.29
Industrial Properties -- Total/Weighted Average				4,009,287	98.4%	$14,038,770	100.0%	$3.50

________________

(1)

Renovation means significant upgrades, alterations or additions to building areas, interiors, exteriors and/or systems.

(2)

Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month ended December 31, 2016, by (ii) 12. On December 31, 2016, there were no rent abatements or concessions in effect that would impact cash rent.

(3)

The two largest properties in the Company Portfolio, each representing 10% or more of our total annualized rent, are Perseus-210 American Drive (the “Perseus Property”) and Pier One-3500 Southwest Boulevard (the “Pier One Property”), consisting of 638,400 and 527,127 square feet, respectively. Additional information regarding these two properties is set forth below.

Perseus-210 American Drive is a 638,400 square foot warehouse and distribution center located in Jackson, Tennessee. The property is 100% leased to Perseus Distribution, the largest third-party book distributor in the United States, which was purchased by Ingram Content Group in 2016. Perseus Distribution has occupied the property since 2006.

Address

Tenant

Industry

Rentable
Square
Feet

Percent of
Rentable
Square
Feet

Expiration

Annualized
Base
Rent/SF

Annualized
Base Rent

Percent of
Annualized
Base Rent

Lease
Type

210 American Drive

Perseus Distribution

Paper & Printing

638,400

100.0%

5/31/2020

2.20

1,404,480

100.0%

Triple Net

Average lease term for the in place lease is 3.4 years as of December 31, 2016.

Year of Expiration	Number of Leases Expiring		Total Rentable Square Feet		Percentage of Rentable Square Feet		Annualized Base Rent		Percentage of Annualized Base Rent		Annualized Base Rent per Square Foot
Available				—		0.0%	$	—		0.0%	$	—
2017		0		—		0.0%	$	—		0.0%	$	—
2018		0		—		0.0%	$	—		0.0%	$	—
2019		0		—		0.0%	$	—		0.0%	$	—
2020		1		638,400		100.0%	$	1,404,480		100.0%	$	2.20
2021		0		—		0.0%	$	—		0.0%	$	—
2022		0		—		0.0%	$	—		0.0%	$	—
2023		0		—		0.0%	$	—		0.0%	$	—
2024		0		—		0.0%	$	—		0.0%	$	—
2025		0		—		0.0%	$	—		0.0%	$	—
2026		0		—		0.0%	$	—		0.0%	$	—
Thereafter
Total/Weighted Average		1		638,400		100.0%	$	1,404,480		100.0%	$	2.20

Five Year Occupancy History

Year-End	Square Feet Occupied	Occupancy %
2012	373,600	59%
2013	638,400	100%
2014	638,400	100%
2015	638,400	100%
2016	638,400	100%

The Perseus Property was purchased in October 2014 and our federal tax basis in this property is estimated to be approximately $13 million. The Perseus Property includes a variety of assets, some of which provide a deduction for depreciation over various periods of time and under a variety of methods ( e.g. , buildings—39 years, tenant improvements—15 years, leasing commissions—over the life of the lease). Other assets, such as land, do not provide a deduction of depreciation. We anticipate the Perseus Property will produce a deduction of approximately $0.3 million annually but the amount is subject to change as assets are added and as assets become fully depreciated.

Pier One-3500 Southwest Boulevard is a 527,127 square foot warehouse and distribution center located in Columbus, Ohio 100% leased to Pier 1 (NYSE: PIR) (“Pier 1”) [under a lease that expires December 31, 2017]. Pier 1 has occupied the property since it was built in 1992, and uses the property as a main distribution hub for its United States operations. The building has 28 to 32 foot ceiling height and has extensive dock and trailer storage facilities.

Address

Tenant

Industry

Rentable
Square
Feet

Percent of
Rentable
Square
Feet

Expiration

Annualized
Base
Rent/SF

Annualized
Base Rent

Percent of
Annualized
Base Rent

Lease
Type

3500 Southwest Boulevard

Pier One

Home Furnishings

527,127

100.0%

12/31/2017

3.38

1,782,634

100.0%

Triple Net

Average lease term for the in place lease is 1.0 year as of December 31, 2016.

Year of Expiration	Number of Leases Expiring		Total Rentable Square Feet		Percentage of Rentable Square Feet		Annualized Base Rent		Percentage of Annualized Base Rent		Annualized Base Rent per Square Foot
Available				—		0.0%	$	—		0.0%	$	—
2017		1		527,127		100.0%	$	1,782,634		100.0%	$	3.38
2018		0		—		0.0%	$	—		0.0%	$	—
2019		0		—		0.0%	$	—		0.0%	$	—
2020		0		—		0.0%	$	—		0.0%	$	—
2021		0		—		0.0%	$	—		0.0%	$	—
2022		0		—		0.0%	$	—		0.0%	$	—
2023		0		—		0.0%	$	—		0.0%	$	—
2024		0		—		0.0%	$	—		0.0%	$	—
2025		0		—		0.0%	$	—		0.0%	$	—
2026		0		—		0.0%	$	—		0.0%	$	—
Thereafter		0		—		0.0%	$	—		0.0%	$	—
Total/Weighted Average		1		527,127		100.0%	$	1,782,634		100.0%	$	3.38

Five Year Occupancy History

Year-End	Square Feet Occupied	Occupancy %
2012	527,127	100%
2013	527,127	100%
2014	527,127	100%
2015	527,127	100%
2016	527,127	100%

The Pier One Property was purchased in October 2014 and federal tax basis in this property is estimated to be approximately $20 million. The Pier One Property includes a variety of assets, some of which provide a deduction for depreciation over various periods of time and under a variety of methods ( e.g. , buildings—39 years, tenant improvements—15 years, leasing commissions—over the life of the lease). Other assets, such as land, do not provide a deduction of depreciation. We anticipate the Pier One Property will produce a deduction of approximately $0.4 million annually but the amount is subject to change as assets are added and as assets become fully depreciated.

Functionality Diversification

The following tables set forth information relating to functionality diversification by building type based on total square footage and annualized rent as of December 31, 2016.

Building Type	Number of Properties		Occupancy(1)		Total Rentable Square Feet		Percentage of Rentable Square Feet		Annualized Base Rent(2)		Percentage of Annualized Base Rent(3)		Annualized Base Rent per Square Foot(4)
Warehouse/Distribution		10		97.3%		2,391,211		59.6%	$	7,267,775		51.8%	$	3.04
Warehouse/Light Manufacturing		8		100.0%		1,464,009		36.5%	$	5,809,916		41.4%	$	3.97
Light Manufacturing/Flex		1		100.0%		78,574		2.0%	$	584,369		4.2%	$	7.44
Warehouse/Flex		1		100.0%		75,493		1.9%	$	376,710		2.7%	$	4.99
Total Company Portfolio		20		98.4%		4,009,287		100.0%	$	14,038,770		100.0%	$	3.50

____________________

(1)

Calculated as the average occupancy at such properties as of December 31, 2016.

(2)

Calculated for each property as the monthly contracted base rent per the terms of the lease(s) at such property, as of December 31, 2016, multiplied by 12 and then aggregated by property type. Excludes billboard and antenna revenue and rent abatements. Total rent abatements with respect to the Company Portfolio for leases in effect as of December 31, 2016 for the 12 months ending December 31, 2017 are $0. Annualized base rent includes rent from triple-net leases, modified triple-net leases and gross leases. See “Business—Lease Overview.”

(3)

Calculated for each property type as annualized base rent for such property type divided by total annualized base rent for the Company Portfolio as of December 31, 2016.

(4)

Calculated for each property type as annualized base rent for such property type divided by leased square feet for such property type as of December 31, 2016.

Geographic Diversification

The following tables set forth information relating to geographic diversification of the Company Portfolio by state based on total annualized rent as of December 31, 2016.

State	Number of Properties		Occupancy(1)		Total Rentable Square Feet		Percentage of Rentable Square Feet		Annualized Base Rent(2)		Percentage of Annualized Base Rent(3)		Annualized Base Rent per Square Foot(4)
Ohio		8		100.0%		1,982,454		49.4%	$	6,837,780		48.8%	$	3.45
Illinois		6		100.0%		486,011		12.1%	$	2,602,088		18.5%	$	5.35
Tennessee		2		92.6%		840,703		21.0%	$	1,828,611		13.0%	$	2.18
Maine		1		100.0%		200,625		5.0%	$	1,036,391		7.4%	$	5.17
New Jersey		1		97.9%		156,279		3.9%	$	804,895		5.7%	$	5.15
Georgia		1		100.0%		194,800		4.9%	$	516,220		3.7%	$	2.65
Kentucky		1		100.0%		148,415		3.7%	$	412,785		2.9%	$	2.78
Total Company Portfolio		20		98.4%		4,009,287		100.0%	$	14,038,770		100.0%	$	3.50

____________________

(1)

Calculated as the average occupancy at such properties as of December 31, 2016.

(2)

Calculated for each property as monthly contracted base rent per the terms of the lease(s) at such property, as of December 31, 2016, multiplied by 12 and then aggregated by market. Excludes billboard and antenna revenue and rent abatements. Annualized base rent includes rent from triple net leases, modified gross leases and gross leases. See “Business—Lease Overview.”

(3)

Calculated as annualized base rent for such market divided by annualized base rent for the Company Portfolio as of December 31, 2016.

(4)

Calculated as annualized base rent for such market divided by leased square feet for such market as of December 31, 2016.

Industry Diversification

The following tables set forth information relating to tenant diversification of the Company Portfolio by industry based on total square feet occupied and annualized rent as of December 31, 2016.

Industry	Number of Leases(1)		Total Leased Square Feet		Percentage of Leased Square Feet		Annualized Base Rent(2)		Percentage of Annualized Base Rent(3)		Annualized Base Rent per Square Foot(4)
Automotive		6		790,826		20.2%	$	2,343,181		16.7%	$	2.96
Home Furnishings		1		527,127		13.4%	$	1,782,634		12.7%	$	3.38
Paper & Printing		2		676,008		17.1%	$	1,585,374		11.3%	$	2.35
Industrial Equipment		5		289,609		7.3%	$	1,534,349		10.9%	$	5.30
Wholesale/Retail		4		414,939		10.5%	$	1,334,316		9.5%	$	3.22
Chemicals		1		145,939		3.7%	$	763,280		5.4%	$	5.25
Aerospace		1		236,405		6.0%	$	640,658		4.6%	$	2.71
Light Manufacturing		1		146,798		3.7%	$	623,892		4.4%	$	4.25
Construction		2		134,589		3.4%	$	613,757		4.4%	$	4.56
Food & Beverage		1		91,036		2.3%	$	584,884		4.2%	$	6.42
Tech/Electronics		2		129,593		3.3%	$	552,535		3.9%	$	4.26
Healthcare		2		87,645		2.2%	$	531,501		3.8%	$	6.06
Business Services		3		69,150		1.8%	$	300,945		2.1%	$	4.35
Financial Services		2		71,927		1.8%	$	297,060		2.1%	$	4.13
Photography		1		39,950		1.0%	$	247,291		1.8%	$	6.19
Logistics		2		71,730		1.8%	$	197,114		1.4%	$	2.75
Plastics		1		21,200		0.5%	$	106,000		0.8%	$	5.00
Total Company Portfolio		37		3,943,866		100.0%	$	14,038,770		100.0%	$	3.56

____________________

(1)

A single lease may cover space in more than one building.

(2)

Calculated for each lease as the monthly contracted base rent per the terms of such lease, as of December 31, 2016, multiplied by 12 and then aggregated by industry. Excludes billboard and antenna revenue and rent abatements. Annualized base rent includes rent from triple net leases, modified gross leases and gross leases. See “Business—Lease Overview.”

(3)

Calculated as annualized base rent for tenants in such industry divided by annualized base rent for the Company Portfolio as of December 31, 2016.

(4)

Calculated as annualized base rent for tenants in such industry divided by leased square feet for tenants in such industry as of December 31, 2016.

Tenants

We believe our Company Portfolio has a stable and diversified tenant base. As of December 31, 2016, the Company Portfolio was approximately 98.4% leased to 36 different tenants across 17 industries. The average tenant size is approximately 109,552 square feet, with 50% of tenants occupying less than 54,000 square feet each. The ten largest tenants collectively account for 64.6% of the annualized rent as of December 31, 2016. We intend to continue to maintain a diversified mix of tenants in order to limit our exposure to any single tenant or industry.

The following table sets forth information about the ten largest tenants in our Company Portfolio based on total annualized rent as of December 31, 2016.

Ten Largest Tenants by Annualized Rent

Tenant	Market	Industry	Number of Leases	Total Rentable Square Feet (1)	Expiration	Annualized Base Rent/SF (2)	Annualized Base Rent (3)	Percent of Total Annualized Rent (4)
Pier One	Columbus	Home Furnishings	1	527,127	12/31/2017	$3.38	$1,782,634	12.7%
Perseus Distribution	Jackson	Paper & Printing	1	638,400	5/31/2020	$2.20	$1,404,480	10.0%
Liquidity Services	Columbus	Wholesale/Retail	1	340,000	2/28/2019	$2.90	$986,000	7.0%
Volvo Parts North America	Columbus	Automotive	1	300,000	10/31/2019	$3.02	$906,000	6.5%
AMTEC Precision Products	Chicago	Industrial Equipment Components	2	174,336	10/31/2019, 4/30/2025	$4.97	$866,915	6.2%
Royal Chemical	Cleveland	Chemical	1	145,334	3/31/2020	$5.25	$763,280	5.4%
Standard Aero	Cincinnati	Aero Space	1	236,405	4/30/2021	$2.71	$640,657	4.6%
Colony Display Systems	Chicago	Light Manufacturing	1	146,798	12/31/2017	$4.25	$623,891	4.4%
Barber Foods	Portland	Food & Beverage	1	91,036	12/31/2018	$6.42	$584,883	4.2%
American Driveline	Atlanta	Automotive	1	194,800	8/31/2024	$2.65	$516,220	3.7%
Ten Largest Tenants by Annualized Rent			11	2,794,236		$3.25	$9,074,962	64.6%
All Other			26	1,149,630		$4.32	$4,963,808	35.4%
Total Company Portfolio			37	3,943,866		$3.56	$14,038,770	100.0%

____________________

(1)

Calculated for each tenant as leased square feet.

(2)

Calculated as annualized base rent for such tenant divided by leased square feet for such tenant as of December 31, 2016.

(3)

Calculated for each tenant as the monthly contracted base rent per the terms of such tenant’s lease, as of December 31, 2016, multiplied by 12. Excludes billboard and antenna revenue and rent abatements. Total rent abatements with respect to the Company Portfolio for leases in effect as of December 31, 2016 for the 12 months ending December 31, 2017 are $0. Annualized base rent includes rent from triple net leases, modified triple-net leases and gross leases. See “Business—Lease Overview.”

(4)

Calculated as annualized base rent for such tenant divided by annualized base rent for the Company Portfolio as of December 31, 2016.

Lease Overview

Triple-net lease. In our triple-net leases, the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term. The landlord may have responsibility under the lease to perform or pay for certain capital repairs or replacements to the roof, structure or certain building systems, such as heating and air conditioning and fire suppression. The tenant may have the right to terminate the (ease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2016, there were 32 triple-net leases in the Company Portfolio, representing approximately 83.0% of our total annualized base rent.

Modified triple-net lease. In our modified triple-net leases, the landlord is responsible for some property related expenses during the lease term, but the cost of most of the expenses is passed through to the tenant. The tenant may have the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2016, there were four modified triple-net leases in the Company Portfolio, representing approximately 16.4% of our total annualized base rent.

Gross lease. In our gross leases, the landlord is responsible for all aspects of and costs related to the property and its operation during the lease term. The tenant may have the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2016, there was one gross lease in the Company Portfolio, representing approximately 0.6% of the annualized base rent.

The following table provides information regarding the leases in the Company Portfolio as of December 31, 2016:

Square Feet	Number of Leases		Total Leased Square Feet		Percentage of Total Leased Square Feet		Annualized Base Rent(1)		Percentage of Total Annualized Base Rent(2)		Annualized Base Rent per Square Foot(3)
>100,000		11		2,894,849		73.4%	$	9,139,749		65.1%	$	3.16
50,000 - 99,999		9		606,897		15.4%	$	2,712,579		19.3%	$	4.47
25,000 - 49,999		8		285,930		7.2%	$	1,417,849		10.1%	$	4.96
<25,000		9		156,190		4.0%	$	768,593		5.5%	$	4.92
Total Company Portfolio		37	$	3,943,866		100.0%	$	14,038,770		100.0%	$	3.56

____________________

(1)

Calculated for each lease as the monthly contracted base rent per the terms of such lease, as of December 31, 2016, multiplied by 12 and then aggregated by square feet. Excludes billboard and antenna revenue and rent abatements. Annualized base rent includes rent from triple net leases, modified triple-net leases and gross leases. See “Business—Lease Overview.”

(2)

Calculated as annualized base rent for such leases divided by annualized base rent for the Company Portfolio as of December 31, 2016.

(3)

Calculated as annualized base rent for such leases divided by leased square feet for such leases as of December 31, 2016.

Lease Expirations

As of December 31, 2016, the weighted average in-place remaining lease term of the Company Portfolio was 3.3 years. The following table sets forth a summary schedule of lease expirations for leases in place as of December 31, 2016, plus available space, for each of the ten full and partial calendar years commencing December 31, 2016 and thereafter. The information set forth in the table assumes that tenants exercise no renewal options and no early termination rights.

Year of Expiration	Number of Leases Expiring		Total Rentable Square Feet		Percentage of Rentable Square Feet		Annualized Base Rent		Percentage of Annualized Base Rent		Annualized Base Rent per Square Foot
Available		0		65,421		1.6%	$	—		0.0%	$	0.00
2017		5		735,385		18.3%	$	2,598,845		18.5%	$	3.53
2018		7		291,978		7.3%	$	1,324,460		9.4%	$	4.54
2019		6		912,516		22.9%	$	3,273,176		23.4%	$	3.59
2020		5		954,626		23.9%	$	2,983,929		21.2%	$	3.13
2021		7		474,751		11.8%	$	1,920,787		13.7%	$	4.05
2022		1		121,981		3.0%	$	403,757		2.9%	$	3.31
2023		2		73,573		1.8%	$	260,727		1.9%	$	3.54
2024		2		285,165		7.1%	$	764,724		5.4%	$	2.68
2025		1		39,921		1.0%	$	205,593		1.5%	$	5.15
2026		1		53,970		1.3%	$	302,772		2.2%	$	5.61
Thereafter		0		—		0.0%	$	—		0.0%	$	0.00
Total Company Portfolio		37		4,009,287		100.0%	$	14,038,770		100%	$	3.50

____________________

(1)

Represents the contracted square footage upon expiration.

(2)

Calculated as monthly contracted base rent per the terms of such lease, as of December 31, 2016, multiplied by 12. Excludes billboard and antenna revenue and rent abatements. Total rent abatements with respect to the Company Portfolio for leases in effect as of December 31, 2016 for the 12 months ending December 31, 2017 are $0. Annualized base rent includes rent from triple net leases, modified triple-net leases and gross leases. See “Business—Lease Overview.”

(3)

Calculated as annualized base rent set forth in this table divided by total annualized base rent for the Company Portfolio as of December 31, 2016.

(4)

Calculated as annualized base rent for such leases divided by leased square feet for such leases at each of the properties so impacted by the lease expirations as of December 31, 2016.

Description of Certain Debt

AIG Loan

Torchlight Mezzanine Loan

On October 17, 2016, Plymouth Industrial 20 entered into a mezzanine loan agreement, or the Torchlight Mezzanine Loan Agreement, with Torchlight, which provides for a loan of $30 million, or the Torchlight Mezzanine Loan. The Torchlight Mezzanine Loan has a seven-year term and bears interest at 15% per annum, of which 7% percent is paid currently during the first four years of the term and 10% is paid currently for the remainder of the term. The Torchlight Mezzanine Loan requires Plymouth Industrial 20 to pay a repayment premium equal to the difference between (x) the sum of 150% of the principal being repaid (excluding accrued interest) and (y) the sum of the actual principal amount being repaid and current and accrued interest paid through the date of repayment. This repayment feature operates as a prepayment feature since the difference will be zero at maturity. The borrowings under the Torchlight Mezzanine Loan are secured by, among other things, pledges of the equity interest in Plymouth Industrial 20 and each of its property-owning subsidiaries. The proceeds of the Torchlight Mezzanine Loan were used to partially repay the outstanding principal and accrued interest under our then-existing senior secured loan agreement.

The AIG Loan Agreement and the Torchlight Mezzanine Loan Agreement contain customary representations and warranties, as well as affirmative and negative covenants. The negative covenants include restrictions on additional indebtedness, liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The AIG Loan Agreement is subject to acceleration upon certain specified events of defaults, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the AIG Loan Agreement. As of December 31, 2016, we were in compliance with all covenants under the Torchlight Mezzanine Loan Agreement.

Property Management

We contract with local property management firms or hire internal property managers (when it is economically more efficient) for those properties requiring onsite personnel and oversight. Properties with a single tenant that maintains the exterior of the facility will only be provided an emergency contact. For multi-tenant properties, the designated property manager will directly interface with the tenants and serve as the contact for the day-to-day operations.

Property management compensation will be market specific, ranging from 2%-4% of gross revenue collections. Emergency contact personnel will only be paid a nominal retainer fee unless actually needed. Any construction management services provided for oversight and inspection will also be contracted at market specific rates and will be dependent on total cost and complexity of the project. Typically management agreements will be in effect for one year, with automatic renewalsand include a 30- day reciprocal termination notice. When there are vacant suites or near-term expirations, an unrelated listing agent will be contracted with compensation at market rates.

Regulation

General

Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements. We believe that we have the necessary permits and approvals to operate each of our properties.

Americans with Disabilities Act

Our properties must comply with Title III of the Americans with Disabilities Act, or the ADA, to the extent that such properties are “public accommodations” as defined under the ADA. Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. Although we believe that the properties in the Company Portfolio in the aggregate substantially comply with present requirements of the ADA, and we have not received any notice for correction from any regulatory agency, we have not conducted a comprehensive audit or investigation of all of our properties to determine whether we are in compliance and therefore we may own properties that are not in compliance with the ADA.

ADA compliance is dependent upon the tenant’s specific use of the property, and as the use of a property changes or improvements to existing spaces are made, we will take steps to ensure compliance. Noncompliance with the ADA could result in additional costs to attain compliance, imposition of fined by the U.S. government or an award of damages or attorney’s fees to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations to achieve compliance as necessary.

Environmental Matters

The Company Portfolio is subject to various federal, state and local environmental laws. Under these laws, courts and government agencies have the authority to require us, as owner of a contaminated property, to clean up the property, even if we did not know of or were not responsible for the contamination. These laws also apply to persons who owned a property at the time it became contaminated, and therefore, it is possible we could incur these costs even after we sell some of the properties we acquire. In addition to the costs of cleanup, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow using the property as collateral or to sell the property. Under applicable environmental laws, courts and government agencies also have the authority to require that a person who sent waste to a waste disposal facility, such as a landfill or an incinerator, pay for the clean-up of that facility if it becomes contaminated and threatens human health or the environment.

Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed to asbestos at one of our properties may seek to recover damages if he or she suffers injury from the asbestos. Lastly, some of these environmental laws restrict the use of a property or place conditions on various activities. An example would be laws that require a business using chemicals to manage them carefully and to notify local officials that the chemicals are being used.

We could be responsible for any of the costs discussed above. The costs to clean up a contaminated property, to defend against a claim, or to comply with environmental laws could be material and could adversely affect the funds available for distribution to our stockholders. We usually require Phase I or similar environmental assessments by independent environmental consultants at the time of acquisition of a property. We generally expect to continue to obtain a Phase I or similar environmental site assessments by independent environmental consultants on each property prior to acquiring it. However, these environmental assessments may not reveal all environmental costs that might have a material adverse effect on our business, assets, results of operations or liquidity and may not identify all potential environmental liabilities.

We can make no assurances that (1) future laws, ordinances or regulations will not impose material environmental liabilities on us, or (2) the current environmental condition of our properties will not be affected by tenants, the condition of land or operations in the vicinity of our properties (such as releases from underground storage tanks), or by third parties unrelated to us.

Insurance

We will carry commercial property, liability and terrorism coverage on all the properties in the Company Portfolio under a blanket insurance policy. Generally, we do not carry insurance for certain types of extraordinary losses, including, but not limited to, losses caused by riots, war, earthquakes and wildfires unless the property is in a higher risk area for those events. Upon completion of this offering, we believe the policy specifications and insured limits will be appropriate and adequate given the relative risk of loss, the cost of the coverage and standard industry practice, however, our insurance coverage may not be sufficient to fully cover all of our losses. In addition, our title insurance policies may not insure for the current aggregate market value of the Company Portfolio, and we do not intend to increase our title insurance coverage as the market value of the Company Portfolio increases. We have not obtained and do not intend to obtain new or additional title insurance in connection with this offering, including any so-called date down endorsements or other modifications to our existing title insurance policies.

Competition

In acquiring our properties, we compete with other public industrial property sector REITs, income oriented non-traded REITs, private real estate fund managers and local real estate investors and developers. The last named group, local real estate investors and developers, historically has represented our dominant competition for acquisition opportunities. Many of these entities have greater resources than us or other competitive advantages. We also face significant competition in leasing available properties to prospective tenants and in re-leasing space to existing tenants.

Employees

As of the date of this prospectus, we employ nine full-time employees. None of our employees are represented by a labor union.

Legal Proceedings

We are not currently a party, as plaintiff or defendant, to any legal proceedings. From time to time, we may become party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. There can be no assurance that these matters that may arise in the future, individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.

Our Corporate Information

Our principal executive offices are located at 260 Franklin Street, 6 ^th Floor, Boston, Massachusetts 02110. Our telephone number is (617) 340-3814. Our website is www.plymouthreit.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any other report or document we file with or furnish to you.

MANAGEMENT

Directors and Executive Officers

Upon completion of this offering, our board of directors will consist of six directors, four of whom are “independent” directors with independence being determined in accordance with the listing standards established by the NYSE. Pursuant to the terms of the Stockholders Agreement, within 30 days of the closing of this offering and the Torchlight Transactions, and as long as Torchlight maintains record ownership of at least 2.5% of our then outstanding shares of common stock, Torchlight will be entitled to nominate one director to our board of directors. In connection with this board nomination right, the size of our board will be increased to seven directors and the vacancy will be filled by Torchlight’s nominee.

All members of our board of directors will serve annual terms. Upon the expiration of their terms at the annual meeting of stockholders in 2017, directors will be elected to serve a term of one year and until their successors are duly elected and qualify. Subject to rights pursuant to any employment agreements, officers serve at the pleasure of our board of directors.

The following sets forth certain information with respect to our directors and executive officers.

Name*	Age	Positions
Martin Barber	72	Director**
Philip S. Cottone	77	Director**+
Richard J. DeAgazio	72	Director**+
David G. Gaw	65	Director**+
Jeffrey E. Witherell	52	Chairman and Chief Executive Officer
Pendleton P. White, Jr.	57	President, Chief Investment Officer and Director
Daniel C. Wright	68	Executive Vice President and Chief Financial Officer

____________________

* The address of each director and executive officer listed is 260 Franklin Street, 6 ^th Floor, Boston, Massachusetts 02110.

** Independent within the meaning of the NYSE listing standards.

+ Will be appointed to the board of directors as of the closing of this offering.

Biographical Summaries of Directors and Executive Officers

Jeffrey E. Witherell

Jeffrey E. Witherell is our Chief Executive Officer and Chairman of the Board and has held these positions since the formation of the company. Mr. Witherell oversees all aspects of our business activities, including the acquisition, management and disposition of assets.

Mr. Witherell has been involved in real estate investment, development and banking activities for over 25 years. He, along with Mr. White, formed Plymouth Industrial REIT in 2011. From April 2008 thru 2011 he was engaged in the formation and operation of Plymouth Group Real Estate and Plymouth Real Estate Capital LLC, a FINRA registered broker/dealer. From April 2000 to March 2008, Mr. Witherell was employed as an investment executive with Franklin Street Properties Corp., a publicly traded REIT, and its subsidiary, FSP Investments LLC. During that time, Mr. Witherell was involved in the acquisition and syndication of 34 separate property investments, structured as single asset REITs, in 12 states, which raised in the aggregate approximately $1.2 billion.

From 1999 to 2000, he was affiliated with IndyMac Bank where he was responsible for closed-loan acquisitions. From 1996 to 1999, Mr. Witherell was COO for GAP LP, a real estate investment firm where he was responsible for the acquisition and subsequent development of several real estate investments in Pennsylvania, Massachusetts, Wyoming and Nova Scotia, Canada. From 1994 to 1996, he founded and served as president of Devonshire Development, Inc., a Massachusetts based real estate development firm, where he was responsible for the acquisition and subsequent development of several real estate ventures. From 1990 to 1994, he was vice president of property management at New Boston Management, Inc., a Boston based real estate management firm. His responsibilities included property management and property disposition services. From 1987 to 1990, he was vice president of development for Kirkwood Development, an Oklahoma City based real estate development firm. His responsibilities included the development and construction of twelve development projects throughout New England. From 1982 to 1987, Mr. Witherell was employed at Dewsnap Engineering, a Boston based civil engineering and land surveying firm, where he was responsible for performing land surveying, permitting, design, and construction management services.

Mr. Witherell graduated from Emmanuel College in Boston with a Bachelor of Science degree in business and is a member of several real estate organizations. He is a board member of AdventCare Inc., a Massachusetts based nonprofit organization that owns and operates skilled nursing facilities.

Mr. Witherell was selected as a director because of his ability to lead our company and his detailed knowledge of our strategic opportunities, challenges, competition, financial position and business.

Pendleton P. White, Jr.

Pendleton P. White, Jr. is our President and Chief Investment Officer and one of our directors. He has served in these positions since the formation of the company. Along with Mr. Witherell, Mr. White actively participates in the management of our company and is primarily responsible for the overall investment strategy and acquisition activities.

Mr. White has over 25 years of experience in commercial real estate, serving in numerous capacities including investment banking, property acquisitions and leasing. From November 2008 through March 2011, Mr. White was engaged in the formation of Plymouth Group Real Estate. Prior to that, Mr. White was Executive Vice President and Managing Director at Scanlan Kemper Bard (SKB) from September 2006 through November 2008, where he ran SKB’s East Coast office and managed the funding of SKB Real Estate Investors Fund I. From March 2002 through September 2006, Mr. White was employed as an investment executive with Franklin Street Properties Corp., a publicly traded REIT, and its subsidiary, FSP Investments LLC. During that time, Mr. White was involved in the acquisition and syndication of numerous structured REITs throughout the United States.

From 1997-2001, Mr. White was Principal and Director of North Shore Holdings, a family-owned real estate investment firm. From 1993-1997, Mr. White was Co-Director of Investment Sales at Coldwell Banker Commercial Real Estate Services (now CBRE) and was responsible for overseeing the acquisition and disposition of commercial properties throughout New England. Mr. White also was Vice President at Spaulding & Slye (now Jones Lang LaSalle) from 1991-1993 and Senior Sales Consultant at the Charles E. Smith Companies (now Vornado), in Washington, DC, from 1987-1992 and was responsible for property leasing and investment sale transactions. Mr. White began his career at Coldwell Banker in 1982. Since then he has been involved in over $1 billion of real estate transactions either serving as a broker, investor, consultant or investment banker.

Mr. White received a Bachelor of Science degree from Boston University and is a member of several real estate organizations.

Mr. White was selected as a director because of his extensive knowledge and insight regarding industrial properties and detailed knowledge of our acquisition and operational opportunities and challenges.

Daniel C. Wright

Daniel C. Wright is the Executive Vice President and Chief Financial Officer of our company, and has held those positions since May 2014. He is responsible for the financial performance, compliance and regulatory reporting.

Mr. Wright has over 30 years of significant accounting and financial reporting experience within the real estate industry. Prior to joining Plymouth, he was a principal with Carleton Advisory Group where he was responsible for providing financial and operational expertise to commercial real estate and hospitality investment firms. From 2005 thru 2009, he was the CFO at Pyramid Advisors in Boston where he directed the financial and legal operations across an $8 billion portfolio of properties and 7,600 employees. While at Pyramid he provided leadership and oversight to 9 financial executives and was additionally responsible for the placement of over $1.5 billion of securitized debt. From 1999 to 2005, Mr. Wright was the CFO at Prism Venture Partners where he managed the financial and legal affairs of the company. Assets under management grew from $150 million to over $1 billion in 40 separate investments under his tenure. From 1995 to 1999, he was the CFO for Leggat McCall Properties in Boston, where he responsible for the financial performance of the firm.

From 1982 to 1995, Mr. Wright was affiliated with Sheraton Hotels where he held several successive positions including Internal Audit Director, Director of Strategic Projects and Planning, and Director of Corporate Development. Additionally he was the Senior Vice President and Division Controller of the Pacific Division based in Honolulu, Hawaii, where he managed the financial operations across six countries.

Mr. Wright holds a BSBA from Babson College and a Juris Doctorate from Suffolk University Law School. He is a former CPA, a member of the Massachusetts Bar, the Massachusetts Society of Public Accountants, and the American Institute of Certified Public Accountants.

Martin Barber

Mr. Barber is one of our independent directors, a position he has held since February 2015. Mr. Barber is currently, and has been since 2010, chairman and a director of Moirai Capital Ltd., a property development and investment company based in England. He has also served as a director of Steamroller Restaurants since 1999. From 1991 to 2004 Mr. Barber simultaneously served as chairman of Transeuropean Properties 1 and 2, comprised of European real estate funds managed by the US-based Prudential Insurance Group. In 1974 Mr. Barber founded and assumed responsibility as CEO of Capital & Regional PLC, a British-based real estate investment fund with $5 Billion in assets under management in Great Britain and the United States, which was listed on the London Stock Exchange in 1986. Mr. Barber retired from his responsibilities with Capital & Regional in 2008.

In 1994 the United States assets were separated from Capital & Regional, was re-named CenterPoint Properties Trust and was listed on the New York Stock Exchange. CenterPoint was the first Industrial REIT in the USA and Mr. Barber served as its chairman and lead independent trustee until its $3.4 Billion sale in April, 2006. Mr. Barber also currently serves as an independent director for Applied Residential, a provider of creative lease-purchase financing structures for the residential housing industry.

Philip S. Cottone

Mr. Cottone will serve as an independent director of our company upon the closing of this offering. He previously served as one of our independent directors and chairman of the compensation committee from November 2011until September 2016. He is an attorney by background and is currently, and has been an arbitrator since 1977 as well as a mediator since 1995 for FINRA, the American Arbitration Association, and the Counselors of Real Estate, primarily concentrating in securities, real estate and general commercial matters. He has been certified by the International Mediation Institute at The Hague, and is a member of the American College of Civil Trial Mediators. For six years, through 2015, he was an officer of the governing Council of the ABA Dispute Resolution Section, a member of the Faculty of the Annual Arbitration and Mediation Institutes, and Co-Chair of the Arbitration Institute in 2016 and 2017.

From 2003 to 2008 he was a member of the Board of Government Properties Trust (NYSE – GPT) and Chair of the Nominating and Governance Committee, and from 2004 to 2009 he was a Lead Director of Boston Capital REIT, a public, non-traded REIT.

In 1981 Mr. Cottone co-founded Ascott Investment Corporation, a real estate investment, development and syndication company, and as Chairman and CEO, and founder and President of its NASD broker-dealer, he headed a staff of 65 people in the acquisition, management, capital raising and sale of more than thirty real estate programs in fourteen states. From 1972 to 1981, Mr. Cottone was Senior Real Estate officer and Group Executive of IU International (NYSE – IU), a $2 billion Fortune 100 company, and previously, from 1966 to 1972, he was Manager of Real Estate at the Port of NY Authority, where, among other things, he was responsible for the acquisition of the World Trade Center property in Manhattan.

From 1977 through 1983, and again from 1998 through 2002, he was General Counsel and member of the Executive Committee of the International Right of Way Association, and from 1988 to 1997 he was Trustee and Treasurer of the IRWA Foundation. In 1988 he was national President of RESSI, the Real Estate Securities and Syndication Institute, and in 2004 he was national Chair of The Counselors of Real Estate, both divisions of the National Association of Realtors. From 198 to 1991 he was Governor of the NASD (National Association of Securities Dealers), the predecessor to FINRA, and was Vice Chairman in 1991. He was a member of the National Business conduct Committee of the Board in 1989, and Chair in 1990. For ten years, from 1995 to 2005, he was an adjunct on the faculty of the Real Estate Institute at New York University, teaching a course he wrote in real estate securities.

Mr. Cottone has an A.B. from Columbia College where he was awarded the Burdette Kinne Prize for Humanities, and an L.L.B. from New York University where he received the Administrative Law Prize. Mr. Cottone was selected as a director because of his extensive investment, finance and real estate experience, board service, and corporate governance background.

Richard J. DeAgazio

Richard J. DeAgazio will serve as an independent director of our company upon the closing of this offering. He had previously served as one of our independent directors and chairman of our corporate governance committee from November 2011 until September 2016. Mr. DeAgazio has been the principal of Ironsides Assoc. LLC., a consulting company in marketing and sales in the financial services industry, since he founded the company in June 2007. He is also currently, and has been since 2009, Chairman of the Board of AgileQR, Inc. (DBA 121 Nexus), a supply chain software company and a member of the Board of Directors of Commodore Builders, a construction management firm, also from 2009 to the present. In 2016, Mr. DeAgazio was Chairman of the Advisory Board of Billaway.com, a cloud-based technology platform in the mobile data industry. In 1981, he joined Boston Capital Corp., a diversified real estate and investment banking firm, which, through its various investment funds, owns over $12 billion in real estate assets, as Executive Vice President and Principal. He founded and served as the President of Boston Capital Securities, Inc., a FINRA-registered broker dealer, which is an affiliate of Boston Capital Corp., from 1981 through December 2007. Mr. DeAgazio formerly served on the National Board of Governors of FINRA and served as a member of the National Adjudicatory Council of FINRA. He was the Vice Chairman of FINRA’s District 11, and served as Chairman of the FINRA’s Statutory Disqualification Subcommittee of the National Business Conduct Committee. He also served on the FINRA State Liaison Committee, the Direct Participation Program Committee and as Chairman of the Nominating Committee. He is a founder and past President of the National Real Estate Investment Association. He is past President of the National Real Estate Securities and Syndication Institute and past President of the Real Estate Securities and Syndication Institute (MA Chapter). Prior to joining Boston Capital in 1981, Mr. DeAgazio was the Senior Vice President and Director of the Brokerage Division of Dresdner Securities (USA), Inc., an international investment-banking firm owned by four major European banks, and was a Vice President of Burgess & Leith/Advest. He was member of the Boston Stock Exchange for 42 years. He was on the Board of Directors of Cognistar Corporation and FurnitureFind.com and recently retired from serving as Vice-Chairman of the Board of Trustees of Bunker Hill Community College, the Board of Trustees of Junior Achievement of Massachusetts and the Board of Advisors for the Ron Burton Kid’s Training Village. He is on the Board of Corporators of Northeastern University and also is active on th eBoards of numerous no-for-profit organizations. He graduated from Northeastern University. Mr. DeAgazio was selected as a director because of his extensive senior executive officer and board service experience and experience with real estate operations.

David G. Gaw

David G. Gaw will serve as an independent director of our company upon the closing of this offering. He previously served as one of our independent directors and chairman of our audit committee from November 2011 until September 2016. Mr. Gaw is currently a real estate project consultant and is managing personal investments. From November 2009 through January 2011, Mr. Gaw served as Chief Financial Officer of Pyramid Hotels and Resorts, a REIT that focused on hospitality properties. From September 2008 through November 2009, Mr. Gaw was engaged in managing his personal investments. From June 2007 to September 2008, he was Chief Financial Officer of Berkshire Development, a private real estate developer that focused on retail development. From April 2001 until June 2007, he served as the Senior Vice President, Chief Financial Officer and Treasurer of Heritage Property Investment Trust, Inc., a publicly traded REIT listed on the NYSE. Mr. Gaw was serving in those capacities when Heritage Property engaged in its initial public offering. Mr. Gaw served as Senior Vice President of Boston Properties, Inc., a publicly traded REIT listed on the NYSE, from 1982 - 2000, and also served as its Chief Financial Officer beginning at the time of its initial public offering in 1997. Mr. Gaw received a bachelor of science degree and an MBA from Suffolk University. Mr. Gaw was selected as a director because of his extensive experience with financial reporting, accounting and controls and REIT management.

Other Key Employees

James M. Connolly

James M. Connolly is a Senior Vice President/Asset Manager of our company. He has served as the Director of Asset Management since May 2011 and has direct responsibility for overseeing the day to day operating activities of our properties.

Mr. Connolly is an experienced real estate asset management executive with a significant background in property level and portfolio wide operations. From 1998 to May 2011, Mr. Connolly was employed with Nortel Corporation, where he held positions as Global Leader Real Estate Asset Management from 1998 through December 2003, Director of Real Estate Finance from January 2004 through December 2008, Director of Real Estate for Europe, Middle East and Africa from December 2008 through March 2009, and Director of Real Estate Asset Management from April 2009 through May 2011. His responsibilities included asset, property and facilities management functions across Nortel’s global portfolio of office, industrial, and distribution properties. In addition, he managed internal and external personnel on a national and global basis. Prior to Nortel, Mr. Connolly was affiliated with Bay Networks from 1996 to 1998 and Raytheon from 1986 to 1996 where his responsibilities with those companies included facility finance and property administration.

Mr. Connolly holds a BSBA from the University of Massachusetts and an MBA in Real Estate Financial Management from Northeastern University, and is a member of several real estate organizations including NAIOP.

K. Cory Benson

K. Cory Benson is a Senior Vice President/Acquisitions of our company, and has held that position since our formation. He is responsible for property acquisitions and dispositions.

Prior to joining Plymouth, Mr. Benson was the Founder and President of Sinclair Realty Advisors in January 2001. While at Sinclair, he provided real estate management and development services for corporate clients, specializing in facility planning/investment, build-to-suits, sale-leasebacks and property dispositions throughout the United States, Canada and Mexico. Prior to Sinclair, Mr. Benson was the real estate partner at Biltmore Broadcasting from 1998 to January 2001. Prior to that, he served as Vice President of Real Estate for Astrum International from 1989 to 1998 where he was responsible for the administration and management of a 125 property portfolio. From 1981 to 1989, Mr. Benson was a partner at Hall Davidson & Bullfinch Development, a real estate investment firm, where he was responsible for property acquisitions and real estate development.

Mr. Benson has a Bachelor of Science degree from Cornell University and an MBA from Harvard Business School. He is a member of numerous industry organizations, including the Society of Office and Industrial Realtors (SIOR) and Certified Commercial Investment Managers (CCIM).

Anne Alger Hayward

Anne Alger Hayward is a Senior Vice President and is the General Counsel of our company and has served in these positions since March 2011. Ms. Hayward is responsible for the overall legal operations and compliance of our company.

Ms. Hayward has over 30 years of experience in the practice of law, specializing in project finance, securities, and real estate transactional matters. She has structured and documented a wide variety of complex commercial transactions and public and private equity and debt securities offerings. Prior to joining Plymouth, from November 2007 through February 2011 she was General Counsel at Shane & Associates, Ltd., a Boston-based privately held real estate development and management company. Prior thereto, from April 2004 to November 2007 she was employed by Atlantic Exchange Company, an I.R.C. Section 1031 exchange accommodator. From 2001 to 2004, Ms. Hayward served as Senior Counsel at Holland & Knight LLP, representing large corporate clients in structuring tax credit transactions and real estate development projects. From 1997 to 2001, Ms. Hayward was senior counsel at BankBoston, NA representing the bank’s asset based financing subsidiary. From 1993 to 1997, Ms. Hayward was Associate General Counsel at American Finance Group, a Boston-based general equipment leasing company. From 1985 to 1993, Ms. Hayward was corporate/securities counsel at CSA Financial Corp., an equipment lease finance company concentrating in high technology assets. From 1976 to 1985 Ms. Hayward was an Associate at Gaston & Snow representing firm corporate and securities industry clients.

Ms. Hayward is a graduate of Skidmore College and New England School of Law. She holds FINRA Series 22 and 63 licenses, is a licensed real estate broker, and is a member of the Massachusetts and Federal District Court Bars.

Corporate Governance Profile

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

	•	our board of directors is not classified, instead, each of our directors is subject to re-election annually;
	•	of the six persons who will serve on our board of directors upon the closing of this offering, four, or 67%, of our directors satisfy the listing standards for independence of the NYSE and Rule l0A-3 under the Exchange Act;
	•	one of our directors qualifies as an “audit committee financial expert” as defined by the SEC;
	•	we have opted out of the business combination and control share acquisition statutes in the MGCL; and
	•	we do not have a stockholder rights plan.

Our directors stay informed about our business by attending meetings of our board of directors and its committees and through supplemental reports and communications. Our independent directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

Role of the Board in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors administers this oversight function directly, with support from its three standing committees, the audit committee, the nominating and corporate governance committee and the compensation committee, each of which addresses risks specific to their respective areas of oversight. In particular, our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Our board of directors has established three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The principal functions of each committee are briefly described below. We intend to comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, and each of these committees will be comprised exclusively of independent directors. Additionally, our board of directors may from time to time establish certain other committees to facilitate the management of our company.

Audit Committee

Upon completion of this offering and the Torchlight Transactions, our audit committee will consist of Messrs. Barber, DeAgazio and Gaw, with Mr. Gaw serving as chairman. The chairman of our audit committee qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and NYSE corporate governance listing standards. Our board of directors has determined that each of the audit committee members is “financially literate” as that term is defined by the NYSE corporate governance listing standards. We have adopted an audit committee charter, which details the principal functions of the audit committee, including oversight related to:

	•	our accounting and financial reporting processes;
	•	the integrity of our consolidated financial statements and financial reporting process;
	•	our systems of disclosure controls and procedures and internal control over financial reporting;
	•	our compliance with financial, legal and regulatory requirements;
	•	the evaluation of the qualifications, independence and performance of our independent registered public accounting firm; the performance of our internal audit function; and
	•	our overall risk profile.

The audit committee is also be responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The audit committee also prepares the audit committee report required by SEC regulations to be included in our annual proxy statement.

Compensation Committee

Upon completion of this offering and the Torchlight Transactions, our compensation committee will consist of Messrs. Barber, DeAgazio and Gaw, with Mr. Barber serving as chairman. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

	•	reviewing and approving on an annual basis the corporate goals and objectives relevant to our co-chief executive officers’ compensation, evaluating our co-chief executive officers’ performance in light of such goals and objectives and determining and approving the remuneration of our co-chief executive officers based on such evaluation;
	•	reviewing and approving the compensation, if any, of all of our other officers;
	•	reviewing our executive compensation policies and plans;
	•	implementing and administering our incentive compensation equity-based remuneration plans;
	•	assisting management in complying with our proxy statement and annual report disclosure requirements;
	•	producing a report on executive compensation to be included in our annual proxy statement; and
	•	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Nominating and Corporate Governance Committee

Upon completion of this offering and the Torchlight Transactions, our nominating and corporate governance committee will consist of Messrs. Barber, DeAgazio and Gaw, with Mr. DeAgazio serving as chairman. We have adopted a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including:

	•	identifying and recommending to the full board of directors qualified candidates for election as directors to fill vacancies on the board or at the annual meeting of stockholders;
	•	developing and recommending to our board of directors corporate governance guidelines and implementing and monitoring such guidelines;
	•	reviewing and making recommendations on matters involving the general operation of our board of directors, including board size and composition, and committee composition and structure;

	•	recommending to our board of directors nominees for each committee of our board of directors;
	•	annually facilitating the assessment of our board of directors’ performance as a whole and of the individual directors, as required by applicable law, regulations and the NYSE corporate governance listing standards; and
	•	overseeing our board of directors’ evaluation of management.

In identifying and recommending nominees for election as directors, the nominating and corporate governance committee may consider diversity of relevant experience, expertise and background.

Code of Business Conduct and Ethics

Our board of directors has established a code of business conduct and ethics that applies to our officers, directors and employees. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote:

	•	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
	•	full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications; compliance with laws, rules and regulations;
	•	prompt internal reporting of violations of the code to appropriate persons identified in the code; and
	•	accountability for adherence to the code of business conduct and ethics.

Any waiver of the code of business conduct and ethics for our executive officers or directors must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law or NYSE regulations.

Limitation of Liability and Indemnification

We intend to enter into indemnification agreements with each of our directors and executive officers that will obligate us, if a director or executive officer is or is threatened to be made a party to, or witness in, any proceeding by reason of such director’s or executive officer’s status as a present or former director, officer, employee or agent of our company or as a director, trustee, officer, partner, manager, member, fiduciary, employee or agent of another enterprise that the director or executive officer served in such capacity at our request, to indemnify such director or executive officer, and advance expenses actually and reasonably incurred by him or her, or on his or her behalf, unless it has been established that:

	•	the act or omission of the director or executive officer was material to the matter giving rise to the proceeding and was committed in had faith or was the result of active and deliberate dishonesty;
	•	the director or executive officer actually received an improper personal benefit in money, property or services; or
	•	with respect to any criminal action or proceeding, the director or executive officer had reasonable cause to believe his or her conduct was unlawful.

In addition, except as described below, our directors and executive officers will not be entitled to indemnification pursuant to the indemnification agreement:

	•	if the proceeding was one brought by us or on our behalf and the director or executive officer is adjudged to be liable to us;
	•	if the director or executive officer is adjudged to be liable on the basis that personal benefit was improperly received in a proceeding charging improper personal benefit to the director or executive officer; or
	•	in any proceeding brought against us by the director or executive officer other than to enforce his or her rights under the indemnification agreement, and then only to the extent provided by the agreement, and except as may be expressly provided in our charter, our bylaws, a resolution of our board of directors or of our stockholders entitled to vote generally in the election of directors or an agreement approved by our board of directors.

Notwithstanding the limitations on indemnification described above, on application by a director or executive officer of our company to a court of appropriate jurisdiction, the court may order indemnification of such director or executive officer if the court determines that such director or executive officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or executive officer (1) has met the standards of conduct set forth above or (2) has been adjudged liable for receipt of an “improper personal benefit.” Under Maryland law, any such indemnification is limited to the expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with any proceeding by or on behalf of our company or in which the officer or director was adjudged liable for receipt of an improper personal benefit. If the court determines the director or executive officer is so entitled to indemnification, the director or executive officer will also be entitled to recover from us the expenses of securing such indemnification.

Notwithstanding, and without limiting, any other provision of the indemnification agreements, if a director or executive officer is made a party to any proceeding by reason of such director’s or executive officer’s status as a director, officer, employee or agent of our company or as a director, trustee, officer, partner, manager, member, fiduciary, employee or agent of another entity that the director or executive officer served in such capacity at our request, and such director or executive officer is successful, on the merits or otherwise, as to one or more (even if less than all) claims, issues or matters in such proceeding, we must indemnify such director or executive officer for all expenses actually and reasonably incurred by him or tier, or on his or her behalf, in connection with each successfully resolved claim, issue or matter, including any claim, issue or matter in such a proceeding that is terminated by dismissal, with or without prejudice.

In addition, the indemnification agreements will require us to advance reasonable expenses incurred by the indemnitee within ten days of the receipt by us of a statement from the indemnitee requesting the advance, provided the statement evidences the expenses and is accompanied by:

	•	a written affirmation of the indemnitee’s good faith belief that he or she has met the standard of conduct necessary for indemnification; and
	•	a written undertaking to reimburse us if a court of competent jurisdiction determines that the director or executive officer is not entitled to indemnification.

The indemnification agreements will also provide for procedures for the determination of entitlement to indemnification, including a requirement that such determination be made by independent counsel after a change of control of us.

Our charter permits us and our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any of our present or former directors or officers who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (2) any individual who, while serving as our director or officer and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity.

Generally, Maryland law permits a Maryland corporation to indemnify its present and former directors and officers except in instances where the person seeking indemnification acted in bad faith or with active and deliberate dishonesty, actually received an improper personal benefit in money, property or services or, in the case of a criminal proceeding, had reasonable cause to believe that his or her actions were unlawful. Under Maryland law, a Maryland corporation also may not indemnify a director or officer in a suit by or on behalf of the corporation in which the director or officer was adjudged liable to the corporation or for a judgment of liability on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct; however, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In addition, our directors and officers may be entitled to indemnification pursuant to the terms of the partnership agreement of our operating partnership. See “Description of the Partnership Agreement of Plymouth Industrial OP, LP.”

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EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. Applicable SEC rules require that a registrant provide information regarding the material components of its executive compensation program with respect to the last completed fiscal year. Set forth below is an overview of the expected initial components of our named executive officer compensation program, including annual cash compensation, equity awards and health and retirement benefits, to be provided following the completion of this offering. Our “named executive officers” during 2016 were:

	•	Jeffrey E. Witherell, Chief Executive Officer;
	•	Pendleton P. White, Jr., President and Chief Investment Officer; and
	•	Daniel C. Wright, Chief Financial Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. We are continuing to assess the identity of our named executive officers and to formulate our compensation philosophy and its appropriate components and levels and, accordingly, actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

Below is a Summary Compensation Table setting forth certain compensation that we paid our named executive officers during the year ended December 31, 2016.

Name and Principal Position	Annual Salary		Bonus			Stock Awards		All Other Compensation(4)		Total
Jeffrey E. Witherell—	$	300,000		—	(1)(2)	$	(3)	$	2,000	$	302,000
Chief Executive Officer

Pendleton P. White, Jr.—	$	250,000		—	(1)(2)	$	(3)	$	21,000	$	271,000
President and Chief
Investment Officer

Daniel C. Wright—	$	200,000		—	(1)(2)	$	(3)	$	19,000	$	219,000
Executive Vice President
and Chief Financial Officer

_______________________

(1)

Bonus amounts to be determined by our compensation committee in its sole discretion.

(2)

Upon completion of this offering, our compensation committee will establish specific metrics to measure future cash bonus payments.

(3)

Reflects dollar value of the grant of shares of restricted stock under our 2014 Incentive Award Plan to be made concurrently with the completion of this offering, which equates to shares based on the midpoint of the price range set forth on the front cover of this prospectus.

(4)

Represents reimbursement of up to $10,000 annually for reasonable professional expenses and advice from professional advisors and amounts paid by us for healthcare benefits for each officer.

Base Salaries

Our named executive officers earn annualized base salaries that are commensurate with their positions and are expected to provide a steady source of income sufficient to permit these officers to focus their time and attention on their work duties and responsibilities. The annual base salaries of our named executive officers, which will be effective as of the completion of this offering, are set forth in the Summary Compensation Table above.

Cash Bonuses

Following the completion of this offering, we expect that our named executive officers and certain employees will be eligible to earn annual bonuses based on the attainment of specified performance objectives established by our compensation committee. Eligibility to receive these cash bonuses is expected to incentivize our named executive officers to strive to attain company and/or individual performance goals that further our interests and the interests of our stockholders. The applicable terms and conditions of the cash bonuses will be determined by our compensation committee.

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Other Elements of Compensation Retirement Plans

The Internal Revenue Code of 1986, as amended, or the Code, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to a 401(k) plan. We expect to establish a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. We expect that our named executive officers will be eligible to participate in the 401(k) plan on the same terms as other full-time employees.

Employee Benefits and Perquisites

We expect that our full-time employees, including our named executive officers, will be eligible to participate in health and welfare benefit plans, which will provide medical, dental, prescription and other health and related benefits. We may also implement additional benefit and other perquisite programs as our compensation committee determines appropriate, though we do not expect any such additional benefits and perquisites to constitute a material component of our named executive officers’ compensation package.

Additional Compensation Components

Following the completion of this offering, as we formulate and implement our compensation program, we may provide different and/or additional compensation components, benefits and/or perquisites to our named executive officers, to ensure that we provide a balanced and comprehensive compensation structure. We believe that it is important to maintain flexibility to adapt our compensation structure at this time to properly attract, motivate and retain the top executive talent for which we compete.

Executive Compensation Arrangements

In September 2014, we entered into employment agreements with certain executive officers of the company, including Messrs. Witherell, White and Wright. The following is a summary of the material terms of the employment agreements.

Under the employment agreements, Mr. Witherell serves as Chief Executive Officer of our company, Mr. White serves as President and Chief Investment Officer of our company and Mr. Wright serves as Chief Financial Officer of our company. Each will report directly to the board. The initial term of the employment agreements will end on the third anniversary of the date thereof. On that date, and on each subsequent one year anniversary of such date, the term of the employment agreements will automatically be extended for one year, unless earlier terminated. Pursuant to the employment agreements, during the terms of Messrs. Witherell’s and White’s employment, we will nominate each for election as a director.

Under the employment agreements, Messrs. Witherell, White and Wright receive initial annual base salaries in the amounts reflected in the “Summary Compensation Table” above, which are subject to increase at the discretion of our compensation committee. In addition, each of Messrs. Witherell, White and Wright will be eligible to receive an annual discretionary cash performance bonus targeted at 100% of the executive’s then-current annual base salary. The actual amount of any such bonuses will be determined by reference to the attainment of applicable company and/or individual performance objectives, as determined by our compensation committee. In connection with entering into the employment agreements and as described above, Messrs. Witherell, White and Wright will each be granted an award of restricted shares of our common stock. These restricted stock awards will vest in four equal, annual installments on each of the first four anniversaries of the date of the closing of this offering, subject to each executive’s continued service through the applicable vesting date. In addition, beginning in calendar year 2017 and for each calendar year thereafter, Messrs. Witherell, White and Wright will each be eligible to receive an annual equity award, as determined by our compensation committee in its sole discretion. Messrs. Witherell, White and Wright will also be eligible to participate in customary health, welfare and fringe benefit plans, and, subject to certain restrictions, healthcare benefits will be provided to them and their eligible dependents at our sole expense. Each of Messrs. Witherell, White and Wright will accrue four weeks of paid vacation per year.

Pursuant to the terms of the employment agreements, if Mr. Witherell’s, Mr. White’s or Mr. Wright’s employment is terminated by our company without “cause,” by the executive for “good reason” (each as defined in the applicable employment agreement) or because our company elects not to renew the term of the employment agreement then, in addition to any accrued amounts, the executive will be entitled to receive the following:

•

An amount, payable over a 12-month period, equal to (a) three times with respect to Mr. Witherell and (b) two times with respect to Messrs. White and Wright the sum of (1) the executive’s annual base salary then in effect, (2) the average annual bonus earned by the executive for the two prior fiscal years (substituting target bonus in the average for any fiscal year not yet completed if fewer than two fiscal years have been completed) and (3) the average value of any annual equity awards(s) made to the executive during the prior two fiscal years (excluding the initial grant of restricted stock described above, any award(s) granted pursuant to a multi-year, outperformance or long-term performance program and any other non-recurring awards), or if fewer than two years have elapsed, over such lesser number of years; and

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•

accelerated vesting of all outstanding equity awards held by the executive as of the termination date; and company-paid continuation healthcare coverage for 18 months after the termination date.

The executive’s right to receive the severance payments and benefits described above is subject to his delivery and non-revocation of an effective general release of claims in favor of our company. The employment agreements also contain customary confidentiality and non-solicitation provisions.

Upon a termination of employment by reason of death or disability, the executive or his estate will be entitled to accelerated vesting of all outstanding equity awards held by the executive as of the termination date, in addition to any accrued amounts. In addition, upon a change in control of our company (as defined in the Plan), Messrs. Witherell, White and Wright will be entitled to accelerated vesting of all outstanding equity awards held by such executive as of the date of the change in control. In addition, under the employment agreements, to the extent that any change in control payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Code, such payments and/or benefits may be subject to a “best pay cap” reduction to the extent necessary so that the executive receives the greater of the (a) net amount of the change in control payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (b) net amount of the change in control payments and benefits without such reduction.

Director Compensation

Our board of directors has approved a compensation program for our non-employee directors, which will take effect upon completion of this offering and will consist of annual retainer fees and long-term equity awards. The material terms of the program are described below:

Cash Compensation

Under the program, each non-employee director will be entitled to receive an annual cash retainer of $25,000. In addition, each committee chairperson will receive a $10,000 annual cash retainer and, in the event we have a lead independent director, he or she will receive a $25,000 annual cash retainer. Annual retainers will be paid in cash quarterly in arrears.

Equity Compensation

Under the program, each non-employee director will receive an award of restricted stock in connection with the completion of this offering in a denominated dollar value equal to $75,000. These awards will vest in substantially equal one-third installments on each of the first, second and third anniversaries of the completion of this offering, subject to continued service on our board of directors through the applicable vesting date.

In addition, under the program, each non-employee director who is currently serving on our board of directors following the completion of this offering, and each director who is serving on our board of directors as of the date of each annual meeting of stockholders, will be granted an award of restricted stock in a denominated dollar value equal to $35,000 (or, with respect to awards to initially elected or appointed non-employee directors, a pro-rated value to reflect any partial year service). These awards will vest on the earlier to occur of (a) the date of the annual meeting of stockholders immediately following the grant date and (b) the first anniversary of the grant date, subject in each case to continued service on our board of directors.

2014 Incentive Award Plan

In April 2014, our board of directors adopted, and in June 2014 our stockholders approved, the 2014 Incentive Award Plan, or Plan, under which we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the Plan are summarized below.

Eligibility and Administration. Our employees, consultants and directors, and employees, consultants and directors of our operating partnership, our services company and our respective subsidiaries will be eligible to receive awards under the Plan. Initially, the Plan will be administered by our board of directors but following our initial public offering the Plan will be administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under Section 162(m) of the Code Section 16 of the Exchange Act, the MGCL and/or stock exchange rules, as applicable. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Plan, subject to its express terms and conditions. The plan administrator also sets the terms and conditions of all awards under the Plan, including any vesting and vesting acceleration conditions.

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Limitation on Awards and Shares Available. The aggregate number of shares of our common stock and/or LTIP units of partnership interest in our operating partnership, or LTIP units, that are available for issuance under awards granted pursuant to the Plan is 750,000 shares/LTIP units. Shares and units granted under the Plan may be authorized but unissued shares/LTIP units, or, if authorized by the board of directors, shares purchased in the open market. If an award under the Plan is forfeited, expires or is settled for cash, any shares/LTIP units subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. However, the following shares/LTIP units may not be used again for grant under the Plan: (1) shares/LTIP units tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options. The maximum number of shares that may be issued under the Plan upon the exercise of incentive stock options is 750,000.

Awards granted under the Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the Plan. After the expiration of a transition period that may apply following the effective date of our initial public offering, the maximum number of shares of our common stock that may be subject to one or more awards granted to any one participant pursuant to the Plan during any calendar year will be 100,000 and the maximum amount that may be paid under a cash award pursuant to the Plan to any one participant during any calendar year period will be $500,000.

Awards. The Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, restricted stock units, or RSUs, performance shares, other incentive awards, LTIP units, SARs, and cash awards. Certain awards under the Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards and LTIP units generally will be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

	•	Stock Options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.
	•	SARs. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.
	•	Restricted Stock, RSUs and Performance Shares. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Performance shares are contractual rights to receive a range of shares of our common stock in the future based on the attainment of specified performance goals, in addition to other conditions which may apply to these awards. Conditions applicable to restricted stock, RSUs and performance shares may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

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	•	Stock Payments, Other Incentive Awards, LTIP Units and Cash Awards. Stock payments are awards of fully vested shares of our common stock that may, but need not, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to or derived from shares of our common stock or value metrics related to our shares, and may remain forfeitable unless and until specified conditions are met. LTIP units are awards of units of limited partnership interest in our operating partnership intended to constitute “profits interests” within the meaning of the relevant IRS guidance, which may be convertible into shares of our common stock. Cash awards are cash incentive bonuses subject to performance goals.
	•	Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator. Dividend equivalents may not be paid on performance awards granted under the Plan unless and until such performance awards have vested.

Performance Awards. Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals. The plan administrator will determine whether performance awards are intended to constitute “qualified performance-based compensation,” or QPBC, within the meaning of Section 162(m) of the Code, in which case the applicable performance criteria will be selected from the list below in accordance with the requirements of Section 162(m) of the Code.

Section 162(m) of the Code imposes a $1,000,000 cap on the compensation deduction that a public company may take in respect of compensation paid to its “covered employees” (which should include its chief executive officer and its next three most highly compensated employees other than its chief financial officer), but excludes from the calculation of amounts subject to this limitation any amounts that constitute QPBC. Under current tax law, we do not expect Section 162(m) of the Code to apply to certain awards under the Plan until the earliest to occur of (1) our annual stockholders’ meeting at which members of our board of directors are to be elected that occurs in 2017; (2) a material modification of the Plan; (3) an exhaustion of the share/unit supply under the Plan; or (4) the expiration of the Plan. However, QPBC performance criteria may be used with respect to performance awards that are not intended to constitute QPBC. In addition, our company may issue awards that are not intended to constitute QPBC even if such awards might be non-deductible as a result of Section 162(m) of the Code.

In order to constitute QPBC under Section 162(m) of the Code, in addition to certain other requirements, the relevant amounts must be payable only upon the attainment of pre-established, objective performance goals set by our compensation committee and linked to stockholder-approved performance criteria. For purposes of the Plan, one or more of the following performance criteria will be used in setting performance goals applicable to QPBC, and may be used in setting performance goals applicable to other performance awards: (1) net earnings (either before or after one or more of the following: (a) interest, (b) taxes, (c) depreciation, (d) amortization and (e) non-cash equity-based compensation expense); (2) gross or net sales or revenue; (3) net income (either before or after taxes); (4) adjusted net income; (5) operating earnings or profit; (6) cash flow (including, but not limited to, operating cash flow and free cash flow); (7) return on assets; (8) return on capital; (9) return on stockholders’ equity; (10) total stockholder return; (11) return on sales; (12) gross or net profit or operating margin; (13) costs; (14) funds from operations; (15) expenses; (16) working capital; (17) earnings per share; (18) adjusted earnings per share; (19) price per share of common stock; (20) leasing activity; (21) implementation or completion of critical projects; (22) market share; (23) economic value; (24) debt levels or reduction; (25) sales-related goals; (26) comparisons with other stock market indices; (27) operating efficiency; (28) financing and other capital raising transactions; (29) recruiting and maintaining personnel; (30) year-end cash; (31) acquisition activity; (32) investment sourcing activity; (33) customer service; and (34) marketing initiatives, any of which may be measured either in absolute terms for us or any operating unit of our company or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The Plan also permits the plan administrator to provide for objectively determinable adjustments to the applicable performance criteria in setting performance goals for QPBC awards.

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Equity Compensation. We expect to make grants of restricted stock pursuant to the Plan, to certain of our employees, including our named executive officers and our non-employee directors, in connection with this offering. We anticipate that the awards granted to our named executive officers in connection with this offering will vest as to 25% of the number of shares subject to the award on each of the first, second, third and fourth anniversaries of the date of grant, based on the executive’s continued service with us through the applicable vesting date. In addition, the restricted stock awards granted to Messrs. Witherell and White in connection with this offering will be subject to accelerated vesting provisions set forth in the executive’s employment agreement, as described in further detail below under “Executive Compensation Arrangements.” Each restricted stock award granted in connection with this offering is expected to be denominated as a specified dollar value, and the actual number of shares issued will be calculated at or prior to grant by dividing the total denominated dollar value of the award by $ , which is the midpoint of the price range set forth on the front cover of this prospectus. We expect that the aggregate denominated dollar value of all restricted stock awards granted to non-employee directors, executive officers and other employees in connection with this offering will be approximately $3,725,000 million, including the following grants to our named executive officers:

Named Executive Officer	Approximate Restricted Stock Denominated Grant Value
Jeffrey E. Witherell	$	950,000
Pendleton P. White, Jr.	$	750,000
Daniel C. Wright	$	500,000

Certain Transactions. The plan administrator has broad discretion to take action under the Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock and/or LTIP units, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” our board of directors will make equitable adjustments to the Plan and outstanding awards. In the event of a change in control of our company (as defined in the Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change of control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions.

Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments. The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share/unit limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

Plan Amendment and Termination. Our board of directors may amend or terminate the Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares/units available under the Plan, “reprices” any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. After the tenth anniversary of the date on which we adopt the Plan, no automatic annual increases to the Plan’s share limit will occur and no incentive stock options may be granted; however, the Plan does not have a specified expiration and will otherwise continue in effect until terminated by our company.

Additional REIT Restrictions. The Plan provides that no participant will be granted, become vested in the right to receive or acquire or be permitted to acquire, or will have any right to acquire, shares under an award if such acquisition would be prohibited by the restrictions on ownership and transfer of our stock contained in our charter or would impair our status as a REIT.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employment Agreements

We have entered into employment agreements with our executive officers, which provide for salary, bonus and other benefits, including severance upon a termination of employment under certain circumstances. The material terms of the agreements are described under “Executive Compensation—Executive Compensation Arrangements.”

2014 Incentive Award Plan

In anticipation of this offering, we adopted the Plan for our directors, officers, employees and consultants. An aggregate of 750,000 shares of our common stock and LTIP units will be available for issuance under awards granted pursuant to the Plan. We expect that the aggregated denominated dollar value of all restricted stock awards granted under the Plan to executive officers, other employees and non-employee directors in connection with this offering will be approximately $ . See “Executive Compensation.”

Indemnification of Officers and Directors

Effective upon completion of this offering, our charter and bylaws will provide for certain indemnification rights for our directors and officers and we will enter into an indemnification agreement with each of our executive officers and directors, providing for procedures for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers, directors, partners, trustees, managers or members to the maximum extent permitted by Maryland law. See “Management—Limitation of Liability and Indemnification.”

Stockholders Agreement with Torchlight

Immediately upon completion of this offering and the Torchlight Transactions, we intend to enter into a stockholders’ agreement with Torchlight, or the Stockholders Agreement, in order to establish various arrangements and restrictions with respect to governance of our company and certain rights that will be granted to Torchlight in connection with the Torchlight Transactions.

Pursuant to the terms of the Stockholders Agreement, within five days of the closing of this offering and the Torchlight Transactions, and as long as Torchlight maintains record ownership of at least 2.5% of our then outstanding shares of common stock, Torchlight will be entitled to nominate one director to our board of directors. In connection with this board nomination right, the size of our board will be increased to seven directors and the vacancy will be filled by Torchlight’s nominee. In addition, the Stockholders Agreement will provide that, for so long as Torchlight’s level of record ownership is equal to or greater than 2.5% of our outstanding common stock, we will be prohibited from issuing preferred stock of any class.

Under the Stockholders Agreement, Torchlight is also entitled, subject to certain exceptions, to certain customary registration rights. In addition, Torchlight will have a pre-emptive right to participate in future issuances of common stock by the company for so long as Torchlight maintains record ownership of at least 2.5% of our outstanding common stock. to maintain Torchlight’s fully-diluted ownership position in the company.

Review and Approval of Future Transactions with Related Persons

Upon completion of this offering, we will adopt a written policy for the review and approval of related person transactions requiring disclosure under Rule 404(a) of Regulation S-K. We expect this policy to provide that the nominating and corporate governance committee will be responsible for reviewing and approving or disapproving all interested transactions, meaning any transaction, arrangement or relationship in which (a) the amount involved may be expected to exceed $120,000 in any fiscal year, (b) our company will be a participant, and (c) a related person has a direct or indirect material interest. A related person will be defined as an executive officer, director or nominee for election as director, or a greater than 5% beneficial owner of our common stock, or an immediate family member of the foregoing. The policy may deem certain interested transactions to be preapproved.

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STRUCTURE OF OUR COMPANY

Our Structure

Our Company

We were formed as a Maryland corporation in March 2011 and previously conducted business as Plymouth Opportunity REIT, Inc. We conduct our business through an UPREIT structure in which our properties are owned by our operating partnership directly or through subsidiaries, as described below under “—Our Operating Partnership.” We are the sole general partner of our operating partnership and, upon completion of this offering, we will own 100% of the units of limited partnership interest, or OP units, in our operating partnership. Our board of directors oversees our business and affairs.

Prior to May 2014, we were externally managed by Plymouth Real Estate Investors, Inc., or the advisor, an affiliate of our company, pursuant to the terms of an advisory agreement. The advisory agreement was terminated in May 2014 with no consideration being paid to the advisor as a result of such termination.

Our Operating Partnership

Substantially all of our assets are held by, and our operations are conducted through, our operating partnership. We will contribute the net proceeds from this offering to our operating partnership in exchange for OP units therein. Our interest in our operating partnership will generally entitle us to share in cash distributions from, and in the profits and losses of, our operating partnership in proportion to our percentage ownership. As the sole general partner of our operating partnership, we will generally have the exclusive power under the partnership agreement to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners, which are described more fully below in “Description of the Partnership Agreement of Plymouth Industrial OP, LP.”

Torchlight Transactions

Redemption of Preferred Interests in Joint Venture

We and Torchlight are party to a joint venture agreement with respect to Plymouth Industrial 20, dated as of October 17, 2016. Each of the properties in the Company Portfolio is owned by Plymouth Industrial 20, in which we currently own a 0.5% interest and Torchlight owns a 99.5% interest, or the Preferred Interests. Pursuant to the terms of the joint venture agreement, we have the right to redeem the Preferred Interests on or before May 17, 2017, for $25.0 million, which will be paid by a combination of $20.0 million in cash with proceeds from this offering and shares of the common stock to be issued in a private placement concurrently with the closing of this offering. See “Use of Proceeds.” The shares issued in connection with the redemption will not be freely tradeable and may only be sold pursuant to Rule 144 under the Securities Act or another exemption from registration. See “Shares Eligible for Future Sale.”

Termination of Participation Right

As partial consideration for making the Torchlight Mezzanine Loan, Plymouth Industrial 20, the borrower under the Torchlight Mezzanine Loan, granted Torchlight, in its capacity as lender, a profit participation in the form of the right to receive 25% of net income and capital proceeds generated by the Company Portfolio following debt service payments and associated costs, or the TL Participation. Pursuant to the Letter Agreement between Torchlight and us, dated as of March 3, 2017, or the Letter Agreement, we have the right to terminate the TL Participation in consideration for the private issuance of warrants to Torchlight to acquire 250,000 shares of our common stock, which we expect to issue concurrently with the closing of this offering.The warrants will have an exercise price of per share and will be exercisable for a five year period commencing . See “Description of Capital Stock—Warrants.” The warrants will not be freely tradeable and may only be sold pursuant to Rule 144 or another exemption from registration. See “Shares Eligible for Future Sale.”

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Consequences of this Offering and the Torchlight Transactions

The completion of this offering, and the application of the net proceeds thereof in accordance with the description under “Use of Proceeds,” will have the following consequences:

	•	Through our interest in our operating partnership and its wholly owned subsidiaries, we will indirectly own a 100% fee simple interest in the 20 industrial buildings in the Company Portfolio.
	•	Purchasers of shares of our common stock in this offering will own % of our outstanding common stock or % of our outstanding common stock if the underwriters’ over-allotment option is exercised in full.
	•	We will be the sole general partner of our operating partnership and own a 0.1% general partner interest and a 99.9% limited partner interest in our operating partnership.
	•	We expect to have total consolidated indebtedness of approximately $150 million.
	•	Torchlight will own % of our outstanding common stock or % of our outstanding common stock if the underwriters’ overallotment option is exercised in full.

Corporate Structure

The chart below reflects our organizational structure immediately following completion of this offering and the Torchlight Transactions.

________________

	(1)	Reflects (a) an aggregate of restricted shares of common stock to be granted to our executive officers and (b) an aggregate of restricted shares of common stock to be granted to our independent directors, in each case, concurrently with the completion of this offering.
	(2)	Reflects an aggregate of shares of our common stock to be issued to Torchlight in the Torchlight Transactions, and excludes warrants exercisable for 250,000 shares of common stock to be issued to Torchlight in the Torchlight Transactions..

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POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of our investment policies and our policies with respect to certain other activities, including financing matters and conflicts of interest. These policies may be amended or revised from time to time at the discretion of our board of directors, without a vote of our stockholders. Any change to any of these policies by our board of directors, however, would be made only after a thorough review and analysis of that change, in light of then-existing business and other circumstances, and then only if, in the exercise of its business judgment, our board of directors believes that it is advisable to do so in our and our stockholders’ best interests. We cannot assure you that our investment objectives will be attained.

Investments in Real Estate or Interests in Real Estate

We intend to conduct substantially all of our investment activities through our operating partnership and its subsidiaries. Our goal is to generate attractive risk-adjusted returns for our stockholders by acquiring Class B distribution centers, warehouses and light industrial properties, primarily located in secondary markets and select primary markets across the Eastern half of the U.S. and Texas.

We do not have a specific policy to acquire assets primarily for capital gain or primarily for income. From time to time, we may make investments that support our objectives but do not provide current cash flow. We believe that investments that do not generate current cash flow may be, in certain instances, consistent with our objective to achieve sustainable long-term growth in earnings and FFO.

There are no limitations on the amount or percentage of our total assets that may be invested in any one property. Additionally, no limits have been set on the concentration of investments in any one location or facility type.

Additional criteria with respect to our properties are described in “Business.”

Investments in Mortgages, Structured Financings and Other Lending Policies

While the Company Portfolio consists of, and our business objectives emphasize, equity investments in real estate, we may, at the discretion of our board of directors, invest in mortgages and other types of real estate interests consistent with our qualifications as a REIT. We do not currently invest, or intend to invest, in mortgages or deeds of trust, but may acquire such interests as a strategy for acquiring ownership of a property or the economic equivalent thereof and/or invest in participating or convertible mortgages if we conclude that we may benefit from the gross revenues or any appreciation in value of the property. These mortgages may or may not be guaranteed or insured as to principal or interest by any government agency or otherwise. Investments in real estate mortgages run the risk that one or more borrowers may default under the mortgages and that the collateral securing those mortgages may not be sufficient to enable us to recoup our full investment.

Investments in Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

Generally speaking, we do not expect to engage in any significant investment activities with other entities, although we may consider joint venture investments with other investors. We may also invest in the securities of other issuers in connection with acquisitions of indirect interests in properties (normally general or limited partnership interests in special purpose partnerships owning properties). We may in the future acquire some, all or substantially all of the securities or assets of other REITs or similar entities where that investment would be consistent with our investment policies and the REIT qualification requirements. There are no limitations on the amount or percentage of our total assets that may be invested in any one issuer, other than those imposed by the gross income and asset tests that we must satisfy to qualify as a REIT. However, we do not anticipate investing in other issuers of securities for the purpose of exercising control or acquiring any investments primarily for sale in the ordinary course of business or holding any investments with a view to making short-term profits from their sale. In any event, we do not intend that our investments in securities will require us to register as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and we intend to divest securities before any registration would be required.

We do not intend to engage in trading, underwriting, agency distribution or sales of securities of other issuers.

Disposition Policy

We may from time to time dispose of certain properties, based upon management’s periodic review of the Company Portfolio, if our board of directors determines that such action would be in our best interests. The tax consequences to our directors and executive officers who hold units resulting from a proposed disposition of a property may influence their decision as to the desirability of such proposed disposition. See “Risk Factors—Risks Related to Our Organizational Structure—Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of OP units, which may impede business decisions that could benefit our stockholders.”

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Financing and Leverage Policies

We anticipate using a number of different sources to finance our acquisitions and operations, including cash flows from operations, asset sales, seller financing, issuance of debt securities, private financings (such as additional bank credit facilities, which may or may not be secured by our assets), property-level mortgage debt, common or preferred equity issuances or any combination of these sources, to the extent available to us, or other sources that may become available from time to time. Any debt that we incur may be recourse or non-recourse and may be secured or unsecured. We also may take advantage of joint venture or other partnering opportunities as such opportunities arise in order to acquire properties that would otherwise be unavailable to us. We may use the proceeds of our borrowings to acquire assets, to refinance existing debt or for general corporate purposes.

Although we are not required to maintain any particular leverage ratio, we intend, when appropriate, to employ prudent amounts of leverage, which we define as a debt-to-EBITDA multiple of less than 7.0, and to use debt as a means of providing additional funds for the acquisition of assets, to refinance existing debt or for general corporate purpose. We expect to use leverage conservatively, assessing the appropriateness of new equity or debt capital based on market conditions, including prudent assumptions regarding future cash flow, the creditworthiness of tenants and future rental rates. Our charter and bylaws do not limit the amount of debt that we may incur. Our board of directors has not adopted a policy limiting the total amount of debt that we may incur.

Our board of directors will consider a number of factors in evaluating the amount of debt that we may incur. If we adopt a debt policy, our board of directors may from time to time modify such policy in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the market for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors. Our decision to use leverage in the future to finance our assets will be at our discretion and will not be subject to the approval of our stockholders, and we are not restricted by our governing documents or otherwise in the amount of leverage that we may use.

Lending Policies

We may consider offering purchase money financing in connection with the sale of properties where the provision of that financing will increase the value to be received by us for the property sold. We also may make loans to joint ventures in which we participate. However, we do not intend to engage in significant lending activities. Any loan we make will be consistent with maintaining our status as a REIT.

Equity Capital Policies

To the extent that our board of directors determines to obtain additional capital, we may issue debt or equity securities, including additional units or senior securities of our operating partnership, retain earnings (subject to provisions in the Code requiring distributions of income to maintain REIT qualification) or pursue a combination of these methods. As long as our operating partnership is in existence, we will generally contribute the proceeds of all equity capital raised by us to our operating partnership in exchange for partnership interests in our operating partnership, which will dilute the ownership interests of the limited partners in our operating partnership.

Existing stockholders will have no preemptive rights to common or preferred stock or units issued in any securities offering by us, and any such offering might cause a dilution of a stockholder’s investment in us. Although we have no current plans to do so, we may in the future issue shares of common stock or cause our operating partnership to issue OP units in connection with acquisitions of property.

We may, under certain circumstances, purchase shares of our common stock or other securities in the open market or in private transactions with our stockholders, provided that those purchases are approved by our board of directors. Our board of directors has no present intention of causing us to repurchase any shares of our common stock or other securities, and any such action would only be taken in conformity with applicable federal and state laws and the applicable requirements for qualification as a REIT.

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Conflict of Interest Policy

Overview. Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with their management of our company. At the same time, we, as the general partner of our operating partnership, have fiduciary duties and obligations to our operating partnership and its other partners under Delaware law and the partnership agreement in connection with the management of our operating partnership. Our fiduciary duties and obligations, as the general partner of our operating partnership, may come into conflict with the duties of our directors and officers to our company.

Under Delaware law, a general partner of a Delaware limited partnership has fiduciary duties of loyalty and care to the partnership and its partners and must discharge its duties and exercise its rights as general partner under the partnership agreement or Delaware law consistently with the obligation of good faith and fair dealing. The duty of loyalty requires a general partner of a Delaware limited partnership to account to the partnership and hold as trustee for any property, profit, or benefit derived by the general partner in the conduct of the partnership business or derived from a use by the general partner of partnership property, including the appropriation of a partnership opportunity, to refrain from dealing with the partnership in the conduct of the partnership’s business as or on behalf of a party having an interest adverse to the partnership and to refrain from competing with the partnership in the conduct of the partnership business, although the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty. The partnership agreement provides that, in the event of a conflict between the interests of our operating partnership or any partner, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the general partner of our operating partnership, may give priority to the separate interests of our company or our stockholders (including with respect to tax consequences to limited partners, assignees or our stockholders), and, in the event of such a conflict, any action or failure to act on our part or on the part of our directors that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the limited partners of our operating partnership under its partnership agreement does not violate the duty of loyalty or any other duty that we, in our capacity as the general partner of our operating partnership, owe to our operating partnership and its partners, or violate the obligation of good faith and fair dealing. We, in our capacity as the general partner of our operating partnership, may, but are not obligated to, take into account the tax consequences to any partner of our operating partnership of any action we take or fail to take, and any such action or failure to act that does not take into account any such tax consequences that does not violate the contract rights of the limited partners of our operating partnership under the partnership agreement does not violate the duty of loyalty or any other duty that we, in our capacity as the general partner of our operating partnership, owe to our operating partnership or its partners, or violate the obligation of good faith and fair dealing. Further, any action that we undertake or fail to take in the good faith belief that the action or inaction is necessary or advisable to protect our ability to continue to qualify as a REIT, for us to otherwise satisfy the requirements for qualifying as a REIT under the Code, for us to avoid incurring income taxes under the Code or for any of our affiliates to continue to qualify as a “qualified REIT subsidiary” under the Code or a “taxable REIT subsidiary” under the Code does not violate the duty of loyalty or any other duty or obligation, fiduciary or otherwise, that we, in our capacity as the general partner of our operating partnership, owe to our operating partnership or any other partner. The duty of care requires a general partner to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law, and this duty may not be unreasonably reduced by the partnership agreement.

The partnership agreement provides that we will not be liable to our operating partnership or any partner for any action or omission taken in our capacity as general partner for the debts or liabilities of our operating partnership or for the obligations of the operating partnership under the partnership agreement, except for liability for our fraud, willful misconduct or gross negligence, pursuant to any express indemnity we may give to our operating partnership. The partnership agreement also provides that any obligation or liability in our capacity as the general partner of our operating partnership that may arise at any time under the partnership agreement or any other instrument, transaction or undertaking contemplated by the partnership agreement will be satisfied, if at all, out of our assets or the assets of our operating partnership only, and no obligation or liability of the general partner will be personally binding upon any of our directors, stockholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise, and none of our directors or officers will be directly liable or accountable in damages or otherwise to the partnership, any partner or any assignee of a partner for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission or by reason of their service as such. Our operating partnership must indemnify us, our directors and officers, officers of our operating partnership and any other person designated by us against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, that relate to the operations of our operating partnership, unless (1) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) for any transaction for which such person actually received an improper personal benefit in violation or breach of any provision of the partnership agreement or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.

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Our operating partnership must also pay or reimburse the reasonable expenses of any such person in advance of a final disposition of the proceeding upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our operating partnership is not required to indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our operating partnership on any portion of any claim in the action.

Policies Applicable to All Directors and Officers. Our charter and bylaws do not restrict any of our directors, officers, stockholders or affiliates from having a pecuniary interest in an investment or transaction that we have an interest in or from conducting, for their own account, business activities of the type we conduct. We intend, however, to adopt policies that are designed to eliminate or minimize potential conflicts of interest, including a policy for the review, approval or ratification of any related party transactions. This policy will provide that the audit committee of our board of directors will review the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party before approving such transaction. Our code of business conduct and ethics provides that all of our directors, officers and employees are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without our consent. See “Management—Code of Business Conduct and Ethics.” However, we cannot assure you that these policies or provisions of law will always be successful in eliminating the influence of such conflicts, and if they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders.

Interested Director and Officer Transactions

Pursuant to the MGCL, a contract or other transaction between us and a director or between us and any other corporation or other entity in which any of our directors is a director or has a material financial interest is not void or voidable solely on the grounds of such common directorship or interest, the presence of such director at the meeting at which the contract or transaction is authorized, approved or ratified or the counting of the director’s vote in favor thereof, provided that:

	•	the fact of the common directorship or interest is disclosed or known to our board of directors or a committee of our board, and our board or such committee authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum;
	•	the fact of the common directorship or interest is disclosed or known to our stockholders entitled to vote thereon, and the transaction or contract is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote other than the votes of shares owned of record or beneficially by the interested director or corporation, firm or other entity; or
	•	the transaction or contract is fair and reasonable to us at the time it is authorized, ratified or approved.

Furthermore, under Delaware law (where our operating partnership is formed), we, as general partner, have a fiduciary duty of loyalty to our operating partnership and its partners and, consequently, such transactions also are subject to the duties that we, as general partner, owe to our operating partnership and its limited partners (as such duties have been modified by the partnership agreement).

We will also adopt a policy that requires that all contracts and transactions between us, our operating partnership or any of our subsidiaries, on the one hand, and any of our directors or executive officers or any entity in which such director or executive officer is a director or has a material financial interest, on the other hand, must be approved by the affirmative vote of a majority of our disinterested directors even if less than a quorum. Where appropriate, in the judgment of the disinterested directors, our board of directors may obtain a fairness opinion or engage independent counsel to represent the interests of non-affiliated security holders, although our board of directors will have no obligation to do so.

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Policies With Respect To Other Activities

We will have authority to offer common stock, preferred stock or options to purchase stock in exchange for property and to repurchase or otherwise acquire our common stock or other securities in the open market or otherwise, and we may engage in such activities in the future. As described in “Description of the Partnership Agreement of Plymouth Industrial OP, LP,” we expect, but are not obligated, to issue common stock to holders of OP units upon exercise of their redemption rights. Our board of directors has the authority, without further stockholder approval, to amend our charter to increase or decrease the number of authorized shares of common stock or preferred stock and to authorize us to issue additional shares of common stock or preferred stock, in one or more series, including senior securities, in any manner, and on the terms and for the consideration, it deems appropriate. See “Description of Stock.” We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers other than our operating partnership and do not intend to do so. At all times, we intend to make investments in such a manner as to maintain our qualification as a REIT, unless because of circumstances or changes in the Code, or the Treasury regulations, our board of directors determines that it is no longer in our best interest to maintain our qualification as a REIT. In addition, we intend to make investments in such a way that we will not be treated as an investment company under the 1940 Act.

Reporting Policies

Generally speaking, we intend to make available to our stockholders audited annual financial statements and annual reports. Following completion of this offering, we will be subject to the information reporting requirements of the Exchange Act. Pursuant to these requirements, we will file periodic reports, proxy statements and other information, including audited financial statements, with the SEC.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information, upon completion of this offering and the Torchlight Transactions, regarding the ownership of shares of our common stock by:

	•	each of the persons who will be a director upon completion of this offering;
	•	each of our executive officers;
	•	each person who will be the beneficial owner of more than 5% of our outstanding common stock; and
	•	all directors and executive officers as a group.

In accordance with SEC rules, each listed person’s beneficial ownership includes:

	•	all shares the person actually owns beneficially or of record;
	•	all shares over which the person has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and
	•	all shares the person has the right to acquire within 60 days (such as restricted shares of common stock that are currently vested or which are scheduled to vest within 60 days).

Unless otherwise indicated, all shares are owned directly, and the indicated person has sole voting and investment power. Except as indicated in the footnotes to the table below, the business address of the stockholders listed below is the address of our principal executive office, 260 Franklin Street, 6th floor, Boston, Massachusetts 02110.

	Number of Shares Beneficially Owned(1)				Percent of All Shares
Name	Pre-Offering			Post-Offering	Pre Offering		Post-Offering
Jeffrey E. Witherell		57,076	(2)			—
Pendleton P. White, Jr.		56,745	(3)			—
Daniel C. Wright		—				—
Martin Barber		—				—		—
Philip S. Cottone		11,948				—		—
Richard J. DeAgazio		12,737				—
David G. Gaw		14,341				—
Torchlight Investors, LLC		—				—
Total Held by Executive Officers and Directors as a Group		128,162				—			%

_______________________

* Less than 1.0%.

(1)

As used herein, “beneficially owned” means the power to vote or direct the voting of shares and/or the power to dispose or direct the disposition of shares.

(2)

Includes 56,540 shares of common stock owned by Plymouth Group Real Estate of which Mr. Witherell may be deemed to be the beneficial owner.

(3)

Includes 56,540 shares of common stock owned by Plymouth Group Real Estate of which Mr. White may be deemed to be the beneficial owner.

(4)

Includes ______ shares of common stock to be issued to DOF IV Plymouth LLC, a subsidiary of Torchlight, as partial consideration for redemption of the Preferred Interests. Excludes ______ shares of common stock issuable upon the exercise of the warrants issued in connection with the Torchlight Transactions.

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DESCRIPTION OF CAPITAL STOCK

The following summary of the material terms of our shares of capital stock does not purport to be complete and is subject to and qualified in its entirety by reference to the MGCL, and to our charter and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is part. See “Where You Can Find More Information.”

General

Our charter provides that we may issue up to 900,000,000 shares of common stock, $0.01 par value per share, or our common stock, and up to 100,000,000 shares of preferred stock, $0.01 par value per share, or our preferred stock. Our charter authorizes our board of directors, with the approval of a majority of the entire board of directors and without any action by our common stockholders, to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of any class or series of our stock. Upon completion of this offering, shares of our common stock will be issued and outstanding, and no shares of our preferred stock will be issued and outstanding.

Under Maryland law, stockholders generally are not personally liable for our debts or obligations solely as a result of their status as stockholders.

Common Stock

All of the shares of our common stock offered in this offering will be duly authorized, validly issued, fully paid and nonassessable. Subject to the preferential rights of any other class or series of our stock and to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, holders of shares of our common stock are entitled to receive dividends and other distributions on such shares if, as and when authorized by our board of directors out of assets legally available therefor and declared by us and to share ratably in the assets of our company legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up after payment or establishment of reserves for all known debts and liabilities of our company.

Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock and except as may otherwise be specified in the terms of any class or series of our common stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as provided with respect to any other class or series of stock, the holders of shares of our common stock will possess the exclusive voting power. There is no cumulative voting in the election of our directors. Directors are elected by a plurality of all of the votes cast in the election of directors.

Holders of shares of our common stock have no preference, conversion, exchange, sinking fund or redemption rights and have no preemptive rights to subscribe for any securities of our company. Our charter provides that our common stockholders generally have no appraisal rights unless our board of directors determines prospectively that appraisal rights will apply to one or more transactions in which holders of our common stock would otherwise be entitled to exercise appraisal rights. Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, holders of our common stock will have equal dividend, liquidation and other rights.

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, consolidate, sell all or substantially all of its assets or engage in a statutory share exchange unless declared advisable by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of all of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our charter provides for approval of any of these matters by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast on such matters, except that the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors is required to remove a director (and such removal must be for cause) and the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on such matter is required to amend the provisions of our charter relating to the removal of directors, relating to the restrictions on the transfer and ownership of shares or the vote required to amend such provisions. Maryland law also permits a Maryland corporation to transfer all or substantially all of its assets without the approval of the stockholders of the corporation to an entity if all of the equity interests of the entity are owned, directly or indirectly, by the corporation. Because our operating assets may be held by our operating partnership or its subsidiaries, these subsidiaries may be able to merge or transfer all or substantially all of their assets without the approval of our stockholders.

Our charter authorizes our board of directors to reclassify any unissued shares of our common stock into other classes or series of stock, to establish the designation and number of shares of each class or series and to set, subject to the provisions of our charter relating to the restrictions on ownership and transfer of our capital stock, the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each such class or series.

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Warrants

As consideration for the termination of the TL Participation (see "Structure of Our Company-Torchlight Transactions-Termination of Participation Right"), we will be privately issuing warrants to Torchlight to acquire 250,000 shares of our common stock. The warrants will be issued concurrently with the closing of this offering. Each warrant will initially represent the right to purchase one share of our common stock. The number of shares deliverable upon the exercise of the warrants is subject to adjustment and certain anti-dilution protection as provided in the warrant agreement. The initial exercise price applicable to each warrant is $ per share of common stock for which the warrant may be exercised. All or any portion of the warrants may be exercised in whole or in part at any time and from time to time on or before 5:00p.m. New York City time on , 2022. At the election of the holder, the exercise price may be paid by the withholding by us of a number of shares of common stock issuable upon the exercise of the warrants equal to the value of the aggregate exercise price of the warrants so exercised, determined by reference to the market price of our common stock on the trading day on which the warrants are exercised. Any value of the warrants so exercised in excess of the number of shares withheld by us will be paid to the holder of the exercised warrants in shares of our common stock valued by reference to the same market price. We will at all times reserve the aggregate number of shares of our common stock for which the warrants may be exercised. The warrant holders will have no rights or privileges of holders of our common stock, including any voting rights and rights to dividend payments, until (and then only to the extent) the warrants have been exercised. Issuance of any shares of common stock deliverable upon the exercise of the warrants will be made without charge to the warrant holder for any issue or transfer tax or other incidental expenses in respect of the issuance of those shares. The holders of the common stock deliverable upon the exercise of the warrants will be entitled to certain customary registration rights.

Preferred Stock

Our charter authorizes our board of directors to classify any unissued shares of our preferred stock and to reclassify any previously classified but unissued shares into one or more classes or series of stock. Prior to issuance of shares of each new class or series, our board of directors is required by the MGCL and our charter to set, subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each such class or series. As a result, our board of directors could authorize the issuance of shares of preferred stock that have priority over shares of our common stock with respect to dividends or other distributions or rights upon liquidation, exclusive or class voting rights or with other terms and conditions that could have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our common stockholders otherwise believe to be in their best interests. As of the date hereof, no shares of our preferred stock are outstanding and we have no present plans to issue any preferred stock. Pursuant to the Stockholders Agreement, we will be prohibited from issuing shares of preferred stock until Torchlight owns less than 2.5% of our common stock.

Power to Increase or Decrease Authorized Shares of Our Common Stock and Issue Additional Shares of Our Common and Preferred Stock

We believe that the power of our board of directors to amend our charter to increase or decrease the aggregate number of authorized shares of stock, to authorize us to issue additional authorized but unissued shares of our common stock or preferred stock and to classify or reclassify unissued shares of our common stock or preferred stock and thereafter to authorize us to issue such classified or reclassified shares of stock will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series, as well as the additional authorized shares of our common stock, will be available for issuance without further action by our stockholders, unless such action is required by applicable law, the terms of any class or series of preferred stock that we may issue in the future or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our board of directors does not currently intend to do so, it could authorize us to issue a class or series of stock that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our common stockholders otherwise believe to be in their best interests. See “Material Provisions of Maryland Law and of Our Charter and Bylaws—Anti-takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws.”

Restrictions On Ownership and Transfer

In order for us to qualify as a REIT under the Code, our stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of stock (after taking into account options to acquire shares of stock) may be owned, directly, indirectly or through application of certain attribution rules by five or fewer individuals (as defined in the Code to include certain entities such as qualified pension plans) at any time during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Our charter contains restrictions on the ownership and transfer of our stock that are intended to assist us in complying with these requirements and continuing to qualify as a REIT. The relevant sections of our charter provide that, subject to the exceptions described below, no person or entity may actually or beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of any class or series of our capital stock, excluding any shares of stock that are not treated as outstanding for federal income tax purposes. We refer to this restriction as the “ownership limit.” A person or entity that would have acquired actual, beneficial or constructive ownership of our stock but for the application of the ownership limit or any of the other restrictions on ownership and transfer of our stock discussed below is referred to as a “prohibited owner.”

The constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% of our common stock (or the acquisition of an interest in an entity that owns, actually or constructively, our common stock) by an individual or entity, could, nevertheless cause that individual or entity, or another individual or entity, to own constructively in excess of 9.8% of our outstanding common stock and thereby violate the applicable ownership limit.

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Our board of directors, in its sole and absolute discretion, prospectively or retroactively, may exempt a person from the limit described in the paragraph above and may establish or increase an excepted holder percentage limit for that person. The person seeking an exemption must provide to our board of directors any representations, covenants and undertakings that our board of directors may deem appropriate in order to conclude that granting the exemption will not cause us to lose our status as a REIT. Our board of directors may not grant an exemption to any person if that exemption would result in our failing to qualify as a REIT. Our board of directors must waive the ownership limit with respect to a particular person if it: (i) determines that such ownership will not cause any individual’s beneficial ownership of shares of our stock to violate the ownership limit and that any exemption from the ownership limit will not jeopardize our status as a REIT; and (ii) determines that such stockholder does not and will not own, actually or constructively, an interest in a tenant of ours (or a tenant of any entity whose operations are attributed in whole or in part to us) that would cause us to own, actually or constructively, more than a 9.8% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant or that any such ownership would not cause us to fail to qualify as a REIT under the Code. Our board of directors may require a ruling from the IRS or an opinion of counsel, in either case in form and substance satisfactory to our board of directors, in its sole discretion, in order to determine or ensure our status as a REIT.

As a condition of the exception, our board of directors may require an opinion of counsel or IRS ruling, in either case in form and substance satisfactory to our board of directors, in its sole and absolute discretion, in order to determine or ensure our status as a REIT and representations and undertakings from the person seeking the exemption or excepted holder limit in order to make the determinations above. Our board of directors may impose such conditions or restrictions as it deems appropriate in connection with such an exception.

Our board of directors may, in its sole and absolute discretion, increase or decrease the ownership limit for one or more persons, except that a decreased ownership limit will not be effective for any person whose actual, beneficial or constructive ownership of our stock exceeds the decreased ownership limit at the time of the decrease until the person’s actual, beneficial or constructive ownership of our stock equals or falls below the decreased ownership limit, although any further acquisition of shares of our stock or beneficial or constructive ownership of our stock will violate the decreased ownership limit. Our board of directors may from time to time increase or decrease any ownership limit if, among other limitations, the new ownership limit would not prevent five or fewer persons to actually or beneficially own more than 49.9% in value of our outstanding stock.

Our charter further prohibits:

	•	any person from actually, beneficially or constructively owning shares of our stock that could result in us being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT (including, but not limited to, actual, beneficial or constructive ownership of shares of our stock that could result in us owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income we derive from such tenant, taking into account our other income that would not qualify under the gross income requirements of Section 856(c) of the Code, would cause us to fail to satisfy any such gross income requirements imposed on REITs); and
	•	any person from transferring shares of our stock if such transfer would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).

Any person who acquires or attempts or intends to acquire actual, beneficial or constructive ownership of shares of our stock that will or may violate the ownership limit or any of the other restrictions on ownership and transfer of our stock described above must give written notice immediately to us or, in the case of a proposed or attempted transaction, provide us at least 15 days prior written notice, and provide us with such other information as we may request in order to determine the effect of such transfer on our status as a REIT.

The ownership limit and other restrictions on ownership and transfer of our stock described above will not apply until the completion of this offering and will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT or that compliance is no longer required in order for us to qualify as a REIT.

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Pursuant to our charter, if any purported transfer of our stock or any other event would otherwise result in any person violating the ownership limits or such other limit established by our board of directors, or could result in us being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT, then that number of shares causing the violation (rounded up to the nearest whole share) will be automatically transferred to, and held by, a charitable trust for the exclusive benefit of one or more charitable organizations selected by us. The prohibited owner will have no rights in shares of our stock held by the trustee. The automatic transfer will be effective as of the close of business on the business day prior to the date of the violative transfer or other event that results in the transfer to the trust. Any dividend or other distribution paid to the prohibited owner, prior to our discovery that the shares had been automatically transferred to a trust as described above, must be repaid to the trustee upon demand. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable restriction on ownership and transfer of our stock, then that transfer of the number of shares that otherwise would cause any person to violate the above restrictions will be void. If any transfer of our stock would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution), then any such purported transfer will be void and of no force or effect and the intended transferee will acquire no rights in the shares.

Shares of our stock transferred to the trustee are deemed offered for sale to us, or our designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer of the shares to the trust (or, in the event of a gift, devise or other such transaction, the last reported sale price on the day of the transfer or other event that resulted in the transfer of such shares to the trust) and (ii) the last reported sale price on the date we accept, or our designee accepts, such offer. We may reduce the amount payable to the prohibited owner by the amount of dividends and distributions paid to the prohibited owner and owed by the prohibited owner to the trustee and pay the amount of such reduction to the trustee for the benefit of the charitable beneficiary. We have the right to accept such offer until the trustee has sold the shares of our stock held in the trust. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the prohibited owner and any dividends or other distributions held by the trustee with respect to such stock will be paid to the charitable beneficiary.

If we do not buy the shares, the trustee must, within 20 days of receiving notice from us of the transfer of shares to the trust, sell the shares to a person or persons designated by the trustee who could own the shares without violating the ownership limits or other restrictions on ownership and transfer of our stock. Upon such sale, the trustee must distribute to the prohibited owner an amount equal to the lesser of (i) the price paid by the prohibited owner for the shares (or, if the prohibited owner did not give value in connection with the transfer or other event that resulted in the transfer to the trust ( e.g. , a gift, devise or other such transaction), the last reported sale price on the day of the transfer or other event that resulted in the transfer of such shares to the trust) and (ii) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares. The trustee may reduce the amount payable to the prohibited owner by the amount of dividends and other distributions paid to the prohibited owner and owed by the prohibited owner to the trustee. Any net sales proceeds in excess of the amount payable to the prohibited owner will be immediately paid to the charitable beneficiary, together with any dividends or other distributions thereon. In addition, if prior to our discovery that shares of our stock have been transferred to the trustee, such shares of stock are sold by a prohibited owner, then such shares shall be deemed to have been sold on behalf of the trust and, to the extent that the prohibited owner received an amount for or in respect of such shares that exceeds the amount that such prohibited owner was entitled to receive, such excess amount shall be paid to the trustee upon demand.

The trustee will be designated by us and will be unaffiliated with us and with any prohibited owner. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the charitable beneficiary, all dividends and other distributions paid by us with respect to such shares, and may exercise all voting rights with respect to such shares for the exclusive benefit of the charitable beneficiary.

Subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the trustee may, at the trustee’s sole discretion:

	•	rescind as void any vote cast by a prohibited owner prior to our discovery that the shares have been transferred to the trust; and
	•	recast the vote in accordance with the desires of the trustee acting for the benefit of the beneficiary of the trust.

However, if we have already taken irreversible corporate action, then the trustee may not rescind and recast the vote.

If our board of directors or a committee thereof determines that a proposed transfer or other event has taken place that violates the restrictions on ownership and transfer of our stock set forth in our charter, our board of directors or such committee may take such action as it deems advisable in its sole and absolute discretion to refuse to give effect to or to prevent such transfer, including, but not limited to, causing us to redeem shares of stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer.

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Every owner of 5% or more (or such lower percentage as required by the Code or the Treasury regulations promulgated thereunder) in number or value of the outstanding shares of our stock, within 30 days after the end of each taxable year, must give written notice to us stating the name and address of such owner, the number of shares of each class and series of our stock that the owner beneficially owns and a description of the manner in which the shares are held. Each such owner also must provide us with any additional information that we request in order to determine the effect, if any, of the person’s actual or beneficial ownership on our status as a REIT and to ensure compliance with the ownership limits. In addition, any person that is an actual owner, beneficial owner or constructive owner of shares of our stock and any person (including the stockholder of record) who is holding shares of our stock for an actual owner, beneficial owner or constructive owner must, on request, disclose to us such information as we may request in good faith in order to determine our status as a REIT and comply with requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the ownership limits.

Any certificates representing shares of our stock will bear a legend referring to the restrictions on ownership and transfer of our stock described above.

These restrictions on ownership and transfer could delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for our common stock that our stockholders believe to be in their best interest.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, LLC.

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MATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS

The following summary of certain provisions of Maryland law and of our charter and bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to Maryland law and our charter and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is part. See “Where You Can Find More Information.”

Our Board of Directors

Our charter and bylaws provide that the number of directors of our company may be established, increased or decreased only by a majority of our entire board of directors but may not be fewer than the minimum number required under the MGCL, which is one, or, unless our bylaws are amended, more than fifteen. We have five directors.

Our charter also provides that, at such time as we become eligible to elect to be subject to certain elective provisions of the MGCL (which we expect will be upon completion of this offering) and except as may be provided by our board of directors in setting the terms of any class or series of stock, any vacancy may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director so elected will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies.

Each of our directors is elected by our stockholders to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies under the MGCL. Holders of shares of our common stock will have no right to cumulative voting in the election of directors. Directors are elected by a plurality of the votes cast. Consequently, at each annual meetings of stockholders, the holders of the majority of the shares of our common stock will be able to elect all of our directors.

Removal of Directors

Our charter provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed only for cause (as defined in our charter) and only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. This provision, when coupled with the exclusive power of our board of directors to fill vacant directorships, may preclude stockholders from removing incumbent directors except for cause and by a substantial affirmative vote and filling the vacancies created by such removal with their own nominees.

Business Combinations

Under the MGCL, certain “business combinations” (including a merger, consolidation, share exchange or, in certain circumstances specified under the statute, an asset transfer or issuance or reclassification of equity securities) between a Maryland corporation and any interested stockholder, or an affiliate of such an interested stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Maryland law defines an interested stockholder as:

	•	any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or
	•	an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.

A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder.

In approving a transaction, however, a board of directors may provide that its approval is subject to compliance, at or after the time of the approval, with any terms and conditions determined by it.

After such five-year period, any such business combination must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

	•	80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
	•	two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These supermajority approval requirements do not apply if, among other conditions, the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares.

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These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a corporation’s board of directors prior to the time that the interested stockholder becomes an interested stockholder. Our board of directors has adopted a resolution opting out of the business combination provisions of the MGCL. This resolution provides that any alteration or repeal of the resolution by the board of directors shall be valid only if approved, at a meeting duly called, by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally for directors. Our bylaws provide that any such alteration or repeal of the resolution will be valid only if approved, at a meeting duly called, by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally for directors.

We do not have a “poison pill” or stockholder rights plan. We intend to seek prior stockholder approval before adopting a stockholder rights plan unless, due to timing constraints or other reasons, a majority of the directors who qualify as independent directors under NYSE corporate governance standards determines that it would be in the best interests of stockholders to adopt a plan before obtaining stockholder approval. We also intend that any stockholder rights plan we adopt without prior stockholder approval would either be ratified by stockholders or must expire, without being renewed or replaced, within one year.

Control Share Acquisitions

The MGCL provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights with respect to their control shares except to the extent approved by the affirmative vote of at least two-thirds of the votes entitled to be cast in the election of directors, generally, excluding shares of stock in a corporation in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of such shares in the election of directors: (1) the person who made or proposes to make a control share acquisition, (2) an officer of the corporation or (3) an employee of the corporation who is also a director of the corporation. “Control shares” are voting shares of stock that, if aggregated with all other such shares of stock previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power:

	•	one-tenth or more but less than one-third;
	•	one-third or more but less than a majority; or
	•	a majority or more of all voting power.

Control shares do not include shares that the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition, directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the control shares. If no request for a special meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights of control shares are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement” as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

The control share acquisition statute does not apply to: (1) shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (2) acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock. Our bylaws provide that any amendment, alteration or repeal of this provision shall be valid only if approved, at a meeting duly called, by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally for directors. There can be no assurance that such provision will not be amended or eliminated at any time in the future.

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Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions:

	•	a classified board;
	•	a two-thirds vote requirement for removing a director;
	•	a requirement that the number of directors be fixed only by vote of the directors;
	•	a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; or
	•	a majority requirement for the calling of a special meeting of stockholders.

Our charter provides that, at such time as we become eligible to make a Subtitle 8 election (which we expect will be upon the completion of this offering) and except as may be provided by our board of directors in setting the terms of any class or series of stock, we elect to be subject to the provisions of Subtitle 8 relating to the filling of vacancies on our board of directors. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (1) require a two-thirds vote for the removal of any director from the board, (2) vest in the board the exclusive power to fix the number of directorships, subject to limitations set forth in our charter and bylaws, and (3) require, unless called by the chairman of our board of directors, our president, our chief executive officer or our board of directors, the request of stockholders entitled to cast not less than a majority of all votes entitled to be cast on a matter at such meeting to call a special meeting to consider and vote on any matter that may properly be considered at a meeting of stockholders. Our bylaws provide that we may not create a classified board. Our bylaws provide that any amendment, alteration or repeal of this provision shall be valid only if approved, at a meeting duly called, by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally for directors. There can be no assurance that such provision will not be amended or eliminated at any time in the future.

Amendments to Our Charter and Bylaws

Other than amendments to certain provisions of our charter described below and amendments permitted to be made without stockholder approval under Maryland law or by a specific provision in the charter, our charter may be amended only if such amendment is declared advisable by our board of directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. The provisions of our charter relating to the removal of directors, the restrictions on the transfer and ownership of shares or the vote required to amend such provisions may be amended only if such amendment is declared advisable by our board of directors and approved by the affirmative vote of stockholders entitled to cast not less than two-thirds of all of the votes entitled to be cast on the matter. Our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws or to make new bylaws.

Meetings of Stockholders

Under our bylaws, annual meetings of stockholders must be held each year at a date, time and place determined by our board of directors. Special meetings of stockholders may be called by the chairman of our board of directors, our chief executive officer, our president and our board of directors. Subject to the provisions of our bylaws, a special meeting of stockholders to act on any matter that may properly be considered at a meeting of stockholders must be called by our secretary upon the written request of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter at such meeting who have requested the special meeting in accordance with the procedures specified in our bylaws and provided the information and certifications required by our bylaws. Only matters set forth in the notice of a special meeting of stockholders may be considered and acted upon at such a meeting.

Advance Notice of Director Nominations and New Business

Our bylaws provide that:

•

with respect to an annual meeting of stockholders, nominations of individuals for election to the board of directors and the proposal of business to be considered by stockholders at the annual meeting may be made only:

pursuant to our notice of the meeting;

by or at the direction of our board of directors; or

by a stockholder who was a stockholder of record both at the time of giving of the notice required by our bylaws and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on such other business and who has provided the information and certifications required by the advance notice procedures set forth in our bylaws.

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•

with respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting of stockholders, and nominations of individuals for election to our board of directors may be made only:

by or at the direction of our board of directors; or

provided that the meeting has been called for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of giving of the notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has provided the information and certifications required by the advance notice procedures set forth in our bylaws.

The purpose of requiring stockholders to give advance notice of nominations and other proposals is to afford our board of directors the opportunity to consider the qualifications of the proposed nominees or the advisability of the other proposals and, to the extent considered necessary by our board of directors, to inform stockholders and make recommendations regarding the nominations or other proposals. The advance notice procedures also permit a more orderly procedure for conducting our stockholder meetings.

Anti-takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws

The restrictions on ownership and transfer of our stock, the provisions of our charter regarding the removal of directors, the exclusive power of our board of directors to fill vacancies on the board and the advance notice provisions of the bylaws could delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for holders of our common stock or otherwise be in their best interests. Likewise, if our board of directors were to opt in to the business combination provisions of the MGCL or the provisions of Subtitle 8 of Title 3 of the MGCL providing for a classified board of directors, or if the provision in our bylaws opting out of the control share acquisition provisions of the MGCL were amended or rescinded, these provisions of the MGCL could have similar anti-takeover effects.

Indemnification and Limitation of Directors’ and Officers’ Liability

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains a provision that eliminates such liability to the maximum extent permitted by Maryland law.

The MGCL requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

•

the act or omission of the director or officer was material to the matter giving rise to the proceeding and:

was committed in bad faith; or

was the result of active and deliberate dishonesty;

	•	the director or officer actually received an improper personal benefit in money, property or services; or
	•	in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or on behalf of the corporation or if the director or officer was adjudged liable on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a Maryland corporation to advance reasonable expenses to a director or officer, without requiring a preliminary determination of the director’s or officer’s ultimate entitlement to indemnification, upon the corporation’s receipt of:

	•	a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and
	•	a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

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Our charter authorizes us to obligate our company and our bylaws obligate us, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding, without requiring a preliminary determination of the director’s or officer’s ultimate entitlement to indemnification, to:

	•	any present or former director or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or
	•	any individual who, while serving as a director or officer and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

Our charter and bylaws also permit us, with the approval of our board of directors, to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of our company or a predecessor of our company.

The partnership agreement also provides that we, as general partner, and our directors, officers, employees, agents and designees are indemnified to the extent provided therein. See “Description of the Partnership Agreement of Plymouth Industrial OP, LP.”

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Indemnification Agreements

We intend to enter into indemnification agreements with each of our executive officers and directors as described in “Management—Limitation of Liability and Indemnification.”

Restrictions on Ownership and Transfer

Subject to certain exceptions, our charter provides that no person or entity may actually or beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (in value or number of shares, whichever is more restrictive) of the outstanding shares of any class or series of our capital stock. For a fuller description of this and other restrictions on ownership and transfer of our stock, see “Description of Stock—Restrictions on Ownership and Transfer.”

REIT Qualification

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without approval of our stockholders, if it determines that it is no longer in our best interests to continue to be qualified as a REIT. Our charter also provides that our board of directors may determine that compliance with one or more of the restrictions on ownership and transfer of our stock is no longer required in order for us to qualify as a REIT.

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SHARES ELIGIBLE FOR FUTURE SALE

General

Upon completion of this offering, we will have shares of our common stock outstanding ( shares if the underwriters’ over-allotment option is exercised in full).

Of these shares, shares, including the shares sold in this offering ( shares if the underwriters’ over-allotment option is exercised in full), will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our charter, except for any shares purchased in this offering by our “affiliates,” as that term is defined by Rule 144 under the Securities Act. The shares of common stock and warrants privately issued to Torchlight in connection with the Torchlight Transactions, and the shares of common stock issuable upon exercise of such warrants, are not freely transferable and may only be resold in compliance with Rule 144 or pursuant to another exemption from registration under the Securities Act. See “Structure of Our Company—Torchlight Transactions—Termination of Participation Right.”

Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on the NYSE. No assurance can be given as to (1) the likelihood that an active market for our shares of common stock will develop, (2) the liquidity of any such market, (3) the ability of the stockholders to sell the shares or (4) the prices that stockholders may obtain for any of the shares. No prediction can be made as to the effect, if any, that future sales of shares, or the availability of shares for future sale, will have on the market price prevailing from time to time. Sales of substantial amounts of our common stock (including shares issued upon the exchange of units tendered for redemption or the exercise of stock options), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock. See “Risk Factors—Risks Related to this Offering.” For a description of certain restrictions on ownership and transfer of our shares of common stock, see “Description of Stock—Restrictions on Ownership and Transfer.”

Rule 144

Under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale and who has beneficially owned shares considered to be restricted securities under Rule 144 for at least six months would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned shares considered to be restricted securities under Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

An affiliate of ours who has beneficially owned shares of our common stock for at least six months would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

	•	% of the shares of our common stock then outstanding, which will equal approximately shares immediately after this offering ( shares if the underwriters exercise their over-allotment option in full); or
	•	the average weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to manner of sale provisions, notice requirements and the availability of current public information about us.

2014 Incentive Award Plan

We have adopted the Plan in anticipation of this offering. The Plan provides for the grant of incentive awards to our employees, officers, directors and consultants of our company and our subsidiaries. We reserved shares of common stock and LTIP units for issuance under the Plan.

We intend to file with the SEC a Registration Statement on Form S-8 covering the shares of our common stock issuable under the Plan. Shares of our common stock issuable under the Plan covered by this registration statement will be eligible for transfer or resale without restriction under the Securities Act unless held by an affiliate.

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Lock-up Periods

Each of our executive officers and directors and their respective affiliates, and Torchlight, have agreed not to sell or otherwise transfer any shares of our common stock owned by them at the completion of this offering or thereafter acquired by them for a period of 180 days after the date of this prospectus without the prior written consent of D.A. Davidson & Co.

However, in addition to certain other exceptions, (1) each of our directors, executive officers and their respective affiliates, as well as certain of our prior investors, may transfer or dispose of his or her shares during the lock-up period in the case of gifts or for estate planning purposes, and (2) each of the prior investors that is an entity may distribute its shares to its limited partners, members or stockholders or to its affiliates or to any investment fund or other entity controlled or managed by it, provided in each case that each transferee agrees to a similar lock-up agreement for the remainder of the lock-up period, the transfer does not involve a disposition for value, no report is required to be filed by the transferor under the Exchange Act as a result of the transfer and the transferor does not voluntarily effect any public filing or report regarding such transfer.

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DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF PLYMOUTH INDUSTRIAL OP, LP.

A summary of the material terms and provisions of the Amended and Restated Agreement of Limited Partnership of Plymouth Industrial OP, LP., which we refer to as the “partnership agreement,” is set forth below. This summary is not complete and is subject to and qualified in its entirety by reference to the applicable provisions of Delaware law and the partnership agreement. For more detail, please refer to the partnership agreement itself a copy of which is filed as an exhibit to the registration statement of which this prospectus is part. See “Where You Can Find More Information.”

General

Our operating partnership was formed in March 2011 to acquire, own and operate properties on our behalf. It is the operating partnership of an UPREIT, which structure is utilized generally to provide for the acquisition of real property from owners who desire to defer taxable gain that would otherwise be recognized by them upon the disposition of their property. These owners may also desire to achieve diversity in their investment and other benefits afforded to owners of stock in a REIT. For purposes of satisfying the asset and income tests for qualification as a REIT for tax purposes, the REIT’s proportionate share of the assets and income of an UPREIT, such as our operating partnership, will be deemed to be assets and income of the REIT.

A property owner may generally contribute property to an UPREIT in exchange for OP units on a tax-deferred basis. In addition, our operating partnership will be structured to make distributions with respect to OP units that will be equivalent to the distributions made to holders of our common stock. Finally, a limited partner may later redeem his OP units in our operating partnership for cash or, at our option, shares of our common stock in a taxable transaction.

The partnership agreement for our operating partnership contains provisions that would allow, under certain circumstances, other entities to merge into our operating partnership. In the event of such a merger, our limited partnership would issue additional OP units that would be entitled to the same exchange rights as other holders of OP units. As a result, any such merger ultimately could result in the issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders.

We intend to hold substantially all of our assets through our operating partnership. We may, however, own investments through entities other than our operating partnership if limited partners of our operating partnership that are not affiliated with us and who hold more than 50% of the OP units held by all limited partners not affiliated with us approve the ownership of a property through another entity. We are the sole general partner of our operating partnership and own an approximately 0.1% partnership interest in our operating partnership. Our subsidiary, Plymouth OP Limited, LLC, is the only limited partner and the owner of the other approximately 99.9% partnership interest in our operating partnership. As the general partner to our operating partnership, we have the exclusive power to manage and conduct the business of our operating partnership.

The following is a summary of certain provisions of the partnership agreement of our operating partnership. This summary is not complete and is qualified by the specific language in the partnership agreement.

Capital Contributions

As we accept subscriptions for shares, we transfer (directly or through our wholly-owned subsidiary) substantially all of the net proceeds of the offering to our operating partnership as a capital contribution; however, we are deemed to have made capital contributions in the amount of the gross offering proceeds received from investors. Our operating partnership is deemed to have simultaneously paid the selling commissions and other costs associated with the offering. If our operating partnership requires additional funds at any time in excess of capital contributions made by us, it may borrow funds from us or other lenders. In addition, we are authorized to cause our operating partnership to issue partnership interests for less than fair market value if we conclude in good faith that such issuance is in the best interests of us and our operating partnership.

Operations

The partnership agreement requires that our operating partnership be operated in a manner that will enable us to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability and (3) ensure that our operating partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code, which classification could result in our operating partnership being taxed as a corporation, rather than as a partnership. See “Material U.S. Federal Income Tax Considerations—Tax Aspects of Our Operating Partnership” elsewhere in this prospectus.

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Distributions

The partnership agreement provides that our operating partnership will distribute cash flow as follows:

	•	First, to us until we have received aggregate distributions with respect to the current fiscal year equal to the minimum amount necessary for us to distribute to our stockholders to enable us to maintain our status as a REIT (and avoid the imposition of federal income and excise taxes) under the Code with respect to such fiscal year;
	•	Next, to the limited partners until our limited partners have received aggregate distributions equal to the amount that would have been distributed to them with respect to all prior fiscal years had each limited partner held a number of our common shares equal to the number of OP units that it holds;
	•	Next, after the establishment of reasonable cash reserves for our expenses and obligations of our operating partnership, to us and to the limited partners until each partner has received aggregate distributions with respect to the current fiscal year and all fiscal years had each limited partner held a number of common shares equal to the number of OP units that it holds; and
	•	Finally, to us and the limited partners in accordance with the partners’ percentage interests in our operating partnership.

Similarly, the partnership agreement of our operating partnership provides that taxable income is generally allocated to the partners of our operating partnership in accordance with their relative percentage interests such that a holder of one unit of partnership interest in our operating partnership will be allocated taxable income for each taxable year in an amount generally equal to the amount of taxable income to be recognized by a holder of one of our shares, subject to compliance with the provisions of Sections 704(b) and 704(c) of the Code and corresponding Treasury regulations. Losses, if any, will generally be allocated among the partners in accordance with their respective percentage interests in our operating partnership. We are authorized to amend the partnership agreement to allocate income or loss of our operating partnership in a manner so as to avoid the characterization of operating income allocable to certain tax-exempt partners as “unrelated business taxable income,” as defined in the Code.

Upon the liquidation of our operating partnership, after payment of debts and obligations, any remaining assets of our operating partnership will be distributed to partners with positive capital accounts in accordance with their respective positive capital account balances. If we were to have a negative balance in our capital account following a liquidation, we might be obligated to contribute cash to our operating partnership up to an amount not exceeding such negative balance.

In addition to the administrative and operating costs and expenses incurred by our operating partnership in acquiring and operating real properties, to the extent not paid by us, our operating partnership will pay all of our administrative costs and expenses, and such expenses will be treated as expenses of our operating partnership. Such expenses will include:

	•	all expenses relating to the formation and continuity of our existence;
	•	all expenses relating to the public offering and registration of securities by us;
	•	all expenses associated with the preparation and filing of any periodic reports by us under federal, state or local laws or regulations;
	•	all expenses associated with compliance by us with applicable laws, rules and regulations;
	•	all costs and expenses relating to any issuance or redemption of partnership interests or shares of our common stock; and
	•	all our other operating or administrative costs incurred in the ordinary course of our business on behalf of our operating partnership.

Exchange Rights

The limited partners of our operating partnership, including Plymouth OP Limited, LLC, have the right to cause their OP units to be redeemed by our operating partnership or purchased by us for cash. In either event, the cash amount to be paid will be equal to the cash value of the number of our shares that would be issuable if the OP units were exchanged for our shares on a one-for-one basis. Alternatively, we may elect to purchase the OP units by issuing one share of our common stock for each limited partnership unit exchanged. If we list our shares of common stock on a national securities exchange, the cash value of a share of our common stock would equal the average of the daily closing price of a share of common stock for the ten consecutive trading days immediately preceding the date on which the cash value is determined. If our shares of common stock are not listed, then the cash value of a share of our common stock will equal the then applicable redemption price per share in our share redemption program. In the event that there is no such applicable redemption price per share then the cash value of a share of our common stock will be determined by our management in good faith.

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These exchange rights may not be exercised, however, if and to the extent that the delivery of shares upon exercise would (1) result in any person owning shares in excess of our ownership limits, (2) result in shares being owned by fewer than 100 persons, (3) cause us to be “closely held” within the meaning of Section 856(h) of the Code, (4) cause us to own 10% or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Code, or (5) cause the acquisition of shares by a redeemed limited partner to be “integrated” with any other distribution of our shares for purposes of complying with the Securities Act.

Subject to the foregoing, limited partners of our operating partnership may exercise their exchange rights at any time after one year following the date of issuance of their partnership units. However, a limited partner may not deliver more than two exchange notices each calendar year and may not exercise an exchange right for less than 1,000 OP units, unless such limited partner holds less than 1,000 OP units, in which case, it must exercise his exchange right for all of its OP units. We do not expect to issue any of the shares of common stock offered hereby to limited partners of our operating partnership in exchange for their OP units. Rather, in the event a limited partner of our operating partnership exercises its exchange rights, and we elect to purchase the OP units with shares of our common stock, we expect to issue unregistered shares of common stock, or subsequently registered shares of common stock, in connection with such transaction.

Transferability of Interests

We may not (1) voluntarily withdraw as the general partner of our operating partnership, (2) engage in any merger, consolidation or other business combination or (3) transfer the general partnership interest in our operating partnership (except to another of our wholly owned subsidiaries), unless the transaction in which such withdrawal, business combination or transfer occurs results in the limited partners receiving or having the right to receive an amount of cash, securities or other property equal in value to the amount they would have received if they had exercised their exchange rights immediately prior to such transaction or unless, in the case of a merger or other business combination, the successor entity contributes substantially all of its assets to our operating partnership in return for an interest in our operating partnership and agrees to assume all obligations of the general partner of our operating partnership. We may also enter into a business combination or transfer the general partnership interest upon the receipt of the consent of a majority-in-interest of the limited partners of our operating partnership other than Plymouth OP Limited, LLC. With certain exceptions, a limited partner may not transfer its interests in our operating partnership, in whole or in part, without our written consent, acting as general partner.

Voting Rights

The holders of limited partnership interests have limited voting rights. The consent of a majority-in-interest of the limited partners is required only to approve (1) any amendment that would affect the conversion or exchange rights of the limited partnership interests, (2) any amendment to the partnership agreement that would adversely affect the rights of the limited partners to receive distributions, (3) any amendment that would alter the partnership’s allocations of profit and loss and (4) any amendment that would impose any obligation on the limited partners to make additional capital contributions to the partnership.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the current material U.S. federal income tax considerations regarding our company and holders of our common stock. For the purposes of this discussion, references to “we,” “our” and “us” mean only Plymouth Industrial REIT, Inc., and do not include any of its subsidiaries, except as otherwise indicated. This summary is for general information only and is not tax advice. The information in this summary is based on:

	•	the Code;
	•	current, temporary and proposed Treasury regulations promulgated under the Code;
	•	the legislative history of the Code;
	•	current administrative interpretations and practices of the IRS; and
	•	court decisions

in each case, as of the date of this prospectus. In addition, the administrative interpretations and practices of the IRS include its practices and policies as expressed in private letter rulings that are not binding on the IRS except with respect to the particular taxpayers who requested and received those rulings. Future legislation, Treasury regulations, administrative interpretations and practices and/or court decisions may adversely affect the tax considerations contained in this discussion. Any such change could apply retroactively to transactions preceding the date of the change. Except as expressly provided below, we have not requested and do not intend to request a ruling from the IRS that we qualify as a REIT, and the statements in this prospectus are not binding on the IRS or any court. Thus, we can provide no assurance that the tax considerations contained in this discussion will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. This summary does not discuss any state, local or non-U.S. tax consequences, or any tax consequences arising under any U.S. federal tax other than the income tax, associated with the purchase, ownership, or disposition of our common stock, or our election to be taxed as a REIT.

You are urged to consult your tax advisors regarding the tax consequences to you of:

•

the purchase, ownership or disposition of our common stock including the federal, state, local, non-U.S. and other tax consequences;

•

our election to be taxed as a REIT for U.S. federal income tax purposes; and

•

potential changes in applicable tax laws.

Taxation of Our Company

General

We inadvertently filed a U.S. federal income tax return for the taxable year ended December 31, 2011, on IRS Form 1120-REIT. As a result, we inadvertently made a REIT election for the taxable year ended December 31, 2011. After seeking relief from the IRS, the IRS issued a private letter ruling to us on February 5, 2015, in which the IRS concluded that we will be treated as if we had not made the REIT election for the taxable year ended December 31, 2011. We elected to be taxed as a REIT under the Code by filing IRS Form 1120-REIT for the taxable year ended December 31, 2012. Although the private letter ruling that the IRS issued to us does not address our election to be taxed as a REIT for the taxable year ended December 31, 2012, we believe we have effectively elected to be taxed as, and have operated in a manner to allow us to qualify as, a REIT under the Code commencing with our taxable year ended December 31, 2012. We have not requested a ruling from the IRS as to our qualification as a REIT, and no assurance can be given that we will operate in a manner so as to qualify or remain qualified as a REIT.

Dentons US LLP has acted as our tax counsel in connection with this offering. Dentons US LLP will render an opinion to us to the effect that, commencing with our taxable year ended December 31, 2012, and subject to certain assumptions and qualifications, we have been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and that our actual and proposed method of operation has enabled and will continue to enable us to meet the requirements for qualification and taxation as a REIT under the Code for such taxable year and thereafter. In addition, it must be emphasized that the opinion of Dentons US LLP will be based on various assumptions and representations as to factual matters, including representations made by us in a factual certificate provided by one of our officers. In addition, the opinion will be based upon our factual representations set forth in this prospectus. The opinion of Dentons US LLP is not binding upon the IRS or any court. Moreover, our qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, which are discussed below, including through actual annual operating results, asset composition, distribution levels and diversity of stock ownership, the results of which have not been and will not be reviewed by Dentons US LLP. Accordingly, no assurance can be given that the actual results of our operations for any particular taxable year will satisfy such requirements. Further, the anticipated U.S. federal income tax treatment described in this prospectus may be changed, perhaps retroactively, by legislative, administrative or judicial action at any time. Dentons US LLP has no obligation to update its opinion subsequent to the date of such opinion.

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Subject to the foregoing, commencing with our taxable year ended December 31, 2012, we believe that we were organized and operated, and will continue to be organized and operated, in a manner that will allow us to qualify for taxation as a REIT under the Code. However, in addition to the issues discussed above, qualification and taxation as a REIT depend upon our ability to meet various tests imposed under the Code, including through actual annual operating results, asset composition, distribution levels and diversity of stock ownership. Accordingly, no assurance can be given that we have been organized and will operate, or will continue to be organized and operate, in a manner so as to qualify or remain qualified as a REIT. See “—Taxation of Our Company—Failure to Qualify.”

The sections of the Code and the corresponding Treasury regulations that relate to qualification and taxation as a REIT are highly technical and complex. The following sets forth the material aspects of the sections of the Code that govern the federal income tax treatment of a REIT and the holders of its common stock. This summary is qualified in its entirety by the applicable Code provisions, relevant rules and regulations promulgated under the Code, and administrative and judicial interpretations of the Code and these rules and regulations.

Provided we qualify for taxation as a REIT, we generally will not be required to pay federal corporate income taxes on our net income that is currently distributed to our stockholders. This treatment substantially eliminates the “double taxation” that ordinarily results from investment in a C corporation. A C corporation is a corporation that generally is required to pay tax at the corporate level. Double taxation means taxation once at the corporate level when income is earned and once again at the stockholder level when the income is distributed.

We may, however, be required to pay U.S. federal tax as follows:

	•	First, we will be required to pay tax at regular corporate rates on any undistributed net taxable income, including undistributed net capital gains.
	•	Second, we may be required to pay the “alternative minimum tax” on our items of tax preference under some circumstances.
	•	Third, if we have (1) net income from the sale or other disposition of “foreclosure property” held primarily for sale to customers in the ordinary course of business or (2) other non-qualifying income from foreclosure property, we will be required to pay tax at the highest corporate rate on this income. To the extent that income from foreclosure property is otherwise qualifying income for purposes of the 75% gross income test, as described below, this tax is not applicable. Subject to certain other requirements, foreclosure property generally is defined as property we acquired through foreclosure or after a default on a loan secured by the property or a lease of the property.
	•	Fourth, we will be required to pay a 100% tax on any net income from prohibited transactions. Prohibited transactions are, in general, sales or other taxable dispositions of property, other than foreclosure property, held as inventory or primarily for sale to customers in the ordinary course of business.
	•	Fifth, if we fail to satisfy the 75% gross income test or the 95% gross income test, as described below, but have otherwise maintained our qualification as a REIT because certain other requirements are met, we will be required to pay a tax equal to (1) the greater of (A) the amount by which we fail to satisfy the 75% gross income test and (B) the amount by which we fail to satisfy the 95% gross income test, multiplied by (2) a fraction intended to reflect our profitability.
	•	Sixth, in the event of a failure of the asset tests (other than a de minimis failure of the 5% asset test or the 10% asset test) as long as (1) the failure was due to reasonable cause and not to willful neglect, (2) we file a description of each asset that caused such failure with the IRS, and (3) we dispose of the assets causing the failure or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify such failure, we may retain our REIT qualification but will be required to pay a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income from the non-qualifying assets that caused us to fail such test.
	•	Seventh, if we fail to satisfy any provision of the Code that would result in our failure to qualify as a REIT (other than a violation of the gross income tests or certain violations of the asset tests, as described below) and the violation is due to reasonable cause and not due to willful neglect, we may retain our REIT qualification but we will be required to pay a penalty of $50,000 for each such failure.
	•	Eighth, we will be required to pay a 4% excise tax to the extent we fail to distribute during each calendar year at least the sum of (1) 85% of our ordinary income for the year, (2) 95% of our capital gain net income for the year, and (3) any undistributed taxable income from prior periods.

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	•	Ninth, if we acquire any asset from a corporation that is or has been a C corporation in a transaction in which the basis of the asset in our hands is less than the fair market value of the asset, in each case determined at the time we acquired the asset, and we subsequently recognize gain on the disposition of the asset during the five-year period beginning on the date on which we acquired the asset, then we will be required to pay tax at the highest regular corporate tax rate on this gain to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted basis in the asset, in each case determined as of the date on which we acquired the asset. This built-in gains tax does not apply to any gain from the sale of property acquired by us in an exchange under Section 1031 (a like kind exchange) or Section 1033 (an involuntary conversion) of the Code.
	•	Tenth, entities we own that are C corporations, including any “taxable REIT subsidiaries,” generally will be required to pay federal corporate income tax on their earnings.
	•	Eleventh, we will be required to pay a 100% tax on any “redetermined rents,” “redetermined deductions,” “excess interest,” or “redetermined TRS service income.” See “Taxation of Our Company—Penalty Tax.” In general, redetermined rents are rents from real property that are overstated as a result of services furnished to any of our tenants by a taxable REIT subsidiary of ours. Redetermined deductions and excess interest generally represent amounts that are deducted by a taxable REIT subsidiary of ours for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations. Redetermined TRS service income generally represents income of a taxable REIT subsidiary that is understated as a result of services provided to us or on our behalf.
	•	Twelfth, we may elect to retain and pay income tax on our net capital gain. In that case, a U.S. holder would include its proportionate share of our undistributed capital gain (to the extent that we make a timely designation of such gain to the holder) in its income, would be deemed to have paid the tax that we paid on such gain, and would be allowed a credit for its proportionate share of the tax deemed to have been paid, and an adjustment would be made to increase the basis of the holder in our common stock.
	•	Thirteenth, if we are treated for tax purposes as a Subchapter C corporation prior to our REIT election, then we would generally be subject to a corporate-level tax on a taxable disposition of any appreciated asset we hold as of the effective date of our REIT election. Specifically, if we dispose of a built-in-gain asset in a taxable transaction prior to the fifth anniversary of the effective date of our REIT election, we generally would be subject to tax at the highest regular corporate federal income tax rate on the gain.
	•	Fourteenth, notwithstanding our status as a REIT, we may also have to pay certain state and local income taxes, because not all states and localities treat REITs in the same manner that they are treated for federal income tax purposes. Moreover, as further described below, domestic taxable REIT subsidiaries will be subject to federal, state, and local corporate income tax on their taxable income.

Requirements for Qualification as a REIT

The Code defines a REIT as a corporation, trust or association:

(1)

that is managed by one or more trustees or directors;

(2)

that issues transferable shares or transferable certificates of beneficial interest to evidence its beneficial ownership;

(3)

that would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code;

(4)

that is not a financial institution or an insurance company within the meaning of certain provisions of the Code;

(5)

that is beneficially owned by 100 or more persons;

(6)

not more than 50% in value of the outstanding stock of which is owned, directly or indirectly, by five or fewer individuals, including certain specified entities, during the last half of each taxable year;

(7)

that elects to be a REIT, or has made such election for a previous taxable year, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status;

(8)

that uses a calendar year for U.S. federal income tax purposes; and

(9)

that meets other tests, described below, regarding the nature of its income and assets and the amount of its distributions.

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The Code provides that conditions (1) to (4), inclusive, must be met during the entire taxable year and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Conditions (5) and (6) do not apply until after the first taxable year for which an election is made to be taxed as a REIT. For purposes of condition (6), the term “individual” includes a supplemental unemployment compensation benefits plan, a private foundation or a portion of a trust permanently set aside or used exclusively for charitable purposes, but generally does not include a qualified pension plan or profit sharing trust.

We believe we have been organized, have operated and have issued sufficient shares of common stock with sufficient diversity of ownership to allow us to satisfy conditions (1) through (9) inclusive, during the relevant time periods. In addition, our charter provides for restrictions regarding ownership and transfer of our shares which are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above. These share ownership and transfer restrictions are described under “Description of Stock—Restrictions on Ownership and Transfer” in this prospectus. These restrictions, however, do not ensure that we will, in all cases, satisfy the share ownership requirements described in (5) and (6) above. If we fail to satisfy these share ownership requirements, except as provided in the next sentence, our status as a REIT will terminate. If, however, we comply with the rules contained in applicable Treasury regulations that require us to ascertain the actual ownership of our shares and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirement described in condition (6) above, we will be treated as having met this requirement. See “—Taxation of Our Company—Failure to Qualify.”

Ownership of Interests in Partnerships, Limited Liability Companies and Qualified REIT Subsidiaries

In the case of a REIT which is a partner in a partnership or a member in a limited liability company treated as a partnership for U.S. federal income tax purposes, Treasury regulations provide that the REIT will be deemed to own its proportionate share of the assets of the partnership or limited liability company, as the case may be, based on its interest in partnership capital, subject to special rules relating to the 10% asset test described below. Also, the REIT will be deemed to be entitled to its proportionate share of the income of that entity. The assets and gross income of the partnership or limited liability company retain the same character in the hands of the REIT for purposes of Section 856 of the Code, including satisfying the gross income tests and the asset tests. Thus, during periods in which our operating partnership is treated as a partnership for federal income tax purposes, our pro rata share of the assets and items of income of our operating partnership, including our operating partnership’s share of these items of any partnership or limited liability company treated as a partnership or disregarded entity for U.S. federal income tax purposes in which it owns an interest, is treated as our assets and items of income for purposes of applying the requirements described in this discussion, including the gross income and asset tests described below. During periods in which our operating partnership is treated as a disregarded entity for federal income tax purposes, it will not be treated as a separate entity and all assets, liabilities and items of income, gain, loss, deduction and credit of the operating partnership will be treated as our assets, liabilities and items of income, gain, loss, deduction and credit. A brief summary of the rules governing the U.S. federal income taxation of partnerships and limited liability companies is set forth below in “—Tax Aspects of Our Operating Partnership, the Subsidiary Partnerships and the Limited Liability Companies.”

We have control of our operating partnership and intend to control any of its subsidiary partnerships and limited liability companies, and we intend to operate them in a manner consistent with the requirements for our qualification as a REIT. We may from time to time be a limited partner or non-managing member in a partnership or limited liability company. If a partnership or limited liability company in which we own an interest takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership or limited liability company could take an action which could cause us to fail a gross income or asset test, and that we would not become aware of such action in time to dispose of our interest in the partnership or limited liability company or take other corrective action on a timely basis. In that case, we could fail to qualify as a REIT unless we were entitled to relief, as described below.

We may from time to time own and operate certain properties through wholly owned subsidiaries that we intend to be treated as “qualified REIT subsidiaries” under the Code. A corporation will qualify as our qualified REIT subsidiary if we own 100% of the corporation’s outstanding stock and do not elect with the subsidiary to treat it as a “taxable REIT subsidiary,” as described below. A qualified REIT subsidiary is not treated as a separate corporation, and all assets, liabilities and items of income, gain, loss, deduction and credit of a qualified REIT subsidiary are treated as assets, liabilities and items of income, gain, loss, deduction and credit of the parent REIT for all purposes under the Code, including all REIT qualification tests. Thus, in applying the federal tax requirements described in this discussion, any qualified REIT subsidiaries we own are ignored, and all assets, liabilities and items of income, gain, loss, deduction and credit of such corporations are treated as our assets, liabilities and items of income, gain, loss, deduction and credit. A qualified REIT subsidiary is not subject to federal income tax, and our ownership of the stock of a qualified REIT subsidiary does not violate the restrictions on ownership of securities, as described below under “—Taxation of Our Company—Asset Tests.”

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Ownership of Interests in Taxable REIT Subsidiaries

We may own interests in one or more taxable REIT subsidiaries in the future. A taxable REIT subsidiary is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiary is subject to federal income tax as a regular C corporation. In addition, a taxable REIT subsidiary may be prevented from deducting interest on debt funded directly or indirectly by its parent REIT if certain tests regarding the taxable REIT subsidiary’s debt-to-equity ratio and interest expense are not satisfied. A REIT’s ownership of securities of a taxable REIT subsidiary is not subject to the 5% or 10% asset test described below, and their operations will be subject to the provisions described above. See “—Taxation of Our Company—Asset Tests.”

Income Tests

We must satisfy two gross income requirements annually to maintain our qualification as a REIT. First, in each taxable year, we must derive directly or indirectly at least 75% of our gross income (excluding gross income from prohibited transactions, certain hedging transactions and certain foreign currency gains) from investments relating to real property or mortgages on real property, including “rents from real property,” interest on obligations adequately secured by mortgages on real property, and certain types of temporary investments. Qualifying income for purposes of that 75% gross income test generally includes:

	•	rents from real property;
	•	interest on debt secured by mortgages on real property, or on interests in real property, and interest on debt secured by mortgages on both real and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all such property;
	•	dividends or other distributions on, and gain from the sale of, shares in other REITs;
	•	income derived from foreclosure property;
	•	gain from the sale of real estate assets that are not inventory or dealer property; and
	•	income derived from the temporary investment of new capital that is attributable to the issuance of our shares of common stock or a public offering of our debt with a maturity date of at least five years and that we receive during the one-year period beginning on the date on which we received such new capital.

Second, in each taxable year we must derive at least 95% of our gross income (excluding gross income from prohibited transactions, certain hedging transactions and certain foreign currency gains) from the real property investments described above or dividends, interest and gain from the sale or disposition of stock or securities, or from any combination of the foregoing.

Rents we receive from a tenant will qualify as “rents from real property” for the purpose of satisfying the gross income requirements for a REIT described above only if all of the following conditions are met:

	•	The amount of rent is not based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property” solely because it is based on a fixed percentage or percentages of receipts or sales;
	•	Neither we nor an actual or constructive owner of 10% or more of our stock actually or constructively owns 10% or more of the interests in the assets or net profits of a non-corporate tenant, or, if the tenant is a corporation, 10% or more of the total combined voting power of all classes of stock entitled to vote or 10% or more of the total value of all classes of stock of the tenant. Rents we receive from such a tenant that is a taxable REIT subsidiary of ours, however, will not be excluded from the definition of “rents from real property” as a result of this condition if at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are substantially comparable to rents paid by our other tenants for comparable space. Whether rents paid by a taxable REIT subsidiary are substantially comparable to rents paid by other tenants is determined at the time the lease with the taxable REIT subsidiary is entered into, extended, and modified, if such modification increases the rents due under such lease. Notwithstanding the foregoing, however, if a lease with a “controlled taxable REIT subsidiary” is modified and such modification results in an increase in the rents payable by such taxable REIT subsidiary, any such increase will not qualify as “rents from real property.” For purposes of this rule, a “controlled taxable REIT subsidiary” is a taxable REIT subsidiary in which the parent REIT owns stock possessing more than 50% of the voting power or more than 50% of the total value of the outstanding stock of such taxable REIT subsidiary;

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	•	Rent attributable to personal property, leased in connection with a lease of real property, is not greater than 15% of the total rent received under the lease. If this condition is not met, then the portion of the rent attributable to personal property will not qualify as “rents from real property” and will not qualify for either the 75% or 95% gross income tests. The rent attributable to the personal property leased in connection with the lease of real property is the amount that bears the same ratio to total rent for the property in the taxable year as the average of the fair market values of the personal property at the beginning and at the end of the taxable year bears to the average of the aggregate fair market values of both the real and personal property at the beginning and at the end of such taxable year, or “the personal property ratio.” We believe that the personal property ratio of our properties will be less than 15% or that any income attributable to excess personal property will not jeopardize our ability to qualify as a REIT; and
	•	We generally do not operate or manage the property or furnish or render services to our tenants, subject to a 1% de minimis exception and except as provided below. We are permitted, however, to perform directly certain services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered “rendered to the occupant” of the property. Examples of these permitted services include the provision of light, heat, or other utilities, trash removal and general maintenance of common areas. In addition, we are permitted to employ an independent contractor from whom we derive no revenue or a taxable REIT subsidiary, which may be wholly or partially owned by us, to provide both customary and non-customary services to our tenants without causing the rent we receive from those tenants to fail to qualify as “rents from real property.” Any amounts we receive from a taxable REIT subsidiary with respect to the taxable REIT subsidiary’s provision of non-customary services will, however, be non-qualifying income under the 75% gross income test and, except to the extent received through the payment of dividends, the 95% gross income test.

We generally do not intend, and as a general partner of our operating partnership, do not intend to permit our operating partnership, to take actions we believe will cause us to fail to satisfy the rental conditions described above. However, we may intentionally fail to satisfy some of these conditions to the extent the failure will not, based on the advice of our tax counsel, jeopardize our tax status as a REIT. In addition, with respect to the limitation on the rental of personal property, we have not obtained appraisals of the real property and personal property leased to tenants. Accordingly, there can be no assurance that the IRS will not disagree with our determinations of the value of such property.

Income we receive that is attributable to the use of parking spaces at the properties will generally constitute rents from real property for purposes of the gross income tests if certain services we provide with respect to the parking spaces are performed by independent contractors from whom we derive no revenue, either directly or indirectly, or by a taxable REIT subsidiary, and certain other conditions are met. We believe that the income we receive that is attributable to parking spaces meets these tests and, accordingly, will constitute rents from real property for purposes of the gross income tests.

For purposes of the gross income tests, the term “interest” generally does not include any amount received or accrued, directly or indirectly, if the determination of all or some of the amount depends in any way on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage or percentages of receipts or sales. Interest income constitutes qualifying mortgage interest for purposes of the 75% gross income test to the extent that the underlying obligation is secured by a mortgage on real property. If we receive interest income with respect to a mortgage loan that is secured by both real property and personal property and the fair market value of the personal property does not exceed 15% of the total fair market value of all such property, then the interest income will be treated as qualifying mortgage interest for purposes of the 75% gross income test. If, however, the fair market value of the personal property exceeds 15% of the total fair market value of all of the real and personal property securing the mortgage loan, then the loan will not be treated as fully secured by real property, the interest income must be apportioned between the real property and the other property, and our income from the arrangement will qualify for purposes of the 75% gross income test only to the extent that the interest is allocable to the real property security. In this case, we would be required to apportion our annual interest income to the real property security based on a fraction, the numerator of which is the value of the real property securing the loan, determined when we commit to acquire the loan, and the denominator of which is the highest “principal amount” of the loan during the year. Even if a loan is not secured by real property or is undersecured, the income that it generates may nonetheless qualify for purposes of the 95% gross income test.

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From time to time, we may enter into hedging transactions with respect to one or more of our assets or liabilities. Our hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase these items, and futures and forward contracts. Income from a hedging transaction, including gain from the sale or disposition of such a transaction, that is clearly identified as a hedging transaction as specified in the Code, will not constitute gross income and thus will be exempt from the 75% and 95% gross income tests. The term “hedging transaction,” as used above, generally means any transaction we enter into in the normal course of our business primarily to manage risk of (1) interest rate changes or fluctuations with respect to borrowings made or to be made by us to acquire or carry real estate assets, (2) currency fluctuations with respect to an item of qualifying income under the 75% or 95% gross income test, or (3) new transactions entered into to hedge the income or loss from prior hedging transactions, where the property or indebtedness which was the subject of the prior hedging transaction was disposed of or extinguished. To the extent that we do not properly identify such transactions as hedges or we hedge with other types of financial instruments, the income from those transactions is not likely to be treated as qualifying income for purposes of the gross income tests. We intend to structure any hedging transactions in a manner that does not jeopardize our status as a REIT.

To the extent we receive dividends from a taxable REIT subsidiary, we generally will derive our allocable share of such dividend income through our interest in our operating partnership. Such dividend income will qualify under the 95%, but not the 75%, gross income test.

We will monitor the amount of our non-qualifying income and will take actions intended to keep such income within the limitations of the gross income tests. Although we expect these actions will be sufficient to prevent a violation of the gross income tests, we cannot guarantee that such actions will in all cases prevent such a violation.

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for the year if we are entitled to relief under certain provisions of the Code. We generally may make use of the relief provisions if:

	•	following our identification of the failure to meet the 75% or 95% gross income tests for any taxable year, we file a schedule with the IRS setting forth each item of our gross income for purposes of the 75% or 95% gross income tests for such taxable year in accordance with applicable Treasury regulations; and
	•	our failure to meet these tests was due to reasonable cause and not due to willful neglect.

It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. For example, if we fail to satisfy the gross income tests because non-qualifying income that we intentionally accrue or receive exceeds the limits on non-qualifying income, the IRS could conclude that our failure to satisfy the tests was not due to reasonable cause. If these relief provisions do not apply to a particular set of circumstances, we will not qualify as a REIT. As discussed above in “—Taxation of Our Company—General,” even if these relief provisions apply, and we retain our status as a REIT, a tax would be imposed with respect to our non-qualifying income. We may not always be able to comply with the gross income tests for REIT qualification despite periodic monitoring of our income.

Prohibited Transaction Income

Any gain that we realize on the sale of property held as inventory or otherwise held primarily for sale to customers in the ordinary course of business, including our share of any such gain realized by our operating partnership, either directly or through its subsidiary partnerships and limited liability companies, will be treated as income from a prohibited transaction that is subject to a 100% penalty tax, unless certain safe harbor exceptions apply. Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. Our operating partnership intends to hold its properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing and owning its properties and to make occasional sales of the properties as are consistent with our operating partnership’s investment objectives. We do not intend to enter into any sales that are prohibited transactions. However, the IRS may successfully contend that some or all of the sales made by our operating partnership or its subsidiary partnerships or limited liability companies are prohibited transactions. We would be required to pay the 100% penalty tax on our allocable share of the gains resulting from any such sales.

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Penalty Tax

Any redetermined rents, redetermined deductions, excess interest or redetermined TRS service income we generate will be subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of any services furnished to any of our tenants by a taxable REIT subsidiary of ours. Rents we receive will not constitute redetermined rents if they qualify for certain safe harbor provisions contained in the Code. Redetermined deductions and excess interest represent any amounts that are deducted by a taxable REIT subsidiary of ours for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations. Redetermined TRS service income means gross income of a taxable REIT subsidiary attributable to service provided to or on behalf of a REIT, to the extent that the taxable REIT subsidiary’s income should be increased to reflect arms’ length charges for such services.

If a taxable REIT subsidiary of ours provides services to our tenants, we intend to set the fees paid to any such taxable REIT subsidiary for such services at arm’s length rates, although the fees paid may not satisfy the safe-harbor provisions referenced above. These determinations are inherently factual, and the IRS has broad discretion to assert that amounts paid between related parties should be reallocated to clearly reflect their respective incomes. If the IRS successfully made such an assertion, we would be required to pay a 100% penalty tax on the excess of an arm’s length fee for tenant services over the amount actually paid.

Asset Tests

At the close of each calendar quarter of our taxable year, we must also satisfy five tests relating to the nature and diversification of our assets. First, at least 75% of the value of our total assets must be represented by:

	•	cash or cash items, including certain receivables;
	•	government securities;
	•	interests in real property, including leaseholds and options to acquire real property and leaseholds;
	•	interests in mortgage loans on real property or on interests in real property;
	•	interests in mortgage loans secured by both real property and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all such property;
	•	stock in other REITs;
	•	investments in stock or debt instruments during the one-year period following our receipt of new capital that we raise through equity offerings or offerings of debt with at least a five-year term;
	•	debt instruments of publicly offered REITs; and
	•	personal property leased in connection with a lease of real property for which the rent attributable to personal property is not greater than 15% of the total rent received under the lease.

Second, not more than 25% of the value of our total assets may be represented by securities (including securities of one or more taxable REIT subsidiaries), other than those securities includable in the 75% asset test.

Third, of the investments included in the 25% asset class, and except for investments in any other REITs, any qualified REIT subsidiaries and taxable REIT subsidiaries, the value of any one issuer’s securities may not exceed 5% of the value of our total assets, and we may not own more than 10% of the total voting power or value of the outstanding securities of any one issuer except, in the case of the 10% value test, securities satisfying the “straight debt” safe-harbor or securities issued by a partnership that itself would satisfy the 75% income test if it were a REIT. Certain types of securities we may own are disregarded as securities solely for purposes of the 10% value test, including, but not limited to, any loan to an individual or an estate, any obligation to pay rents from real property and any security issued by a REIT. In addition, solely for purposes of the 10% value test, the determination of our interest in the assets of a partnership or limited liability company in which we own an interest will be based on our proportionate interest in any securities issued by the partnership or limited liability company, excluding for this purpose certain securities described in the Code.

Fourth, not more than 25% (20% for taxable years beginning after December 31, 2017) of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries. Our operating partnership may own the stock of certain corporations that elect, together with us, to be treated as our taxable REIT subsidiaries. So long as each of these companies qualifies as a taxable REIT subsidiary, we will not be subject to the 5% asset test, the 10% voting securities limitation or the 10% value limitation with respect to our ownership of their stock. We intend that the aggregate value of our taxable REIT subsidiaries will not exceed 25% (20% for taxable years beginning after December 31, 2017) of the aggregate value of our gross assets. There can be no assurance that the IRS will not disagree with our determinations of value of such assets.

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Fifth, not more than 25% of the value of our total assets may be represented by debt instruments of publicly offered REITs to the extent those debt instruments would not be real estate assets but for the inclusion of debt instruments of publicly offered REITs in the meaning of real estate assets effective for taxable years beginning after December 31, 2015.

In the event that we invest in a mortgage loan that is not fully secured by real property, the mortgage loan will nonetheless be treated as a real estate asset for purposes of the 75% asset test as long as the fair market value of the personal property does not exceed 15% of the total fair market value of the real and personal property securing the mortgage loan. To the extent that the fair market value of the personal property securing the mortgage loan does not exceed 15% of the total fair market value of the real and personal property securing the mortgage loan, then only a portion of the mortgage loan may be treated as a real estate asset for purposes of the 75% asset test.

The asset tests must be satisfied at the close of each calendar quarter of our taxable year in which we (directly or through our operating partnership) acquire securities in the applicable issuer, and also at the close of each calendar quarter in which we increase our ownership of securities of such issuer (including as a result of increasing our interest in our operating partnership). For example, our indirect ownership of securities of each issuer will increase as a result of our capital contributions to our operating partnership or as limited partners exercise their redemption/exchange rights. After initially meeting the asset tests at the close of any quarter, we will not lose our status as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values. If we fail to satisfy an asset test because we acquire securities or other property during a quarter (including as a result of an increase in our interest in our operating partnership), we may cure this failure by disposing of sufficient non-qualifying assets within 30 days after the close of that quarter. We intend to maintain adequate records of the value of our assets to ensure compliance with the asset tests. If we fail to cure any noncompliance with the asset tests within the 30 day cure period, we would cease to qualify as a REIT unless we are eligible for certain relief provisions discussed below.

Certain relief provisions may be available to us if we discover a failure to satisfy the asset tests described above after the 30-day cure period. Under these provisions, we will be deemed to have met the 5% and 10% asset tests if the value of our non-qualifying assets (i) does not exceed the lesser of (a) 1% of the total value of our assets at the end of the applicable quarter or (b) $10,000,000, and (ii) we dispose of the non-qualifying assets or otherwise satisfy such tests within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) the period of time prescribed by Treasury regulations to be issued. For violations of any of the asset tests due to reasonable cause and not due to willful neglect and that are, in the case of the 5% and 10% asset tests, in excess of the de minimis exception described above, we may avoid disqualification as a REIT after the 30 day cure period by taking steps including (i) the disposition of sufficient non-qualifying assets, or the taking of other actions, which allow us to meet the asset tests within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) the period of time prescribed by Treasury regulations to be issued, (ii) paying a tax equal to the greater of (a) $50,000 or (b) the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets, and (iii) disclosing certain information to the IRS.

Although we intend to satisfy the asset tests described above and plan to take steps to ensure that we satisfy such tests for any quarter with respect to which retesting is to occur, there can be no assurance we will always be successful, or will not require a reduction in our operating partnership’s overall interest in an issuer (including in a taxable REIT subsidiary). If we fail to cure any non-compliance with the asset tests in a timely manner, and the relief provisions described above are not available, we would cease to qualify as a REIT.

Annual Distribution Requirements

To maintain our qualification as a REIT, we are required to distribute dividends, other than capital gain dividends, to our stockholders in an amount at least equal to the sum of:

	•	90% of our “REIT taxable income;” and
	•	90% of our after-tax net income, if any, from foreclosure property; minus
	•	the excess of the sum of certain items of non-cash income over 5% of our “REIT taxable income.”

For these purposes, our “REIT taxable income” is computed without regard to the dividends paid deduction and our net capital gain. In addition, for purposes of this test, non-cash income means income attributable to leveled stepped rents, original issue discount on purchase money debt, cancellation of indebtedness, or a like-kind exchange that is later determined to be taxable.

Also, our “REIT taxable income” will be reduced by any taxes we are required to pay on any gain we recognize from the disposition of any asset we acquired from a corporation which is or has been a C corporation in a transaction in which our basis in the asset is less than the fair market value of the asset, in each case determined at the time we acquired the asset, within the five-year period following our acquisition of such asset.

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We generally must pay, or be treated as paying, the distributions described above in the taxable year to which they relate. At our election, a distribution will be treated as paid in a taxable year if it is declared before we timely file our tax return for such year and paid on or before the first regular dividend payment after such declaration, provided such payment is made during the 12-month period following the close of such year. These distributions are treated as received by our stockholders in the year in which paid even though these distributions relate to the prior year for purposes of the 90% distribution requirement. In order to be taken into account for purposes of our distribution requirement, unless we qualify as a “publicly offered REIT,” the amount distributed must not be preferential—i.e., every stockholder of the class of stock to which a distribution is made must be treated the same as every other stockholder of that class, and no class of stock may be treated other than according to its dividend rights as a class. We believe that we are, and expect we will continue to be, a “publicly offered REIT.” To the extent that we do not distribute all of our net capital gain, or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be required to pay tax on the undistributed amount at regular corporate tax rates. We intend to make timely distributions sufficient to satisfy these annual distribution requirements and to minimize our corporate tax obligations. In this regard, the partnership agreement of our operating partnership authorizes us, as general partner of our operating partnership, to take such steps as may be necessary to cause our operating partnership to distribute to its partners an amount sufficient to permit us to meet these distribution requirements and to minimize our corporate tax obligation.

We expect that our REIT taxable income will be less than our cash flow because of depreciation and other non-cash charges included in computing REIT taxable income. Accordingly, we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the distribution requirements described above. However, from time to time, we may not have sufficient cash or other liquid assets to meet these distribution requirements due to timing differences between the actual receipt of income and actual payment of deductible expenses, and the inclusion of income and deduction of expenses in determining our taxable income. In addition, we may decide to retain our cash, rather than distribute it, in order to repay debt or for other reasons. In these cases, we may borrow funds to pay dividends or pay dividends through the distribution of other property in order to meet the distribution requirements while preserving our cash.

Under certain circumstances, we may be able to rectify an inadvertent failure to meet the 90% distribution requirement for a year by paying “deficiency dividends” to our stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends, subject to the 4% excise tax described below. However, we will be required to pay interest to the IRS based upon the amount of any deduction claimed for deficiency dividends. While the payment of a deficiency dividend will apply to a prior year for purposes of our REIT distribution requirements, it will be treated as an additional distribution to our stockholders in the year such dividend is paid.

Furthermore, we will be required to pay a 4% excise tax to the extent we fail to distribute during each calendar year at least the sum of 85% of our ordinary income for such year, 95% of our capital gain net income for the year and any undistributed taxable income from prior periods. Any ordinary income and net capital gain on which this excise tax is imposed for any year is treated as an amount distributed during that year for purposes of calculating such tax.

For purposes of the 90% distribution requirement and excise tax described above, dividends declared during the last three months of the taxable year, payable to stockholders of record on a specified date during such period and paid during January of the following year, will be treated as paid by us and received by our stockholders on December 31 of the year in which they are declared.

In addition, in order to qualify as a REIT, we may not have, at the end of any taxable year, any undistributed earnings and profits accumulated in any non-REIT taxable year. Any earnings and profits we accumulated before the effective date of our REIT election were distributed to stockholders of record before the end of the first taxable year for which we elected REIT status.

Like-Kind Exchanges

We may dispose of properties in transactions intended to qualify as like-kind exchanges under the Code. Such like-kind exchanges are intended to result in the deferral of gain for U.S. federal income tax purposes. The failure of any such transaction to qualify as a like-kind exchange could subject us to U.S. federal income tax, possibly including the 100% prohibited transaction tax, depending on the facts and circumstances surrounding the particular transaction.

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Failure To Qualify

If we discover a violation of a provision of the Code that would result in our failure to qualify as a REIT, specified cure provisions may be available to us. Except with respect to violations of the gross income tests and asset tests (for which the cure provisions are described above), and provided the violation is due to reasonable cause and not due to willful neglect, these cure provisions generally impose a $50,000 penalty for each violation in lieu of a loss of REIT status. If we fail to satisfy the requirements for taxation as a REIT in any taxable year, and the relief provisions do not apply, we will be required to pay tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible by us, and we will not be required to distribute any amounts to our stockholders. As a result, we anticipate that our failure to qualify as a REIT would reduce the cash available for distribution by us to our stockholders. In addition, if we fail to qualify as a REIT, all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. In this event, corporate distributees may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax rates on qualified dividend income. Unless entitled to relief under specific statutory provisions, we will also be ineligible to elect to be treated as a REIT for the four taxable years following the year for which we lost our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.

Tax Aspects of Our Operating Partnership, the Subsidiary Partnerships and the Limited Liability Companies

General

All of our investments will be held indirectly through our operating partnership. In addition, our operating partnership will hold certain of its investments indirectly through subsidiary partnerships and limited liability companies which we expect will be treated as partnerships or disregarded entities for U.S. federal income tax purposes. In general, entities that are treated as partnerships or disregarded entities for U.S. federal income tax purposes are “pass-through” entities which are not required to pay U.S. federal income tax. Rather, partners or members of such entities are allocated their shares of the items of income, gain, loss, deduction and credit of the partnership or limited liability company, and are potentially required to pay tax on this income, without regard to whether they receive a distribution from the partnership or limited liability company. We will include in our income our share of these partnership and limited liability company items for purposes of the various gross income tests, the computation of our REIT taxable income, and the REIT distribution requirements. Moreover, for purposes of the asset tests, we will include our pro rata share of assets held by our operating partnership, including its share of its subsidiary partnerships and limited liability companies, based on our capital interests in each such entity. See “—Taxation of Our Company—General.”

Entity Classification

Our interests in our operating partnership and the subsidiary partnerships and limited liability companies involve special tax considerations, including the possibility that the IRS might challenge the status of these entities as partnerships or disregarded entities. For example, an entity that would otherwise be classified as a partnership for U.S. federal income tax purposes may nonetheless be taxable as a corporation if it is a “publicly traded partnership” and certain other requirements are met. A partnership or limited liability company would be treated as a publicly traded partnership if its interests are traded on an established securities market or are readily tradable on a secondary market or a substantial equivalent thereof, within the meaning of applicable Treasury regulations. Interests in a partnership are not treated as readily tradable on a secondary market, or the substantial equivalent thereof, if all interests in the partnership were issued in one or more transactions that were not required to be registered under the Securities Act, and the partnership does not have more than 100 partners at any time during the taxable year of the partnership, taking into account certain ownership attribution and anti-avoidance rules (the “100 Partner Safe Harbor”). Our operating partnership is currently disregarded from us for U.S. federal income tax purposes and will not be subject to these rules. However, in the event our operating partnership admits additional partners, then our operating partnership will become a partnership subject to these rules and may not qualify for the 100 Partner Safe Harbor. However, interests in our operating partnership will nonetheless be viewed as not readily tradable on a secondary market or the substantial equivalent thereof if the sum of the percentage interests in capital or profits of our operating partnership transferred during any taxable year of our operating partnership does not exceed 2% of the total interests in our operating partnership’s capital or profits, subject to certain exceptions. For purpose of this 2% trading safe harbor, our interests in our operating partnership are excluded from the determination of the percentage interests in capital or profits of our operating partnership. In addition, this 2% trading safe harbor does not apply to transfers by a limited partner in one or more transactions during any 30-day period representing in the aggregate more than 2% of the total interests in our operating partnership’s capital or profits. We, as general partner of our operating partnership, have the authority to take any steps we determine necessary to prevent any trading of interests in our operating partnership that would cause our operating partnership to become a publicly traded partnership, including any steps necessary to ensure compliance with this 2% trading safe harbor.

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We believe our operating partnership and each of our other partnerships and limited liability companies will be classified as partnerships or disregarded entities for U.S. federal income tax purposes, and we do not anticipate that our operating partnership or any subsidiary partnership or limited liability company will be treated as a publicly traded partnership that is taxable as a corporation. However, if our operating partnership is treated as a partnership for U.S. federal income tax purposes, it does not qualify for the 100 Partner Safe Harbor, and certain other safe harbor provisions of applicable Treasury regulations are not available, our operating partnership could be classified as a publicly traded partnership.

If our operating partnership or any of our other partnerships or limited liability companies were to be treated as a publicly traded partnership, it would be taxable as a corporation unless it qualified for the statutory “90% qualifying income exception.” Under that exception, a publicly traded partnership is not subject to corporate-level tax if 90% or more of its gross income consists of dividends, interest, “rents from real property” (as that term is defined for purposes of the rules applicable to REITs, with certain modifications), gain from the sale or other disposition of real property, and certain other types of qualifying income. However, if any such entity did not qualify for this exception or was otherwise taxable as a corporation, it would be required to pay an entity-level tax on its income. In this situation, the character of our assets and items of gross income would change and could prevent us from satisfying the REIT asset tests and possibly the REIT income tests. See “—Taxation of Our Company—Asset Tests” and “—Taxation of Our Company—Income Tests.” This, in turn, could prevent us from qualifying as a REIT. See “—Taxation of Our Company—Failure to Qualify” for a discussion of the effect of our failure to meet these tests. In addition, a change in the tax status of our operating partnership or a subsidiary partnership or limited liability company might be treated as a taxable event. If so, we might incur a tax liability without any related cash payment.

Allocations of Income, Gain, Loss and Deduction

A partnership agreement will generally determine the allocation of income and loss among partners. These allocations, however, will be disregarded for tax purposes if they do not comply with the provisions of Section 704(b) of the Code and the Treasury regulations thereunder. Generally, Section 704(b) of the Code and the Treasury regulations thereunder require that partnership allocations respect the economic arrangement of the partners. If an allocation of partnership income or loss does not comply with the requirements of Section 704(b) of the Code and the Treasury regulations thereunder, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership. This reallocation will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. Our operating partnership’s allocations of taxable income and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury regulations thereunder.

Tax Allocations With Respect to the Properties

Under Section 704(c) of the Code, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership, must be allocated in a manner so that the contributing partner is charged with the unrealized gain or benefits from the unrealized loss associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss generally is equal to the difference between the fair market value or book value and the adjusted tax basis of the contributed property at the time of contribution, as adjusted from time to time. These allocations are solely for U.S. federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners. Treasury regulations issued under Section 704(c) of the Code provide partnerships with a choice of several methods of accounting for book-tax differences.

Basis in Partnership Interest

Our adjusted tax basis in any partnership interest we own generally will be:

	•	the amount of cash and the basis of any other property we contribute to the partnership;
	•	increased by our distributive share of the partnership’s income (including tax-exempt income) and any increase in our allocable share of indebtedness of the partnership; and
	•	reduced, but not below zero, by our distributive share of the partnership’s loss (including any non-deductible items), the amount of cash and the basis of property distributed to us, and any reduction in our allocable share of indebtedness of the partnership.

Loss allocated to us in excess of our basis in a partnership interest will not be taken into account for U.S. federal income tax purposes until we again have basis sufficient to absorb the loss. A reduction of our allocable share of partnership indebtedness will be treated as a constructive cash distribution to us, and will reduce our adjusted tax basis in the partnership interest. Distributions, including constructive distributions, in excess of the basis of our partnership interest will constitute taxable income to us. Such distributions and constructive distributions normally will be characterized as long-term capital gain.

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Sale of a Partnership’s Property

Generally, any gain realized by a partnership on the sale of property held for more than one year will be long-term capital gain, except for any portion of the gain treated as depreciation or cost recovery recapture. Our share of any partnership’s gain from the sale of inventory or other property held primarily for sale to customers in the ordinary course of the partnership’s trade or business will be treated as income from a prohibited transaction subject to a 100% tax. See “—Taxation of Our Company—Income Tests.”

Partnership Audit Rules

The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the new rules (which are generally effective for taxable years beginning after December 31, 2017), among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto are assessed and collected, at the partnership level. Although it is uncertain how these new rules will be implemented, it is possible that they could result in partnerships (including our operating partnership) in which we directly or indirect invest being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. The changes created by these new rules are sweeping and in many respects dependent on the promulgation of future regulations or other guidance by the U.S. Treasury. Investors are urged to consult their tax advisors with respect to these changes and their potential impact on their investment in our common stock.

U.S. Federal Income Tax Considerations for Holders of Our Common Stock

The following summary describes the material U.S. federal income tax considerations to you of purchasing, owning and disposing of our common stock. This summary assumes you hold shares of our common stock as a “capital asset” (generally, property held for investment within the meaning of Section 1221 of the Code). It does not address all the tax consequences that may be relevant to you in light of your particular circumstances. In addition, this discussion does not address the tax consequences relevant to persons who receive special treatment under the U.S. federal income tax law, except where specifically noted. Holders receiving special treatment include, without limitation:

	•	financial institutions, banks and thrifts;
	•	insurance companies;
	•	tax exempt entities (except to the extent discussed in “—Taxation of Tax-Exempt Holders of our Common Stock”;
	•	“S” corporations;
	•	traders in securities that elect to mark to market;
	•	partnerships, pass-through entities and persons holding our common stock through a partnership or other pass-through entity;
	•	holders subject to the alternative minimum tax;
	•	regulated investment companies and REITs;
	•	non-U.S. corporations or partnerships, and persons who are not residents or citizens of the United States;
	•	broker-dealers or dealers in securities or currencies;
	•	U.S. expatriates;
	•	persons holding our common stock as part of a hedge, straddle, conversion, integrated or other risk reduction or constructive sale transaction;
	•	U.S. persons whose functional currency is not the U.S. dollar; or
	•	persons who receive our common stock through the exercise of employee stock options or otherwise as compensation.

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If you are considering purchasing our common stock, you should consult your tax advisors concerning the application of U.S. federal income tax laws to your particular situation as well as any consequences of the purchase, ownership and disposition of our common stock arising under the laws of any state, local or non-U.S. taxing jurisdiction.

When we use the term “U.S. holder,” we mean a holder of shares of our common stock who, for U.S. federal income tax purposes, is:

	•	an individual who is a citizen or resident of the United States;
	•	a corporation or partnership, including an entity treated as a corporation or partnership for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any state thereof or in the District of Columbia unless, in the case of a partnership, Treasury regulations provide otherwise;
	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	a trust, if (A) a court within the United States is able to exercise primary supervision over its administration, and one or more U. S. persons, for U.S. federal income tax purposes, have the authority to control all of its substantial decisions, or (2) it has a valid election in place to be treated as a U.S. person.

If you hold shares of our common stock and are not a U.S. holder, a partnership or an entity classified as a partnership for U.S. federal income tax purposes, you are a “non-U.S. holder.”

If a partnership or other entity treated as a partnership for U.S. federal income tax purposes holds shares of our common stock, the tax treatment of a partner generally will depend on the status of the partner and on the activities of the partnership. Partners of partnerships holding shares of our common stock are encouraged to consult their tax advisors.

Taxation of Taxable U.S. Holders of our Common Stock

Distributions Generally

Distributions out of our current or accumulated earnings and profits will be treated as dividends and, other than with respect to capital gain dividends and certain amounts which have previously been subject to corporate level tax, as discussed below, will be taxable to our taxable U.S. holders as ordinary income when actually or constructively received. See “—Tax Rates” below. As long as we qualify as a REIT, these distributions will not be eligible for the dividends-received deduction in the case of U.S. holders that are corporations, nor, except to the extent provided in “—Tax Rates” below, the preferential rates on qualified dividend income applicable to non-corporate U.S. holders, including individuals. For purposes of determining whether distributions to holders of our stock are out of current or accumulated earnings and profits, our earnings and profits will be allocated first to our outstanding preferred stock and then to our outstanding common stock.

To the extent that we make distributions on our common stock in excess of our current and accumulated earnings and profits allocable to such stock, these distributions will be treated first as a tax-free return of capital to a U.S. holder. This treatment will reduce the U.S. holder’s adjusted tax basis in such shares of stock by the amount of the distribution, but not below zero. Distributions in excess of our current and accumulated earnings and profits and in excess of a U.S. holder’s adjusted tax basis in its shares will be taxable as capital gain. Such gain will be taxable as long-term capital gain if the shares have been held for more than one year. Dividends we declare in October, November, or December of any year and which are payable to a holder of record on a specified date in any of these months will be treated as both paid by us and received by the holder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following year.

Capital Gain Dividends

Dividends that we properly designate as capital gain dividends will be taxable to our taxable U.S. holders as a gain from the sale or disposition of a capital asset held for more than one year, to the extent that such gain does not exceed our actual net capital gain for the taxable year and, for taxable years beginning after December 31, 2015, may not exceed our dividends paid for the taxable year, including dividends paid the following year that are treated as paid in the current year. U.S. holders that are corporations may, however, be required to treat up to 20% of certain capital gain dividends as ordinary income. If we properly designate any portion of a dividend as a capital gain dividend then, except as otherwise required by law, we presently intend to allocate a portion of the total capital gain dividends paid or made available to holders of all classes of our capital stock for the year to the holders of each class of our capital stock in proportion to the amount that our total dividends, as determined for U.S. federal income tax purposes, paid or made available to the holders of each such class of our capital stock for the year bears to the total dividends, as determined for U.S. federal income tax purposes, paid or made available to holders of all classes of our capital stock for the year. In addition, except as otherwise required by law, we will make a similar allocation with respect to any undistributed long term capital gains which are to be included in our stockholders’ long term capital gains, based on the allocation of the capital gains amount which would have resulted if those undistributed long term capital gains had been distributed as “capital gain dividends” by us to our stockholders.

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Retention of Net Capital Gains

We may elect to retain, rather than distribute as a capital gain dividend, all or a portion of our net capital gains. If we make this election, we would pay tax on our retained net capital gains. In addition, to the extent we so elect, a U.S. holder generally would:

	•	include its pro rata share of our undistributed net capital gains in computing its long-term capital gains in its return for its taxable year in which the last day of our taxable year falls, subject to certain limitations as to the amount that is includable;
	•	be deemed to have paid its share of the capital gains tax imposed on us on the designated amounts included in the U.S. holder’s income as long-term capital gain;
	•	receive a credit or refund for the amount of tax deemed paid by it;
	•	increase the adjusted basis of its stock by the difference between the amount of includable gains and the tax deemed to have been paid by it; and
	•	in the case of a U.S. holder that is a corporation, appropriately adjust its earnings and profits for the retained capital gains in accordance with Treasury regulations to be promulgated by the IRS.

Net Operating Losses

Holders may not include in their individual income tax returns any of our net operating or capital losses. Instead these losses are generally carried over by us for potential offset against our future income.

Passive Activity Losses and Investment Interest Limitations

Distributions we make and gain arising from the sale or exchange by a U.S. holder of our common stock will not be treated as passive activity income. As a result, U.S. holders generally will not be able to apply any “passive losses” against this income or gain. A U.S. holder may elect to treat capital gain dividends, capital gains from the disposition of our common stock and income designated as qualified dividend income, as investment income for purposes of computing the investment interest limitation, but in such case, the holder will be taxed at ordinary income rates on such amount. Other distributions made by our company, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation.

Dispositions of Our Common Stock

A U.S. holder that sells or disposes of shares of common stock will recognize gain or loss for federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition and the holder’s adjusted basis in the shares of common stock for tax purposes. Except as provided below, this gain or loss will be long-term capital gain or loss if the holder has held such common stock for more than one year. However, if a U.S. holder recognizes loss upon the sale or other disposition of common stock that it has held for six months or less, after applying certain holding period rules, the loss recognized will be treated as a long-term capital loss to the extent the U.S. holder received distributions from us which were required to be treated as long-term capital gains.

Redemption or Repurchase by Us

(i)

is “substantially disproportionate” with respect to the U.S. stockholder;

(ii)

results in a “complete termination” of the U.S. stockholder’s stock interest in us; or

(iii)

is “not essentially equivalent to a dividend” with respect to the U.S. stockholder,

all within the meaning of Section 302(b) of the Code.

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In determining whether any of these tests has been met, shares of our capital stock, including common stock and other equity interests in us, considered to be owned by the U.S. stockholder by reason of certain constructive ownership rules set forth in the Code, as well as shares of our capital stock actually owned by the U.S. stockholder, must generally be taken into account. Because the determination as to whether any of the alternative tests of Section 302(b) of the Code will be satisfied with respect to the U.S. stockholder depends upon the facts and circumstances at the time that the determination must be made, U.S. stockholders are advised to consult their tax advisors to determine such tax treatment.

If a redemption or repurchase of shares of our common stock is treated as a distribution taxable as a dividend, the amount of the distribution will be measured by the amount of cash and the fair market value of any property received. A U.S. stockholder’s adjusted basis in the redeemed or repurchased shares of the stock for tax purposes generally will be transferred to its remaining shares of our common stock, if any. If a U.S. stockholder owns no other shares of our capital stock, under certain circumstances, such basis may be transferred to a related person or it may be lost entirely. Proposed Treasury regulations issued in 2009, if enacted in their current form, would affect the basis recovery rules described above. It is not clear whether these proposed regulations will be enacted in their current form or at all. Prospective investors should consult their tax advisors regarding the federal income tax consequences of a redemption or repurchase of our common stock.

If a redemption or repurchase of shares of our common stock is not treated as a distribution taxable as a dividend, it will be treated as a taxable sale or exchange in the manner described under “—Dispositions of Our Common Stock.”

Foreign Accounts

Certain payments made to “foreign financial institutions” in respect of accounts of U.S. holders at such financial institutions may be subject to withholding at a rate of 30%. U.S. holders should consult their tax advisors regarding the effect, if any, of this withholding provision on their ownership and disposition of our common stock and the effective date of such provision. See “—Foreign Accounts.”

Information Reporting and Backup Withholding

We are required to report to our U.S. holders and the IRS the amount of dividends paid during each calendar year, and the amount of any tax withheld. Under the backup withholding rules, a U.S. holder may be subject to backup withholding with respect to dividends paid unless the U.S. holder is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact, or provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. A U.S. holder that does not provide us with its correct taxpayer identification number may also be subject to penalties imposed by the IRS. Backup withholding is not an additional tax. Any amount paid as backup withholding will be creditable against the U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. In addition, we may be required to withhold a portion of capital gain distributions to any holders who fail to certify their non-foreign status. See “—Taxation of Non-U.S. Holders of our Common Stock.”

Taxation of Tax-Exempt Holders of Our Common Stock

Dividend income from us and gain arising upon a sale of our shares of common stock generally will not be unrelated business taxable income to a tax-exempt holder, except as described below. This income or gain will be unrelated business taxable income, however, if a tax-exempt holder holds its shares as “debt-financed property” within the meaning of the Code. Generally, “debt-financed property” is property the acquisition or holding of which was financed through a borrowing by the tax-exempt holder.

For tax-exempt holders which are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, or qualified group legal services plans exempt from U.S. federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) or (c)(20) of the Code, respectively, income from an investment in our shares will constitute unrelated business taxable income unless the organization is able to properly claim a deduction for amounts set aside or placed in reserve for specific purposes so as to offset the income generated by its investment in our shares. These prospective investors should consult their tax advisors concerning these “set aside” and reserve requirements.

Notwithstanding the above, however, a portion of the dividends paid by a “pension-held REIT’ may be treated as unrelated business taxable income as to certain trusts that hold more than 10%, by value, of the interests in the REIT. A REIT will not be a “pension-held REIT” if it is able to satisfy the “not closely held” requirement without relying on the “look-through” exception with respect to certain trusts or if such REIT is not “predominantly held” by “qualified trusts.” As a result of restrictions on the transfer and ownership of our stock contained in our charter, we do not expect to be classified as a “pension-held REIT,” and as a result, the tax treatment described above should be inapplicable to our holders. However, because our stock is publicly traded, we cannot guarantee that this will always be the case.

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Taxation of Non-U.S. Holders of Our Common Stock

The following discussion addresses the rules governing U.S. federal income taxation of the purchase, ownership and disposition of our common stock by non-U.S. holders. These rules are complex, and no attempt is made herein to provide more than a brief summary of such rules. Accordingly, the discussion does not address all aspects of U.S. federal income taxation and does not address state, local or non-U.S. tax consequences that may be relevant to a non-U.S. holder in light of its particular circumstances. We urge non-U.S. holders to consult their tax advisors to determine the impact of federal, state, local and non-U.S. income tax laws on the purchase, ownership, and disposition of shares of our common stock, including any reporting requirements.

Distributions Generally

Distributions that are neither attributable to gain from sales or exchanges by us of U.S. real property interests, or “USRPIs,” nor designated by us as capital gain dividends (except as described below) will be treated as dividends of ordinary income to the extent that they are made out of our current or accumulated earnings and profits. Such distributions ordinarily will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, unless the distributions are treated as effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business (through a U.S. permanent establishment, where applicable). Under certain treaties, however, lower withholding rates generally applicable to dividends do not apply to dividends from a REIT. If such a distribution is treated as effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business, the non-U.S. holder generally will be subject to federal income tax on the distribution at graduated rates, in the same manner as U.S. holders are taxed on distributions, and also may be subject to the 30% branch profits tax in the case of a corporate non-U.S. holder.

Except as otherwise provided below, we expect to withhold U.S. federal income tax at the rate of 30% on any distributions made to a non-U.S. holder unless:

a lower treaty rate applies and the non-U.S. holder files with us an IRS Form W-8BEN (or Form W-8BEN-E, as applicable) evidencing eligibility for that reduced treaty rate; or

the non-U.S. holder files an IRS Form W-8ECI with us claiming that the distribution is income effectively connected with the non-U.S. holder’s trade or business.

Distributions in excess of our current and accumulated earnings and profits will not be taxable to a non-U.S. holder to the extent that such distributions do not exceed the adjusted basis of the holder’s common stock, but rather will reduce the adjusted basis of such stock. To the extent that such distributions exceed the non-U.S. holder’s adjusted basis in such common stock, they will give rise to gain from the sale or exchange of such stock, the tax treatment of which is described below. Under FIRPTA (discussed below), we may be required to withhold 15% of the portion of any distribution that exceeds our current and accumulated earnings and profits. That being said, for withholding purposes, we expect to treat all distributions as made out of our current or accumulated earnings and profits. However, amounts withheld should generally be refundable if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits, provided that certain conditions are met.

Capital Gain Dividends and Distributions Attributable to a Sale or Exchange of USRPIs

Distributions to a non-U.S. holder that we properly designate as capital gain dividends, other than those arising from the disposition of USRPI, generally should not be subject to U.S. federal income taxation, unless:

the investment in our stock is treated as effectively connected with the non-U.S. holder’s U.S. trade or business (through a U.S. permanent establishment, where applicable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a non-U.S. corporation may also be subject to the 30% branch profits tax or such lower rate as may be specified by an applicable income tax treaty, as discussed above; or

the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to U.S. federal income tax at a rate of 30% on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of such non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

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Pursuant to the Foreign Investment in Real Property Tax Act of 1980, which is referred to as “FIRPTA,” distributions to a non-U.S. holder that are attributable to gain from sales or exchanges by us of USRPI, whether or not designated as capital gain dividends, will cause the non-U.S. holder to be treated as recognizing such gain as income effectively connected with a U.S. trade or business. Non-U.S. holders would generally be taxed at the same rates applicable to U.S. holders, subject to any applicable alternative minimum tax, and any non-U.S. holder that is a foreign corporation may also be subject to the 30% branch profits tax or such lower rate as may be specified by an applicable income tax treaty. We also will be required to withhold and to remit to the IRS 35% (or 20% to the extent provided in Treasury regulations) of any distribution to non-U.S. holders attributable to gain from sales or exchanges by us of USRPIs. The amount withheld is creditable against the non-U.S. holder’s U.S. federal income tax liability. However, any distribution with respect to any class of stock which is “regularly traded” on an established securities market located in the U.S. is not subject to FIRPTA, and therefore, not subject to the 35% U.S. withholding tax described above, if the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution. Instead, such distributions generally will be treated as ordinary dividend distributions and subject to withholding in the manner described above with respect to ordinary dividends. In addition, distributions to certain non-U.S. publicly traded holders of our common stock that meet certain record-keeping and other requirements (“qualified stockholders”) are exempt from FIRPTA, except to the extent owners of such qualified holders that are not also qualified holders own, actually or constructively, more than 10% of our capital stock. Furthermore, distributions to “qualified foreign pension funds” or entities all of the interests of which are held by “qualified foreign pension funds” are exempt from FIRPTA. Non-U.S. holders of our common stock should consult their tax advisors regarding the application of these rules.

Retention of Net Capital Gains

Although the law is not clear on the matter, it appears that amounts designated by us as retained net capital gains in respect of the stock held by U.S. holders generally should be treated with respect to non-U.S. holders in the same manner as actual distributions of capital gain dividends. Under this approach, the non-U.S. holders would be able to offset as a credit against their U.S. federal income tax liability resulting from their proportionate share of the tax paid by us on such retained net capital gains and to receive from the IRS a refund to the extent their proportionate share of such tax paid by us exceeds their actual U.S. federal income tax liability, provided the non-U.S. holder furnishes required information to the IRS on a timely basis. If we designate any portion of our net capital gain as retained net capital gain, a non-U.S. stockholder should consult its tax advisor regarding the taxation of such retained net capital gain.

Sale of Our Common Stock

Except as described below, gain recognized by a non-U.S. holder upon the sale, exchange or other taxable disposition of our common stock generally will not be subject to U.S. taxation unless such stock constitutes a URSPI. In general, stock of a domestic corporation that constitutes a “U.S. real property holding corporation,” or USRPHC, will constitute a USRPI. We believe that we are a USRPHC. Our common stock will not, however, constitute a USRPI so long as we are a “domestically controlled qualified investment entity.” A “domestically controlled qualified investment entity” includes a REIT in which at all times during a specified testing period less than 50% in value of its stock is held directly or indirectly by non-U.S. holders, subject to certain rules. For purposes of determining whether a REIT is a “domestically controlled qualified investment entity,” a person who at all applicable times holds less than 5% of a class of stock that is “regularly traded” is treated as a U.S. person unless the REIT has actual knowledge that such person is not a U.S. person. We believe, but cannot guarantee, that we are a “domestically controlled qualified investment entity.” Because our stock is (and, we anticipate, will continue to be) publicly traded, no assurance can be given that we will continue to be a “domestically controlled qualified investment entity.”

Notwithstanding the foregoing, gain from the sale, exchange or other taxable disposition of our common stock not otherwise subject to FIRPTA will be taxable to a non-U.S. holder if either (a) the investment in our common stock is treated as effectively connected with the non-U.S. holder’s U.S. trade or business (through a U.S. permanent establishment, where applicable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a foreign corporation may also be subject to the 30% branch profits tax or such lower rate as may be specified by an applicable income tax treaty, or (b) the non-U.S. holder is a nonresident alien individual who is present in the U.S. for 183 days or more during the taxable year and certain other conditions are met, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s capital gains (reduced by certain capital losses). In addition, even if we are a domestically controlled qualified investment entity, upon disposition of our common stock, a non-U.S. holder may be treated as having gain from the sale or other taxable disposition of a USRPI if the non-U.S. holder (1) disposes of our common stock within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI and (2) acquires, or enters into a contract or option to acquire, or is deemed to acquire, other shares of that stock during the 61-day period beginning with the first day of the 30-day period described in clause (1). The preceding sentence shall not apply to a non-U.S. holder if the non-U.S. holder did not own more than 5% of the stock at any time during the one-year period ending on the date of the distribution described in clause (1) of the preceding sentence and the class of stock as “regularly traded,” as defined by applicable Treasury regulations.

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Even if we do not qualify as a “domestically controlled qualified investment entity” at the time a non-U.S. holder sells our common stock, gain arising from the sale or other taxable disposition by a non-U.S. holder of such common stock would not be subject to U.S. taxation under FIRPTA as a sale of a USRPI if:

such class of common stock is “regularly traded,” as defined by applicable Treasury regulations, on an established securities market such as the NYSE; and

such non-U.S. holder owned, actually and constructively, 10% or less of such class of common stock throughout the shorter of the five-year period ending on the date of the sale or exchange or the non-U.S. holder’s holding period.

In addition, dispositions of our common stock by qualified stockholders are exempt from FIRPTA, except to the extent owners of such qualified stockholders that are not also qualified stockholders own, actually or constructively, more than 10% of our common stock. An actual or deemed disposition of our common stock by such stockholders may also be treated as a dividend. Furthermore, dispositions of our common stock by “qualified foreign pension funds” or entities all of the interests of which are held by “qualified foreign pension funds” are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.

If gain on the sale, exchange or other taxable disposition of our common stock were subject to taxation under FIRPTA, the non-U.S. holder would be required to file a U.S. federal income tax return and would be subject to regular U.S. federal income tax with respect to such gain in the same manner as a taxable U.S. holder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). In addition, if the sale, exchange or other taxable disposition of our common stock were subject to taxation under FIRPTA, and if shares of the applicable class of our common stock were not “regularly traded” on an established securities market, the purchaser of such common stock would be required to withhold and remit to the IRS 15% of the purchase price.

Redemption or Repurchase by Us

A redemption or repurchase of shares of our common stock will be treated under Section 302 of the Code as a distribution (and taxable as a dividend to the extent of our current and accumulated earnings and profits) unless the redemption or repurchase satisfies one of the tests set forth in Section 302(b) of the Code and is therefore treated as a sale or exchange of the redeemed or repurchased shares. See “—Taxation of Taxable U.S. Holders of Our Common Stock—Redemption or Repurchase by Us.” If the redemption or repurchase of shares is treated as a distribution, the amount of the distribution will be measured by the amount of cash and the fair market value of any property received. See “—Taxation of Non-U.S. Holders of Our Common Stock—Distributions Generally.” If the redemption or repurchase of shares is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described under “—Taxation of Non-U.S. Holders of Our Common Stock—Sale of Our Common Stock.”

Information Reporting Requirements and Backup Withholding

We will report to our stockholders and to the IRS the amount of distributions we pay during each calendar year and the amount of tax we withhold, if any. Under the backup withholding rules, a holder of our common stock may be subject to backup withholding (at a rate of 28%) with respect to distributions unless the holder:

is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or

provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules.

A holder who does not provide us with its correct taxpayer identification number also may be subject to penalties imposed by the Internal Revenue Service. Any amount paid as backup withholding generally may be claimed as a credit against the holder’s income tax liability. In addition, we may be required to withhold a portion of capital gain distributions to any holders who fail to certify their non-foreign status to us.

Backup withholding will generally not apply to payments of dividends made by us or our paying agents, in their capacities as such, to a non-U.S. holder provided that the non-U.S. holder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as providing a valid IRS Form W-8BEN or W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient. Payments of the proceeds from a disposition or a redemption that occurs outside the U.S. by a non-U.S. holder made by or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, information reporting (but not backup withholding) generally will apply to such a payment if the broker has certain connections with the U.S. unless the broker has documentary evidence in its records that the beneficial owner is a non-U.S. holder and specified conditions are met or an exemption is otherwise established. Payment of the proceeds from a disposition by a non-U.S. holder of common stock made by or through the U.S. office of a broker is generally subject to information reporting and backup withholding unless the non-U.S. holder certifies under penalties of perjury that it is not a U.S. person and satisfies certain other requirements, or otherwise establishes an exemption from information reporting and backup withholding.

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Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the holder’s U.S. federal income tax liability if certain required information is furnished to the IRS. Holders of our common stock should consult their own tax advisers regarding application of backup withholding to them and the availability of, and procedure for obtaining an exemption from, backup withholding.

Tax Rates

The maximum tax rate for non-corporate taxpayers for long-term capital gains, including certain “capital gain dividends,” is generally 20% (although depending on the characteristics of the assets which produced these gains and on designations which we may make, certain capital gain dividends may be taxed at a 25% rate). Capital gain dividends will only be eligible for the rates described above to the extent they are properly designated by us as “capital gain dividends.” In general, dividends payable by a REIT that are not “capital gains dividends” are subject to tax at the tax rates applicable to ordinary income. Dividends that a REIT properly designates as “qualified dividend income,” however, are subject to a maximum tax rate of 20% in the case of non-corporate taxpayers. In general, dividends payable by a REIT are only eligible to be taxed as qualified dividend income to the extent that the taxpayer satisfies certain holding requirements with respect to the REIT’s stock and the REIT’s dividends are attributable to dividends received by the REIT from certain taxable corporations (such as its taxable REIT subsidiaries) or to income that was subject to tax at the corporate/REIT level (for example, if the REIT distributed taxable income that it retained and paid tax on in the prior taxable year). In addition, certain U.S. stockholders that are individuals, estates or trusts are required to pay an additional 3.8% Medicare tax on, among other things, dividends and capital gains from the sale or other disposition of stock. Prospective investors should consult their tax advisors regarding the tax rates applicable to them in light of their particular circumstances.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities (including payments to U.S. holders who hold shares of our common stock through such a foreign financial institution or non-U.S. entity). Specifically, a 30% withholding tax may be imposed on dividends on our common stock, interest on our debt securities, or gross proceeds from the sale or other disposition of our common stock or debt securities, in each case paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury under which it undertakes, among other things, to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock or interest on our debt securities, and will apply to payments of gross proceeds from the sale or other disposition of such stock or debt securities on or after January 1, 2019.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our capital stock or debt securities.

Possible Legislative or Other Actions Affecting Tax Consequences

Prospective stockholders should recognize that the present U.S. federal income tax treatment of an investment in us may be modified by legislative, judicial or administrative action at any time and that any such action may affect investments and commitments previously made. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Revisions in U.S. federal tax laws and interpretations of these laws could adversely affect the tax consequences of your investment.

Other Tax Consequences

State, local and non-U.S. income tax laws may differ substantially from the corresponding federal income tax laws, and this discussion does not purport to describe any aspect of the tax laws of any state, local or non-U.S. jurisdiction, or any federal tax other than the income tax. Prospective investors should consult their tax advisor regarding the effect of state, local and non-U.S. tax laws with respect to our tax treatment as a REIT and on an investment in our common stock.

150

UNDERWRITING

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom D.A. Davidson & Co. is acting as representative, have severally agreed to purchase, and we have agreed to sell them, severally, the number of shares of common stock indicated below.

Underwriter		Number of shares
D.A. Davidson & Co.

Total

The underwriters and the representative are collectively referred to as the “underwriters” and the “representative,” respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price, and other selling terms may from time to time be varied by the representative.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to the common stock. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional shares of common stock.

	Per Share	Without Option	With Option
Public offering price	$	$	$
Underwriting discounts and commissions	$	$	$
Proceeds, before expenses	$	$

The estimated offering expenses payable by us to the underwriters, exclusive of underwriting discounts and commissions, are approximately $ .

We have applied to list our common stock on the NYSE under the trading symbol “PLYM.”

We, each of our directors and executive officers, and Torchlight, have agreed that, without the prior written consent of D.A. Davidson & Co., on behalf of the underwriters, they will not, during the period ending 180 days after the date of this prospectus:

	•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock,
	•	file any registration statement with the SEC relating to the offering of any shares of common stock, or any securities convertible into or exercisable or exchangeable for shares of common stock; or
	•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the shares of common stock, whether any such transaction described above is to be settled by delivery of shares of common stock or such other securities, in cash or otherwise.

151

In order to facilitate the offering of the shares of common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the shares of common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the shares of common stock. These activities may raise or maintain the market price of the shares of common stock above independent market levels or prevent or retard a decline in the market price of the shares of common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representative may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters that may make Internet distributions on the same basis as other allocations.

Pricing of the Offering

Prior to this offering, there has been no public market for the shares of common stock. The price was determined by negotiations between us and the representative. Among the factors considered in determining the price were our future prospects and those of its industry in general, the company’s revenues, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to our activities.

152

LEGAL MATTERS

Certain legal matters will be passed upon for us by Winston & Strawn LLP and for the underwriters by Morrison & Foerster LLP.

EXPERTS

The following financial statements have been audited by Marcum LLP, an independent registered public accounting firm, as stated in its report included in this prospectus, and have been included in this prospectus in reliance on such report, given on the authority of said firm as experts in auditing and accounting: the historical consolidated financial statements of our company as of and for the years ended December 31, 2016 and 2015.

WHERE YOU CAN FIND MORE INFORMATION

We maintain a web site at www.plymouthreit.com. Information contained on, or accessible through our website is not incorporated by reference into and does not constitute a part of this prospectus or any other report or documents we file with or furnish to the SEC.

We have filed with the SEC a registration statement on Form S-11, including exhibits and schedules filed with the registration statement of which this prospectus is a part, under the Securities Act, with respect to the shares of common stock to be sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to us and the shares of common stock to be sold in this offering, reference is made to the registration statement, including the exhibits and schedules to the registration statement. Copies of the registration statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Information about the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0300. Copies of all or a portion of the registration statement may be obtained from the public reference room of the SEC upon payment of prescribed fees. Our SEC filings, including our registration statement, are also available to you, free of charge, on the SEC’s website at www.sec.gov.

Additionally, we file annual, quarterly and current reports and proxy statements with the SEC. The periodic reports and other confirmation are available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We will make available to our stockholders annual reports containing audited financial information for each year and quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information.

153

INDEX TO FINANCIAL STATEMENTS

Plymouth Industrial REIT, Inc.
Explanatory Note	F-2
Unaudited Pro Forma Condensed Consolidated Financial Statements:
Pro Forma Consolidated Balance Sheet as December 31, 2016	F-3
Pro Forma Consolidated Statement of Operations for the year ended December 31, 2016	F-4
Notes to Unaudited Pro Forma Consolidated Financial Statements	F-5
Consolidated Historical Financial Statements:
Report of Independent Registered Public Accounting Firm	F-6
Consolidated Balance Sheets as of December 31, 2016 and 2015	F-7
Consolidated Statements of Operations for the Years Ended December 31, 2016 and 2015	F-8
Consolidated Statements of Changes in Deficit for the Years Ended December 31, 2016 and 2015	F-9
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016 and 2015	F-10
Notes to Consolidated Financial Statements	F-11
Financial Statement Schedule
Schedule III. Real Estate Properties and Accumulated Depreciation	F-24

F- 1

Explanatory Note

Plymouth Industrial REIT, Inc., or the Company, a Maryland corporation, is a full service, vertically integrated, self-administered and self-managed Maryland corporation focused on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary markets across the U.S.

The Company has elected to be taxed as a REIT for U.S. federal income tax purposes commencing with the Company’s taxable year ended December 31, 2012. As a REIT, the Company generally will not be subject to U.S. federal income tax to the extent it distributes its REIT taxable income to its stockholders, subject to other statutory provisions in the Internal Revenue Code of 1986.

The accompanying unaudited pro forma consolidated financial statements have been derived from the historical consolidated financial statements of the Company. The unaudited pro forma consolidated balance sheet as of December 31, 2016 is presented to reflect adjustments to the Company’s historical balance sheet as if the Company’s initial public offering of its common stock, or the offering, and the concurrent private placement to affiliates of Torchlight Investors, LLC, or Torchlight, and the concurrent issuance of warrants to Torchlight, or together, the Torchlight Transactions, were completed on December 31, 2016. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2016 are presented as if the Offering and the Torchlight Transactions were completed on the first day of the annual period presented.

The accompanying unaudited pro forma consolidated financial statements should be read in conjunction with (i) the Company’s historical consolidated balance sheet as of December 31, 2016 and 2015 and historical consolidated statements of operations for the years ended December 31, 2016 and 2015; and (ii) the “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in this prospectus. The Company has based the unaudited pro forma adjustments on available information and assumptions that it believes are reasonable. The following unaudited pro forma combined consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what the Company’s actual financial position would have been as of December 31, 2016 assuming the offering and the Torchlight Transactions had been completed on December 31, 2016, what actual results of operations would have been for the year ended December 31, 2016 assuming the offering and the Torchlight Transactions were completed on the first day of the annual period presented, and are not indicative of future results of operations or financial condition and should not be viewed as indicative of future results of operations or financial condition.

F- 2

Pro Forma Consolidated Balance Sheet
As of December 31, 2016
(Unaudited and in thousands)

	Plymouth Industrial REIT, Inc.			Proceeds from Offering		Use of Proceeds and Redemption of Preferred Member Interest		Company Pro Forma
	(A)			(B)		(C)

Assets
Real estate properties	$	139,086						$
Less Accumulated depreciation		(16,027	)
Real estate properties , net		123,059			—		—

Cash		941		$		$
Restricted cash		6,353
Cash held in escrow		2,907
Deferred Leasing Intangibles		10,533
Other current assets		1,953

Total Assets	$	145,746		$		$		$

Liabilities & Equity (Deficit)
Liabilities
Mezzanine debt to investor, net	$	116,053						$
Senior secured debt		29,262
Deferred interest		207
Accounts payable and other liabilities		5,352
Deferred leasing-intangibles		1,405
Redeemable preferred member interest		31,043		$		$
Total Liabilities		183,322

Equity
Common stock		13
Additional paid in capital		12,467
Accumulated deficit		(110,506	)
Total Plymouth Industrial REIT, Inc. stockholders' deficit		(98,026	)
Non-controlling interest		60,450
Total equity (deficit)		(37,576	)

Total Liabilities and Equity	$	145,746		$		$		$

F- 3

Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2016
(Unaudited and in thousands)

	Plymouth			Company		Company
	Industrial			Pro Forma		Pro
	REIT, Inc.			Adjustments		Forma
	(A)			(B)

Revenues:
Rental revenue	$	19,658		$	—	$
Equity investment income (loss)		230			—
Total revenues		19,888			—
Expenses:
Property expenses		5,927
General and administrative		3,742			—
Acquisition expenses		—			—		—
Depreciation and amortization		11,674			—
Total expenses		21,343			—
Income (loss) from operations		(1,455	)		—

Other expense (income):
Gain on equity investment		(2,846	)
Interest expense		40,679
Total other expense (income)		37,833
Net income (loss)		(39,288	)
Net loss attributable to non-controlling interest		(2,301	)
Net loss attributable to Plymouth Industrial REIT, Inc.	$	(36,987	)

F- 4

Plymouth Industrial REIT, Inc.

Notes to Unaudited Pro Forma

Consolidated Financial Statements

1. Notes to the Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2016

(A) Reflects the historical Consolidated Balance Sheet of Plymouth Industrial REIT, Inc. as of December 31, 2016.

(B) Reflects the net proceeds of the offering and the private placement for net proceeds of and issuance of common shares, $0.01 par value.

(C) Reflects the agreed redemption of the Preferred Member Interest at the time of the Offering and the application of the cash reserve for redemption applied (the “Redemption”). The non-controlled interest is eliminated effective with the Redemption.

2. Notes to the Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2016

(A) Reflects the historical consolidated statement of operations of Plymouth Industrial REIT, Inc. for the year ended December 31, 2016.

(B) Reflects an adjustment for the elimination of interest expense for the return related to the preferred member interest considered redeemed as of the first day of the year ended December 31, 2016.

F- 5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
of Plymouth Industrial REIT, Inc.

We have audited the accompanying consolidated balance sheets of Plymouth Industrial REIT, Inc. (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, changes in deficit and cash flows for the years then ended. Our audits also included the financial statement schedule on Pages F-24 and F-25. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Plymouth Industrial REIT, Inc., as of December 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s limited liquidity, deficit and debt obligations raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also discussed in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Marcum llp

Marcum LLP

Boston, Massachusetts
March 29, 2017

F- 6

PLYMOUTH INDUSTRIAL REIT, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	December 31,			December 31,
	2016			2015
Assets
Real estate properties	$	139,086		$	138,236
Less Accumulated depreciation		(16,027	)		(8,522	)
Real estate properties, net		123,059			129,714

Investments in real estate joint venture		—			2,987
Cash		941			698
Restricted cash		6,353			757
Cash held in escrow		2,907			—
Deferred lease intangibles, net		10,533			14,773
Other assets		1,953			1,122
Total assets	$	145,746		$	150,051

Liabilities and deficit
Liabilities:
Senior secured debt, net	$	116,053		$	196,800
Mezzanine debt to investor, net		29,262			—
Deferred interest		207			8,081
Accounts payable, accrued expenses and other liabilities		5,352			4,268
Deferred lease intangibles, net		1,405			1,941
Redeemable preferred member interest in subsidiary		31,043			—
Total liabilities		183,322			211,090

Deficit:
Plymouth Industrial REIT, Inc. stockholder’s deficit:
Preferred stock; par value $0.01; 100,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.01 par value: 900,000,000 shares authorized; 1,327,859 shares issued and outstanding		13			13
Additional paid in capital		12,467			12,467
Accumulated deficit		(110,506	)		(73,519	)
Total Plymouth Industrial REIT, Inc. stockholders' deficit		(98,026	)		(61,039	)
Non-controlling interest		60,450			—
Total deficit		(37,576	)		(61,039	)
Total liabilities and deficit	$	145,746		$	150,051

The accompanying notes are an integral part of the consolidated financial statements.

F- 7

PLYMOUTH INDUSTRIAL REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

	Year Ended December 31,
	2016			2015
Rental revenue	$	19,658		$	19,290
Equity investment income (loss)		230			(85	)
Total revenues		19,888			19,205

Operating expenses:
Property		5,927			5,751
Depreciation and amortization		11,674			12,136
General and administrative		3,742			4,688
Acquisition costs		—			1,061
Offering costs		—			938
Total operating expenses		21,343			24,574

Operating loss		(1,455	)		(5,369	)

Other income (expense):
Gain on disposition of equity investment		2,846			1,380
Interest expense		(40,679	)		(44,676	)
Total other expense, net		(37,833	)		(43,296	)

Net loss		(39,288	)		(48,665	)
Net loss attributable to non-controlling interest		(2,301	)		—
Net loss attributable to Plymouth Industrial REIT, Inc.		(36,987	)		148,665
Net loss per share attributable to Plymouth Industrial REIT, Inc. common stockholders	$	(27.85	)	$	(36.65	)

Weighted-average common shares outstanding basic and diluted		1,327,859			1,327,859

The accompanying notes are an integral part of the consolidated financial statements.

F- 8

PLYMOUTH INDUSTRIAL REIT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT

(In thousands, except share and per share amounts)

	Common Stock, $0.01 Par Value
	Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Total Plymouth Industrial REIT, Inc. Stockholders’ Deficit			Non- Controlling Interest			Total Deficit

Balance, January 1, 2015		1,327,859	$	13	$	12,467	$	(24,854	)	$	(12,374	)		—		$	(12,374	)
Net loss		—		—		—		(48,665	)		(48,665	)		—			(48,665	)
Balance, December 31, 2015		1,327,859		13		12,467		(73,519	)		(61,039	)		—			(61,039	)

Non-cash capital contribution by investor in connection with extinguishment of debt		—		—		—		—			—			62,751			62,751
Net loss		—		—		—		(36,987	)		(36,987	)		(2,301	)		(39,288	)
Balance, December 31, 2016		1,327,859	$	13	$	12,467	$	(110,506	)	$	(98,026	)	$	60,450		$	(37,576	)

The accompanying notes are an integral part of the consolidated financial statements.

F- 9

PLYMOUTH INDUSTRIAL REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2016			2015
Operating activities
Net loss	$	(39,288	)	$	(48,665	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		11,674			12,136
Straight line rent adjustment		(287	)		(404	)
Intangible amortization in rental revenue, net		(355	)		(351	)
Equity investment (income) loss		(230	)		85
Write-off deferred offering costs		—			938
Gain on disposition of equity investment		(2,846	)		(1,380	)
Accretion of interest and deferred interest		33,690			32,528
Changes in operating assets and liabilities:
Security deposits		(14	)		(13	)
Prepaid expenses and other assets		(530	)		(14	)
Cash held in escrow		(1,658	)		—
Deferred leasing costs		(110	)		(148	)
Accounts payable, accrued expenses and other liabilities		174			937
Net cash provided by (used in) operating activities		220			(4,351	)
Investing activities
Proceeds on disposition of joint ventures		5,582			1,708
Acquisition of properties		—			(434	)
Real estate improvements		(850	)		(124	)
Increase in restricted cash		(5,596	)		—
Increase in cash held in escrow		(1,249	)		—
Distributions from investment in joint ventures		481			470
Net cash provided by (used in) investing activities		(1,632	)		1,620
Financing activities
Proceeds from issuance of senior secured debt		120,000			—
Repayment of senior debt to investor		(114,447	)		—
Debt issuance costs		(3,898	)		(1,095	)
Deferred offering costs		—			(450	)
Net cash provided by (used in) financing activities		1,655			(1,545	)
Net increase (decrease) in cash		243			(4,276	)
Cash at beginning of year		698			4,974
Cash at end of year	$	941		$	698
Supplemental Cash Flow Disclosures:
Interest paid	$	6,989		$	12,148
Supplemental Non-Cash Investing and Financing Activities:
Issuance of redeemable preferred member interest	$	30,553		$	0
Issuance of mezzanine debt to existing investor	$	30,000		$	0
Non-cash capital contribution by investor upon extinguishment of debt	$	62,751		$	0
Accrued debt issuance costs	$	900			—

The accompanying notes are an integral part of the consolidated financial statements.

F- 10

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

1. Nature of the Business and Basis of Presentation

Business

Plymouth Industrial REIT, Inc., (the Company or the REIT) is a Maryland corporation formed on March 7, 2011. The Company is a full service, vertically integrated, self-administered and self-managed organization. The Company is focused on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary markets across the U.S. As of December 31, 2016, the Company through its subsidiaries owns 20 industrial properties comprising approximately 4,000,000 square feet.

On October 17, 2016, the Company completed a reorganization of its subsidiary structure simultaneously with the refinancing of the Company’s existing debt. The Company issued non-controlling interests into a financial investor and lender, Torchlight, in newly established legal entities to hold the properties. The refinancing of the Company’s debt is further discussed in Note 6.

The accompanying consolidated financial statements include the following entities:

Name	Relationship	Formation

Plymouth Industrial REIT, Inc.	Parent	2011
Plymouth Industrial OP LP	Wholly-owned subsidiary	2011
Plymouth Industrial 20 Financial LLC	Wholly-owned subsidiary	2016
Plymouth Industrial 20 LLC (20 LLC)	Controlling interest*	2016
20 individual property LLC’s	Controlling interest*	2014

* See note 10 for discussion of non-controlling interests.

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).

Liquidity and Going Concern

The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

At December 31, 2016, the Company has an accumulated deficit of $110,506 and had limited amounts of liquidity evidenced by the cash position of $941 as of December 31, 2016. The Company continues to maintain arrangements with certain of its vendors to limit future expenses related to certain professional services.

Through December 31, 2016, the Company has derived the capital required to purchase and originate real estate related investments and conduct our operations from the proceeds of our prior offering, from secured financings from banks and other lenders and from any undistributed funds from our operations.

The Company’s ability to meet its working capital needs, repay the redeemable preferred membership interest and make its required payments under its senior mortgage debt and mezzanine loan is dependent on its ability to issue additional equity or secure additional debt financing. The Company has engaged D. A. Davidson & Co., investment banking, as underwriters for a proposed initial public offering (IPO or Offering) on a firm commitment basis. There is no assurance, however, that additional debt or other forms of capital, including the proposed IPO, will be available to the Company, or on terms acceptable to the Company.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F- 11

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

2. Summary of Significant Accounting Policies

Consolidation

The Company’s consolidated financial statements include its financial statements, and those of its wholly-owned subsidiaries and controlling interests. All intercompany accounts and transactions have been eliminated in consolidation. The Company considers the issuance of member interests in entities that hold its properties under the guidance of ASC 360 Property, Plant and Equipment (ASC 360), and ASC 976, Real Estate, (ASC 976) as referenced by ASC 810, Consolidation , (ASC 810). See Note 10.

Income Taxes

The Company has operated in a manner that allows it to qualify as a REIT for federal income tax purposes. The Company filed its initial Form 1120-REIT as its tax return for the tax year ended December 31, 2012. The Company utilizes an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure with the intent to hold properties and securities through an Operating Partnership.

The Company elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended, and has operated as such beginning with the tax year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that we distribute as dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four tax years following the year during which qualification is lost, unless it can obtain relief under certain statutory provisions. Such an event could materially and adversely affect the net income and net cash available for distribution to stockholders. However, the Company intends to continue to operate in a manner that allows it to qualify for treatment as a REIT.

The Company files income tax returns in the U.S federal jurisdiction and various state and local jurisdictions. The statute of limitations for the Company’s income tax returns is generally three years and as such, the Company’s returns that remain subject to examination would be primarily from 2013 and thereafter.

As is more fully described in Note 6, the refinancing transaction that took place on October 17, 2016 resulted in the Company realizing cancellation of indebtedness income of $62,751 for income tax purposes. Cancellation of indebtedness income is includable in the gross income of all taxpayers under the Internal Revenue Code. The inclusion of $62,751 of cancellation of indebtedness income in the Company’s 2016 gross income would potentially result in federal alternative minimum tax and various state and local income taxes.

However, according to the Internal Revenue Code, due to the Company’s insolvency both before and after the debt refinancing transaction, cancellation of indebtedness income is excluded from the gross income of a taxpayer if the taxpayer is insolvent when the discharge takes place. As a condition of excluding cancellation of indebtedness income from the gross income, a taxpayer must reduce certain tax attributes, such as its net operating losses (NOL).

To the extent the Company does not utilize the full amount of the annual federal NOLs, the unused amount may normally be carried forward for 20 years to offset taxable income in future years. The Company had federal NOL carryforwards originating from 2012 through 2015 of approximately $59,805. The Company incurred a federal taxable loss during 2016, after exclusion of cancellation of indebtedness income, of approximately $32,049. These total net operating losses incurred from 2012 through 2016 of approximately $91,854 must be reduced per the Internal Revenue Code by the cancellation of indebtedness income realized in 2016 of approximately $62,751, resulting in net operating loss carryforwards to 2017 of approximately $29,103.

The Company’s net tax basis of real estate assets amounted to $150,506 as of December 31, 2016.

Use of Estimates

Risks and Uncertainties

The state of the overall economy can significantly impact the Company’s operational performance and thus impact its financial position. Should the Company experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its stockholders, service debt, or meet other financial obligations.

F- 12

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

2. Summary of Significant Accounting Policies (continued)

Segments

The Company has one reportable segment–industrial properties. These properties have similar economic characteristics and also meet the other criteria that permit the properties to be aggregated into one reportable segment.

Revenue Recognition and Tenant Receivables and Rental Revenue Components

Minimum rental income from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. The Company maintains allowances for doubtful accounts receivable and straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. At December 31, 2016 and 2015 the Company did not recognize an allowance for doubtful accounts.

For the years ended December 31, 2016 and 2015, rental income was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements.

The following tenants represent 10% or greater of rental revenue for the years ended December 31, 2016 and 2015:

	2016	2015
Pier One	12.7%	12.3%
Perseus	10.0%	9.7%

Rental revenue is comprised of the following:

	Year Ended			Year Ended
	December 31,			December 31,
(in thousands)	2016			2015
Income from lease	$	13,865		$	13,710
Straight-line rent adjustment		287			606
Reimbursable expenses		5,151			4,623
Amortization of above market leases		(178	)		(182	)
Amortization of below market leases		533			533

Total	$	19,658		$	19,290

Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2016 and 2015. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Notes 6 and 9, cash held in escrow for real estate tax, insurance and tenant capital improvement and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of December 31, 2016, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss.

Financial Instruments

The Company estimates that the carrying value of cash, restricted cash, cash held in escrow and reserves, senior secured debt, mezzanine debt to investor, redeemable preferred member interests and deferred interest, approximate their fair values based on their short-term maturity and prevailing interest rates.

F- 13

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

2. Summary of Significant Accounting Policies (continued)

Deferred Offering Costs

The Company capitalizes certain legal and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. There were no deferred offering costs on the Company’s consolidated balance sheet at December 31, 2016 and 2015.

The Company had capitalized $938 of costs in 2015 related to the previously proposed public offering. In 2015, the Company postponed the offering and, therefore, the costs were expensed in the year ended December 31, 2015.

Business Combinations

In accordance with Financial Accounting Standards Board, (FASB), ASC 805-10 “Business Combinations”, the assets and liabilities acquired are recorded at their fair values as of the acquisition date. Acquisition related costs are recognized as expense in the periods in which incurred.

The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, the allocation of those cash flows to identifiable intangible assets, and in determining the estimated fair value for assets acquired and liabilities assumed. The amounts allocated to lease intangibles (leases in place, leasing commissions, tenant relationships, and above and below market leases) are based on management’s estimates and assumptions, as well as other information compiled by management, including independent third party analysis and market data and are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period.

Real Estate and Depreciation

Real estate properties are stated at cost less accumulated depreciation. Depreciation of buildings and other improvements is computed using the straight-line method over the estimated remaining useful lives of the assets, which generally range from 11 to 34 years for buildings and 3 to 13 years for site improvements. If the Company determines that impairment has occurred, the affected assets are reduced to their fair value. Building improvements are capitalized, while maintenance and repair expenses are charged to expense as incurred. Significant renovations and improvements that improve or extend the useful life of the assets are capitalized.

Amortization of Deferred Lease Intangibles - Assets and Liabilities

Deferred lease intangible assets consist of leases in place, leasing commissions, tenant relationships, and above market leases. Deferred lease Intangible liabilities represent below market leases. These intangibles have been recorded at their fair market value in connection with the acquisition of 20 properties in 2014. Intangible assets are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period.

Impairment of Long-Lived Assets

The Company assesses the carrying values of our respective long-lived assets, including goodwill, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.

Recoverability of real estate assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. In order to review our real estate assets for recoverability, the Company considers current market conditions, as well as our intent with respect to holding or disposing of the asset. Our intent with regard to the underlying assets might change as market conditions change, as well as other factors. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property and quoted market values and third-party appraisals, where considered necessary. If our analysis indicates that the carrying value of the real estate asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property. The Company has determined there is no impairment of value of long lived assets.

F- 14

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

2. Summary of Significant Accounting Policies (continued)

Debt Issuance Costs

The Company adopted ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”) in 2016. In accordance with the adoption of ASU No. 2015-03, debt issuance costs are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the consolidated statements of operations.

Debt issuance costs amounted to $4,799 and $3,940 at December 31, 2016 and 2015, respectively, and related accumulated amortization amounted to $113 and $3,940 at December 31, 2016 and 2015, respectively. Unamortized debt issuance costs amounted to $4,686 and $0 at December 31, 2016 and 2015, respectively.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in deficit that result from transactions and economic events other than those with members. There was no difference between net loss and comprehensive loss for the years ended December 31, 2016 and 2015.

Earnings per Share

Basic net loss per share is computed by dividing net loss attributable to Plymouth Industrial REIT, Inc. by the weighted average shares of common stock outstanding for each year, which is also presented on the consolidated statements of operations. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The Company has not granted any stock options or stock-based awards under the 2014 Incentive Award Plan.

Equity Method of Accounting

The Company accounted for its 50.3% investment in a real estate joint venture made in 2013, whose property was sold in 2016, under the equity method of accounting since the Company did not, and does not, control but has the ability to exercise significant influence on the entity. Under the equity method of accounting, the Company recognized its proportional share of net income or loss as determined under GAAP in our results of operations.

Non-controlling Interests

As further discussed in Note 10, the Company has issued non-controlling interests in its subsidiaries. The net loss attributable to the non-controlling interests is presented in the Company’s consolidated results of operations since the date of initial acquisition.

Controlling Interests

The Company determines whether it holds a controlling financial interest in an entity by first evaluating whether it is required to apply the variable interest entity (“VIE”) model to the entity. Where the Company holds current or potential rights that give it the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance combined with a variable interest that gives it the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company is the primary beneficiary of that VIE. When changes occur to the design of an entity, the Company reconsiders whether it is subject to the VIE model. The Company continuously evaluates whether it is the primary beneficiary of a consolidated VIE.

To the extent the Company is not required to apply the VIE model, the Company follows the control model for consolidation purposes and considers instances whether its ownership exceeds 50% of the voting rights of the entity and whether other investors have liquidating, kick-out or substantive participating rights.

With respect to in substance real estate transactions, the Company considers guidance of ASC 360 and ASC 976, as referenced by ASC 810, for issuance of membership interests prior to any deconsolidation of assets. See Note 10.

F- 15

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

2. Summary of Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Earlier application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is in the process of evaluating the impact of this pronouncement on its consolidation financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (“ASU 2014-15”), which requires a company to evaluate the existence of conditions or events that raise substantial doubt about its ability to continue as a going concern within one year of the issuance date of its financial statements. The standard is effective for interim and annual periods ending after December 15, 2016 with early adoption permitted. The Company has evaluated the impact of ASU 2014-15 and and has included the appropriate disclosures herein.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) (“ASU 2015-02”), to address financial reporting considerations for the evaluation as to the requirement to consolidate certain legal entities. ASU 2015-02 is effective for fiscal years and for interim periods within those fiscal years beginning after December 15, 2015. The Company has evaluated the impact of ASU 2015-02 and has concluded that it has no effect on the consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Company is currently assessing the potential impact that the adoption of ASU 2016-01 will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) , which requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. The update includes a short-term lease exception for leases with a term of 12 months or less, in which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply as well as transition guidance specific to nonstandard leasing transactions. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the potential impact that the adoption of ASU 2016-02 may have on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Stock Compensation – Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”), which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and policy elections on the impact for forfeitures. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within those annual periods. The Company is in the process of evaluating the impact of ASU 2016-09 on its financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). The ASU requires an entity to explain the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents on the statement of cash flows and to provide a reconciliation of the totals in that statement to the related captions in the balance sheet when the cash, cash equivalents, restricted cash, and restricted cash equivalents are presented in more than one line item on the balance sheet. This ASU is effective for annual and interim periods beginning after December 15, 2017, and is required to be adopted using a retrospective approach, with early adoption permitted. The Company is currently evaluating the potential impact that the adoption of ASU 2016-18 may have on its consolidated financial statements.

F- 16

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

3. Real Estate Properties

Real estate properties consisted of the following at December 31, 2016 and 2015:

	2016			2015
Land and improvements	$	18,117		$	18,051
Buildings		110,142			109,725
Site improvements		10,442			10,442
Construction in process		385			18
		139,086			138,236
Less accumulated depreciation		(16,027	)		(8,522	)
Real estate properties	$	123,059		$	129,714

Depreciation expense was $7,505 in 2016 and $7,518 in 2015.

4. Deferred Lease Intangibles

Deferred Lease Intangible assets consisted of the following at December 31, 2016 and 2015:

	2016			2015
Above market lease	$	1,122		$	1,122
Lease in place		14,289			14,289
Tenant relationships		2,068			2,068
Leasing commission		2,606			2,606
Leasing commission after acquisition		258			148
		20,343			20,233
Less Accumulated amortization		(9,810	)		(5,460	)
Deferred lease intangibles	$	10,533		$	14,773

Deferred Lease Intangibles - Below Market Leases at December 31, 2016 and 2015 were:

	2016			2015
Below market leases	$	2,548		$	2,548
Less accumulated amortization		(1,143	)		(607	)
Deferred lease intangibles	$	1,405		$	1,941

Amortization of above and below market leases was recorded as an adjustment to revenues and amounted to $355 and $351 in 2016 and 2015, respectively. Amortization of all other deferred lease intangibles has been included in depreciation and amortization in the accompanying consolidated statements of operations and amounted to $4,169 and $4,618 in 2016 and 2015, respectively.

4. Deferred Lease Intangibles

Projected amortization of deferred lease intangibles for the next five years as of December 31, 2016 is as follows:

Years Ending December 31,
2017	$	3,184
2018		2,520
2019		1,852
2020		852
2021		363

F- 17

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

5. Investment in Real Estate Joint Venture

In 2013 , the Company acquired a 50.3% interest in TCG 5400 FIB LP (“5400 FIB”), which owned a warehouse facility (the “Property”) in Atlanta, Georgia containing 682,750 rentable square feet of space, which was obtained in 2013 for a total of $3,900. The Company accounted for the investment under the equity method since it did not have control over the investment. The carrying value of the investment was $2,987 at December 31, 2015.

The property was sold in November 2016 and the Company received $5,582 as a return of its investment. The Company recorded a gain on the disposition of the investment in the amount of $2,846 in 2016. The Company has included the cash proceeds from the investment in restricted cash in the consolidated balance sheet at December 31, 2016 since the amount serves as collateral for the borrowing arrangements with Torchlight discussed in Notes 6 and 9.

6. Borrowing Arrangements

On October 17, 2016, the Company completed a reorganization of its subsidiary structure in connection with the refinancing of the Company’s existing debt. The Company issued non-controlling interests to a financial investor and lender, Torchlight, in newly established legal entities to hold the properties owned by the REIT.

Previous Borrowing Arrangement

On October 28, 2014, the Company, its its wholly-owned subsidiary Plymouth Industrial OP LP, its Operating Partnership, and certain subsidiaries of its Operating Partnership entered into a senior secured loan agreement (Senior Loan) with investment entities, or the Funds, managed by Senator Investment Group LP (Senator). The Senior Loan was a $192,000 facility with $71,000 designated as Tranche A, $101,000 designated as Tranche B and $20,000 designated as Tranche C and the deemed original issue discount.

The Company borrowed $69,200 under Tranche A and $95,800 under Tranche B for a total of $165,000. At December 31, 2015, there was $165,000 of indebtedness outstanding under the Senior Loan and $20,000 of fully amortized original issue discount, which had been accreted over the initial term of the Senior Loan. Additionally, Payment-in-Kind (PIK) interest is also accreted to debt. There was also $8,081 of deferred interest payable outstanding at December 31, 2015, respectively.

The borrowings under the Senior Loan were scheduled to mature on April 28, 2015, however, through a series of extensions, the maturity date was extended to February 29, 2016. On February 9, 2016, an affiliate of Torchlight Investors LLC (“Torchlight”) acquired the Senior Loan from Senator in a transaction outside of the Company and assumed the rights of Senator under the Senior Loan. The Company and Torchlight entered into a forbearance agreement through April 30, 2016, which was extended to August 31, 2016. No action was taken by Torchlight after August 31, 2016 during active negotiations concluding in the refinancing on October 17, 2016.

During the forbearance period, the Company undertook efforts to restructure the loan, obtain alternative debt, additional equity or other capital. The relevant terms of the borrowing arrangement during the forbearance period were as follows:

The borrowings under the Senior Loan bore interest at a current pay rate equal to 7% per annum.

The borrowings under the Senior Loan were made in tranches and also accrued PIK interest at an annual rate of 3% compounded monthly on Tranche A amounts, and at an annual rate of 8% compounded monthly on Tranche B and C amounts. The weighted average of PIK interest was approximately 5%. All PIK amounts were due at maturity.

An additional 8% default rate of interest accrued effective March 31, 2016.

With respect to any repayment of (a) Tranche A, a make-whole fee in an amount equal to four percent (4%) of the outstanding balance of Tranche A was payable; (b) Tranche B, a make-whole fee in an amount equal to five percent (5%) of the outstanding balance of Tranche B, and (c) Tranche C, following an event of default, a make-whole fee in an amount equal to five percent (5%) of the outstanding balance of Tranche C. The Company had fully accrued the make-whole fees due upon the initial maturity of the Senior Loan on October 28, 2015.

The borrowings under the Senior Loan were secured by first lien mortgages on all of the Company’s existing properties and pledges of equity interests in the Operating Partnership.

The obligations under the Senior Loan were guaranteed by the Company

F- 18

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

6. Borrowing Arrangements (continued)

Refinancing

On October 17, 2016, the Company refinanced its Senior Loan with Torchlight, which had a carrying value of $237,751 as of that date, through the following steps:

The Company, through its newly created subsidiary 20 LLC, borrowed $120,000 in the form of a senior secured loan from investment entities managed by AIG Asset Management (the “AIG Loan”). The Company used the net proceeds of these borrowings to reduce the Senior Loan with Torchlight.

The Company, through 20 LLC, issued a mezzanine term loan (Mezzanine Loan) in the amount of $30,000 to an investment fund controlled by Torchlight, in satisfaction of $30,000 of the Senior Loan with Torchlight.

The Company, through 20 LLC, issued a 99.5% redeemable preferred member interest in 20 LLC in the amount of $30,553 to an affiliate of Torchlight in satisfaction of the $30,553 of the Senior Loan with Torchlight.

The value of the consideration transferred by the Company to Torchlight totaled $175,000 which consisted of (a) net cash transferred of $114,447, (b) debt satisfied in the amount of $30,000 through the issuance of the Mezzanine Loan and (c) the debt satisfied in the amount of $30,553 through the issuance of the redeemable preferred member interest.

The Company has accounted for the difference between the carrying value of the Senior Loan of $237,751 and the value of the consideration transferred of $175,000 , or $62,751 as a capital contribution pursuant to the guidelines of ASC 470-50-40-2 since the refinancing was between the Company and Torchlight, a related party.

The terms of the refinanced debt are discussed below and the terms of the redeemable preferred member interest in 20 LLC are discussed in Note 10.

$120,000 AIG Loan

Certain indirect subsidiaries of our Operating Partnership have entered into a senior secured loan agreement with investment entities managed by AIG Asset Management (the “AIG Loan”).

As of December 31, 2016, there was $120,000 of indebtedness outstanding under the AIG Loan agreement. The AIG Loan bears interest at 4.08% per annum and has a seven-year term. The AIG Loan provides for monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period.

The borrowings under the AIG Loan are secured by first lien mortgages on all of the 20 properties. The obligations under the AIG Loan are also guaranteed by our Company and each of our Operating Partnership’s wholly-owned subsidiaries.

The AIG Loan agreement contains customary representations and warranties, as well as affirmative and negative covenants. The negative covenants include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The AIG Loan contains financial covenants that require minimum liquidity and Net Worth.. The AIG Loan is subject to acceleration upon certain specified events of defaults, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the senior secured loan agreement. We are currently in technical violation of the net worth covenant under the terms of the AIG Loan. Although we are pursuing with the lender to remediate the technical violation, which we believe was the result of a drafting error, we can provide no assurances that the lender will agree with our interpretation of the relevant language in the loan agreement or agree to amend the agreement. If we are not able to negotiate a resolution of the default with our senior lender, the lender could declare all amounts due, including default interest at a rate substantially in excess of the stated rate, under the AIG loan immediately due and payable.

The Company has no right to prepay all or any part of the AIG Loan before November 1, 2019. Following that date, the AIG Loan can only be paid in full, and a prepayment penalty would be assessed, as defined in the agreement.

The borrowings amounted to $120,000, net of $3,947 of unamortized debt issuance costs at December 31, 2016.

F- 19

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

6. Borrowing Arrangements (continued)

$30,000 Mezzanine Loan

20 LLC, has entered into a mezzanine loan agreement with Torchlight as partial payment of its prior Senior Loan. The Mezzanine Loan has an original principal amount of $30,000, and bears interest at 15% per annum, of which 7% percent is paid currently during the first four years of the term and 10% is paid for the remainder of the term, and is due on October 17, 2023. Unpaid interest accrues and is added to the outstanding principal amount of the loan. The Mezzanine Loan requires borrower to pay a prepayment premium equal to the difference between (1) the sum of 150% of the principal being repaid (excluding the accrued interest) and (2) the sum of the actual principal amount being repaid and current and accrued interest paid through the date of repayment. This repayment feature operates as a prepayment feature since the difference between (1) and (2) will be zero at maturity.

As additional consideration for the Mezzanine Loan, 20 LLC granted Torchlight under the Mezzanine Loan, a profit participation in the form of the right to receive 25% of net income and capital proceeds generated by the Company Portfolio following debt service payments and associated costs (the “TL Participation”). The profit participation was zero for 2016.

The borrowings under the Mezzanine Loan are secured by, among other things, pledges of the equity interest in 20 LLC and each of its property-owning subsidiaries.

Borrowings under the Mezzanine Loan amounted to $29,262, net of $738 of unamortized discount, at December 31, 2016. Deferred interest amounted to $207 at December 31, 2016 and is presented separately on the consolidated balance sheets.

Principal payments on the Company’s long-term debt due in each of the next five fiscal years as of December 31, 2016 are as follows:

	Amount
Year ending December 31:
2017	$	0
2018		0
2019		204
2020		2,049
2021		2,497

7. Common Stock

The Company at December 31, 2016 and 2015 has 900,000,000 shares of authorized common stock at $0.01 par value, of which 1,327,859 shares were issued and outstanding at December 31, 2016 and 2015, respectively.

Common stockholders have full voting rights and are entitled to one vote per share held and are entitled to receive dividends when and if declared.

There were no distributions declared or made to common stockholders during the years ended December 31, 2016 and 2015.

8. Preferred Stock

The Company’s amended and restated charter authorizes the Company to issue up to 100,000,000 shares of its $0.01 par value preferred stock as of December 31, 2016 and 2015. As of December 31, 2016 and 2015, there were no shares of preferred stock issued and outstanding.

9. Redeemable Preferred Member Interest in Subsidiary

On October 17, 2016, and in connection with its refinancing of its Senior Loan with Torchlight, the Company issued Torchlight a 99.5% redeemable preferred member interest in 20 LLC in exchange for $30,553. The significant terms of the preferred member interest are as follows:

Maturity

The preferred member interest is mandatorily redeemable at its Redemption Price, as defined below, by the Company on January 17, 2017. In the event the Company defaults under the preferred member interest, the Managing Member interests held by Plymouth Industrial 20 Financial LLC transfers automatically to the Preferred Member for payment of one dollar. On March 3, 2017 a letter of agreement was agreed to with Torchlight extending this date to May 17, 2017 (Note 15).

F- 20

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

9. Redeemable Preferred Member Interest in Subsidiary (continued)

Redemption Price

The redemption price of the redeemable preferred member interest is as follows:

the amount of the Preferred Member’s unreturned Capital Contributions ($30,553 at December 31, 2016). See Note 15 regarding the letter agreement dated March 3, 2017. The Preferred Member interest is fixed at $25,000 after applying $5,582 in February, 2017.

a Preferred Return equal to a cumulative annual return of 7%, plus any additional Preferred Return, compounded monthly on an amount equal to the unreturned capital contributions until the date that such amount is returned to the Preferred Member

pursuant to the March 3, 2017 agreement (Note 15) the balance of $25,000 will bear no further interest or additional preferred return.

all accrued but unpaid Priority Preferred Returns on the Preferred Member’s Priority Additional Capital Contributions equal to a cumulative annual return of 20%, compounded monthly, on an amount equal to each dollar of the Preferred Member’s Priority Additional Capital Contributions until the date that such amount is returned to the Preferred Member. There were no Preferred Member’s Priority Additional Capital Contributions at December 31, 2016.

all other sums advanced and costs and expenses (including legal fees) incurred by the Preferred Member in connection with such redemption

Major Decisions

The Preferred member interests carry certain rights related to major decisions by 20 LLC, including, but not limited to, the acquisition of significant assets as well as a sale of 20 LLC.

Presentation

The Company has classified this amount as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480). Because the member interest is mandatorily redeemable, the Company has concluded that its required redemption of that interest represents a continuing interest in the properties and therefore, the issuance of the redeemable preferred member interest represents a financing of 20 LLC and not a sale of the properties.

The carrying value of the redeemable preferred member interest amounted to $31,043, including $490 of preferential returns, at December 31, 2016. All amounts are current liabilities at December 31, 2016.

10. Non-Controlling Interests

As discussed in Note 1 and in connection with the refinancing of the Company’s debt on October 17, 2016, the Company established the following subsidiaries:

Plymouth Industrial 20 Financial LLC

Plymouth Industrial 20 LLC, as parent company and sole member of the 20 individual LLC’s for Properties

The ownership interests and managing member or partnership status for each entity is as follows:

Plymouth Industrial 20 Financial LLC

The REIT through its operating partnership Plymouth Industrial OP, LP is the sole member of Plymouth Industrial 20 Financial LLC.

Plymouth Industrial 20 LLC (20 LLC)

The REIT through Plymouth Industrial 20 Financial LLC , is the managing member in 20 LLC with a 0.5% ownership interest. Torchlight has the remaining 99.5% interest in 20 LLC.

F- 21

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

10. Non-Controlling Interests (continued)

20 Individual LLC’s for Properties

The individual LLC’s which hold the properties associated with the partnership interests are wholly owned subsidiaries of 20 LLC.

The Company considers guidance of ASC 360 and ASC 976, as referenced by ASC 810, for issuance of member interests prior to any deconsolidation of assets. The Company has concluded that the redemption feature of the preferred member interest represents the Company’s obligation to repurchase the ownership interest and therefore, the issuance of the preferred interest is a financing and therefore, the risks and rewards of ownership of the properties have not permanently transferred to Torchlight. In accordance with ASC 810 , however, the Company has reported the preferred interests in the properties held by Torchlight as non-controlling interests.

Torchlight’s initial investment in 20 LLC consisted of its redeemable preferred member interest of $30,553 along with the non-cash capital contribution of $62,751 associated with the refinancing of the debt. In accordance with ASC 480, the Company has presented the redeemable preferred member interest as a liability. The proportionate share of the loss attributed to the non-controlling interest in each of the entities held by Torchlight amount to a $2,301 deficit in 2016. The carrying value of the non-controlling interest amounted to $60,450 at December 31, 2016 and is presented in the consolidated statements of changes in deficit.

11. Incentive Award Plan

In April 2014, the Company’s Board of Directors adopted, and in June 2014 the Company’s stockholders approved, the 2014 Incentive Award Plan, or Plan, under which the Company may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The aggregate number of shares of the Company’s common stock and/or LTIP units of partnership interest in the Company’s Operating Partnership, or LTIP units that are available for issuance under awards granted pursuant to the Plan is 750,000 shares/LTIP units. Shares and units granted under the Plan may be authorized but unissued shares/LTIP units, or, if authorized by the board of directors, shares purchased in the open market. If an award under the Plan is forfeited, expires or is settled for cash, any shares/LTIP units subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. However, the following shares/LTIP units may not be used again for grant under the Plan: (1) shares/LTIP units tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options. The maximum number of shares that may be issued under the Plan upon the exercise of incentive stock options is 750,000.

The Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, restricted stock units, or RSUs, performance shares, other incentive awards, LTIP units, SARs, and cash awards.

No awards have been granted to date under the Plan.

12. Future Minimum Rental Receipts Under Non-Cancellable Leases

The following schedule indicates approximate future minimum rental receipts due under non-cancellable operating leases for real estate properties, by year, as of December 31, 2016:

Year ending December 31,	Future Minimum Rental Receipts

2017	$	14,113
2018		11,456
2019		9,106
2020		5,244
2021		3,420
Thereafter		5,554

Total minimum rental receipts	$	48,893

F- 22

Plymouth Industrial REIT, Inc.

Notes to Consolidated Financial Statements

( all dollar amounts in thousands, except share and per share data )

13. Commitments and Contingencies

Operating Leases

The Company leases space for its corporate office under the terms of a lease. Rental expense for operating leases, including common-area maintenance, was $292 in 2016 and $328 in 2015. Future amounts of minimum future annual rental commitments under the operating lease as of December 31, 2016 were $216 for 2017, $221 for 2018, $225 for 2019. and $57 for 2020.

Employment Agreements

The Company has entered into employment agreements with the Company’s current Chief Executive Officer, President and Chief Investment Officer, and Vice President and Chief Financial Officer. As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $200 to $300 annually with discretionary cash performance awards. The agreements contain provisions for equity awards, general benefits, and termination and severance provisions, consistent with similar positions and companies.

Legal Proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expense as incurred the costs related to such legal proceedings.

14. Retirement Plan

The Company in December, 2014 funded individual SEP IRA retirement accounts for all employees. The Company has accrued a contribution for 2016 in the amount of $264, which is included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheet at December 31, 2016. No contribution was made for 2015. The Company has no control or administrative responsibility related to the individual accounts and is not obligated to fund in future years.

15. Subsequent Events

As discussed in Note 1, on March 3, 2017, the Company entered a letter of agreement with Torchlight, which included the following provisions, in anticipation of the Company filing a Registration Statement on Form S-11 and completing an initial public offering:

the redemption date of the redeemable preferred member interest was extended from January 17, 2017 to May 17, 2017.

The balance of the redeemable preferred member interest is fixed at $25,000 as of March 3, 2017 and the preferred interest will bear no interest or be entitled to any additional preferential returns. Of the amount due, the Company will pay Torchlight $20,000 in cash and $5,000 in shares of common stock upon the completion of the initial public offering. Restricted cash in the amount of $5,582, which was included on the consolidated balance sheet at December 31, 2016, had been applied to the amount due under the redeemable preferred member interest in February 2017.

The Company has the right to terminate the TL Participation described in Note 6 in consideration for the private issuance of warrants to Torchlight to acquire 250,000 shares of our common stock, which we expect to issue concurrently with the closing of this offering.

In the event the Company does not make the required payment by May 17, 2017, Torchlight has the right to acquire the Company’s ownership in 20 LLC for $1.

F- 23

Schedule III

Plymouth Industrial REIT, Inc.

Real Estate Properties and Accumulated Depreciation

December 31, 2016 ($ in thousands)

			Initial Costs to the Company			Gross Amounts at Close of Period
Metro Area	Address	Encumbrances	Land	Building and Improvements	Costs capitalized Subsequent to Acquisition	Land	Building and Improvements	Total	Accumulated Depreciation (3)	Year Acquired	Year Built/ Renovated (2)	Depreciable Life (in years)

Chicago, IL	3940 Stern Avenue	(1)	$ 1,156	$ 5,141	$ -	$ 1,156	$ 5,141	$ 6,297	$ 736	2014	1987	16
Chicago, IL	1875 Holmes Road	(1)	1,591	5,205	-	1,591	5,205	6,796	792	2014	1989	16
Chicago, IL	1355 Holmes Road	(1)	1,012	2,789	132	1,012	2,921	3,933	419	2014	1975/1999	16
Chicago, IL	2401 Commerce Drive	(1)	486	4,598	188	486	4,786	5,272	447	2014	1994	28
Chicago, IL	189 Seegers Road	(1)	470	1,381	9	470	1,390	1,860	150	2014	1972	21
Chicago, IL	11351 W. 183rd Street	(1)	361	1,674	-	361	1,674	2,035	160	2014	2000	34
Cincinnati, OH	Mosteller Distribution Center	(1)	1,501	9,424	-	1,501	9,424	10,925	1,611	2014	1959	14
Cincinnati, OH	4115 Thunderbird Lane	(1)	275	2,093	-	275	2,093	2,368	247	2014	1991	22
Florence, KY	7585 Empire Drive	(1)	644	2,656	-	644	2,656	3,300	585	2014	1973	11
Columbus, OH	3500 Southwest Boulevard	(1)	1,488	16,730	-	1,488	16,730	18,218	1,895	2014	1992	22
Columbus, OH	3100 Creekside Parkway	(1)	1,205	9,602	-	1,205	9,602	10,807	920	2014	2004	27
Columbus, OH	8288 Green Meadows Dr.	(1)	1,107	8,413	-	1,107	8,413	9,520	1,274	2014	1988	17
Columbus, OH	8273 Green Meadows Dr.	(1)	341	2,266	12	341	2,278	2,619	247	2014	1996/2007	27
Columbus, OH	7001 American Pkwy	(1)	331	1,416	28	331	1,444	1,775	197	2014	1986/2007 & 2012	20
Memphis, TN	6005, 6045 & 6075 Shelby Dr.	(1)	488	4,918	39	488	4,957	5,445	691	2014	1989	19
Jackson, TN	210 American Dr.	(1)	928	10,441	74	928	10,515	11,443	1,974	2014	1967/1981 & 2012	13
Altanta, GA	32 Dart Road	(1)	257	4,453	215	257	4,668	4,925	620	2014	1988	18
Portland, ME	56 Milliken Road	(1)	1,418	7,412	97	1,418	7,509	8,927	1,010	2014	1966/1995, 2005, 2013	20
Marlton, NJ	4 East Stow Road	(1)	1,580	6,953	22	1,580	6,975	8,555	932	2014	1986	22
Cleveland, OH	1755 Enterprise Parkway	(1)	1,412	12,281	373	1,412	12,654	14,066	1,120	2014	1979/2005	27

Total Real Estate Owned			$ 18,051	$ 119,846	$ 1,189	$18,051	$ 121,035	$139,086	$ 16,027

Note (1) These properties secure the $120,000 Senior Secured Debt and $30,000 Mezzanine Debt.

Note (2) Renovation means significant upgrades, alterations, or additions to building interiors or exteriors and/or systems.

Note (3) Depreciation is calculated over the remaining useful life of the respective property as determined at the time of the purchase allocation, ranging from 11- 34 years for buildings and 3-13 years for improvements

As of December 31, 2016 the aggregate basis for Federal tax purposes of investments in real estate was approximately $150,506.

F- 24

Plymouth Industrial REIT, Inc.

Real Estate Properties and Accumulated Depreciation

December 31, 2016 and 2015 ($ in thousands)

	Year Ended December 31,
	2016		2015
Real Estate
Balance at the beginning of the year	$	138,236	$	138,112

Additions during the year		850		124

Balance at the end of the year	$	139,086	$	138,236

Accumulated Depreciation
Balance at the beginning of the year	$	8,522	$	1,004

Depreciation expense		7,505		7,518

Balance at the end of the year	$	16,027	$	8,522

F- 25

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31. Other Expenses of Issuance and Distribution.

The following table sets forth the fees and expenses, other than underwriting discounts, payable by the registrant in connection with the issuance and distribution of the common stock offered hereby. All amounts are estimated except the SEC registration fee and the FINRA filing fee.

SEC registration fee	$	22,218
NYSE listing fee		*
FINRA filing fee	$	26,375
Printing and engraving expenses		*
Legal fees and expenses (other than Blue Sky)		*
Accounting fees and expenses		*
Transfer agent fees and expenses		*
Blue Sky filing fees and expenses		*
Miscellaneous		*
Total		*

___________________

* To be filed by amendment.

Item 32. Sales to Special Parties.

Not applicable.

Item 33. Recent Sales of Unregistered Securities.

Not applicable.

Item 34. Indemnification of Directors and Officers.

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains a provision which eliminates our directors' and officers' liability to the maximum extent permitted by Maryland law.

Maryland law requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that: (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; (b) the director or officer actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

II- 1

Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify any present or former director or officer or any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in any of the foregoing capacities and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served a predecessor of our company in any of the capacities described above and any employees or agents of our company or a predecessor of our company. Furthermore, our officers and directors are indemnified against specified liabilities by the underwriters, and the underwriters are indemnified against certain liabilities by us, under the underwriting agreement relating to this offering. See "Underwriting."

We intend to enter into indemnification agreements with each of our executive officers and directors whereby we indemnify such executive officers and directors to the fullest extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions. These indemnification agreements also provide that upon an application for indemnity by an executive officer or director to a court of appropriate jurisdiction, such court may order us to indemnify such executive officer or director. We will also purchase and maintain insurance on behalf of all of our directors and officers against liability asserted against or incurred by them in their official capacities with us, whether or not we are required or have the power to indemnify them against the same liability.

In addition, our directors and officers are indemnified for specified liabilities and expenses pursuant to the partnership agreement of Plymouth Industrial OP, LP, the partnership of which we serve as sole general partner.

The foregoing summaries are necessarily subject to the complete text of the Maryland General Corporation Law, our articles of incorporation and bylaws, the indemnification agreements to be entered into between us and each of our directors and officers, and the partnership agreement of Plymouth Industrial OP, LP, and are qualified in their entirety by reference thereto.

Item 35. Treatment of Proceeds from Stock Being Registered.

None.

Item 36. Financial Statements and Exhibits.

(a) Financial Statements. See page F-1 for an index to the financial statements included in this registration Statement and the prospectus.

(b) Exhibits. The list of exhibits filed with or incorporated by reference in this Registration Statement is set forth in the Exhibit Index following the signature pages herein.

Item 37. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II- 2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Amendment No. 4 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on March 29, 2017.

PLYMOUTH INDUSTRIAL REIT, INC.


By:	/s/ JEFFREY E. WITHERELL
	Name:	Jeffrey E. Witherell
	Title:	Chief Executive Officer

Each person whose signature appears below hereby constitutes and appoints Jeffrey Witherell and Pendleton P. White, Jr. and each of them, as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all pre- or post-effective amendments to this registration statement, and to sign any and all registration statements relating to the same offering of securities as this registration statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the foregoing, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and such other authorities as he deems appropriate, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or such substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ JEFFREY E. WITHERELL	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	March 29, 2017
Jeffrey E. Witherell		March 29, 2017

/s/ DANIEL C. WRIGHT	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 29, 2017
Daniel C. Wright		March 29, 2017

/s/ PENDLETON P. WHITE, JR.	President, Chief Investment Officer and Director	March 29, 2017
Pendleton P. White, Jr.	President, Chief Investment Officer and Director	March 29, 2017

/s/ MARTIN BARBER	Director	March 29, 2017
Martin Barber	Director	March 29, 2017

II- 3

EXHIBIT INDEX

Exhibit
Number		Description
1.1		Form of Underwriting Agreement**
3.1		Second Articles of Amendment and Restatement of Plymouth Industrial REIT, Inc.***
3.2		Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Plymouth Industrial REIT, Inc. (File No. 333-173048) filed on September 10, 2014)
5.1		Opinion of Winston & Strawn LLP regarding the validity of the securities being registered**
8.1		Opinion of Dentons US LLP regarding tax matters*
10.1		Amended and Restated Agreement of Limited Partnership of Plymouth Industrial OP, LP***
10.2		Plymouth Industrial REIT, Inc. and Plymouth Industrial OP LP 2014 Incentive Award Plan†***
10.3		Employment Agreement with Jeffrey E. Witherell, dated as of September 10, 2014 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Plymouth Industrial REIT, Inc. (File No. 333-173048) filed on November 3, 2014)†
10.4		Employment Agreement with Pendleton P. White, Jr., dated as of September 10, 2014 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Plymouth Industrial REIT, Inc. (File No. 333-173048) filed on November 3, 2014)†
10.5		Employment Agreement with Daniel C. Wright, dated as of September 10, 2014 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Plymouth Industrial REIT, Inc. (File No. 333-173048) filed on November 3, 2014)†
10.6		Form of Indemnification Agreement between Plymouth Industrial REIT, Inc. and its directors and officers**
10.7		Limited Liability Company Agreement of Plymouth Industrial 20 LLC*
10.8		Amended and Restated Promissory Note (AGLIC), dated November 18, 2016, in the original principal amount of $66,240,000.00, made payable to the order of AGLIC, as Holder, by Borrowers, as Maker (copy; original sent to Lender upon closing of the Mosteller Future Funding)*
10.9		Amended and Restated Promissory Note (AHAC), dated November 18, 2016, in the original principal amount of $21,900,000.00, made payable to the order of AHAC, as Holder, by Borrowers, as Maker (copy; original sent to Lender upon closing of the Mosteller Future Funding)*
10.10		Amended and Restated Promissory Note (NUFIC), dated November 18, 2016, in the original principal amount of $21,900,000.00, made payable to the order of NUFIC, as Holder, by Borrowers, as Maker (copy; original sent to Lender upon closing of the Mosteller Future Funding)*
10.11		Amended and Restated Promissory Note (USLIC), dated November 18, 2016, in the original principal amount of $9,960,000.00, made payable to the order of USLIC, as Holder, by Borrowers, as Maker (copy; original sent to Lender upon closing of the Mosteller Future Funding)*
10.12		Loan Agreement, dated October 17, 2016, by and among American General Life Insurance Company, American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA. and The United States Life Insurance Company in the City of New York, collectively as Lender, and the Borrowers named therein.*
10.13		Mezzanine Loan Agreement, dated as of October 17, 2016, by and between DOF IV REIT Holdings, LLC, as Lender, and Plymouth Industrial 20, LLC, as Borrower.*
10.14		$30,000,000 Promissory Note made payable to DOF IV REIT Holdings, LLC by Plymouth Industrial 20, LLC.*
10.15		Letter Agreement, dated as of March 3, 2017, by and between Torchlight Investors, LLC and Plymouth Industrial REIT, Inc.*
10.16		Form of Warrant Agreement**
10.17		Form of Stockholders Agreement**
10.18		Form of TL Participation Termination Agreement**
10.19		Form of Amendment to Limited Liability Company Agreement of Plymouth Industrial 20 LLC**
21.1		List of Subsidiaries**
23.1		Consent of Winston & Strawn LLP (included in Exhibit 5.1)**
23.2		Consent of Dentons US LLP(included in Exhibit 8.1)**
23.3		Consent of Marcum LLP*
24.1		Power of Attorney (included in the Signature Page)
99.1		Consent of Philip S. Cottone*
99.2		Consent of Richard J. DeAgazio*
99.3		Consent of David G. Gaw*

___________________

Filed herewith.

	**	To be filed by amendment.
	***	Previously filed.

†

Compensatory plan or arrangement.

II- 4

March 29, 2017

Board of Directors

Plymouth Industrial REIT, Inc.

260 Franklin Street, 19th Floor

Boston, Massachusetts 02110

Re: REIT Tax Opinion

Ladies and Gentlemen:

We have acted as counsel to Plymouth Industrial REIT, Inc., a Maryland corporation (the “ Company ”), in connection with the preparation of a registration statement on Form S-11 (the “ Registration Statement ”) filed with the Securities and Exchange Commission (“ SEC ”) on March ___, 2017. This opinion letter is being provided at your request in connection with the filing of the Registration Statement.

In connection with rendering the opinions expressed below, we have examined originals (or copies identified to our satisfaction as true copies of the originals) of the following documents (collectively, the “ Reviewed Documents ”):

(1) the Registration Statement;

(2) the Second Articles of Amendment and Restatement of the Company (the “ Charter ”);

(3) the Company’s Bylaws, as amended (the “ Bylaws ”);

(4) the Limited Partnership Agreement of Plymouth Industrial OP, LP (“ Plymouth Industrial OP ”);

(5) the organizational documents of the subsidiaries of the Company and Plymouth Industrial OP; and

(6) such other documents as may have been presented to us by the Company from time to time.

In addition, this opinion letter is subject to and conditioned upon the representations contained in a written officer’s certificate to counsel executed by an officer of the Company and dated as of the date thereof (the “ Certificate ”). The initial and continuing truth and accuracy of the representations (and the performance of all covenants) contained in the Certificate at all relevant times constitutes an integral basis for the opinions expressed herein, and this opinion letter is conditioned upon the initial and continuing truth and accuracy of such representations (and the performance of all of such covenants) at all relevant times.

For purposes of this opinion letter, we have not made an independent investigation of the facts set forth in the Reviewed Documents, the Certificate, or any other documents or instruments that we reviewed. We consequently have assumed that the information presented in such documents or otherwise furnished to us accurately and completely describes all material facts relevant to our opinions. Any representation or

March 29, 2017
Page 2

statement in any document upon which we rely that is made “to the best of knowledge” or otherwise similarly qualified is assumed to be correct. Any alteration of such facts may adversely affect our opinions (in which event such opinions may not be relied upon).

In our review, we have assumed, with your consent, that all of the representations and statements of a factual nature set forth in the Reviewed Documents, the Certificate, and any other documents and instruments that we reviewed in connection with this opinion letter are true and correct, and all of the obligations imposed by any such documents on the parties thereto have been and will be performed or satisfied in accordance with their terms. We have also assumed the genuineness of all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to originals of documents submitted to us as copies, and the authenticity of the originals from which any copies were made. We have also assumed that all records made available to us are accurate and complete.

The opinions set forth in this opinion letter are based on relevant provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”), the regulations promulgated thereunder by the United States Department of the Treasury (“ Regulations ”) (including proposed and temporary Regulations), and interpretations of the foregoing as expressed in court decisions, the legislative history, and existing administrative rulings and practices of the Internal Revenue Service (“ IRS ”), including its practices and policies in issuing private letter rulings, which are not binding on the IRS except with respect to a taxpayer that receives such a ruling, all as of the date hereof.

In rendering these opinions, we have assumed that the transactions contemplated by the Reviewed Documents will be consummated in accordance with the terms and provisions of such documents, and that such documents accurately reflect the material facts of such transactions. In addition, the opinions are based on the assumption that the Company, Plymouth Industrial OP, and their respective subsidiaries will each be operated in the manner described in the Registration Statement and the Charter, Bylaws, the Limited Partnership Agreement of Plymouth Industrial OP, and the other organizational documents of each such entity and their subsidiaries, as the case may be, and all terms and provisions of such agreements and documents will be complied with by all parties thereto. We have also assumed, without investigation, that all documents, certificates, representations, warranties and covenants upon which we have relied in rendering the opinions set forth below and that were given or dated earlier than the date of this opinion letter continue to remain accurate, insofar as relevant to the opinions set forth herein, from such earlier date through and including the date of this opinion letter.

It should be noted that statutes, regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinions could affect our conclusions. Furthermore, if the facts vary from those relied upon (including any representations, warranties, covenants, or assumptions upon which we have relied are inaccurate, incomplete, breached, or ineffective), our opinions might be adversely affected and if so may not be relied upon. Moreover, the qualification and taxation of the Company as a real estate investment trust under Sections 856 through 860 of the Code (a “ REIT ”) depends upon its ability to meet, through actual annual operating results, distribution levels and diversity of share ownership and the various qualification tests imposed under the Code, the results of which will not be reviewed by the undersigned. Accordingly, no assurance can be given that the actual results of the operations of the Company for any one taxable year will satisfy such requirements.

March 29, 2017
Page 3

Based upon and subject to the foregoing, we are of the opinion that:

(i) the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code for the taxable year ended December 31, 2012, through the taxable year ended December 31, 2016, and the Company’s current organization and current intended method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT beginning with the Company’s taxable year ending December 31, 2017; and

(ii) the discussion in the Registration Statement, under the heading “Material U.S. Federal Income Tax Considerations”, to the extent that it constitutes matters of federal income tax law or legal conclusions relating thereto, is correct in all material respects.

The foregoing opinions are limited to the matters specifically discussed herein, which are the only matters to which you have requested our opinions. Other than as expressly stated above, we express no opinion on any issue relating to the Company or to any investment therein.

For a discussion relating the law to the facts and the legal analysis underlying the opinions set forth in this letter, we incorporate by reference the discussions of federal income tax issues, which we assisted in preparing, in the discussion in the Registration Statement under the heading “Material U.S. Federal Income Tax Considerations.” We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion letter, and we are not undertaking to update the opinion letter from time to time. You should be aware that an opinion of counsel represents only counsel’s best legal judgment, and has no binding effect or official status of any kind, and that no assurance can be given that contrary positions may not be taken by the IRS or that a court considering the issues would not hold otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to Dentons US LLP contained in the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the SEC.

Very truly yours,

/s/ Dentons US LLP

EXECUTION VERSION

Title of Document

LIMITED LIABILITY COMPANY AGREEMENT

Name of Company

PLYMOUTH INDUSTRIAL 20 LLC

Property

Commercial Properties located in Georgia, Illinois, Kentucky,

Maine, New Jersey, Ohio and Tennessee

Members

DOF IV PLYMOUTH PM, LLC

PLYMOUTH INDUSTRIAL 20 FINANCIAL LLC

Independent Managers

JENNIFER SCHWARTZ

RICARDO BEAUSOLEIL

Date

As of October 17, 2016

TABLE OF CONTENTS

			Page
ARTICLE 1 FORMATION AND ORGANIZATION			2
	Section 1.1.	Formation	2
	Section 1.2.	Basic Rights of Members	2
	Section 1.3.	Name	2
	Section 1.4.	Term	2
	Section 1.5.	Business	2
	Section 1.6.	Principal Place of Business; Registered Office and Agent	3
ARTICLE 2 CAPITAL CONTRIBUTIONS			3
	Section 2.1.	Capital Contributions	3
	Section 2.2.	Additional Capital Contributions	3
	Section 2.3.	Failure to Make Additional Capital Contributions	3
	Section 2.4.	Deposit in Working Capital Account; Credit to Capital Account	4
	Section 2.5.	Return of or on Capital Contributions	4
	Section 2.6.	No Deficit Restoration	4
	Section 2.7.	No Further Capital Contribution Requirements	4
	Section 2.8.	Guarantee and Indemnity Payments	4
ARTICLE 3 FINANCING AND OTHER CAPITAL TRANSACTIONS			4
	Section 3.1.	Approved Financing	4
	Section 3.2.	Execution of and Compliance with Loan Documents	5
	Section 3.3.	Additional Financing and Refinancing of Existing Financing	5
	Section 3.4.	Limitations on Responsibilities of Preferred Member and its Affiliates	5
	Section 3.5.	Indemnity Agreement	6
ARTICLE 4 DISTRIBUTIONS			6
	Section 4.1.	Distributions of Available Cash from Operations and Net Capital Transaction Proceeds	6
	Section 4.2.	Mandatory Redemption of Preferred Member Equity	7
ARTICLE 5 MANAGEMENT OF COMPANY			11
	Section 5.1.	Role of Members	11
	Section 5.2.	Major Decisions	11
	Section 5.3.	Agreements with Affiliates of Sponsor Member	13
	Section 5.4.	Managing Member	13
	Section 5.5.	Removal of Managing Member	17
	Section 5.6.	Removal of Persons Affiliated with Managing Member	18
	Section 5.7.	Intentionally Omitted	19
	Section 5.8.	Approved Budgets	19
	Section 5.9.	Other Disclosures	20
	Section 5.10.	Preferred Asset Manager	20
	Section 5.11.	Power of Attorney	21
	Section 5.12.	Role of Non-Managing Member	22
	Section 5.13.	Working Capital Funds	22
ARTICLE 6 REPRESENTATIONS AND COVENANTS			23
	Section 6.1.	Representations of Sponsor Member	23
	Section 6.2.	Representations of Preferred Member	26
	Section 6.3.	Representations Regarding Brokerage Commissions	27

	Section 6.4.	Covenants of Sponsor Member and Sponsor Principals	28
	Section 6.5.	Limitation of Liability of Preferred Member and Affiliates	28
	Section 6.6.	Single Purpose Entity Requirements	29
	Section 6.7.	Noncompetition	33
ARTICLE 7 INTENTIONALLY OMITTED			33
ARTICLE 8 TRANSFERS OF MEMBERSHIP INTERESTS AND INTERESTS IN MEMBERS			34
	Section 8.1.	General Restriction	34
	Section 8.2.	Permitted Transfers	34
	Section 8.3.	Compliance with Loan Documents	34
	Section 8.4.	Permitted Affiliates of Sponsor Member	34
	Section 8.5.	Compliance with Loan Documents	35
	Section 8.6.	Partial Transfers	36
	Section 8.7.	Transfer of Entire Member Interest	36
	Section 8.8.	Additional Restrictions	37
	Section 8.9.	Pledge of Membership Interests	37
ARTICLE 9 RIGHTS AND DUTIES OF MEMBERS			38
	Section 9.1.	Relationship of Members	38
	Section 9.2.	Limitation of Authority	38
	Section 9.3.	Limitation of Members’ Liability	38
	Section 9.4.	Other Activities	38
	Section 9.5.	Confidentiality	39
	Section 9.6.	No Partition	39
ARTICLE 10 INDEMNIFICATION			39
	Section 10.1.	Indemnification by Company	39
	Section 10.2.	Indemnification by Member	40
	Section 10.3.	Indemnification by Transferring Member	40
	Section 10.4.	Limitations on Indemnification	40
	Section 10.5.	Indemnification Procedures and Restrictions	41
	Section 10.6.	Use of Distributions to Satisfy Indemnification Obligations	42
	Section 10.7.	Indemnification Not Exclusive	42
	Section 10.8.	Insurance	42
	Section 10.9.	Survival of Indemnification Obligations	43
ARTICLE 11 FINANCIAL AND ACCOUNTING MATTERS			43
	Section 11.1.	Books and Records	43
	Section 11.2.	Bank Accounts	43
	Section 11.3.	Intentionally Omitted	44
	Section 11.4.	Annual Reports	44
	Section 11.5.	Reports under Loan Documents	44
	Section 11.6.	Reports under Property Management Agreement and Development Agreement	44
	Section 11.7.	Information Requests	44
ARTICLE 12 TAX MATTERS			44
	Section 12.1.	Taxation as Partnership	44
	Section 12.2.	Capital Accounts; Tax Allocations	45
	Section 12.3.	Tax Matters Member; Tax Audits	45
	Section 12.4.	Tax Elections	45

	Section 12.5.	Tax Returns	45
	Section 12.6.	Withholding Taxes	46
	Section 12.7.	REIT Status	46
ARTICLE 13 DISSOLUTION AND WINDING UP			46
	Section 13.1.	Events Resulting in Dissolution	46
	Section 13.2.	Procedure	47
ARTICLE 14 NOTICES			48
	Section 14.1.	Notices	48
	Section 14.2.	Addresses for Notices	48
	Section 14.3.	Notice of Deadline	49
	Section 14.4.	Change of Address	49
ARTICLE 15 MISCELLANEOUS			50
	Section 15.1.	Entire Agreement	50
	Section 15.2.	Amendments	50
	Section 15.3.	Successors and Assigns	50
	Section 15.4.	No Third Party Beneficiaries	50
	Section 15.5.	Governing Law	50
	Section 15.6.	Jurisdiction; Choice of Forum	50
	Section 15.7.	WAIVER OF JURY TRIAL	50
	Section 15.8.	Severability	51
	Section 15.9.	Cumulative Remedies	51
	Section 15.10.	No Waiver	51
	Section 15.11.	Counterparts	51
	Section 15.12.	Email Signature	51

Schedules and Exhibits

Schedule 1	Fee Subsidiaries and Properties
Schedule 3.1(a)	Senior Loan Documents
Schedule 3.1(b)	Mezzanine Loan Documents
Schedule 6.1	Exceptions to Representations by Sponsor Member and Sponsor Principals
Schedule 6.1(a)(2)	Detailed Description or Chart Showing Ownership of Sponsor Member
Schedule 6.8	Exceptions to Noncompetition Provision
Exhibit A	Definitions
Exhibit B	Description of Major Decisions
Exhibit C	List of Major Decisions Already Approved
Exhibit D	Approved Business Plan
Exhibit E	Approved Budget
Exhibit F	Intentionally Omitted
Exhibit G	Intentionally Omitted
Exhibit H	Form of Assignment and Assumption Agreement
Exhibit I	Capital Accounts; Tax Allocations
Exhibit J	List of Qualified Organizations
Exhibit K	Form of Sponsor Principal Indemnity Agreement
Exhibit L	Redemption and Withdrawal Agreement
Exhibit M	TCG 5400 FIB Assignment
Exhibit N	TL Distribution Agreement
Exhibit O	Plymouth Distribution Agreement

iii

LIMITED LIABILITY COMPANY AGREEMENT

PLYMOUTH INDUSTRIAL 20 LLC

Introduction

This LIMITED LIABILITY COMPANY AGREEMENT (“ Agreement ”) is dated as of October 17 ^th , 2016 (“ Effective Date ”) and is made between PLYMOUTH INDUSTRIAL 20 FINANCIAL LLC , a Delaware limited liability company (“ Sponsor Member ”) and DOF IV PLYMOUTH PM, LLC , a Delaware limited liability company (“ Preferred Member ”) and JENNIFER SCHWARTZ , an individual, and RICARDO BEAUSOLEIL , an individual, each as an Independent Manager (as hereinafter defined). The address and principal place of business and telephone and email addresses of each Member are set forth in Section 14.2 . Exhibit A to this Agreement sets forth the definitions of capitalized words and phrases used in this Agreement as well as rules for interpreting other words and phrases. For good and valuable consideration, the receipt and adequacy of which are acknowledged, the Members agree to the following terms and conditions.

Recitals

WHEREAS, the purpose and business of the Company is (i) to own 100% of the membership interest in each of the entities listed on attached Schedule 1 (“ Fee Subsidiaries ” or “ Subsidiaries ”) and (ii) to obtain a mezzanine loan in the maximum principal amount of $30,000,000 from DOF IV REIT Holdings, LLC dated as of even date herewith;

WHEREAS, the purpose and business of each Fee Subsidiary is (i) to own a fee interest in the applicable Properties described on attached Schedule 1 and (ii) to obtain a mortgage loan from the Senior Lender dated as of even date herewith;

WHEREAS, as a condition precedent to the funding of the Capital Contribution pursuant to Section 2.1(a)(1) , the Sponsor Member or its Affiliate shall execute and deliver to the Preferred Member (i) the Redemption and Withdrawal Agreement in the form attached hereto as Exhibit L (“ Redemption and Withdrawal Agreement ”), (ii) the Assignment of Limited Partner Interest relating to the equity interest of Plymouth Industrial OP, LP (f/k/a Plymouth Opportunity OP LP) in TCG 5400 FIB LP (the “ Transferred TCG Interest ”) in the form annexed hereto as Exhibit M (the “ TCG Assignment ”), (iii) the Distribution Agreement relating to the distribution of the limited liability company membership interest of Plymouth Industrial 20 LLC in Plymouth Mosteller LLC (the “ Mosteller Membership Interest ”) to DOF IV PLYMOUTH PM, LLC in the form annexed hereto as Exhibit N (the “ TL Distribution Agreement ”), and (iv) the Distribution Agreement relating to the distribution of the Mosteller Membership Interest from Plymouth Industrial 20 LLC to Plymouth Industrial OP, LP in the form annexed hereto as Exhibit O (the “ Plymouth Distribution Agreement ”), each concurrently with the delivery of a signed counterpart of this Agreement to the Preferred Member; and

WHEREAS, DOF IV REIT, LLC, a Delaware limited liability company (“ DOF IV REIT ”), funded the Capital Contribution pursuant to Section 2.1(a)(1) through a contribution to the Company of a portion of (i) that certain Promissory Note (Tranche A), dated as of October 28, 2104, by Plymouth Industrial OP, LP and payable to the order of DOF IV REIT (as assignee), (ii) that certain Promissory Note (Tranche B), dated as of October 28, 2104, by Plymouth Industrial OP, LP and payable to the order of DOF IV REIT (as assignee) and (iii) that certain Promissory Note (Tranche C), dated as of October 28, 2104, by Plymouth Industrial OP, LP and payable to the order of DOF IV REIT (as assignee), in exchange for the interest of the Preferred Member described herein, which interest DOF IV has directed be titled directly to Preferred Member as a contribution by DOF IV REIT of such interest to the Preferred Member immediately after its issuance;

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Members hereby agree to the following:

Terms and Conditions

Article 1
FORMATION AND ORGANIZATION

Section 1.1. Formation . The Company was formed as a limited liability company on September 9, 2016 by the filing of its Certificate of Formation with the Delaware Secretary of State pursuant to the Delaware Act.

Section 1.2. Basic Rights of Members . The Members hereby enter into this Agreement to set forth certain rights and obligations of the Members, the procedures for managing and operating the Company and related matters. The Members intend and agree that this Agreement is for all purposes the “limited liability company agreement” of the Company as defined in the Delaware Act. Except to the extent stated in this Agreement, (a) the rights and obligations (i) of the Company and its Members and (ii) among the Members and (b) the management, operation, termination and dissolution of the Company shall be governed by the provisions of the Delaware Act.

Section 1.3. Name . The business of the Company shall be conducted under the name “PLYMOUTH INDUSTRIAL 20 LLC” or such other name as the Members may hereafter Approve as a Major Decision.

Section 1.4. Term . The existence of the Company commenced on the date of filing its Certificate of Formation and shall terminate on the twenty-fifth (25 ^th ) anniversary of the Effective Date (“ Term ”), unless terminated or dissolved earlier pursuant to the terms of this Agreement.

Section 1.5. Business . The business of the Company is solely to (a) acquire, own, hold, manage, maintain, sell, exchange and otherwise use the limited liability company interests in the Subsidiaries, (b) acquire, own, hold, manage, maintain, operate, improve, develop, construct, sell, exchange, lease and otherwise use the Properties for profit, directly or indirectly through the Subsidiaries, (c) borrow money and issue evidence of indebtedness to finance the activities set forth in clauses (a) and (b) above, either directly or indirectly through the Subsidiaries and (d) do any and all other acts or things that may be incidental or necessary to carry on the business of the Company as described in clauses (a), (b) and (c) above. The Company is not authorized to and shall not engage in any business other than as described in this Section.

Section 1.6. Principal Place of Business; Registered Office and Agent . The principal place of business of the Company shall be located at c/o Plymouth Industrial OP, LP, 260 Franklin Street, 19 ^th Floor, Boston, Massachusetts 02110 or at such other location as shall be Approved by the Members. The registered office of the Company in the State of Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 and the registered agent for service of process on the Company at its registered office shall be c/o The Corporation Trust Company.

Article 2
CAPITAL CONTRIBUTIONS

Section 2.1. Capital Contributions .

(a) The Members have contributed (or deemed contributed) the following amounts to the capital of the Company as of the Effective Date:

(1) Sponsor Member: $1.00 (representing a 0.5% Membership Interest); and

(2) Preferred Member: $38,677,256.56 (representing a 99.5% Membership Interest).

(b) The Preferred Member is contributing to the Company $38,677,256.56 of the Preferred Member’s contribution set forth in Section 2.1(a) as of the Effective Date. Amounts previously expended on Acquisition Costs shall be deemed for all purposes to have been contributed to the Company on the Effective Date.

Section 2.2. Additional Capital Contributions . Either Member may request in writing that the Sponsor Member contribute additional capital to the Company to pay Necessary Expenses. The Sponsor Member shall make its additional Capital Contributions within ten (10) Business Days (or such shorter time period as may be appropriate under the circumstances, but in no event less than five (5) Business Days) after the date of receipt of Notice of the request for such additional Capital Contribution, which Notice shall include a detailed written description of the Necessary Expenses required to be paid, together with supporting information and data which are reasonably available at such time. If Sponsor Member fails to fund its required portion of the requested additional Capital Contribution, the Preferred Member shall be entitled to proceed as described in Section 2.3 . Any additional capital contributed by the Sponsor Member pursuant to this Section 2.2 shall be treated for all purposes (including with respect to distributions to be made under Article 4 ) the same as the initial Capital Contributions made by the Sponsor Member in accordance with Section 2.1 , as of the date of such contribution.

Section 2.3. Failure to Make Additional Capital Contributions . If the Sponsor Member does not fund the requested additional Capital Contribution in accordance with Section 2.2 within the time specified, then the Preferred Member may elect to make the additional Capital Contribution (“ Priority Additional Capital Contribution ”) to the Company on behalf of the Sponsor Member for all amounts requested pursuant to Section 2.2 . If the Preferred Member makes a Priority Additional Capital Contribution pursuant to this Section 2.3 , then the Preferred Member shall receive distributions with respect to the Priority Additional Capital Contribution as described in Section 4.1(c) before any distributions are made with respect to Capital Contributions made by the Sponsor Member pursuant to Sections 2.1 and 2.2 or any returns thereon.

Section 2.4. Deposit in Working Capital Account; Credit to Capital Account . Each Capital Contribution by a Member to the Company pursuant to Section 2.1, 2.2 or 2.3 shall be (a) wired to or deposited in the Working Capital Account of the Company by the Member and (b) credited to the Capital Account of that Member as of the date such Capital Contribution is received by the Company from the Member.

Section 2.5. Return of or on Capital Contributions . Except as expressly provided in this Agreement, (a) no Member shall receive any return or distribution of its Capital Contributions, (b) no Member shall receive any interest or other return on or with respect to its Capital Contributions and (c) no Member shall be entitled to withdraw any part of its Capital Contributions.

Section 2.6. No Deficit Restoration . No Member shall have any Obligation to restore any deficit in its Capital Account. No allocation to any Member of any loss or deduction, whether attributable to depreciation or otherwise, shall create any Obligation of that Member to the Company or any other Member, even if the allocation reduces such Member’s Capital Account or creates or increases a deficit in its Capital Account. The Members intend and agree that no Member shall be obligated to pay any deficit in its Capital Account to or for the account of the Company or any creditor of the Company.

Section 2.7. No Further Capital Contribution Requirements . Except as stated in this Agreement or as otherwise agreed by all of the Members, no Member shall be required to make any additional Capital Contribution to the Company.

Section 2.8. Guarantee and Indemnity Payments . Any payment made by a Member pursuant to or in lieu of any guarantee or environmental indemnity entered into pursuant to or in connection with the requirements of the Loan Documents or any other Obligation of the Company or the Subsidiaries shall be treated as a Capital Contribution or additional Capital Contribution by such Member. However, no such Member or any Affiliate or any Sponsor Principal shall be entitled to return, reimbursement or indemnification of such payment by the Company, the Subsidiaries or any other Member or its Affiliates in any manner or form until all amounts due to the Preferred Member under this Agreement have been paid to the Preferred Member.

Article 3
FINANCING AND OTHER CAPITAL TRANSACTIONS

Section 3.1. Approved Financing .

(a) Senior Loan . The Members hereby approve (i) the borrowing by the Fee Owners in the aggregate amount of up to $120,000,000 (individually or collectively as the context requires, “ Senior Loan ”) from Senior Lender pursuant to the Senior Loan Documents and (ii) the Senior Loan Documents.

(b) Mezzanine Loan . The Members hereby approve (i) the borrowing by the Company of up to $30,000,000 (“ Mezzanine Loan ”) from DOF IV REIT Holdings, LLC (“ Mezzanine Lender ”) pursuant to the Mezzanine Loan Documents and (ii) the Mezzanine Loan Documents.

Section 3.2. Execution of and Compliance with Loan Documents .

(a) Execution . The Existing Financing has been Approved by the Members as a Major Decision; and the Managing Member is hereby authorized to execute and deliver all Loan Documents evidencing or securing such Existing Financing.

(b) Compliance . The Managing Member shall use its good faith efforts to cause the Company and the Subsidiaries to comply with all covenants, terms and conditions of all Loan Documents to the extent that the Company and the Subsidiaries have the financial and other resources available to do so.

(c) Limitations on Debt . Except as Approved by the Members as a Major Decision and except for trade debt incurred in the ordinary course of business that is otherwise consistent with the Approved Budget and the Loan Documents, neither the Company nor any Subsidiary shall incur any debt, secured or unsecured, direct or contingent (including guaranteeing an Obligation of any Person) other than the Existing Financing.

(d) Closing Documents . The Managing Member agrees to deliver to the Preferred Member and the Preferred Asset Manager, upon request by the Preferred Member, promptly after the closing of each Existing Financing a complete set of all applicable Loan Documents.

(e) Guarantees . Sponsor Principals shall provide all guarantees and other credit enhancements that are required by the Senior Lender under the Senior Loan Documents, and the Mezzanine Lender under the Mezzanine Loan Documents. The Preferred Member shall provide a non-recourse carve out guaranty and environmental indemnity to Senior Lender in such form as shall be approved by the Preferred Member as additional security for the Senior Loan.

Section 3.3. Additional Financing and Refinancing of Existing Financing . Subject to Section 3.4 , whenever Approved by the Members as a Major Decision, the Managing Member shall use its best efforts to cause the Company or a Subsidiary to obtain new financing from, or to refinance all or part of the Existing Financing with, an institutional or other lender and in an amount and on such other terms and conditions as are Approved by the Members as a Major Decision; provided, however, the funding of the Future Advance Funds by Senior Lender pursuant to the Future Funding Agreement is hereby approved by Sponsor Member but shall be subject to the Approval of the Preferred Member pursuant to Section 4.2(a)(3).

Section 3.4. Limitations on Responsibilities of Preferred Member and its Affiliates . The Sponsor Member and the Sponsor Principals each expressly (a) acknowledge that a Preferred Member Affiliate is providing the Mezzanine Loan and may, in the future, provide a Capital Funding to the Company or a Subsidiary and (b) agree that, notwithstanding any other provision of this Agreement, any other agreement or applicable law: (1) the Preferred Member and any Preferred Member Affiliate who provides the Mezzanine Loan or the Capital Funding to the Company or a Subsidiary are separate and distinct legal entities with different investment goals and objectives, (2) the documents describing or evidencing the Mezzanine Loan or any such Capital Funding provided by a Preferred Member Affiliate are legal, valid and binding obligations of the Company and/or a Subsidiary and, where applicable, the Sponsor Member and the Sponsor Principals enforceable against each of them in accordance with their respective terms, (3) the Preferred Member Affiliate who provides the Mezzanine Loan or the Capital Funding to the Company or a Subsidiary may exercise all its rights, privileges and benefits and enforce all remedies and other provisions under the applicable documents evidencing or describing the Mezzanine Loan or such Capital Funding without regard to the fact that the Preferred Member is a Member of the Company or that the Sponsor Member or Sponsor

Principals is a Member or Affiliates of the Company, (4) no act or failure to act by the Preferred Member Affiliate who provides the Mezzanine Loan or the Capital Funding to the Company or a Subsidiary shall be attributed to the Preferred Member or considered or deemed to be the act or failure to act of the Preferred Member or a breach or failure by the Preferred Member of any provision of this Agreement or of any fiduciary, contractual, good faith, fair dealing or other express or implied covenant or other Obligation of the Preferred Member to the Company, a Subsidiary, any Member, any Affiliate of a Member or Third Party, (5) no act or failure to act by the Preferred Member shall be attributed to the Preferred Member Affiliate who provides the Mezzanine Loan or the Capital Funding to the Company or a Subsidiary or considered or deemed to be the act or failure to act of that Affiliate, (6) the Preferred Member shall have no duty or other Obligation to cause or permit the Company and/or a Subsidiary to default or fail to comply with any provision of the documents evidencing or describing the Mezzanine Loan or such Capital Funding and (7) neither the Company nor any Subsidiary, any Member, Sponsor Principals or Affiliate of any of them shall assert any claim, counterclaim, defense allegation, offset, action or liability against the Preferred Member, the Preferred Member Affiliate who provides the Mezzanine Loan or the Capital Funding to the Company or a Subsidiary or any of their Affiliates based on or involving the relationship of the Preferred Member and the Preferred Member Affiliate who provides the Mezzanine Loan or the Capital Funding to the Company or a Subsidiary or arising or based upon any other matter whatsoever relating to the matters set forth in this Section 3.4 .

Section 3.5. Indemnity Agreement . The Sponsor Principals shall execute and deliver to the Preferred Member an indemnity agreement with respect to certain “bad boy” acts and environmental liabilities in the form of Exhibit K hereto.

Article 4
DISTRIBUTIONS

Section 4.1. Distributions of Available Cash from Operations and Net Capital Transaction Proceeds .

(a) Timing . Distributions shall be made to Members only after the Company and each Subsidiary have paid all Company Costs then due and made all required Reserve Additions and shall be subject to the provisions of the Loan Documents. Distributions of Available Cash from Operations shall be made on a monthly basis on each Distribution Date and at such other times as the Members shall determine as a Major Decision. Distributions of Net Capital Transaction Proceeds shall be made promptly after the Company receives such Net Capital Transaction Proceeds.

(b) General Priority Rules . All distributions of Available Cash from Operations and Net Capital Transaction Proceeds shall be made in the order of priority shown in subsection (c). The Members identified at each level of priority shall (1) receive distributions at the same time without preference or priority of one Member over another until all Members at that level have received the full amount to which they are entitled and before any distributions are made or paid to any Members for amounts in a lower level of priority and (2) if distributions at a priority level described in subsection (c) are not sufficient to pay each Member the full amount to which it is entitled, distributions shall be made to each Member on a pro rata basis in the same ratio that its Capital Contributions to the Company bears to all Capital Contributions made by all Members referred to in that priority level.

(c) Specific Payment Priorities for Available Cash From Operations and Net Capital Transaction Proceeds . Prior to the Redemption Date, Available Cash from Operations and Net Capital Transaction Proceeds shall be distributed to the Members in the following order of priority:

(i) First, to the Preferred Member until the Preferred Member has been distributed in full an amount equal to the Priority Preferred Return on the amount of any Priority Additional Capital Contributions it made pursuant to Section 2.3 ;

(ii) Second, to the Preferred Member until the Preferred Member has been distributed in full an amount equal to all of the Priority Additional Capital Contributions it made pursuant to Section 2.3 ; and

(iii) Third, $1.00 to the Sponsor Member and the balance to the Preferred Member.

Section 4.2. Mandatory Redemption of Preferred Member Equity .

(a) Redemption of Preferred Member Equity .

(1) Notwithstanding anything to the contrary contained herein, on or before the Redemption Date, the Company shall redeem all of the Preferred Member’s Membership Interest in the Company for the Redemption Price. As used herein, the “ Redemption Price ” shall mean the sum of the following: (i) the amount of the Preferred Member’s unreturned Capital Contributions made pursuant to Section 2.1 , (ii) an amount, which together with all amounts distributed to the Preferred Member pursuant to Section 4.1(c)(iii) above equal not less than the Preferred Returns on the Preferred Member’s Capital Contributions made pursuant to Section 2.1 , (it being acknowledged that any amounts distributed to the Preferred Member pursuant to such Section 4.1(c)(iii) in excess of the Preferred Return shall be deemed additional Preferred Return (“ Additional Preferred Return ”) which shall be retained by the Preferred Member as additional Redemption Price and shall not reduce any amounts otherwise comprising the Redemption Price), (iii) the amount of the Preferred Member’s unreturned Priority Additional Capital Contributions, (iv) all accrued but unpaid Priority Preferred Returns on the Preferred Member’s Priority Additional Capital Contributions, (v) all other amounts required to be paid by the Company, the Sponsor Member or the Sponsor Principals to the Preferred Member under this Agreement, (vi) all other sums advanced and costs and expenses (including legal fees) incurred by the Preferred Member in connection with such redemption and (vii) to the extent the Senior Lender funds the Future Advance Funds (as defined in the Future Funding Agreement) pursuant to the terms of the Future Funding Agreement and the proceeds thereof are disbursed to the Borrower and distributed to the Preferred Member, then the amount described in (i) above shall be reduced by the amount of such disbursement of $8,500,000. Any transfer taxes and other closing costs, if any, due as a result of the redemption of the Preferred Member’s Membership Interest shall be deemed to be an expense of the Sponsor Member and shall not be deducted from the Redemption Price.

(2) Concurrently with the redemption of the Preferred Member’s Membership Interest in the Company, the Sponsor Member shall deliver such documents as may be necessary in order to acknowledge and/or create a perfected security interest in all of the Membership Interests of the Sponsor Member in the Company, including, without limitation, a pledge and security agreement, acknowledgement and consent of the pledge, updated certificated membership interest, updated membership transfer documentation, control letter and such other documentation as Mezzanine Lender may reasonably request.

(3) To the extent either (y) Senior Lender has elected not to fund the Future Advance Funds or (z) subject to the provisions of Section 10 of the Future Funding Agreement, the Preferred Member has elected in its sole and absolute discretion to cause the Company not to accept the Future Advance Funds notwithstanding that such funds are being made available by the Senior Lender, then the following shall be applicable:

(i) Subject to the payment of the Redemption Price in accordance with Section 4.2(a)(1) and the delivery of all documents and the taking of all actions described in this Section 4.2(a), the Company shall cause, directly and/or indirectly, all of the Mosteller Membership Interest to be distributed to Plymouth Industrial OP, LP or a designee approved by the Preferred Member (“ Mosteller Plymouth Distributee ”) in accordance with the Plymouth Distribution Agreement and the Mosteller Plymouth Distributee shall thereafter own the Mosteller Membership Interest;

(ii) concurrently with the distribution of the Mosteller Membership Interests to the Mosteller Plymouth Distributee, an Affiliate of the Preferred Member (“ Mosteller Lender ”) shall make a loan to the Mosteller Plymouth Distributee in the original principal amount of $8,500,000 (“ Mosteller Loan ”), all of the proceeds of which shall be used to satisfy a portion of the Redemption Price. The Mosteller Loan will be secured by a first lien mortgage on the Mosteller Property. In addition, (1) in the case of Section 4.2(a)(3)(y) above, the Mosteller Loan shall contain the following terms: (a) a maturity date of ninety (90) days from the Redemption Date, (b) Mosteller Plymouth Distributee shall have the right to extend the term of the Mosteller Loan for a period of sixty (60) days; provided that a remediation plan has been approved by the Mosteller Lender and additional time is necessary to complete the remediation of hazardous substances located on the Mosteller Property to the reasonable satisfaction of the Mosteller Lender; and (c) interest shall accrue at a fixed rate of 8% per annum, compounded monthly; and (2) in the case of Section 4.2(a)(3)(z) above, the Mosteller Loan shall be on such terms and conditions not less favorable to the Company than those offered by the Senior Lender. The Mosteller Plymouth Distributee shall execute and deliver in escrow within fifteen (15) Business Days of the Effective Date any documentation as Mosteller Lender may require in order to evidence the Mosteller Loan, including, without limitation, a loan agreement, mortgage, note and customary guarantees (collectively, “ Mosteller Loan Documents ”); and

(iii) concurrently with the distribution of the Mosteller Membership Interests to the Mosteller Plymouth Distributee, the Mosteller Plymouth Distributee shall be required to deliver to the Mezzanine Lender such documents as may be necessary in order to acknowledge and/or create a perfected security interest in all of the Mosteller Membership Interests held by Mosteller Plymouth Distributee, including, without limitation, a pledge and security agreement, acknowledgement and consent of the pledge, updated certificated membership interest, updated membership transfer documentation, control letter and such other documentation as Mezzanine Lender may reasonably request. The Preferred Member and the Sponsor Member agree to use good faith efforts to document the Mezzanine Lender’s participation interest pursuant to the Participation Agreement being applicable to the Mosteller Property. As used herein, the term “ Supplemental Mezzanine Loan Documents ” means, collectively, the documents referred to in Section 4.2(a)(2) and (3) ; and

(4) Upon receipt by the Preferred Member of distributions equal to the Redemption Price in accordance with Section 4.2(a)(1) and the delivery of all documents and the taking of all actions described in this Section 4.2(a), including, to the extent the Senior Lender has elected not to fund the Future Advance Funds, those described in Section 4.2(a)(3), the Preferred Member shall cease to be a Member in the Company and shall return each of the Redemption and Withdrawal Agreement, the TCG Assignment, the TL Distribution Agreement and (to the extent the Senior Lender has funded the Future Advance Fund) the Plymouth Distribution Agreement to the Sponsor Member, each of which shall be of no further force or effect.

(b) Failure to Redeem Preferred Member’s Equity . Subject to the provisions of the Senior Loan Documents if the Company fails to redeem the Preferred Member’s Membership Interests in the Company for the Redemption Price on or before the Redemption Date for any reason other than solely due to the failure of the Preferred Member to provide any consent or take any action specifically required of it pursuant to this Agreement in order to affect such redemption, then (1) the Sponsor Member’s Membership Interest in the Company shall be redeemed for $1.00 and the Redemption and Withdrawal Agreement shall automatically become effective, binding and enforceable against the Sponsor Member without the necessity of any further action by any person, (2) the Sponsor Member shall immediately be both removed as the Managing Member of the Company and withdrawn as a Member of the Company, (3) the TCG Assignment shall automatically become effective, binding and enforceable against the parties thereto without the necessity of any further action by any person, (4) the Preferred Member shall own the Transferred TCG Interest free and clear of any liens or encumbrance and of any continuing interest of Sponsor Member or any other party, (5) to the extent (a) the Senior Lender has elected not to fund the Future Advance Funds or (b) the Preferred Member has elected in its sole and absolute discretion to cause the Company not to accept the Future Advance Funds then, in either case of clause (a) or (b), the Company shall cause, directly and/or indirectly, all of the Mosteller Membership Interest to be distributed to DOF IV PLYMOUTH PM, LLC or its Affiliate; and the TL Distribution Agreement shall automatically become effective, binding and enforceable against the parties thereto without the necessity of any further action by any person, (6) DOF IV PLYMOUTH PM, LLC or its designated Affiliate shall thereafter own the Mosteller Membership Interest free and clear of any liens or encumbrance and of any continuing interest of any other party, (7) the Plymouth

Distribution Agreement shall be null, void and of no force or effect, (8) the Sponsor Member shall no longer be authorized to access any of the Accounts of the Company, (9) the address and principal place of business of the Company shall be immediately changed to c/o Torchlight Investors, 475 Fifth Avenue, 10th Floor, New York, New York 10017 and (10) the Sponsor Member shall no longer be entitled to receive any distributions from the Company, including, but not limited to, Available Cash from Operations and Net Capital Transaction Proceeds, or receive any fees from the Company or any Subsidiary. To the extent not already dated, Sponsor Member hereby authorizes the Preferred Member to date each of the Redemption and Withdrawal Agreement, the TCG Assignment, the Plymouth Distribution Agreement and the TL Distribution Agreement as of the Redemption Date if the Redemption Price is not paid in full on or prior to the Redemption date in accordance with this Agreement.

(1) The Sponsor Member represents and warrants that as of the Effective Date, Plymouth Industrial OP, LP (“ Plymouth OP ”), an Affiliate of the Sponsor Member, is the record and beneficial owner of a 50.3% limited partner interest (“ Atlanta LP Interest ”), free and clear of any liens, in TCG 5400 FIB LP (“ Atlanta Property Owner ”), as the fee owner of the real property known as 5400 Fulton Industrial Boulevard, Atlanta, Georgia (“ Atlanta Property ”), pursuant to the Amended and Restated Limited Partnership Agreement of the Atlanta Property Owner dated as of September 10, 2013 (“ Atlanta LP Agreement ”). The Sponsor Member hereby agrees to cause Plymouth OP to deposit into the Working Capital Account or in such other Account designated by the Preferred Member (“ Atlanta Account ”), immediately upon receipt, all Distributable Proceeds (as such term is defined in the Atlanta LP Agreement) derived from the sale, financing or refinancing of the Atlanta Property (“ Atlanta Capital Transaction Proceeds ”), pending the disposition of such funds in accordance with Section 4.2(c)(2) below.

(2) If the Company redeems the Preferred Member’s Membership Interests in the Company for the Redemption Price on or before the Redemption Date in accordance with Section 4.2(a) and delivers all documents and takes all actions described in Section 4.2(a), then all Atlanta Capital Transaction Proceeds in the Atlanta Account will be released to Plymouth OP concurrently with the satisfaction of all such conditions. If the Company fails to redeem the Preferred Member’s Membership Interests in the Company for the Redemption Price or fails to comply with any other provision of Section 4.2(a) on or before the Redemption Date then, in addition to the assignment of the Transferred TCG Interest to the Preferred Member pursuant to Section 4.2(b)(4), (a) all Atlanta Capital Transaction Proceeds in the Atlanta Account shall be released to the Preferred Member on the Redemption Date and (b) all distributions (including, but not limited to, all Distributable Proceeds, whether derived from cash flow, Atlanta Capital Transaction Proceeds or otherwise, and Liquidating Distributions [as such terms are defined in the Atlanta LP Agreement]) distributable to Plymouth OP pursuant to the Atlanta LP Agreement on or after the Redemption Date shall be paid immediately to the Preferred Member (all such amounts described in clauses (a) and (b) immediately above are collectively referred to as the “Atlanta Distributions”).

(3) The Sponsor Member hereby covenants and agrees to cause Plymouth OP and its Affiliates not to sell, convey, pledge, assign, or otherwise Transfer or dispose of (in each case, directly or indirectly) the Atlanta LP Interest without the prior written consent of the Preferred Member (which consent may be granted or withheld in its sole and absolute discretion) until such time as the Preferred Member’s Membership Interest in the Company has been redeemed pursuant to Section 4.2(a) and all of the conditions therein have been satisfied.

Article 5
MANAGEMENT OF COMPANY

Section 5.1. Role of Members .

(a) The Members shall jointly manage and conduct the operations and related contractual, financial and other affairs of the Company, the Subsidiaries and the Properties and make all decisions regarding the Company, the Subsidiaries and the Properties; provided, however , that the Member acting as the Managing Member shall conduct the day-to-day operations of the Company pursuant to and in accordance with the terms of this Agreement. Each Member shall generally have all the rights, powers, duties and obligations of a member and a managing member under the Delaware Act and as provided by other applicable law.

(b) Proof of Authority . In dealing with the Member acting on behalf of the Company or the Subsidiaries, no Person shall be required to inquire into the authority of the Member to bind the Company or the Subsidiaries. Persons dealing with the Company or the Subsidiaries are entitled to rely conclusively on the power and authority of the Member as set forth in this Agreement or in any power of attorney, resolution or other document delivered by the Member. This Section shall not, however, relieve the Member of any Obligation to the Company, the Subsidiaries or any other Member resulting from or arising out of any action by the Member without any Approval of the other Members required under this Agreement.

Section 5.2. Major Decisions .

(a) Definition . Major Decisions requiring the Approval of both Members are set forth and described in Exhibit B to this Agreement.

(b) Proposal . Each Member may propose to adopt, modify or revoke a Major Decision at any time. Whenever a Member proposes to adopt, modify or revoke a Major Decision, it shall deliver a written Notice to the other Member (1) describing the proposal in sufficient detail and (2) containing sufficient information to permit the other Member to make an informed decision on the proposal and shall subsequently provide to the other Member such additional information as the other Member may reasonably request.

(c) Review . Each Member shall promptly consider and evaluate each proposal to adopt, modify or revoke a Major Decision and shall promptly give its decision (set forth in writing) after it has analyzed all relevant information or data required to be delivered to it under Section 5.2(b) . The Parties expressly acknowledge that any approval of a proposed Major Decision is subject to the standards stated in Section 9.1(c) . A Member who disapproves a Major Decision shall briefly state in a written Notice to the other Member the specific reasons for its disapproval and, to the extent appropriate, the changes in the proposed Major Decision that would make it acceptable.

(d) Approval . The adoption, modification or revocation of a Major Decision requires the Approval of each Member who is entitled to Approve a Major Decision. As of the Effective Date, the Sponsor Member and the Preferred Member are each entitled to Approve a Major Decision. The Sponsor Member shall no longer have the right to Approve a Major Decision under the circumstances described in Section 5.5 . Any Major Decision Approved in accordance with this Section shall bind the Company and its Members, unless it is later amended, modified or revoked as a Major Decision.

(e) Major Decisions Already Approved . Exhibit C attached to this Agreement describes specified Major Decisions that have already been approved by the Members as of the Effective Date.

(f) No Action Unless Major Decision Approved . Neither the Managing Member nor any other Member shall have any right or power either on behalf of Company or the Subsidiaries or on its own behalf to make any commitment or engage in any undertaking or action that requires Approval of a Major Decision unless or until such Major Decision has been Approved in writing by each Member.

(g) Preferred Member’s Approval of Capital Transactions . Except as provided in the immediately following sentence, the Approval of each Member as a Major Decision shall be required for any proposed financing or refinancing of the Properties or any part thereof or any sale or other disposition of the Properties or any part thereof (a “ Capital Transaction ”). The Approval of the Preferred Member shall not be required for any Capital Transaction proposed by the Sponsor Member pursuant to which the cash proceeds actually distributed to the Preferred Member pursuant to Section 4.1(c) concurrently with the consummation of such Capital Transaction results in the indefeasible and unconditional payment in full to the Preferred Member of the Redemption Price (a “ Redemption Transaction ”).

(h) Implementation . The Managing Member shall implement fully each Major Decision Approved by the Members in accordance with this Section and shall outline the status of implementation of Major Decisions as part of the Annual Report pursuant to Section 11.4 .

(i) Amendment, Modification or Revocation . Once a Major Decision has been Approved as described in subsection (d), it cannot be amended, modified or revoked unless each Member entitled to Approve Major Decisions has Approved that course of action as a Major Decision.

Section 5.3. Agreements with Affiliates of Sponsor Member .

(a) Approval . Any agreement (“ Affiliate Agreement ”) between the Company or a Subsidiary and a Person who is an Affiliate of the Sponsor Member (“ Sponsor Affiliate ”), and any amendment or modification of or waiver of any provision or right arising under an Affiliate Agreement, must be Approved by the Preferred Member prior to such Affiliate Agreement or amendment, modification or waiver thereof being effective or binding upon the Company or a Subsidiary.

(b) Action under Affiliate Agreement . Any approval, consent, decision, waiver, notice of default or termination, or other action by or on behalf of the Company or a Subsidiary under an Affiliate Agreement must be Approved by the Preferred Member. The Preferred Member, in its sole and absolute discretion, may on behalf of the Company or a Subsidiary or in its own name implement, enforce or take any termination or other enforcement action that arises under each Affiliate Agreement, without the participation or Approval of the Sponsor Member.

(c) Replacement . If the Sponsor Member is removed as the Managing Member pursuant to Section 5.5 , the Preferred Member shall have the sole right and authority to act on behalf of the Company and the Subsidiaries without the participation or Approval of the Sponsor Member (1) to terminate all Affiliate Agreements with each Sponsor Affiliate (with no termination or any other type or form of penalty, fee or other compensation being paid to the Sponsor Affiliate) upon written Notice to the Sponsor Member and the Sponsor Affiliate, (2) to replace it with an agreement with another Person who is not an Affiliate of any Member and (3) the Sponsor Member and any Sponsor Affiliate shall no longer have the right to receive any asset management or other fees from the Company other than those previously accrued but unpaid. Each Affiliate Agreement shall provide for the termination right described in this subsection.

(d) Enforcement . The Preferred Member, in its own name or through or on behalf of the Company or the Subsidiaries and at the expense of the Company, shall have the sole right and authority to enforce the provisions of any Affiliate Agreement against the Sponsor Affiliate by all appropriate methods, including the commencement of legal or other proceedings against the Sponsor Affiliate, without the participation or Approval of the Sponsor Member. Any breach of subsection (a), (b) or (c) above shall result in such action, amendment, modification or waiver being null and void. The costs and expenses related to a breach or enforcement of this Section 5.3 shall be borne by the breaching Member and not by the Company, a Subsidiary or any other Member.

Section 5.4. Managing Member .

(a) Appointment . The Members hereby appoint the Sponsor Member as the initial Managing Member of the Company. The Sponsor Member hereby agrees to serve in that capacity pursuant to the terms and conditions of this Agreement.

(b) General Duties . The Managing Member is authorized and directed to carry out each Approved Business Plan and Approved Budget, Applicable Law and such other Major Decisions that have been Approved by the Members. In addition, the Managing Member shall have the responsibility, obligation and authority to conduct the day-to-day operations of the Company and the Subsidiaries and to make and implement decisions on behalf of the Company and the Subsidiaries with respect to the day-to-day operations of the Company and the Subsidiaries, in each case so long as its actions are in accordance and consistent with the terms of this Agreement, the Approved Business Plan, the Approved Budget and such other guidelines or policies as have been previously Approved by the Members as a Major Decision for the operation, development and maintenance of the Company, the Subsidiaries and the Properties.

(c) Specific Duties of Managing Member . The Managing Member agrees that, in addition to any obligations and responsibilities set forth elsewhere in this Agreement, the Managing Member shall be responsible to carry out and implement, in each case pursuant to and in accordance with the terms of this Agreement and Applicable Law, the following items:

(1) preparation of the Budget pursuant to Section 5.8 ;

(2) causing the Company and the Subsidiaries to comply with the provisions of the Loan Documents and tenant leases, property management or service agreements covering the Properties, and other agreements and contracts binding on the Company, the Subsidiaries or the Properties;

(3) causing the Company and the Subsidiaries to comply with all environmental, health and safety, antidiscrimination, antitrust, zoning and other legal requirements applicable to the Company, the Subsidiaries or the Properties;

(4) paying (or causing to be paid), prior to delinquency, all insurance premiums, debts and other obligations of the Company and the Subsidiaries, including amounts due under any loans to the Company or a Subsidiary previously Approved in accordance with this Agreement and costs of the operation and maintenance of the Properties;

(5) performing all other services reasonably necessary or required for the ownership, maintenance, marketing and operation by the Company and the Subsidiaries of the Properties or otherwise required to be performed by the Managing Member pursuant to this Agreement;

(6) preparation and distribution to the Preferred Member and the Preferred Asset Manager of the Monthly Statements and the Quarterly Transaction Reports described in Section 11.3 ;

(7) preparation and distribution to the Preferred Member and the Preferred Asset Manager of the Annual Report of the Company described in Section 11.4 ;

(8) distribution to the Preferred Member and the Preferred Asset Manager of all leases and other written agreements (other than routine equipment leases or routine service contracts that in each case have a term of one year or less, are not Affiliate Agreements and are for less than $25,000) binding upon or affecting the Company, any Subsidiary or any Property and copies of all written notification of alleged default or breach under any such contracts by the Company or a Subsidiary or other Persons who are parties to such contracts;

(9) notification in writing to the Preferred Member and the Preferred Asset Manager promptly upon becoming aware of any material non-compliance, default or breach under any contract binding upon or affecting the Company, any Subsidiary or any Property by the Company, any Subsidiary or other Person(s) who are parties to such contract;

(10) distribution to the Preferred Member and the Preferred Asset Manager of (i) all requests by the Company or a Subsidiary for draw requests or advances under any Existing Financing simultaneously with the delivery of such request to the Lender, (ii) all material operating, financial and other reports and statements and all other documents and Notices (including all requests for lender approval or consent with regard to actions requiring such approval or consent under the Loan Documents) sent by or on behalf of the Company, a Subsidiary or the Managing Member to any Lender simultaneously with the delivery of such request to the Lender and (iii) notices of default and all other material notices, demands, requests, documents and other written communications received by the Company, a Subsidiary or the Managing Member from any Lender to the Company, a Subsidiary or any Person or agent acting on behalf of the Lender promptly upon receipt (but in no event later than two (2) Business Days following receipt);

(11) within two (2) Business Days following receipt, distribution to the Preferred Member and the Preferred Asset Manager of (i) all operating and financial reports and statements and all other material documents and material notices sent to the Company, a Subsidiary or the Managing Member by any property manager or developer for a Property and (ii) notices of default and all other material notices, demands, requests, documents and other written or material oral communications sent by or on behalf of the Company, a Subsidiary or the Managing Member to any property manager or developer for the Properties;

(12) simultaneous, written notification to any insurance carrier who insures the Company, a Subsidiary or a Property and to the Preferred Member and Preferred Asset Manager regarding any occurrence, claim or potential claim that may be covered by insurance;

(13) if any Property is at any time subject to any construction, renovation or rehabilitation, applying for and using reasonably diligent efforts to obtain any and all necessary consents, approvals and permits required for such construction, renovation, rehabilitation and for the occupancy and operation of such Property;

(14) if any Property is at any time subject to any construction, renovation or rehabilitation, supervising and managing the performance of all contractors performing construction and related work, including direct, or indirect through existing property managers, observation, inspection and supervision during the progress thereof, making final inspection of the completed work and approving bills for payment; obtaining the necessary receipts, releases, waivers, discharges and assurances to keep such Property free from mechanics’ and materialmen’s liens and other claims;

(15) if any Property is at any time subject to any construction, renovation or rehabilitation, verifying that appropriate insurance (including any required by the terms of any Existing Financing) is maintained by each contractor performing work on such Property under a contract with the Company or the Subsidiary;

(16) if any Property is at any time subject to any construction, renovation or rehabilitation, monitoring the performance of the architect, construction consultant and all other third party consultants;

(17) obtaining and maintaining insurance for the Company, the Subsidiaries and the Properties as described in each Approved Budget and in accordance with the requirements of the Existing Financing and obtaining insurance certificates from the property manager evidencing any other insurance coverage required under the property management agreement;

(18) simultaneous, written notification to the Preferred Member and the Preferred Asset Manager of any lawsuit, arbitration or other legal or equitable proceeding that has been commenced or threatened against the Company, a Subsidiary, a Property or any Member; and

(19) taking any other action that is reasonably requested by the Preferred Member and that does not require approval as a Major Decision.

(d) Fidelity Insurance . The Managing Member, at the expense of the Company and the Subsidiaries, shall maintain in effect a fidelity insurance policy naming the Company as loss payee, affording coverage for all directors, officers, employees and Affiliates acting on behalf of the Managing Member.

(e) Expenses . The amounts expended by any Member to comply with its Obligations pursuant to this Agreement shall not be treated or deemed to be a Capital Contribution by that Member to the Company or a Subsidiary under this Agreement, unless that treatment has been expressly authorized under this Agreement or Approved by the Members as a Major Decision.

(f) Resignation . The Managing Member then serving may not resign without the consent of the Preferred Member. Upon such resignation, the Preferred Member shall be entitled to elect either to become the Managing Member or to hire another Person (who may be a Preferred Affiliate) in its sole discretion who will serve as the Managing Member at the cost and expense of the Company and on terms reasonably acceptable to the Preferred Member and that are otherwise consistent with the terms of this Agreement.

Section 5.5. Removal of Managing Member .

(a) Grounds for Removal . Subject to the notice and cure rights described in subsection (b) below and compliance with the Loan Documents, the Preferred Member shall have the right to remove the Managing Member for cause by delivering to it a written Notice of removal and stating the grounds for removal, which must be based upon or related to one or more of the following (“ Removal Event ”):

(1) the material breach of any provision of this Agreement by the Managing Member (including, without limitation, any provision concerning bankruptcy, minimum Sponsor Member or Sponsor Principal equity and Transfers);

(2) the Managing Member causes or permits the Company or any Subsidiary to sign any document, make any payment or take any other action that requires the approval as a Major Decision without obtaining such approval in accordance with Section 5.2 ;

(3) any fraud, gross negligence or willful misconduct by the Managing Member, Sponsor Principals or any Affiliate thereof in its or their performance of duties, obligations or covenants under this Agreement;

(4) a material default (after any required notice of default has been given and any applicable grace period has expired) of any provision of a Property Management Agreement by a Property Manager (if a Property Manager is an Affiliate of the Managing Member);

(5) a default or event of default (in each case, after any required notice of default has been given and any applicable grace period has expired), by the Company or a Subsidiary under any Loan Document (including, without limitation, that certain Post-Closing Letter between the Company and the Mezzanine Lender), lease or other material agreement of the Company or a Subsidiary other than a default or event of default that is directly caused by the Preferred Member;

(6) any intentional breach or any unintentional material breach by the Sponsor Member or any Sponsor Principal of any representation or covenant by any of them set forth in this Agreement;

(7) any default (after any required notice of default has been given and any applicable grace period has expired) under any guaranty or other credit enhancement provided by any of them pursuant to the Loan Documents, or the failure to provide any guaranty, indemnity or other credit enhancement required by this Agreement;

(8) the occurrence of a Major Default;

(9) a default or event of default (in each case, after any required notice of default has been given and any applicable grace period has expired), by any Affiliate of the Sponsor Member or any Sponsor Principal, under the Mezzanine Loan Documents; or

(10) the failure of the Company to pay the Redemption Price by the Redemption Date.

(b) Notice and Cure Periods . If (1) the cause or grounds for removal under subsection (a)(1) or (6) is based solely upon an unintentional breach of this Agreement or negligence, (2) can be cured within ten (10) days after the date of receipt by the Managing Member of the Notice of removal and (3) the Managing Member gives the Preferred Member a written undertaking to cure such matter within such 10-day period, then the Managing Member shall have such 10-day period in which to cure the cause or grounds for removal or, if the Managing Member requests additional time for completing the cure, such additional time as shall be Approved by the Preferred Member but in no event more than thirty (30) days after the receipt by the Managing Member of the original Notice of removal from the Preferred

Member; provided, however, such extension of the cure period shall not be granted if the Preferred Member reasonably determines that such extension will jeopardize the ability of the Company or a Subsidiary to timely cure a default under any Existing Financing and provided further that the cure itself right shall not apply if the grounds for removal are the failure of the Company to pay the Redemption Price by the Redemption Date (i.e., subsection (10) in subsection (a) above). The costs and expenses of any such cure (A) shall be paid solely, fully and directly by the Managing Member and not by the Company, a Subsidiary or any other Member and (B) shall not be treated as an additional Capital Contribution or loan to the Company, any Subsidiary or any other Member. If any cost or expense related to any such cure is paid or required to by paid by the Company or any other Member, the Managing Member shall immediately reimburse the full amount so paid to the Company, the Subsidiaries or the other Member, as appropriate, together with interest on that amount at a rate equal to the Priority Preferred Return.

(c) Effect of Removal . If the cause or grounds for removal of the Member is not cured within the time period permitted in subsection (b) above or is not otherwise afforded any Notice, grace or cure period with respect to such action or occurrence, the Sponsor Member shall automatically be removed as the Managing Member and shall be replaced in that capacity by the Preferred Member, unless the Preferred Member sends written Notice waiving such termination. The Preferred Member shall thereafter have sole authority to act as Managing Member of the Company. Upon removal pursuant to this Section, the Sponsor Member shall no longer have any power or authority to act as Managing Member pursuant to this Agreement and shall no longer be permitted to participate in any managerial decision affecting the Company, a Subsidiary or a Property, including without limitation any Major Decision. In addition, the Sponsor Member and any Sponsor Affiliate shall no longer have the right to receive any fees from the Company, including any asset management fees except for previously accrued but unpaid fees. The Sponsor Member shall, however, continue to have all other rights and Obligations of a Non-Managing Member under this Agreement.

Section 5.6. Removal of Persons Affiliated with Managing Member . The Preferred Member on its own behalf or on behalf of Company shall have the right in its sole and absolute discretion to terminate any Affiliate Agreement and replace any property/ construction/ development manager, leasing agent or any other Person who has previously been retained by the Company to perform services with respect to any Property or the Company and who is Affiliated with the Sponsor Member if the Sponsor Member is removed as the Managing Member as described in Section 5.5 . The foregoing right may be exercised whether or not such Sponsor Affiliate is in default under any agreement or with respect to any Obligation it owes to the Company or a Property.

Section 5.7. Intentionally Omitted

Section 5.8. Approved Budgets .

(a) Initial Approved Budgets . Attached as Exhibit E to this Agreement is the initial Approved Budget for each Property.

(b) New Budgets . The Budget shall not be amended except in accordance with Section 4.16(h) of the Mezzanine Loan Agreement.

(c) Compliance with Loan Documents . Notwithstanding any provision to the contrary contained in this Agreement, the Approved Budget for each Property or Fee Subsidiary shall comply with all applicable requirements of any Loan Document in effect at the time.

(d) Implementation . The Managing Member shall use commercially reasonable efforts to avoid causing the actual costs of ownership, operation and management of the Company, or each Property to exceed the Budget for the Company or such Property, as applicable, either in total or in any one accounting category or line item. Any expense in connection with the ownership, operation and management of a Property causing or likely to cause a variance of the lesser of (1) $25,000 or (2) five percent (5%) or more in any one Budget category or line item with respect to a single Property for a particular year-to-date or cause the Budget “total” line item with respect to a single Property to be exceeded by seven and one-half percent (7.5%) or more shall be promptly explained to the Members by the Managing Member as a part of the Managing Member’s Monthly Statement pursuant to Section 11.3 . All payments of Company Costs must be charged to the proper accounting category as Approved by the Members. The Managing Member shall secure the prior written Approval of the Preferred Member before expending, obligating the Company or a Subsidiary for or approving any expenditure in connection with the ownership, operation and management of the Properties, the Subsidiaries or the Company that would result in a Budget line item or category with respect to a single Property being exceeded (“ Cost Overrun ”) by the lesser of (1) $25,000 or (2) five percent (5%) or more in that line item or category of the Budget or category of the Budget or the Budget “total” line item with respect to a single Property to be exceeded by seven and one-half percent (7.5%) or more unless such Cost Overrun is caused by or results from a Fixed Cost described in subsection (e) or an Emergency Cost described in subsection (f). If the Managing Member pays any Company Cost with respect to a single Property in excess of the amounts permitted by the Budget without so obtaining the Approval of the Preferred Member, such action shall be deemed an intentional breach of this Agreement and (x) the Managing Member shall promptly deliver to the Preferred Member a Notice describing the nature and amount of any Cost Overrun that has been so paid and (y) such intentional breach shall constitute a Removal Event pursuant to Section 5.5 .

(e) Fixed Cost . The Managing Member may make or cause to be made any expenditure not contemplated by an Approved Budget that is an expense of the following type (“ Fixed Cost ”): (1) a cost or expense that the Managing Member cannot reasonably control, including, but not limited to, utility costs, insurance premiums and real estate taxes or (2) is incurred pursuant to and in accordance with any lease, contract or agreement that (x) was previously Approved by the Members, (y) is binding on the Company or a Subsidiary and (z) is not being paid to the Sponsor Member, the Sponsor Principals or any of their Affiliates.

(f) Emergency Cost . Where emergency action is necessary to prevent imminent risk to health and safety to Persons on or about a Property, imminent property damage, imminent imposition of criminal or civil sanctions against the Company, a Subsidiary or any Member or the filing of a Lien against a Property by a Third Party (an “ Emergency Cost ”), either Member may make, or cause to be made, expenditures not contemplated by the Approved Budget if (1) any expenditure made without the Approval of the Preferred Member is, in the Managing Member’s good faith judgment, commercially reasonable and necessary under the circumstances set forth above and (2) the Managing Member endeavors diligently and in good faith (y) to notify the Preferred Member of any such emergency and (z) obtain verbal Approval for any required expenditure.

(g) Notice of Permitted Payments . The Managing Member shall promptly give Notice to the Preferred Member and the Preferred Asset Manager of payment of any Cost Overrun permitted by subsection (d), any Fixed Cost permitted by subsection (e) or any Emergency Cost permitted by subsection (f) and shall include reference to each such payment in its next Monthly Statement pursuant to Section 11.3 , together with explanatory notes on the reason for such cost overruns.

Section 5.9. Other Disclosures . The Managing Member shall keep the Preferred Member informed of any material fact, information, project, litigation, employee relations or other matter of which the Managing Member has actual knowledge (either directly or through an Affiliate) and which could reasonably be expected to have a material impact on the operations or financial position of a Property, a Subsidiary or the Company. The Managing Member shall provide all material information relating to the Properties or the management or operation of the Properties as any Member may reasonably request from time to time.

Section 5.10. Preferred Asset Manager .

(a) Appointment . The Preferred Member hereby appoints TriMont Real Estate Advisors, Inc. to act as the “Preferred Asset Manager” to perform certain tasks requested by the Preferred Member with respect to the Preferred Member’s interest in the Company, the Subsidiaries and the Properties.

(b) Authority and Function . The Preferred Asset Manager shall in general have limited authority to act as agent for the Preferred Member for the purpose of requesting and/or receiving information relating to the participation of the Preferred Member as a Member in the Company, examining, copying and auditing the records, books and accounts of the Company, the Subsidiaries and the Properties and performing other services. The Preferred Asset Manager shall not have the right to Approve or vote on any Major Decision on behalf of the Preferred Member or bind the Preferred Member. The Managing Member may rely on any requests by the Preferred Asset Member for information required to be provided herein as being consented to by the Preferred Member absent express knowledge from a written instrument that such action is not permitted or consented to by the Preferred Member. The Managing Member shall send to the Preferred Asset Manager copies of all Notices, reports and other written communications at the same time as they are sent to the Preferred Member.

(c) Monthly Fee . Subject to the provisions of the Senior Loan Documents, each Member hereby agrees that a fee equal to 20 basis points of the aggregate amount of (i) the Preferred Member’s unreturned Capital Contributions contributed pursuant to Section 2.1 and (ii) the Preferred Member’s Priority Additional Capital Contributions pursuant to Section 2.3 shall be payable in monthly installments to the Preferred Asset Manager as part of the Company Costs. The Managing Member shall pay the monthly fee so specified to the Preferred Asset Manager out of Company funds promptly after the end of each month while the Preferred Asset Manager is serving in that capacity. The monthly fee to the Preferred Asset Manager shall be subordinate to any amounts due and payable under the Senior Loan.

(d) Expenses . The Company shall reimburse the Preferred Asset Manager for all actual, reasonable, out-of-pocket costs and expenses (without markup) incurred by the Preferred Asset Manager in the performance of its duties under this Agreement.

(e) Removal or Replacement . The Preferred Member shall have the right at any time (1) to remove the Preferred Asset Manager from that position under this Agreement and (2) if the Preferred Member elects to do so in its sole and absolute discretion, to appoint a replacement Preferred Asset Manager. The Preferred Member may remove the Preferred Asset Manager and, if it elects to do so, appoint a replacement Preferred Asset Manager by giving Notice of such removal and replacement to the Sponsor Member and the Preferred Asset Manager in accordance with Article 14 . Upon the Preferred Asset Manager’s removal and until the Preferred Member appoints a replacement, all reports, Notices and other documents that are required to be sent by the Company, a Subsidiary or the Managing Member to the Preferred Asset Manager shall be sent directly to the Preferred Member.

Section 5.11. Power of Attorney .

(a) Each Member hereby irrevocably constitutes and appoints the Managing Member as its true and lawful attorney-in-fact, with full power of substitution, in its name, place and stead to make, execute, sign, acknowledge, record and file, on its behalf and on behalf of the Company or a Subsidiary, the following:

(1) A Certificate of Formation, a Certificate of Doing Business Under an Assumed Name, a Certificate of Qualification to Do Business and any other certificates or instruments that may be required to be filed by the Company, a Subsidiary or any of the Members under the laws of the State of Delaware and any other jurisdiction whose laws may be applicable to the operation and maintenance of the Properties;

(2) A Certificate of Cancellation of the Company or a Subsidiary and such other instruments as may be deemed necessary or desirable by the holder of such power upon the dissolution of the Company or a Subsidiary; and

(3) Any amendment of the instruments described in subsections (a) and (b) above, provided such amendments are either required by law to be filed or have been authorized by the particular Member or Members whose authorization is required.

The foregoing grant of authority (1) shall survive the Transfer by a Member of the whole or any portion of its Membership Interest, (2) is a special power of attorney coupled with an interest, is irrevocable and shall survive the bankruptcy or liquidation of any Member granting such power, (3) may be exercised by any replacement to the initial Managing Member serving in such capacity pursuant to the terms of this Agreement and (4) may be exercised by the holder on behalf of each Member by a facsimile signature or by listing all of the Members executing any instrument with a single signature as attorney-in-fact for all of them. The provisions of this Section shall survive the expiration or other termination of this Agreement. The Managing Member shall give Notice to the other Members at least three (3) Business Days prior to the exercise of any authority described in this Section stating the purpose of that exercise.

(b) Each Member hereby irrevocably constitutes and appoints the Preferred Member as its true and lawful attorney-in-fact, with full power of substitution, in its name, place and stead to make, execute, sign, acknowledge, record and file, on its behalf and on behalf of the Company or a Subsidiary, any document, instrument or agreement necessary to effectuate the provisions of Section 4.2, and to take any action in furtherance of the foregoing.

Section 5.12. Role of Non-Managing Member . Except to the extent expressly provided by this Agreement or the Delaware Act, a Non-Managing Member shall not participate in the management or control of the Company’s business, nor shall it transact any business for the Company, nor shall it have the power to act for or bind the Company, such power being vested solely and exclusively in the Managing Member as provided in this Agreement.

Section 5.13. Working Capital Funds .

(a) Working Capital Account . On the Effective Date, the Company shall establish a working capital account (the “ Working Capital Account ”) in accordance with the Loan Documents to be held and administered by the Preferred Asset Manager on behalf of the Company until such time as the Company shall have redeemed all of the Preferred Member’s Membership Interest in accordance with Section 4.2 hereof. All amounts available for application to the Working Capital Account shall be disbursed in accordance with Section 2.7.2 of the Mezzanine Loan Agreement and subsection (b) below.

(b) Sub-WC Account .

(1) The Preferred Asset Manager shall transfer funds on deposit in the Working Capital Account to the Sub-WC Account (as defined in Section 11.2(a)) for the payment (in accordance with subsection (2) below) of the applicable Company Costs permitted to be paid pursuant to Section 2.7.2 of the Mezzanine Loan Agreement (“ Permitted Company Costs ”) upon the delivery by the Managing Member to the Preferred Member and the Preferred Asset Manager of a statement on behalf of the Company in a form approved by the Members to the effect that the requested funds constitute Company Costs permitted to be paid under the Loan Documents and under this Agreement.

(2) Upon receipt of funds in the Sub-WC Account, such funds shall then be transferred into the applicable Property Account for payment of the applicable Permitted Company Costs.

Article 6
REPRESENTATIONS AND COVENANTS

Section 6.1. Representations of Sponsor Member . The Sponsor Member hereby represents and warrants to the Preferred Member that, except as set forth in Schedule 6.1 attached hereto:

(a) Formation and Capitalization of Company :

(1) All amounts described in Section 2.1 were contributed, paid or expended out of the personal funds or the liquid assets of the Persons listed on Schedule 6.1(a)(2) and none of those amounts were borrowed from an Affiliate of the Sponsor Member or a Sponsor Principal or any other Person in any manner or form.

(2) The Persons listed on Schedule 6.1(a)(2) collectively own one hundred percent (100%) of the equity and other ownership interests in the Sponsor Member and the Sponsor Principals are the only members, partners, shareholders, managers, officers, employees or agents of the Sponsor Member and are the only Persons who can direct or Control the management and operations of the Sponsor Member. Schedule 6.1(a)(2) contains a detailed written statement or chart describing the entire direct and indirect ownership structure of the Sponsor Member and sets forth the full names, addresses and, where relevant, jurisdiction of organization of all Persons who have a direct or indirect ownership interest in the Sponsor Member. No other Person has, directly or indirectly, any ownership or other equity, profits, voting or other comparable interest of any kind or nature in the Sponsor Member in any form, including the following: (i) any option or other contractual right to acquire any direct or indirect ownership or equity interest in the Sponsor Member or any constituent member, partner or shareholder, (ii) any right to receive or participate in profits or distributions from the Sponsor Member or (iii) any right to vote or otherwise participate in or direct the management or control of the Sponsor Member.

(3) The Sponsor Member and the Sponsor Principals have delivered or cause to be delivered to the Preferred Member all organizational documents of the Sponsor Member and of the constituent members, partners or shareholders of the Sponsor Member and all material agreements to which any of them or any Affiliate is a party relating to the Properties and the other transactions described in this Agreement, including a fully executed copy of the Contract of Sale.

(4) The Sponsor Member, the Sponsor Principals and their Affiliates have not had and do not have any written or oral agreement with any Person or any Obligation to any other Person with respect to the acquisition of the Properties or the other transactions described in this Agreement that will or may result in any Obligation on the part of the Company, the Subsidiaries or any Member or its Affiliate other than the agreements described in the Contract of Sale.

(5) The Sponsor Member, the Sponsor Principals and their respective Affiliates have not received and are not entitled to receive any payment or other form of consideration of any kind relating to the acquisition, financing, ownership or operation of any Property or the formation of the Company or any Subsidiary and related negotiations among the Members and their Affiliates, the obtaining of the Existing Financing, the acquisition and operation of the Properties or the other transactions described in this Agreement.

(b) Formation and Capitalization of Sponsor Member :

(1) The Sponsor Member is a limited liability company duly organized and validly existing under the laws of the State of Delaware with full power and authority and legal right to be a Member of the Company and to carry on its business in the manner and in the locations in which such business has been and is now being conducted by it, to execute and deliver this Agreement and to perform its Obligations hereunder.

(2) The Sponsor Member has all permits, licenses and approvals necessary for it to act as a Member and perform its duties pursuant to this Agreement.

(3) No consent of or approval or permission by any Third Party is required as a condition to the entering into of this Agreement by the Sponsor Member or any constituent member, partner or shareholder of the Sponsor Member other than such written consent, permission or approval as has been previously obtained, a copy of which has been delivered to the Preferred Member.

(4) The execution and delivery of this Agreement has been duly authorized by the Sponsor Member, this Agreement has been duly executed and delivered by the Sponsor Member and this Agreement constitutes the valid and binding Obligation of the Sponsor Member, enforceable against it in accordance with its terms.

(5) Neither the execution and delivery of this Agreement nor compliance with its terms will (whether before or after any applicable notice, cure or grace period) result in any breach or violation of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any Lien upon any property or assets of the Sponsor Member or any Sponsor Principal pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument or contract to which the Sponsor Member or any Sponsor Principal may be party or by which it or any of its Properties or assets may be bound, or violate any provision of law or any applicable order, writ, injunction, judgment or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency.

(6) No judgments are presently outstanding and unsatisfied against the Sponsor Member or any Sponsor Principal or any of their assets. Neither the Sponsor Member nor any Sponsor Principal nor any of their assets is involved in any litigation at law or in equity, or in any arbitration or other proceeding before any court, or by or before any governmental or administrative agency, which judgment, litigation or proceeding could, solely with respect to the Sponsor Member or any Sponsor Principal, reasonably be anticipated to have a material adverse effect on the Sponsor Principals or their property and assets. No such material judgment, litigation or proceeding is, to the best of the Sponsor Member’s knowledge, threatened against the Sponsor Member or any Sponsor Principal and, to the best of the Sponsor Member’s knowledge, no investigation looking toward such a proceeding has begun or is contemplated.

(7) No order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize, or is required in connection with the execution, delivery and performance by the Sponsor Member of this Agreement or the taking of any action contemplated by this Agreement in each case which has not already been obtained and delivered to the Preferred Member.

(8) Without implying that the Membership Interests are “securities” within the meaning of applicable securities laws, the Sponsor Member is acquiring its Membership Interests for investment and to evidence its direct investment in the Company and not with a view to the distribution of those Membership Interests in violation of any federal or state securities laws.

(9) To the best of the Sponsor Member’s knowledge, all information, documents and other materials provided by the Sponsor Principals or the Sponsor Member or by any other Person at the direction of the Sponsor Principals or Sponsor Member or any Affiliate thereof to the Preferred Member or its Affiliates, employees, attorneys, agents or consultants in connection with the formation of and equity investment in the Company and the acquisition and financing of the Properties are complete and accurate in all material respects.

(10) The Sponsor Member has been and is in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act, and other authorizing statutes, executive orders and regulations administered by OFAC, and related Securities and Exchange Commission, SRO or other agency rules and regulations, and has policies, procedures, internal controls and systems that are reasonably designed to ensure such compliance.

(11) The Sponsor Member (i) is familiar with the business proposed to be conducted by the Company and the Subsidiaries; (ii) has been advised that its interest in the Company may not be sold, transferred, or otherwise disposed of except as provided herein; (iii) understands that its interest in the Company has not been registered under the Securities Act, or any State securities laws, in reliance on an exemption for private offerings or the fact that it is not a security, and if its interest in the Company is a security, the Sponsor Member may not be able to resell it unless it is registered under the Securities Act and applicable State securities laws or unless an exemption from such registration is available; (iv) is a “sophisticated investor” with substantial prior experience in high risk business investments of the type described in this Agreement and is aware of and familiar with the risks associated with a private limited liability company and would qualify as an “accredited investor” as such term is defined in Rule 501 of Regulation D, as enacted pursuant to Sections 3(b) and 4(2) of the Securities Act; (v) is familiar with the type of investment which its interest in the Company constitutes and has reviewed the acquisition of such interest with its tax and independent legal counsel and investment representatives to the extent it deems necessary; (vi) was not solicited to invest in the Company through means of any general solicitation or general advertising; and (vii) has been given the opportunity to ask questions of, and receive answers from, knowledgeable representatives of the Company, and all such questions have been answered to the Sponsor Member’s satisfaction.

(1) Except as set forth in any appraisal, environmental, geotechnical, engineering, architectural, title and other reports relating to such Property and delivered to the Preferred Member, there are no material defects in the physical condition of the land, buildings and other improvements constituting such Property.

(2) There are no existing violations of any law, ordinance, regulation, license, permit or authorization issued with respect to such Property or the operations of the facilities and services therein that have not been already corrected and no such violation exists which could have a material adverse effect on the operation, the anticipated operation or the value of such Property.

(3) Neither Sponsor Member nor Sponsor Principals (or any affiliate or subsidiary thereof) has entered into any contract or agreement with respect to such Property, any Subsidiary or the Company except on arms length terms at market rates and disclosed to and Approved by the Preferred Member.

(4) There is no pending or threatened litigation or like proceeding against the existing or prior owner of any Property relating to such Property.

(5) Such Property complies in all material respects with all applicable environmental laws and regulations, including those relating to air, soil and water quality and storage, handling and disposal of hazardous substances and wastes, except to the extent described in the environmental reports relating to such Property and delivered to the Preferred Member.

(d) Neither the Sponsor Member nor the Sponsor Principal or any Affiliate thereof, will receive any fee or other compensation in connection with the acquisition, development, operation, management, disposition or financing of any Property or any Subsidiary, except as otherwise approved by the Preferred Member.

Section 6.2. Representations of Preferred Member . The Preferred Member represents and warrants to the Sponsor Member that:

(a) The Preferred Member is a limited liability company duly organized and validly existing under the laws of the State of Delaware with full power and authority and legal right to be a Member of the Company and to carry on its business in the manner and in the locations in which such business has been and is now being conducted by it, to execute and deliver this Agreement and to perform its Obligations hereunder.

(b) No consent of or approval by any Third Party is required as a condition to the entering into of this Agreement by the Preferred Member.

(c) The execution and delivery of this Agreement has been duly authorized by the Preferred Member. This Agreement has been duly executed and delivered by the Preferred Member and constitutes the valid and binding Obligation of the Preferred Member, enforceable against it in accordance with its terms.

(d) Neither the execution and delivery of this Agreement nor compliance with its terms will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any Lien upon any Property or assets of the Preferred Member pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which the Preferred Member may be party or by which it or any of its Properties or assets may be bound, or violate any provision of law or any applicable order, writ, injunction, judgment or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency.

(e) No judgments are presently outstanding and unsatisfied against the Preferred Member or any of its assets. Neither the Preferred Member nor any of its assets is involved in any litigation at law or in equity, or in any proceeding before any court, or by or before any governmental or administrative agency, which judgment, litigation or proceeding could, solely with respect to the Preferred Member, reasonably be anticipated to have a material adverse effect on the Preferred Member or its property or assets. No such material judgment, litigation or proceeding is, to the best of the Preferred Member’s knowledge, threatened against the Preferred Member and, to the best of the Preferred Member’s knowledge, no investigation looking toward such a proceeding has begun or is contemplated.

(f) No order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize, or is required in connection with the execution, delivery and performance by the Preferred Member of this Agreement or the taking of any action contemplated by this Agreement.

(g) Without implying that the Membership Interests are “securities” within the meaning of applicable securities laws, the Preferred Member is acquiring its Membership Interests for investment and to evidence its direct investment in the Properties and not with a view to the distribution of those Membership Interests in violation of any federal or state securities laws.

Section 6.3. Representations Regarding Brokerage Commissions . Each Member (a) represents and warrants to each other Member that neither it nor its Affiliates have dealt with any brokers, investment bankers, consultants or other Third Parties who are entitled to receive a commission or compensation in connection with the formation and capitalization of the Company and the Subsidiaries (including obtaining or arranging the Preferred Member’s equity investment) or the negotiation or completion of this Agreement and the other transactions described in this Agreement (including the acquisition of any Property and obtaining the Existing Financing) and (b) agrees to indemnify, defend and hold the Company, the Subsidiaries and each other Member harmless from and against any Losses for or relating to any claims for commissions or any other fees due in connection with the transactions described in this Agreement and arising or resulting from such Member’s actions.

Section 6.4. Covenants of Sponsor Member and Sponsor Principals . The Sponsor Member and the Sponsor Principals jointly and severally represent and agree for the benefit of the Preferred Member that:

(a) Each of them recognizes that (1) the Preferred Member and its Affiliates have expressed to them the importance of the identity and capabilities of the Sponsor Principals to the operational and financial success of the Company and the Subsidiaries and of the identity of all direct and indirect owners of the Sponsor Member to the investment by the Preferred Member in the Company, the Subsidiaries and the Properties, (2) the direct and indirect restrictions on Transfer of the Membership Interest of the Sponsor Member and the ownership and other interests in the Sponsor Member have been a material inducement for the Preferred Member’s entry into this Agreement and (3) each of them will comply strictly with the restrictions on Transfer set forth in Article 8 and the Loan Documents.

(b) Except to the extent permitted by Article 8 , the Sponsor Member and the Sponsor Principals will not (1) Transfer any of their direct or indirect equity interests in the Company or the Sponsor Member, (2) grant any option or other contractual right to acquire any of their direct or indirect interests in the Company, the Subsidiaries or the Sponsor Member or any of their interest in the equity or profits of the Company, the Subsidiaries or the Sponsor Member, (3) give or agree to give any other Person the right to vote or take other action with respect to their equity interests in the Company, the Subsidiaries or the Sponsor Member or (4) give or agree to give any other Person the right to control the management and affairs of the Company, the Subsidiaries or the Sponsor Member.

(c) The Sponsor Member and Sponsor Principals shall maintain the minimum net worth and liquid assets as required under the Loan Documents at all times throughout the term of this Agreement.

Section 6.5. Limitation of Liability of Preferred Member and Affiliates . The Sponsor Member and each Sponsor Principal, for itself or himself and on behalf of its or his Affiliates (collectively, “ Claiming Parties ”), hereby agrees that if the Claiming Parties, together or individually, make or assert any claim of any nature whatsoever, whether legal or equitable, including claims based on federal or state law, against the Preferred Member or its Affiliates arising out of or relating to (i) this Agreement, (ii) the formation or operation of the Company or the Subsidiaries, (iii) any loans made to the Company or the Subsidiaries, (iv) the negotiations and representations of the Parties preceding or following the execution of this Agreement, (v) any alleged breach, default or violation of this Agreement or any provision hereof or (vi) the proposed transactions described in this Agreement, then the following limitations on the liability of the Preferred Member, its Affiliates and its direct and indirect members, shareholders, partners, officers, directors and employees, and on the relief available to the Claiming Parties, shall apply: (1) under no circumstances shall the Claiming Parties (x) assert any claim or commence any legal or equitable action or proceeding against any Preferred Affiliate unless expressly authorized by this Agreement, (y) be entitled to any form of injunctive or other equitable relief unless expressly authorized by this Agreement or (z) be entitled to any lost profits or consequential, special or punitive damages and (2) any judgment against the Preferred Member or its Affiliates shall be enforceable against them only to the extent of the Membership Interests of the Preferred Member in the Company and the value of those Membership Interests. The provisions of this Section shall survive the expiration or other termination of this Agreement and the dissolution and winding up of the Company.

Section 6.6. Single Purpose Entity Requirements .

(a) The Members acknowledge that the existing Senior Lender and/or Mezzanine Lender requires (and any future lender may require) that the Company, the Subsidiaries and each Member be a bankruptcy-remote, single purpose entity for legal and financial reasons. Notwithstanding anything to the contrary in this Agreement, the Managing Member hereby agrees that it shall cause the Company and the Subsidiaries to comply with the covenants set forth below. In addition, each Member acknowledges and agrees that it is in each Party’s best interest to cause the Company and the Subsidiaries to comply with and have each Member comply with the following covenants:

(1) the Company will remain organized solely for the purpose of holding, directly or indirectly, an ownership interest in the Subsidiaries;

(2) the Company will not engage in any business or activity other than the ownership and management of the Subsidiaries;

(3) the Company will not have any (i) assets other than those related to its interest in the Subsidiaries or (ii) Indebtedness (except for the Debt and any Permitted Indebtedness (as such term is defined in the Senior Loan Agreement);

(4) the Company will not guarantee or otherwise become liable on or in connection with any obligation of any other Person;

(5) the Company will not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of the Company or any Affiliate of any such stockholder, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than an Affiliate;

(6) the Company will not incur, create or assume any Indebtedness (except for the Debt and any Permitted Indebtedness (as such term is defined in the Senior Loan Agreement);

(7) the Company will not make any loans or advances to any other Person (including, without limitation, any Affiliate);

(8) the Company will not become insolvent or fail to pay its debts from its assets as the same shall become due;

(9) the Company will not fail to conduct and operate its business in all material respects as previously conducted and operated;

(10) the Company will not fail to maintain its books and records and bank accounts separately from those of its Affiliates, including, without limitation, its members;

(11) the Company will not fail at all times to hold itself out to the public as a legal entity separate and apart from any other Person (including, without limitation, any Affiliate (including, without limitation, any member, trustee, beneficiary or other owner of the Company or any Affiliate of such member, trustee, beneficiary or other owner));

(12) the Company will not fail to file its own tax returns to the extent that it is legally required to do so (or file a consolidated tax return with any Person that includes the tax returns of the Company);

(13) the Company will not fail to maintain adequate capital for its normal obligations, reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(14) the Company will not fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person;

(15) the Company will not hold itself out to be responsible for the Indebtedness of any other Person;

(16) the Company will comply with all of the limitations on power set forth in this Agreement and the organizational documents of the Managing Member as in effect on the date hereof;

(17) the Company will hold all of its assets in its own name and will not commingle its assets with the assets of any other Person;

(18) the Company will utilize its own letterhead, invoices and checks, provided however that the Subsidiaries utilize a central account containing revenue of each of the Properties which account is used only to pay expenses related solely to the Properties. The Company will not permit any Affiliate or constituent party independent access to its bank accounts;

(19) the Company will hold title to its interest in the Subsidiaries in its own name;

(20) the Company will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate;

(21) the Company will not pledge its assets for the benefit of any other Person, other than pursuant to the Mezzanine Loan Documents as security for the Mezzanine Loan;

(22) the Company will correct any known misunderstandings regarding its separate identity;

(23) the business and affairs of the Company will be managed by the Managing Member, subject to the rights of the Preferred Member set forth herein, and at all times there will be at least two (2) Independent Managers of the Company. No Independent Manager may be removed or replaced without Cause (as such term is defined in the Mezzanine Loan Agreement), and unless the Company provides Mezzanine Lender with not less than three (3) Business Days’ prior notice of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in this Agreement relating to an Independent Manager. The Mezzanine Lender is an intended third-party beneficiary of the “special purpose” and “separateness” provisions of this Agreement;

(24) the Company will not, without the consent of each Independent Manager, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, (ii) seek or consent to the appointment of a receiver, liquidator or any similar official for the company or a substantial portion of its assets or properties, (iii) make a general assignment for the benefit of creditors, (iv) admit publicly or in writing to any creditor the Company’s inability to pay its debts generally as they become due, (v) declare or effectuate a moratorium on the payment of any obligations or (vi) take any action in furtherance of the foregoing. When voting with respect to any of the foregoing, the Independent Manager shall consider only the interests of the Company, including its creditors to the fullest extent permitted by law;

(25) So long as any portion of the Debt remains outstanding, except as expressly permitted pursuant to the terms of the Mezzanine Loan Documents, (i) Sponsor Member may not resign (unless it conveys its entire Membership Interest to the Preferred Member and (ii) no additional member will be admitted to the Company;

(26) So long as any portion of the Debt remains outstanding, (i) the Company shall not be dissolved and its affairs shall be wound up, only upon the first to occur of the following: (A) the termination of the legal existence of the last remaining Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Delaware Act or (B) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act; (ii) upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a Member of the Company, to the fullest extent permitted by law, the personal representative of such last remaining Member shall be authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (1) to continue the existence of the Company and (2) to the admission of the personal representative or its nominee or designee as the case may be, as a substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of such Member in the Company; (iii) the bankruptcy of the Sponsor Member shall not cause such Sponsor Member to cease to be a Member of the Company and upon the occurrence of such event, the business of the Company shall

continue without dissolution; (iv) in the event of the dissolution of the Company, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets and properties in an orderly manner), and its assets and properties shall be applied in the manner and in the order of priority, set forth in Section 18-804 of the Delaware Act; and (v) to the fullest extent permitted by applicable law, the Sponsor Member shall irrevocably waive any right or power that it might have to cause the Company or any of its assets or properties to be partitioned, to cause the appointment of a receiver for all or any portion of the assets or properties of the Company, to compel any sale of all or any portion of the assets or properties of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or inequity to cause the dissolution, liquidation, winding up or termination of the Company;

(27) the Company shall conduct its business and shall cause the Subsidiaries to conduct their respective business so that the assumptions made with respect to the Company, the Subsidiaries and the Sponsor Member in the Insolvency Opinion (if any) shall be true and correct in all respects. The company will comply with or cause the compliance with (i) all of the facts and assumptions (whether regarding the company or any other Person) set forth in the Insolvency Opinion (if any), (ii) all of the representations, warranties and covenants in Section 3.1.24 of the Mezzanine Loan Agreement and (iii) all of the organizational documents of the Company, the Subsidiaries and the Sponsor Member;

(28) without the unanimous consent of all of its Independent Managers, the Company will not (A) file a bankruptcy, insolvency or reorganization petition or otherwise institute insolvency proceedings or otherwise seek any relief under any laws relating to the relief from debts or the protection of debts generally, (B) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Company or for all or any portion of the Company’s assets or properties or (C) make a general assignment for the benefit of the Company’s creditors;

(29) the Company will not: (i) dissolve, merge, liquidate or consolidated; (ii) sell, transfer, dispose or encumber (except in accordance with the Mezzanine Loan Documents) all or substantially all of its assets or properties or acquire all or substantially all of the assets or properties of any other Person; or (iii) engage in any other business activity or amend this Agreement with respect to any matters set forth in Section 3.1.24 of the Mezzanine Loan Agreement, without the prior consent of the Mezzanine Lender in its sole discretion;

(30) to the fullest extent required by law, the Company and the Independent Managers will consider the interests of the Company’s creditors in connection with all actions;

(31) the Company will not have any of its Obligations guaranteed by an Affiliate except as contemplated by the Senior Loan Documents;

(32) the Sponsor Member will be a Person whose sole asset is its interest in the Company and the Sponsor Member (i) will cause the Company to comply with each of the covenants contained in this Section 6.6(a) ; (ii) will at all times comply with each of the covenants contained in this Section 6.6(a) ; (iii) will not engage in any business or activity other than owning an interest in the Company; (iv) will not acquire or own any assets or properties other than its Membership Interest in the Company and assets and property incidental to, or necessary for, its ownership interest in the Company; and (v) will not incur any debt, obligation or liability, secured or unsecured, direct, indirect or contingent (including pursuant to any guaranty or indemnity of any obligation or liability), other than unsecured trade payables for accounting, legal and other professional services incurred in the ordinary course of business related to the ownership of an interest in the Company that (A) do not exceed at any one time $10,000, and (B) are paid within thirty (30) days of the date incurred; and

(33) the Company will cause the Subsidiaries to comply with the single purpose entity requirements set forth in Section 5.1.14 of the Senior Loan Agreement.

(b) Each Member hereby agrees that, when conducting its own affairs, it will comply with the affirmative and negative covenants in substantially the form and substance set forth in subsection (a) above, with appropriate modifications to reflect its business.

Section 6.7. Noncompetition .

(a) During the Term of this Agreement, other than with respect to the properties set forth on Schedule 6.7 of this Agreement, the Sponsor Member and the Sponsor Principals shall not, and shall not cause or permit any of their Affiliates, directly or indirectly, (1) to purchase, build, develop, own, manage (including acting as property manager or leasing agent), operate or control or (2) to own or control any beneficial or equity interests in any owner, member, manager or constituent partner or shareholder of any project or property comparable to any Property within a 25-mile radius of such Property unless any such activity has been Approved in advance and in writing by the Preferred Member.

(b) During the Term of this Agreement, Sponsor Member and the Sponsor Principals shall not, and shall not cause or permit any of their Affiliates, directly or indirectly, to take any action which is calculated to persuade, or might reasonably be expected to persuade, a tenant who is not in default or breach of their lease at a Property, to terminate its existing lease or fail to renew such lease.

(c) The Sponsor Member and the Sponsor Principals agree that the Preferred Member shall have sole and exclusive authority to enforce this Section 6.7 on behalf of the Company and each Subsidiary without the Approval or other action of the Sponsor Member or any Sponsor Principal.

Article 7
INTENTIONALLY OMITTED

Article 8
TRANSFERS OF MEMBERSHIP INTERESTS AND INTERESTS IN MEMBERS

Section 8.1. General Restriction . No Transfer of all or part of a Membership Interest in the Company or of any direct or indirect ownership or other economic, profits, voting or other equity interest of any kind in a Member or any constituent shareholder, member or partner thereof shall be made or become effective unless the Transfer is permitted under this Article and until all requirements and conditions stated in this Article, which shall be read and construed as a whole, have been satisfied in full or have been waived by the non-transferring Member(s). Any Transfer in violation of this Article shall be invalid, ineffective and not enforceable for any purpose. No authorization, consent or waiver applicable to one Transfer shall apply or be deemed to apply to any other Transfer or requested Transfer.

Section 8.2. Permitted Transfers .

(a) Preferred Member . To the extent permitted or not prohibited under the Loan Documents, (1) (i) all or part of the Preferred Member’s Membership Interest or (ii) all or part of the direct or indirect membership interests in the Preferred Member may at any time, without the consent or approval of any other Member, be Transferred to (x) a Preferred Affiliate, (y) the Sponsor Member pursuant to any provision of this Agreement or through any other direct agreement with the Sponsor Member or Affiliate thereof or (z) any Qualified Organization and (2) the direct or indirect member interests in Torchlight Debt Opportunity Fund IV, LLC and/or DOF IV REIT Holdings, LLC and/or Bay Point TRS, LLC may be Transferred at any time without the consent or approval of any other Member.

(b) Sponsor Member . Neither the Sponsor Member’s Membership Interest nor any part of the direct or indirect ownership or other interests in either Sponsor Member or any Property Manager may be Transferred without the prior written consent of the Preferred Member, which consent may be granted or withheld by the Preferred Member in its sole and absolute discretion, other than to (1) the Preferred Member or an Affiliate pursuant to any provision of this Agreement or through any other direct agreement with the Preferred Member or any Affiliate and (2) one or more Permitted Affiliates of the Sponsor Member, in each case to the extent permitted or not prohibited under the Loan Documents.

Section 8.3. Compliance with Loan Documents . Notwithstanding any provision to the contrary contained in this Agreement, no Transfer shall be made or be effective unless (i) it complies with all applicable requirements and conditions of any Loan Document in effect at the time of the Transfer and does not violate them or (ii) the loan is being paid off at the time of the Transfer.

Section 8.4. Permitted Affiliates of Sponsor Member .

(a) Scope . Subject to the further requirements of subsection (b) and provided such Transfer is permitted under the Loan Documents, the following Persons are “Permitted Affiliates” of the Sponsor Member to whom Transfers may be made without the consent of the Preferred Member as required under this Article:

(1) The Sponsor Principals and any Person 100% of whose outstanding securities and other indicia of ownership and all economic, profits, voting and other equity interests are directly or indirectly owned, Controlled and held with power to vote by the Sponsor Principals;

(2) the spouse, divorced spouse, parents, brothers, sisters, children (natural or adopted), stepchildren and grandchildren (but not other members of the extended family) of a Sponsor Principal; and

(3) trusts, private foundations or other estate-planning entities or techniques that are for the sole benefit of one or more Persons described in clause (2).

(b) Limitations . A Person described in subsection (a) only shall be a Permitted Affiliate if and so long as all conditions stated below have been satisfied or have been waived in writing by the Preferred Member:

(1) After the Transfer to the Permitted Affiliate, the Sponsor Principals shall continue to have (1) the sole and exclusive Control of the Sponsor Member and sole and exclusive authority to approve or vote on Major Decisions and all other matters affecting the Company on behalf of the Sponsor Member, (2) at least a fifty percent (50%) direct or indirect ownership, economic and beneficial interest in the Sponsor Member;

(2) the Preferred Member has not notified the Sponsor Member in writing that it has reasonably determined that the Permitted Affiliate is a competitor of the Preferred Member or any Preferred Affiliate in any significant market or activity;

(3) if an individual, the Permitted Affiliate is a U.S. citizen or resident;

(4) if a legal entity of any type, the Permitted Affiliate is formed or organized under the laws of any state of the United States and complies with such purpose;

(5) the Preferred Member has not notified the Sponsor Member in writing that it has reasonably determined that one or more Transfers are part of a series of Transfers to a Person who is not a Permitted Affiliate; and

(6) the Permitted Affiliate is not a Prohibited Person.

(c) Notice and Cure . When a specified Person no longer qualifies as a Permitted Affiliate of the Sponsor Member, the Sponsor Member and the Sponsor Principals shall cause that Person to Transfer the Membership Interest such Person holds in the Company or the ownership or other interests such Person holds in the Sponsor Member (or constituent shareholder, partners or members of the Sponsor Member) to be Transferred, within thirty (30) days after learning that such Person is no longer a Permitted Affiliate, to another Person who is a Permitted Affiliate.

Section 8.5. Compliance with Loan Documents . Notwithstanding any provision to the contrary contained in this Agreement, no Transfer shall be made or be effective unless (i) it complies with all applicable requirements and conditions of any Loan Document in effect at the time of the Transfer and does not violate them or (ii) the loan evidenced or secured by the loan Documents is being paid off at the time of the Transfer. Each Member shall, and shall cause any Affiliate with a Membership Interest to, deliver to the Company and each non-transferring Member at least five (5) Business Days prior to the effective date of any Transfer a written certification stating that (a) any necessary consent of the relevant lender to the Transfer has been obtained (together with a complete copy of the Lender’s consent) or (b) no consent of the relevant lender to the Transfer is required.

Section 8.6. Partial Transfers . If a Member Transfers less than all of its Membership Interest in the Company or if all or part of the direct or indirect ownership or other interests in a Member are Transferred:

(a) such Member shall continue to be a Member of the Company, shall be solely and fully liable and responsible for all Obligations under the Agreement relating to the Membership Interest that it continues to hold, as well as the Membership Interest that it had Transferred and shall be solely and exclusively entitled to receive the full amount of distributions to which it was originally entitled under this Agreement;

(b) if such Member has the right to vote on Major Decisions, it shall continue to have the sole and exclusive right to approve Major Decisions and to take other actions required or permitted under this Agreement;

(c) any Transferee of a partial Membership Interest from such Member shall not be admitted as or deemed to be a Member of the Company for any purpose;

(d) the Company and the remaining Members shall have no Obligation (including for payment of distributions) to the Transferee from such Member; and

(e) the Transfer shall be required to comply with all applicable requirements and conditions under any Loan Document.

Section 8.7. Transfer of Entire Member Interest . If a Member proposes to Transfer its entire Membership Interest in the Company to another Person as permitted by this Article, the Transfer shall not be completed or effective until all of the requirements stated below have been satisfied:

(a) the Transferee has prepared, signed and delivered to the Company and each other remaining Member an Assignment and Assumption of Membership Interests in the form of Exhibit H to this Agreement (subject to reasonable modification) in which (1) the Transferring Member assigns its entire Membership Interest in the Company to the Transferee, (2) the Transferee assumes all obligations of the Transferring Member under the Agreement from and after the effective date of the Transfer and (3) the Transferring Member and the Transferee agree to pay all costs and expenses (including attorney’s fees) incident to the Transfer, including those incurred by the Company and any non-Transferring Member;

(b) the only business purpose of the Transferee shall be to own the Membership Interests and the applicable organizational document will comply with all Loan Document requirements, and shall include the affirmative and negative covenants substantially in similar form and substance as the covenants set forth in Section 6.6 ;

(c) upon the Transfer of its entire Membership Interest in the Company and the admission of such Member’s Transferee as a substitute Member pursuant to this Article, a Member shall be deemed to have withdrawn from the Company;

(d) distributions payable on and after the date of the Transfer shall be payable solely to the Transferee and the Transferring Member shall have no claim to such distributions (unless otherwise provided in any contract or agreement between the Transferor and Transferee) even if all or a portion of such amount relates to a period prior to the Transfer;

(e) the Transferee shall deliver to the Transferor an opinion of counsel in form and substance reasonably satisfactory to the Transferor and its counsel and covering the due authorization, execution and delivery by the Transferee of the documents and consents evidencing and authorizing the Transfer of the Membership Interest in the Company; and

(f) the Transfer complies with all applicable requirements and conditions under any Loan Document.

Section 8.8. Additional Restrictions . Notwithstanding any provision to the contrary contained in the Agreement, no Transfer by a Member of any or all of its Membership Interest in the Company to another Person shall be made or be effective if the Transfer would or would likely (1) cause the Company to be treated as an association taxable as a corporation for federal income tax purposes, (2) cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or (3) violate the Securities Act of 1933, as amended, or any other applicable federal or state securities laws, rules or regulations.

Section 8.9. Pledge of Membership Interests .

(a) Upon a foreclosure, sale or other transfer of the Sponsor Member’s Membership Interest in the Company pursuant to the Mezzanine Pledge Agreement, the holder of such Membership Interest shall, upon execution of a counterpart to this Agreement, automatically be admitted as Member of the Company upon such foreclosure, sale or other transfer, with all of the rights and obligations of a Member hereunder, subject to the limitations on transferability of such interest as described in this Section 8.9(a) . The Company acknowledges that the pledge of the membership interest in the Company made by the Sponsor Member in connection with the Mezzanine Pledge Agreement shall be a pledge not only of profits and losses of the Company, but also a pledge of all rights and obligations of the Sponsor Member. Upon a foreclosure, sale or other transfer of the Membership Interests of the Company pursuant to the Mezzanine Pledge Agreement, the successor Member may transfer its interests in the Company, subject to this Section 8.9(a) . Notwithstanding any provision in the Delaware Act or any other provision contained herein to the contrary, the Sponsor Member shall be permitted to transfer, upon any foreclosure of such pledge in connection with the admission of the Mezzanine Lender as a Member, to the Mezzanine Lender its rights and powers to manage and control the affairs of the Company pursuant to the terms of the Mezzanine Pledge Agreement.

(b) Notwithstanding anything to the contrary contained herein, the Sponsor Member shall not, without the prior written consent of the Mezzanine Lender, issue and shall not permit the issuance of any additional Membership Interest of the Company other than its initial issuance of Membership Interests issued on or prior to the date of this Agreement.

(c) Each Member’s Membership Interests in the Company is a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

Article 9
RIGHTS AND DUTIES OF MEMBERS

Section 9.1. Relationship of Members . Each Member agrees that, to the fullest extent permitted by Section 18-1101 and other provisions of the Delaware Act and except to the extent expressly stated in this Agreement:

(a) The Managing Member shall have the same fiduciary duty, responsibility and obligation to the Company and to each other Member of loyalty, care, good faith and fair dealing as are imposed on a general partner in a general partnership formed under Delaware law.

(b) No Member other than the Managing Member shall have any fiduciary or other implied duty, responsibility or obligation of loyalty, care, good faith or fair dealing to the Company or any other Member.

(c) Any consent, approval of a Major Decision, election to exercise rights under this Agreement, determination or other action by a Member shall be given, taken, or withheld in the sole and absolute discretion of that Member in the best interests of itself and its Affiliates and without regard to the best interests of the Company or another Member and its Affiliates or the financial, tax or other effect on the Company or another Member or its Affiliates.

Section 9.2. Limitation of Authority . No Member shall have authority to bind or act for the Company, a Subsidiary or another Member or incur or assume any Obligation or behalf of the Company, a Subsidiary or any other Member or to act as the agent, representative or attorney-in-fact for any other Member, a Subsidiary or the Company except to the extent expressly provided in (a) this Agreement or (b) as expressly set forth as a Major Decision, Approved by the Members.

Section 9.3. Limitation of Members’ Liability . No Member shall be responsible or liable for the Obligations of the Company or any Subsidiary except to the extent expressly required by the Delaware Act, this Agreement or any other agreement to which the Member is a party.

Section 9.4. Other Activities .

(a) The Managing Member shall be required to manage the Company as its primary activity and function. Subject to Section 6.7 , Affiliates of the Members may have other business interests and may engage in other activities in addition to those relating to the Company, including the making or management of other investments (debt and equity). Each Member recognizes that Affiliates of the Members have an interest in investing in, owning, operating, transferring, leasing and otherwise using real property and interests therein for profit, and engaging in any and all related or incidental activities and that each will make other investments consistent with such interests and the requirements of any agreement to which they or their Affiliates are a party. Except as provided in Section 6.7 and except to the extent stated in another agreement to which a Member is a party or by which it is bound: (1) neither the Company nor any Member shall have any right by virtue of this Agreement or the relationship created hereby in or to any other ventures or activities in which the Sponsor Member, the Preferred Member or Affiliates of any Member are involved or to the income or proceeds derived from those ventures or activities; (2) the pursuit of other ventures and activities by the Sponsor Member, the Preferred Member or Affiliates of any Member, even if competitive with the business of the Company or a Subsidiary, is hereby consented to by all other Members and shall not be deemed wrongful or improper under this Agreement or applicable law; and (3) no Affiliate of a Member shall be obligated to present any particular investment opportunity to the Company, even if such opportunity is of a character which, if presented to the Company, could be taken by the Company, and each such Affiliate shall have the right to take for its own account, or to recommend to others, any such particular investment opportunity and no provision in this Agreement shall limit or restrict in any manner whatsoever the activities of any Preferred Affiliate.

Section 9.5. Confidentiality . Neither the Sponsor Member, nor Sponsor Principal nor any of their Affiliates shall disclose the terms of this Agreement without the prior written consent of the Preferred Members except (a) to its attorneys, accountants and other advisors, (b) to the extent required by law to any governmental agency or unit or in any Court proceeding, (c) to prospective assignees of Membership Interests or interests in the Sponsor Member who agree to maintain the confidentiality of the provisions of this Agreement or (d) to an existing or prospective lender to the Company or any Subsidiary. In addition, the Sponsor Member and Sponsor Principals shall not disclose the fact that the Preferred Member or its Affiliates are Members or investors in the Company or the Subsidiaries in advertising, press releases or other comparable statements to the public without the prior written consent of the Preferred Member. The provisions of this Section shall survive the expiration or other termination of this Agreement. Except as may be required by securities or other laws, this Section 9.5 shall not apply to tax matters and such tax matters may be disclosed.

Section 9.6. No Partition . Each Member hereby irrevocably waives any and all right that it may have to maintain any action for partition of all or any portion of any Property.

Article 10
INDEMNIFICATION

Section 10.1. Indemnification by Company . The Company as Indemnitor shall, subject to the limitations stated below and those set forth in Section 10.4 , indemnify, defend and hold harmless each Member and its Affiliates as Indemnitees to the fullest extent permitted by applicable law against all Losses of those Indemnitees caused by, resulting from or arising out of the participation by any Indemnitee in the activities of the Company as Members. The Indemnitor shall be required to indemnify the Indemnitee pursuant to this Section only if (a) the Indemnitee acted in good faith, in a manner required or permitted by the terms of this Agreement, (b) the Indemnitee is not obligated to indemnify the Company, any Subsidiary, other Members or their Affiliates against Losses arising out of the same action or inaction pursuant to Section 10.2 and (c) with respect to any criminal action or proceeding, the Indemnitee did not have reasonable cause to believe that its conduct was unlawful. The termination of a lawsuit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that an Indemnitee did not meet those standards. Any indemnification by the Company permitted under this Section shall be made solely out of the assets of the Company. No Member shall be obligated to make any Capital Contributions or loans to the Company to enable the Company to provide such indemnification.

Section 10.2. Indemnification by Member . Subject to the provisions of Section 6.5 , each Member as Indemnitor shall indemnify, defend and hold harmless the Company, the Subsidiaries and each other Member and its Affiliates as Indemnitees to the fullest extent permitted by applicable law against all Losses of those Indemnitees caused by, resulting from or arising out of (a) losses, damages, liabilities, costs and expenses (including attorneys’ fees) incurred as a result of the violation, default or breach by the Indemnitor of this Agreement, (b) the failure of the Indemnitor or any of its Affiliates (including a Sponsor Principal, if applicable) to comply with the requirements of or default under any guaranty, indemnity agreement or other like instrument given by any of them under or in connection with any Existing Financing or any other financing obtained by the Company or a Subsidiary or (c) the fraud, intentional violation of law, willful or intentional misconduct or gross negligence of the Indemnitor or any of its Affiliates (including a Sponsor Principal, if applicable) that causes the Company or a Subsidiary to breach or default under any Existing Financing or any other agreement to which the Company or a Subsidiary is a party.

Section 10.3. Indemnification by Transferring Member . Any Member that Transfers all or any portion of its Membership Interest and any Sponsor Principal who Transfers all or any part of its ownership or other interests in the Sponsor Member shall in each case as Indemnitor indemnify, defend and hold harmless the Company, the Subsidiaries, each other Member and their Affiliates as Indemnitees to the fullest extent permitted by applicable law against all Losses of those Indemnitees caused by, resulting from or arising out of (i) any failure by the Indemnitor to comply with any federal, state, local or foreign securities, antitrust or other laws or regulations applicable to such Transfer (including those relating to payment of transfer taxes) or (ii) any breach, default or violation of any Existing Financing or any future financing caused by or attributable to such Transfer.

Section 10.4. Limitations on Indemnification . No Indemnitor shall be obligated to indemnify an Indemnitee pursuant to this Article to the extent that (a) the Indemnitee has committed by way of action or omission any fraud, intentional violation of law, gross negligence, or willful misconduct, (b) the Loss to the Indemnitee was caused by, resulted from or arose out of a breach, default or violation by the Indemnitee of this Agreement and the breach, default or violation was intentional, willful or grossly negligent, (c) the Loss to the Indemnitee was caused by, resulted from or arose out of the requirements of any guaranty, indemnity agreement or other like instrument given by the Indemnitee in connection with any Existing Financing or any future financing obtained by the Company or a Subsidiary (whether or not the Loss was caused by, resulted from or arose out of any breach or other failure by the Indemnitee thereunder), except to the extent the Indemnitee is not the Preferred Member and the Loss was caused solely by the gross negligence or intentional misconduct of the Preferred Member, or (2) the Loss to the Indemnitee was caused by or resulted from or arose out of any of its Affiliates (including the Sponsor Principals with respect to the Sponsor Member) taking any action or causing any event described in clauses (a) through (c) above.

Section 10.5. Indemnification Procedures and Restrictions .

(a) If a claim or assertion of liability is made by a Third Party against a possible Indemnitee that, if prevailed upon by any such Third Party, may result in that Party being entitled to indemnification as an Indemnitee pursuant to this Article (“ Claim ”), the Indemnitee will upon learning of the Claim give to each possible Indemnitor immediate written Notice of the Claim and request the Indemnitors to defend the Claim at the Indemnitors’ sole cost and expense with counsel reasonably acceptable to the Indemnitee. Failure to so notify the Indemnitors will not relieve the Indemnitors of any liability that the Indemnitors may have to such Indemnitee except to the extent that such failure actually and materially prejudices the Indemnitors’ legal position. Counsel for the Company (past or present) shall not represent any Member or its Affiliates in the assertion or defense of any Claim or in any dispute with another Member or its Affiliates. The Indemnitors shall have the obligation to defend the Indemnitee against the Claim if such Indemnitee is entitled to indemnification pursuant to this Article. The Indemnitors shall give written Notice within five (5) Business Days to the Indemnitee of acceptance or rejection of the defense of the Claim and the name of the counsel selected by the Indemnitors to defend the Claim. If an Indemnitor refuses or fails for any reason to defend an Indemnitee in violation of this Section, or places qualifications or conditions on the acceptance of the obligation to defend such Claim, the Indemnitee (provided Indemnitor may participate in the defense of such claim) (1) shall have the right to defend the Claim with legal counsel it selects and (2) after any final non-appealable judgment or binding settlement or dismissal, if the Indemnitor is the Company, a Subsidiary or another Member, shall be paid or reimbursed the full amount of all costs and expenses (including attorneys’ fees) which the Indemnitee incurred in defending itself before any distributions are made pursuant to Article 4 . Even if the defense of the Claim is unconditionally accepted, the Indemnitee shall be entitled to participate with the Indemnitors in the defense and also will be entitled at its option (and expense) to employ separate counsel for the defense. Each Indemnitor and Indemnitee shall cooperate with each other in the defense of a Claim and shall make its relevant records available to the other with respect to the defense except to the extent that any such Person shall reasonably determine (based upon advice of counsel) that making all or any portion of its relevant records available to another Person would constitute a waiver and result in the loss of the attorney-client privilege or the attorney work-product privilege between such Person and its legal counsel; provided, however , that each Member recognizes and agrees that legal work and legal services performed in connection with the Properties and the operation and management of the Company and the Subsidiaries (whether or not legal counsel was engaged by the Members) is performed on behalf of the Company, the Subsidiaries and its Members, so that neither any Member, the Subsidiaries nor the Company shall be entitled to withhold from any Member records relating to work or services that is performed on behalf of the Company or a Subsidiary or in connection with the Properties.

(b) No Indemnitee shall be entitled to indemnification under this Article if it has entered into any written settlement or compromise of any Claim without the prior written consent of the Indemnitors. If a bona fide settlement offer is made with respect to a Claim and the Indemnitors desire to accept and agree to the offer, the Indemnitors will give written Notice to the Indemnitee to that effect (“ Settlement Notice ”). If the Settlement Notice (1) includes a full, unconditional release of the Indemnitee, which release is enforceable in the reasonable opinion of the Indemnitee’s counsel, (2) does not have any material adverse effect on the Indemnitee (it being understood and agreed by the Members, however, that use of Available Cash from Operations or Net Capital Transaction Proceeds that would otherwise be available for distribution to Members pursuant to Article 4 shall be deemed to constitute a material adverse effect for purposes of this provision) and (3) the Indemnitee fails to consent to the settlement offer within ten (10) Business Days after receipt of the Settlement Notice or rejects the settlement offer, then the Indemnitee shall thereafter be solely responsible for continuing the defense of such Claim. In that event, the maximum liability of the Indemnitors as to such claim will not exceed the amount of such settlement offer.

(c) Funds of the Company shall not be used for indemnification except to the extent that the Company or a Subsidiary is an Indemnitor and is the only responsible Party to provide indemnification under this Article. Any payment of Losses or any other amounts by any Member as Indemnitor pursuant to this Article shall not be treated or deemed to be a Capital Contribution by that Member under this Agreement. No payment by a Member or its Affiliates of amounts pursuant to any guaranty, indemnity agreement or other like instrument given by any of them in connection with any Existing Financing or any future financing obtained by the Company or a Subsidiary shall be treated or deemed to be a Capital Contribution or other loan or contribution of any kind to the Company by or on behalf of that Member under this Agreement. Each Member, for itself and on behalf of its Affiliates, hereby irrevocably and unconditionally waives and releases any subrogation or similar right that any of them would otherwise have against the Company or a Subsidiary because or as a result of a payment made by any of them pursuant to any such guaranty, indemnity agreement or other like instrument unless and until each lender under such Existing Financing or future financing has been paid in full in cash.

Section 10.6. Use of Distributions to Satisfy Indemnification Obligations . If a Member as Indemnitor fails for any reason to pay an amount owed to the Company, a Subsidiary, another Member or its Affiliates or Affiliates as Indemnitees pursuant to the indemnification provisions of this Article, the Company shall deduct the amount owed (including accrued interest at the rate of 20% per year, compounded monthly) from cash distributions otherwise payable to the Indemnitor pursuant to Article 4 and shall pay the amount so deducted directly to the Indemnitee in satisfaction of the Indemnitor’s obligation. The amount so deducted shall nevertheless be treated for all purposes as having been distributed to the Indemnitor pursuant to this Agreement. In addition, if a Member as Indemnitee satisfies any Claim with its own funds and the Indemnitor breaches its Obligations to Indemnify the Indemnitee pursuant to this Article, the amounts so funded by the Indemnitee with respect to such Claim (at the option of each Indemnitee) shall be deemed to be a Capital Contribution made by such Indemnitee to the Company for all purposes of this Agreement.

Section 10.7. Indemnification Not Exclusive . The indemnification rights described in this Article shall be in addition to any other rights that an Indemnitee may have under any other agreement between the Members and/or for the Company or a Subsidiary, pursuant to any law or regulation or through insurance and shall continue as to an Indemnitee who is no longer a Party and shall inure to the benefit of its Permitted Successors.

Section 10.8. Insurance . The Company may purchase and maintain insurance on behalf of any Indemnitee if approved as a Major Decision. If insurance is obtained for any Indemnitee, it shall be obtained on the same basis for all other Indemnitees who have comparable risks.

Section 10.9. Survival of Indemnification Obligations . The indemnification obligations under this Article shall survive the Transfer of Membership Interests by any Member, the sale of the Properties by the Company or the dissolution of the Company.

Article 11
FINANCIAL AND ACCOUNTING MATTERS

Section 11.1. Books and Records . The Managing Member shall maintain or cause to be maintained, at the expense of the Company and in a manner customary and consistent with good accounting principles, practices and procedures, office records, books and accounts (which shall be and remain the property of the Company) in which shall be entered fully and accurately each and every financial and other transaction with respect to the operations of the Company and ownership and operation of the Properties. Bills, receipts, vouchers and other appropriate evidence of revenues and expenses of the Company shall be maintained on file by the Managing Member. The Managing Member shall maintain all records, books and accounts of the Company in a safe manner and separate from any other records, books and accounts. All records, books and accounts shall be prepared and maintained by the Managing Member at the principal place of business of the Company or any other Approved place or places. Each Member or its duly authorized representative shall have the right to inspect, examine, copy and audit all records, books and accounts at the Company’s office during reasonable business hours.

Section 11.2. Bank Accounts .

(a) The Managing Member shall deposit and shall cause the Company, each property or asset manager employed by or on behalf of the Company and, to the extent required under the Loan Documents, the tenants under all leases with the Properties to deposit all revenues and receipts of the Company, including cash balances derived from rents or occupancy payments or otherwise arising from ownership or leasehold interest of the Properties into the Working Capital Account. Funds shall then be released from the Working Capital Account into a bank account established in the name of the Company (the “ Sub-WC Account ”) in accordance with Section 5.13 and then further transferred into one or more bank accounts established in the name of the applicable Fee Subsidiaries with respect to the applicable Property (each, a “ Property Account ” and, together with the Sub-WC Account, collectively, the “ Accounts ” or individually, an “ Account ”) for payment of the Permitted Company Costs. In no event shall any Account be commingled with any accounts of the Managing Member or any other Person. Each Account shall be opened in such depository institution under such arrangements as the Members shall Approve. Any investment of funds in an Account shall be made in the name of the Company and shall be invested in one or more of the Permitted Investments.

(b) Through the use of signature cards, authorized representatives of the Managing Member and the Preferred Member shall have access to all Accounts and their contents; provided, however, to the extent the Company fails to redeem the Preferred Member’s Membership Interests in the Company for the Redemption Price on or before the Redemption Date, then immediately thereupon the Managing Member shall no longer be authorized to access the Accounts and their contents. Funds in the Account shall be disbursed in accordance with Section 2.7.2 of the Mezzanine Loan Agreement.

(c) The Managing Member shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Company and the Subsidiaries. The funds of the Company shall not be co-mingled with the funds of the Managing Member or any other Person and the Managing Member shall not employ such funds in any manner except for the benefit of the Company and in accordance with the terms of this Agreement, including the Approved Budget.

Section 11.3. Intentionally Omitted .

Section 11.4. Annual Reports . As soon as practicable (but in no event later than sixty (60) days after the end of each Fiscal Year during the term of this Agreement), the Managing Member shall, arrange for and furnish to the Preferred Member and the Preferred Asset Manager annual financial statements (each, an “ Annual Report ”) for such Fiscal Year accurately reflecting the financial condition and the results of operation of the Properties, including statements and calculations of Available Cash from Operations, Net Capital Transaction Proceeds and Company Costs, all prepared in accordance with GAAP and the applicable provisions of this Agreement and, if required by either Member or by the Loan Documents, audited and certified by the Accountants.

Section 11.5. Reports under Loan Documents . The Managing Member shall send to the Preferred Member and the Preferred Asset Manager all financial or other reports or written data sent to a lender of the Company or a Subsidiary pursuant to the Loan Documents.

Section 11.6. Reports under Property Management Agreement and Development Agreement . The Managing Member shall send to the Preferred Asset Manager all reports and statements that the property manager is required to produce or generate pursuant to the requirements under any property or asset management agreement or the developer is required to produce or generate pursuant to the requirements under any development agreement.

Section 11.7. Information Requests . The Managing Member on behalf of the Company shall provide to the Preferred Member: (1) within twenty-five (25) days after the end of each calendar quarter, an estimate of the Company’s gross assets as of such quarter-end and gross income for the year through such quarter-end as determined for purposes of Section 856(c) of the Code, and (2) all information reasonably requested by the Preferred Member related to the business and operation of the Company, the Subsidiaries or the Properties, including such information as the Preferred Member may reasonably request in order to determine its (or its direct or indirect holders) qualification as a REIT.

Article 12
TAX MATTERS

Section 12.1. Taxation as Partnership . The Members intend and hereby agree that the Company shall be treated as a partnership the Members shall be treated as partners and the Preferred Member’s interest shall be treated as a partnership interest for federal, state, local and foreign income tax purposes. No Party shall take any action that will result in the Company being taxed other than as a partnership. The Managing Member shall prepare and file with the IRS and other necessary tax authorities all documents necessary, if any, to confirm and maintain this classification as a partnership. This classification as a partnership is solely for income tax purposes and the Company, its Members and their Affiliates shall not be treated or deemed to be partners or a partnership for any other purpose.

Section 12.2. Capital Accounts; Tax Allocations . Exhibit I attached to this Agreement provides for the maintenance of Capital Accounts for each Member and allocation of profits, losses and other tax items to the Members.

Section 12.3. Tax Matters Member; Tax Audits . The Managing Member is hereby designated as the “tax matters partner” for the Company, as that term is defined in Section 6231(a)(7) of the Code and corresponding provisions of applicable state law, and shall have all the rights and powers of the “tax matters partner” pursuant to those provisions. All tax audits and tax litigation shall be conducted under the direction and control of the Managing Member. Consistent with the requirements of the Code and the Treasury Regulations, the Managing Member shall take commercially reasonable measures to inform the other Members of any material decision or action it takes as “tax matters partner” and shall obtain the consent of the Preferred Member prior to taking any material action as tax matters partner. From and after January 1, 2018, the Managing Member shall be the “partnership representative” for the Company, as that term is defined in Section 6223 of the Code. The Managing Member shall elect the application of Section 6226 of the Code with respect to any “imputed underpayment” (as defined in such Code section).

Section 12.4. Tax Elections . The Managing Member shall have the exclusive right to make any determination whether the Company shall make available elections (including any election pursuant to Section 754 of the Code relating to certain adjustments to the basis of the Company’s Property) for federal, state or local income tax purposes. The Managing Member shall determine any issue regarding or affecting the reporting or characterization for tax purposes of items of income, gain, loss or deduction of the Company. Notwithstanding anything herein to the contrary, the Managing Member (i) shall obtain the consent of the Preferred Member prior to making any material tax election or tax determination, and (ii) will not make any election or cause any person to make any election that would result in a Subsidiary being treated as anything other than a disregarded entity for U.S. tax purposes (or a partnership if it has more than one member) without the approval of the Preferred Member.

Section 12.5. Tax Returns . All U.S. federal, state and local income tax returns shall be prepared by the Accountants under the direction of the Managing Member. The Managing Member shall cause the Accountants to submit drafts of all tax returns (including all related schedules and exhibits and upon request, copies of all supporting workpapers) to the Members, together with a request for comments on their contents, at least thirty (30) days prior to the required filing date (including extensions). All tax returns shall be subject to the final approval of the Preferred Member and the Managing Member shall file or cause to be filed all such tax returns required to be filed by or on behalf of the Company. All costs and expenses associated with the preparation and filing of tax returns and other tax work required or permitted by this Article shall be Company Costs and shall be paid or reimbursed by the Company. The Managing Member shall cause the Company to furnish each Member, within seventy-five (75) days following the end of each Fiscal Year, a Schedule K-1 for such Fiscal Year.

Section 12.6. Withholding Taxes . The Managing Member shall take all such actions reasonably necessary for the Company to comply with any withholding or comparable tax requirements under federal, state, local and foreign law and shall remit any amounts withheld to, and file required forms with, the applicable jurisdictions. All amounts withheld shall be treated as having been distributed to the Member with respect to whom the withholding was made. If a Member receives an amount that should have been withheld, the Managing Member may, at its option, (a) require that Member to reimburse the Company for such withholding or (b) reduce any subsequent distributions to that Member by the amount of the required withholding. Each Member agrees to furnish the Company with such representations and forms as the Managing Member shall reasonably request to assist in complying with the Company’s withholding obligations. A Member subject to withholding shall pay or reimburse to the Company all identifiable costs or expenses of the Company caused by or resulting from withholding (or the failure to provide for such withholding) with respect to that Member.

Section 12.7. REIT Status . The Managing Member shall at all times use best efforts (subject to the Approval of the Preferred Member being granted where necessary) to conduct the business of the Company and the Subsidiaries such that (a) the nature of the Company’s assets and gross revenues (as determined pursuant to Section 856(c)(2), (3) and (4) of the Code) would permit the Company (determined as if the Company were a real estate investment trust (“ REIT ”) for U.S. federal income tax purposes) to qualify as a REIT under Section 856 of the Code, (b) the Company will not realize any income from foreclosure property within the meaning of Section 857(b)(4) of the Code, (c) the Company will not engage in a prohibited transaction within the meaning of Section 857(b)(6) of the Code, (d) the Company and the Subsidiaries will not be treated as operating or managing a lodging facility or a health care facility within the meaning of Section 856(l)(3) of the Code, and (e) if the Company holds directly or indirectly an interest in any entity that is treated as a corporation for U.S. federal income tax purposes it shall cause such corporation to elect to be a taxable REIT Subsidiary in accordance with Section 856(l) with respect to the Preferred Member (or any direct or indirect beneficial owner thereof) within seventy five (75) days of the Company holding such interest in such corporation. In furtherance of the foregoing, prior to providing any new services or amenities at the Properties, the Sponsor Member shall consult the Preferred Member and shall, if requested by the Preferred Member, use commercially reasonable efforts as directed by the Preferred Member to cause such services to be provided through a taxable REIT Subsidiary. In addition, notwithstanding anything herein to the contrary, the Company shall distribute to the Members in each calendar year an amount equal to no less than 90% of its “real estate investment trust taxable income” (as defined in Section 857 of the Code) for such calendar year, determined as if the Company were a REIT.

Article 13
DISSOLUTION AND WINDING UP

Section 13.1. Events Resulting in Dissolution . The Company shall dissolve pursuant to the Delaware Act only if one or more of the following events occurs:

(a) The sale of all or substantially all of the Properties or the Company’s interest in each of the Subsidiaries, provided, however , that if such sale is made on the terms that the Company or a Subsidiary takes a note or other indebtedness of the purchaser for part of the purchase price, no dissolution shall occur until such time as the Company or such Subsidiary ceases to be the holder of such note or indebtedness or such note or the indebtedness evidenced by such note has been paid in full;

(b) The unanimous agreement in writing by the Members to dissolve the Company;

(d) Any other event that requires the Company’s dissolution under the Delaware Act.

Section 13.2. Procedure .

(a) Upon the dissolution of the Company, the Sponsor Member shall wind up the affairs of the Company and shall be referred to below as the “ Authorized Member .” The Members shall continue to receive allocations of Net Income and Net Losses and distributions of Available Cash from Operations and Net Capital Transaction Proceeds during the period of liquidation of the Company in the same manner and proportion as though the Company had not dissolved. The Authorized Member shall have full right and unlimited discretion to determine in good faith the time, manner and terms of any sale or sales of the Properties or the Subsidiaries pursuant to such liquidation, having due regard for the relevant market and general financial and economic conditions.

(b) Following the payment of all debts and liabilities of the Company and all expenses of liquidation, and subject to the rights of the Authorized Member to set up such cash reserves in an amount and for so long as it may deem reasonably necessary as determined by the Authorized Member in good faith for the payment of contingent or unforeseen Obligations of the Company (including indemnification obligations), which will continue after the sale of the Properties, the proceeds of the liquidation and any other funds of the Company shall be distributed in accordance with Section 4.1(c) . Any cash reserves referred to in this Section shall be released and distributed as soon as practicable after the date that corresponding liabilities reserved against are satisfied, discharged or otherwise terminated.

(c) Within a reasonable time following the completion of the liquidation of the Properties by the Fee Subsidiaries and the liquidation of all other assets of the Company, the Authorized Member shall deliver to each of the Members a statement prepared by the Accountants, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation and each Member’s portion of distributions payable pursuant to this Agreement.

(d) Upon the completion of the liquidation of the Company and the distribution of all Company funds, the Company shall terminate and the Authorized Member shall have the authority to execute and record a certificate of cancellation of the Company as well as any and all other documents required to complete the dissolution and termination of the Company.

Article 14
NOTICES

Section 14.1. Notices . All notices, consents, requests for approval, demands, waivers or other communications (collectively referred to as a “ Notice ”) required to be sent or otherwise applicable under this Agreement shall be in writing and shall be sent to each applicable Party, its or their legal counsel at the addresses set forth below and, if to the Preferred Members, to the Preferred Asset Manager. A Notice that complies with the requirements of this Section shall be deemed to have been duly received: (a) when delivered personally; (b) three (3) Business Days after being mailed, registered or certified mail, return receipt requested and with postage prepaid by the sender; (c) one (1) Business Day after being delivered to a reputable overnight courier service, marked for next day delivery and with delivery charges prepaid by the sender; or (d) on the date of sending by printable document format via e-mail if sent during business hours on a Business Day (otherwise on the next Business Day), if the Notice is also sent by any means described in clause (a), (b) or (c) above.

Section 14.2. Addresses for Notices . Notices shall be sent and addressed as follows:

(a) To the Company:

c/o Plymouth Industrial 20 Financial LLC

260 Franklin Street, 19th Floor

Boston, Massachusetts 02110

Attention: Jeffrey E. Witherell

Email: jeff.witherell@plymouthrei.com

and with a copy to :

Locke Lord LLP

2200 Ross Avenue, Suite 2800

Dallas, Texas 75201

Attention: Kenneth Betts

Email: kenneth.betts@lockelord.com

(b) To Sponsor Member:

c/o Plymouth Industrial 20 Financial LLC

260 Franklin Street, 19th Floor

Boston, Massachusetts 02110

Attention: Jeffrey E. Witherell

Email: jeff.witherell@plymouthrei.com

with a copy to :

Locke Lord LLP

2200 Ross Avenue, Suite 2800

Dallas, Texas 75201

Attention: Kenneth Betts

Email: kenneth.betts@lockelord.com

c/o Torchlight Investors

475 Fifth Avenue, 10th Floor

New York, New York 10017

Attention: Gianluca Montalti

Email: gmontalti@torchlightinvestors.com

with a copy to :

c/o Torchlight Investors

475 Fifth Avenue, 10th Floor

New York, New York 10017

Attention: Abbey Kosakowski

Email: akosakowski@torchlightinvestors.com

with a copy to :

Windels Marx Lane & Mittendorf, LLP

156 West 56th Street, 21st Floor

New York, New York 10019

Attention: Robert A. Rossi

Email: rrossi@windelsmarx.com

(d) To Preferred Asset Manager:

Trimont Real Estate Advisors, Inc.

One Alliance Center

3500 Lenox Road #G1

Atlanta, Georgia 30326

Attention: Eric Lind

Email: elind@trimontrea.com

Section 14.3. Notice of Deadline . Any Notice given pursuant to this Agreement that sets forth a deadline or other time period within which the recipient must respond shall state in capital letters at the top of the first page of the Notice and, if delivered in an envelope or other container or package, on the envelope or container: “URGENT – CORRESPONDENCE CONTAINS DEADLINE FOR RESPONSE” or words comparable in meaning. The failure of a Notice to comply with the requirement in the preceding sentence shall not, however, affect the validity of the Notice unless the recipient can demonstrate clearly that the failure to so comply was a material factor in the recipient’s failure to respond by the deadline stated in the Notice.

Section 14.4. Change of Address . Each Party and its Permitted Successors shall have the right from time to time and at any time during the term of this Agreement to change its address for Notices or facsimile number by giving Notice of such claim to each other Party as provided in Section 14.2 . Each Party shall have the right to specify as its address any other address located within the United States of America.

Article 15
MISCELLANEOUS

Section 15.1. Entire Agreement . This Agreement, together with all Exhibits and Schedules, constitutes the entire agreement among the Parties pertaining to its subject matter. This Agreement supersedes any prior agreement or understanding among the Parties with respect to its subject matter, but shall not amend, modify, supersede or in any way affect any other agreement or understanding among the Members or their Affiliates that do not relate to the subject matter of this Agreement.

Section 15.2. Amendments . No provision of this Agreement may be amended, supplemented or waived except in a written instrument signed by all the Members and, if the change adversely affects the Sponsor Principals, by the Sponsor Principals as well.

Section 15.3. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Members and their Permitted Successors.

Section 15.4. No Third Party Beneficiaries . The capital contribution and indemnification requirements and all other terms and provisions of this Agreement are for the sole and exclusive benefit of the Parties and their Permitted Successors and shall not be deemed to create any rights for the benefit of any other Person except for any Preferred Affiliate pursuant to Section 6.5 and Article 10 .

Section 15.5. Governing Law . This Agreement and the rights of the Parties shall be governed by, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of laws.

Section 15.6. Jurisdiction; Choice of Forum . Each Party hereby irrevocably (a) submits to the exclusive jurisdiction of any New York State, Delaware State, or Federal Court sitting in the County of New York (New York) or New Castle (Delaware), in any action or proceeding arising out of or relating to this Agreement, the relations between the Parties and any matter, action or transaction described in this Agreement, (b) agrees that any such courts shall have exclusive jurisdiction over such actions or proceedings, (c) waives the defense of inconvenient forum to the maintenance and continuation of such action or proceeding, (d) consents to the service of any and all process in any such action or proceeding by the mailing of copies (certified mail, return receipt requested and postage prepaid) of such process to them at their addresses specified in Article 14 and (e) agrees that a final and non-appealable judgment rendered by a court of competent jurisdiction in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 15.7. WAIVER OF JURY TRIAL . EACH MEMBER AND SPONSOR PRINCIPAL, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, LAWSUIT OR PROCEEDING RELATING TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DESCRIBED IN THIS AGREEMENT OR DISPUTE BETWEEN THE PARTIES (INCLUDING DISPUTES WHICH ALSO INVOLVE OTHER PERSONS).

Section 15.8. Severability . If any provision of this Agreement or the application of such provision to any Party or circumstance shall be held invalid or unenforceable, the remainder of this Agreement or the application of that provision to another Party or circumstance shall not be affected thereby.

Section 15.9. Cumulative Remedies . Except to the extent expressly stated in this Agreement, (a) no remedy conferred upon the Company or any Party pursuant to this Agreement is intended to be exclusive of any other remedy available under this Agreement or applicable law and (b) each remedy shall be cumulative and shall be in addition to every other remedy available under this Agreement or applicable law now or in the future.

Section 15.10. No Waiver . No waiver by a Party or the Company of any default, breach or violation of this Agreement shall be deemed to be a waiver of any other default, breach or violation of any kind or nature, whether or not similar to the default, breach or violation that has been waived or failure to enforce a particular provision in one instance shall not be deemed a waiver or modification of rights or preclude the enforcement thereafter. No acceptance of payment or performance by a Party or the Company after any such default, breach or violation shall be deemed to be a waiver of any default, breach or violation of this Agreement, whether or not such Party or the Company knows of such default, breach or violation at the time it accepts such payment or performance. Subject to any applicable statutes of limitation, no failure or delay on the part of a Party or the Company to exercise any right it may have under this Agreement shall prevent its exercise by such Party or the Company, and no such failure or delay shall operate as a waiver of any default, breach or violation of this Agreement.

Section 15.11. Counterparts . This Agreement may be executed in several counterparts. If so executed, each of such counterparts shall be deemed an original for all purposes and all counterparts shall, collectively, constitute one agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart and photocopies may be used.

Section 15.12. Email Signature . Any Party may deliver its signature to this Agreement or any Notice or other document described in this Agreement or relating to the Company or a Property by email transmission to the proper recipient. Any document signed by a Party by pdf email transmission and reasonably believed by the recipient to have been sent by or on behalf of that Party shall (a) be binding upon and fully enforceable against that Party as though it had delivered a manually-signed counterpart to the recipient, (b) be accepted by any Court as equivalent to a manually-signed counterpart for purposes of any evidentiary rule and (c) no Party will object to the effectiveness or validity of such email signature.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by a duly authorized officer, all as of the day and year first above written.

	MEMBERS:


	DOF IV PLYMOUTH PM, LLC ,
	a Delaware limited liability company


	By:____________________________
	Name:
	Title:


	PLYMOUTH INDUSTRIAL 20 FINANCIAL LLC,
	a Delaware limited liability company


	By: ________________________
	Name:
	Title:


	INDEPENDENT MANAGERS:


	/s/ JENNIFER SCHWARTZ
	JENNIFER SCHWARTZ , an individual


	/s/ RICARDO BEAUSOLEIL
	RICARDO BEAUSOLEIL , an individual

Signatures of Sponsor Principals and Affiliates of the Sponsor Member

Each of the Persons shown below is a Sponsor Principal named in this Agreement or an Affiliate of the Sponsor Member (individually, a “ Sponsor Joinder Party ” and collectively, “ Sponsor Joinder Parties ”) and is signing this Agreement as a Party to confirm his/its covenants in this Agreement. By signing this Agreement, each Sponsor Joinder Party is not and will not become (a) a member, manager, officer or employee of the Company or (b) responsible or liable, either directly or as a guarantor or surety, for any Obligation of the Company, any Member of the Company or any other Person except to the extent expressly stated below or otherwise pursuant to a separate written agreement signed by such Sponsor Joinder Party.

Each Sponsor Joinder Party agrees that he or it shall be personally liable and responsible to the Company and its Members, on a joint and several basis, for any of their (a) fraud, gross negligence or willful misconduct and (b) breach of any representation, warranty or covenant made by any Sponsor Principal in Article 6 of this Agreement, but only if and to the extent (1) such breach was caused by or resulted from action or inaction by any Sponsor Principal or its Affiliates that was intentional, willful or fraudulent, (2) of the actual amount of the Losses (excluding any consequential, special or punitive damages) to the Company and/or its Members caused by or resulting from such breach and (3) such actual Losses are material in amount, it being agreed that Losses shall not be considered “material in amount” until they exceed $100,000 in the aggregate with respect to breach by any Sponsor Principal or its Affiliates.

Each Sponsor Joinder Party agrees, jointly and severally, that he or it shall be personally liable and responsible to the Preferred Member for the payment of the entire Redemption Price (or any part thereof) from and after the date that any of the following events occurs: (a) the failure or refusal of Sponsor Member or its Affiliates to cooperate fully and completely with the Preferred Member in effectuating all of the provisions of Section 4.2 of this Agreement, including, without limitation, the distribution of the Mosteller Property, Transfer of the Transferred TCG Interest or the Mosteller Membership Interest, as applicable, the execution and delivery of the Mosteller Loan Documents, the Supplemental Mezzanine Loan Documents, the Redemption and Withdrawal Agreement, the TCG Assignment, the TL Distribution Agreement, the Plymouth Distribution Agreement, the Participation Agreement and any other documents in connection with Section 4.2 of this Agreement to the same any of the foregoing is applicable under such Section 4.2; or (b) any action by the Sponsor Member or its Affiliate or the assertion of any defense or claim by the Sponsor Member or its Affiliate that hinders, delays or interferes with the Preferred Member’s enforcement of its rights under Section 4.2 of this Agreement.

Each Sponsor Joinder Party, jointly and severally, guarantees the payment and performance of all obligations of Sponsor Member and Plymouth OP pursuant to Section 4.2(c) of this Agreement and shall be personally liable and responsible to the Preferred Member for any Atlanta Distributions that are not properly paid in accordance with Section 4.2(c) of this Agreement.

____________________________

JEFFREY E. WITHERELL

____________________________

PENDELTON P. WHITE, JR.

____________________________

DANIEL C. WRIGHT

PLYMOUTH INDUSTRIAL OP, LP

a Delaware limited partnership

By: ________________________

Name:

Title:

PLYMOUTH INDUSTRIAL REIT, INC.

a Maryland corporation

By: ________________________

Name:

Title:

Schedule 1

Fee Subsidiaries and Properties

Fee Subsidiary	Property
Plymouth 3940 Stern LLC	3940 Stern Avenue, St. Charles, Illinois
Plymouth 1875 Holmes LLC	1875 Holmes Road, Elgin, Illinois
Plymouth 1355 Holmes LLC	1355 Holmes Road, Elgin, Illinois
Plymouth 189 Seegers LLC	189 & 191 Seegers Avenue, Elk Grove Village, Illinois
Plymouth 11351 West 183 ^rd LLC	11351 West 183 ^rd Street, Orland Park, Illinois
Plymouth 2401 Commerce LLC	2401 Commerce Drive, Libertyville, Illinois
Plymouth Mosteller LLC	Mosteller Distribution Center I&II, Sharonville, Ohio
Plymouth 4115 Thunderbird LLC	4115 Thunderbird Lane, Fairfield, Ohio
Plymouth 7585 Empire LLC	7585 Empire Drive, Florence, Kentucky
Plymouth 210 American LLC	210 American Drive, Jackson, Tennessee
Plymouth 3500 Southwest LLC	3500 Southwest Boulevard, Grove City, Ohio
Plymouth 3100 Creekside LLC	3100 Creekside Parkway, Lockbourne, Ohio
Plymouth 8288 Green Meadows LLC	8288 Green Meadows Drive, Lewis Center, Ohio
Plymouth 8273 Green Meadows LLC	8273 Green Meadows Drive, Lewis Center, Ohio
Plymouth 7001 Americana LLC	7001 Americana Parkway, Reynoldsburg, Ohio
Plymouth Shelby LLC	6005, 6045 & 6075 Shelby Drive, Memphis, Tennessee
Plymouth 32 Dart LLC	32 Dart Road, Newnan, Georgia
Plymouth 56 Milliken LLC	56 Milliken Road, Portland, Maine
Plymouth 4 East Stow LLC	4 East Stow Road, Marlton, New Jersey
Plymouth 1755 Enterprise LLC	1755 Enterprise Parkway, Twinsburg, Ohio

S1- 1

Schedule 3.1(a)

Senior Loan Documents

(All documents are dated as of October 17, 2016 unless stated otherwise.)

Loan Agreement (the “ Senior Loan Agreement ”), by and among PLYMOUTH 8273 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8273 Green Meadows Borrower ”), PLYMOUTH 8288 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8288 Green Meadows Borrower ”), PLYMOUTH 7001 AMERICANA LLC, a Delaware limited liability company (“ 7001 Americana Borrower ”), PLYMOUTH 3100 CREEKSIDE LLC, a Delaware limited liability company (“ 3100 Creekside Borrower ”), PLYMOUTH SHELBY LLC, a Delaware limited liability company (“ Shelby Borrower ”), PLYMOUTH 3940 STERN LLC, a Delaware limited liability company (“ 3940 Stern Borrower ”), PLYMOUTH 1875 HOLMES LLC, a Delaware limited liability company (“ 1875 Holmes Borrower ”), PLYMOUTH 1355 HOLMES LLC, a Delaware limited liability company (“ 1355 Holmes Borrower ”), PLYMOUTH 189 SEEGERS LLC, a Delaware limited liability company (“ 189 Seegers Borrower ”), PLYMOUTH 11351 WEST 183RD LLC, a Delaware limited liability company (“ 11351 West 183 ^rd Borrower ”), PLYMOUTH 3500 SOUTHWEST LLC, a Delaware limited liability company (“ 3500 Southwest Borrower ”), PLYMOUTH 32 DART LLC, a Delaware limited liability company (“ 32 Dart Borrower ”), PLYMOUTH 210 AMERICAN LLC, a Delaware limited liability company (“ 210 American Borrower ”), PLYMOUTH 2401 COMMERCE LLC, a Delaware limited liability company (“ 2401 Commerce Borrower ”), PLYMOUTH 56 MILLIKEN LLC, a Delaware limited liability company (“ 56 Milliken Borrower ”), PLYMOUTH 1755 ENTERPRISE LLC, a Delaware limited liability company (“ 1755 Enterprise Borrower ”), PLYMOUTH 4 EAST STOW LLC, a Delaware limited liability company (“ 4 East Stow Borrower ”), PLYMOUTH 4115 THUNDERBIRD LLC, a Delaware limited liability company (“ 4115 Thunderbird Borrower ”), PLYMOUTH 7585 EMPIRE LLC, a Delaware limited liability company (“ 7585 Empire Borrower ”), and PLYMOUTH MOSTELLER LLC, a Delaware limited liability company (“ 11540 Mosteller Borrower ”; and together with 8273 Green Meadows Borrower, 8288 Green Meadows Borrower, 7001 Americana Borrower, 3100 Creekside Borrower, Shelby Borrower, 3940 Stern Borrower, 1875 Holmes Borrower, 1355 Holmes Borrower, 189 Seegers Borrower, 11351 West 183 ^rd Borrower, 3500 Southwest Borrower, 32 Dart Borrower, 210 American Borrower, 2401 Commerce Borrower, 56 Milliken Borrower, 1755 Enterprise Borrower, 4 East Stow Borrower, 4115 Thunderbird Borrower, and 7585 Empire Borrower, collectively, “ Borrowers ”), and AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation (“ AGLIC ”), AMERICAN HOME ASSURANCE COMPANY, a New York corporation (“ AHAC ”), NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA., a Pennsylvania corporation (“ NUFIC ”), and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation (“ USLIC ”; and together with AGLIC, AHAC and NUFIC, individually or collectively as the case may be, and their successors and assigns, “ Senior Lende r”).

Promissory Note (AGLIC), in the original principal amount of up to $66,240,000.00, made by Borrowers to the order of Senior Lender.

Promissory Note (AHAC), in the original principal amount of up to $21,900,000.00, made by Borrowers to the order of Senior Lender.

Promissory Note (NUFIC), in the original principal amount of up to $21,900,000.00, made by Borrowers to the order of Senior Lender.

Promissory Note (USLIC), in the original principal amount of up to $9,960,000.00, made by Borrowers to the order of Senior Lender.

Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 8273 Green Meadows Borrower for the benefit of Senior Lender (the “ 8273 Green Meadows Mortgage A-1 ”).

S3.1(a)- 1

Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 8273 Green Meadows Borrower for the benefit of Senior Lender (the “ 8273 Green Meadows Mortgage A-2 ”).

Assignment of Leases and Rents (8273 Green Meadows), by 8273 Green Meadows Borrower for the benefit of Senior Lender.

UCC-1 Financing Statement (County) in connection with the 8273 Green Meadows Mortgage A-1, naming 8273 Green Meadows Borrower as debtor and Senior Lender as secured party.

10.

UCC-1 Financing Statement (County) in connection with the 8273 Green Meadows Mortgage A-2, naming 8273 Green Meadows Borrower as debtor and Senior Lender as secured party.

11.

UCC-1 Financing Statement in connection with the 8273 Green Meadows Mortgage A-1, naming 8273 Green Meadows Borrower as debtor and Senior Lender as secured party.

12.

UCC-1 Financing Statement in connection with the 8273 Green Meadows Mortgage A-2, naming 8273 Green Meadows Borrower as debtor and Senior Lender as secured party.

13.

Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 8288 Green Meadows Borrower for the benefit of Senior Lender (the “ 8288 Green Meadows Mortgage A-1 ”).

14.

Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 8288 Green Meadows Borrower for the benefit of Senior (the “ 8288 Green Meadows Mortgage A-2 ”).

15.

Assignment of Leases and Rents (8288 Green Meadows), by 8288 Green Meadows Borrower for the benefit of Senior Lender.

16.

UCC-1 Financing Statement (County) in connection with the 8288 Green Meadows Mortgage A-1, naming 8288 Green Meadows Borrower as debtor and Senior Lender as secured party.

17.

UCC-1 Financing Statement (County) in connection with the 8288 Green Meadows Mortgage A-2, naming 8288 Green Meadows Borrower as debtor and Senior Lender as secured party.

18.

UCC-1 Financing Statement in connection with the 8288 Green Meadows Mortgage A-1, naming 8288 Green Meadows Borrower as debtor and Senior Lender as secured party.

19.

UCC-1 Financing Statement in connection with the 8288 Green Meadows Mortgage A-2, naming 8288 Green Meadows Borrower as debtor and Senior Lender as secured party.

20.

Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 7001 Americana Borrower for the benefit of Senior Lender (the “ 7001 Americana Mortgage A-1 ”).

21.

Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 7001 Americana Borrower for the benefit of Senior Lender (the “ 7001 Americana Mortgage A-2 ”).

22.

Assignment of Leases and Rents (7001 Americana), by 7001 Americana Borrower for the benefit of Senior Lender.

23.

UCC-1 Financing Statement (County) in connection with the 7001 Americana Mortgage A-1, naming 7001 Americana Borrower as debtor and Senior Lender as secured party.

S3.1(a)- 2

24.

UCC-1 Financing Statement (County) in connection with the 7001 Americana Mortgage A-2, naming 7001 Americana Borrower as debtor and Senior Lender as secured party.

25.

UCC-1 Financing Statement in connection with the 7001 Americana Mortgage A-1, naming 7001 Americana Borrower as debtor and Senior Lender as secured party.

26.

UCC-1 Financing Statement in connection with the 7001 Americana Mortgage A-2, naming 7001 Americana Borrower as debtor and Senior Lender as secured party.

27.

Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 3100 Creekside Borrower for the benefit of Senior Lender (the “ 3100 Creekside Mortgage A-1 ”).

28.

Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 3100 Creekside Borrower for the benefit of Senior Lender (the “ 3100 Creekside Mortgage A-2 ”).

29.

Assignment of Leases and Rents (3100 Creekside), by 3100 Creekside Borrower for the benefit of Senior Lender.

30.

UCC-1 Financing Statement (County) in connection with the 3100 Creekside Mortgage A-1, naming 3100 Creekside Borrower as debtor and Senior Lender as secured party.

31.

UCC-1 Financing Statement (County) in connection with the 3100 Creekside Mortgage A-2, naming 3100 Creekside Borrower as debtor and Senior Lender as secured party.

32.

UCC-1 Financing Statement in connection with the 3100 Creekside Mortgage A-1, naming 3100 Creekside Borrower as debtor and Senior Lender as secured party.

33.

UCC-1 Financing Statement in connection with the 3100 Creekside Mortgage A-2, naming 3100 Creekside Borrower as debtor and Senior Lender as secured party.

34.

Deed of Trust (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by Shelby Borrower for the benefit of Senior Lender (the “ Shelby Mortgage A-1 ”).

35.

Deed of Trust (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by Shelby Borrower for the benefit of Senior Lender (the “ Shelby Mortgage A-2 ”).

36.

Assignment of Leases and Rents (Shelby), by Shelby Borrower for the benefit of Senior Lender.

37.

UCC-1 Financing Statement (County) in connection with the Shelby Mortgage A-1, naming Shelby Borrower as debtor and Senior Lender as secured party.

38.

UCC-1 Financing Statement (County) in connection with the Shelby Mortgage A-2, naming Shelby Borrower as debtor and Senior Lender as secured party.

39.

UCC-1 Financing Statement in connection with the Shelby Mortgage A-1, naming Shelby Borrower as debtor and Senior Lender as secured party.

40.

UCC-1 Financing Statement in connection with the Shelby Mortgage A-2, naming Shelby Borrower as debtor and Senior Lender as secured party.

41.

Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 3940 Stern Borrower for the benefit of Senior Lender (the “ 3940 Stern Mortgage A-1 ”).

S3.1(a)- 3

42.

Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 3940 Stern Borrower for the benefit of Senior Lender (the “ 3940 Stern Mortgage A-2 ”).

43.

Assignment of Leases and Rents (3940 Stern), by 3940 Stern Borrower for the benefit of Senior Lender.

44.

UCC-1 Financing Statement (County) in connection with the 3940 Stern Mortgage A-1, naming 3940 Stern Borrower as debtor and Senior Lender as secured party.

45.

UCC-1 Financing Statement (County) in connection with the 3940 Stern Mortgage A-2, naming 3940 Stern Borrower as debtor and Senior Lender as secured party.

46.

UCC-1 Financing Statement in connection with the 3940 Stern Mortgage A-1, naming 3940 Stern Borrower as debtor and Senior Lender as secured party.

47.

UCC-1 Financing Statement in connection with the 3940 Stern Mortgage A-2, naming 3940 Stern Borrower as debtor and Senior Lender as secured party.

48.

Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 1875 Holmes Borrower for the benefit of Senior Lender (the “ 1875 Holmes Mortgage A-1 ”).

49.

Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 1875 Holmes Borrower for the benefit of Senior Lender (the “ 1875 Holmes Mortgage A-2 ”).

50.

Assignment of Leases and Rents (1875 Holmes), by 1875 Holmes Borrower for the benefit of Senior Lender.

51.

UCC-1 Financing Statement (County) in connection with the 1875 Holmes Mortgage A-1, naming 1875 Holmes Borrower as debtor and Senior Lender as secured party.

52.

UCC-1 Financing Statement (County) in connection with the 1875 Holmes Mortgage A-2, naming 1875 Holmes Borrower as debtor and Senior Lender as secured party.

53.

UCC-1 Financing Statement in connection with the 1875 Holmes Mortgage A-1, naming 1875 Holmes Borrower as debtor and Senior Lender as secured party.

54.

UCC-1 Financing Statement in connection with the 1875 Holmes Mortgage A-2, naming 1875 Holmes Borrower as debtor and Senior Lender as secured party.

55.

Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 1355 Holmes Borrower for the benefit of Senior Lender (the “ 1355 Holmes Mortgage A-1 ”).

56.

Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 1355 Holmes Borrower for the benefit of Senior Lender (the “ 1355 Holmes Mortgage A-2 ”).

57.

Assignment of Leases and Rents (1355 Holmes Borrower), by 1355 Holmes Borrower for the benefit of Senior Lender.

58.

UCC-1 Financing Statement (County) in connection with the 1355 Holmes Mortgage A-1, naming 1355 Holmes Borrower as debtor and Senior Lender as secured party.

59.

UCC-1 Financing Statement (County) in connection with the 1355 Holmes Mortgage A-2, naming 1355 Holmes Borrower as debtor and Senior Lender as secured party.

60.

UCC-1 Financing Statement in connection with the 1355 Holmes Mortgage A-1, naming 1355 Holmes Borrower as debtor and Senior Lender as secured party.

S3.1(a)- 4

61.

UCC-1 Financing Statement in connection with the 1355 Holmes Mortgage A-2, naming 1355 Holmes Borrower as debtor and Senior Lender as secured party.

62.

Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 189 Seegers Borrower for the benefit of Senior Lender (the “ 189 Seegers Mortgage A-1 ”).

63.

Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 189 Seegers Borrower for the benefit of Senior Lender (the “ 189 Seegers Mortgage A-2 ”).

64.

Assignment of Leases and Rents (189 Seegers), by 189 Seegers Borrower for the benefit of Senior Lender.

65.

UCC-1 Financing Statement (County) in connection with the 189 Seegers Mortgage A-1, naming 189 Seegers Borrower as debtor and Senior Lender as secured party.

66.

UCC-1 Financing Statement (County) in connection with the 189 Seegers Mortgage A-2, naming 189 Seegers Borrower as debtor and Senior Lender as secured party.

67.

UCC-1 Financing Statement in connection with the 189 Seegers Mortgage A-1, naming 189 Seegers Borrower as debtor and Senior Lender as secured party.

68.

UCC-1 Financing Statement in connection with the 189 Seegers Mortgage A-2, naming 189 Seegers Borrower as debtor and Senior Lender as secured party.

69.

Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 11351 West 183 ^rd Borrower for the benefit of Senior Lender (the “ 11351 West 183rd Mortgage A-1 ”).

70.

Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 11351 West 183rd Borrower for the benefit of Senior Lender (the “ 11351 West 183rd Mortgage A-2 ”).

71.

Assignment of Leases and Rents (11351 West 183rd), by 11351 West 183rd Borrower for the benefit of Senior Lender.

72.

UCC-1 Financing Statement (County) in connection with the 11351 West 183rd Mortgage A-1, naming 11351 West 183rd Borrower as debtor and Senior Lender as secured party.

73.

UCC-1 Financing Statement (County) in connection with the 11351 West 183rd Mortgage A-2, naming 11351 West 183rd Borrower as debtor and Senior Lender as secured party.

74.

UCC-1 Financing Statement in connection with the 11351 West 183rd Mortgage A-1, naming 11351 West 183rd Borrower as debtor and Senior Lender as secured party.

75.

UCC-1 Financing Statement in connection with the 11351 West 183rd Mortgage A-2, naming 11351 West 183rd Borrower as debtor and Senior Lender as secured party.

76.

Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 3500 Southwest Borrower for the benefit of Senior Lender (the “ 3500 Southwest Mortgage A-1 ”).

77.

Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 3500 Southwest Borrower for the benefit of Senior Lender (the “ 3500 Southwest Mortgage A-2 ”).

S3.1(a)- 5

78.

Assignment of Leases and Rents (3500 Southwest), by 3500 Southwest Borrower for the benefit of Senior Lender.

79.

UCC-1 Financing Statement (County) in connection with the 3500 Southwest Mortgage A-1, naming 3500 Southwest Borrower as debtor and Senior Lender as secured party.

80.

UCC-1 Financing Statement (County) in connection with the 3500 Southwest Mortgage A-2, naming 3500 Southwest Borrower as debtor and Senior Lender as secured party.

81.

UCC-1 Financing Statement in connection with the 3500 Southwest Mortgage A-1, naming 3500 Southwest Borrower as debtor and Senior Lender as secured party.

82.

UCC-1 Financing Statement in connection with the 3500 Southwest Mortgage A-2, naming 3500 Southwest Borrower as debtor and Senior Lender as secured party.

83.

Deed to Secure Debt (A-1), Security Agreement, and Assignment of Leases and Rents, by 32 Dart Borrower for the benefit of Senior Lender (the “ 32 Dart Mortgage A-1 ”).

84.

Deed to Secure Debt (A-2), Security Agreement, and Assignment of Leases and Rents, by 32 Dart Borrower for the benefit of Senior Lender (the “ 32 Dart Mortgage A-2 ”).

85.

Assignment of Leases and Rents (32 Dart Road), by 32 Dart Borrower for the benefit of Senior Lender.

86.

UCC-1 Financing Statement (County) in connection with the 32 Dart Mortgage A-1, naming 32 Dart Borrower as debtor and Senior Lender as secured party.

87.

UCC-1 Financing Statement (County) in connection with the 32 Dart Mortgage A-2, naming 32 Dart Borrower as debtor and Senior Lender as secured party.

88.

UCC-1 Financing Statement in connection with the 32 Dart Mortgage A-1, naming 32 Dart Borrower as debtor and Senior Lender as secured party.

89.

UCC-1 Financing Statement in connection with the 32 Dart Mortgage A-2, naming 32 Dart Borrower as debtor and Senior Lender as secured party.

90.

Deed of Trust (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 210 American Borrower for the benefit of Senior Lender (the “ 210 American Mortgage A-1 ”).

91.

Deed of Trust (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 210 American Borrower for the benefit of Senior Lender (the “ 210 American Mortgage A-2 ”).

92.

Assignment of Leases and Rents (210 American), by 210 American Borrower for the benefit of Senior Lender.

93.

UCC-1 Financing Statement (County) in connection with the 210 American Mortgage A-1, naming 210 American Borrower as debtor and Senior Lender as secured party.

94.

UCC-1 Financing Statement (County) in connection with the 210 American Mortgage A-2, naming 210 American Borrower as debtor and Senior Lender as secured party.

95.

UCC-1 Financing Statement in connection with the 210 American Mortgage A-1, naming 210 American Borrower as debtor and Senior Lender as secured party.

S3.1(a)- 6

96.

UCC-1 Financing Statement in connection with the 210 American Mortgage A-2, naming 210 American Borrower as debtor and Senior Lender as secured party.

97.

Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 2401 Commerce Borrower for the benefit of Senior Lender (the “ 2401 Commerce Mortgage A-1 ”).

98.

Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 2401 Commerce Borrower for the benefit of Senior Lender (the “ 2401 Commerce Mortgage A-2 ”).

99.

Assignment of Leases and Rents (2401 Commerce), by 2401 Commerce Borrower for the benefit of Senior Lender.

100.

UCC-1 Financing Statement (County) in connection with the 2401 Commerce Mortgage A-1, naming 2401 Commerce Borrower as debtor and Senior Lender as secured party.

101.

UCC-1 Financing Statement (County) in connection with the 2401 Commerce Mortgage A-2, naming 2401 Commerce Borrower as debtor and Senior Lender as secured party.

102.

UCC-1 Financing Statement in connection with the 2401 Commerce Mortgage A-1, naming 2401 Commerce Borrower as debtor and Senior Lender as secured party.

103.

UCC-1 Financing Statement in connection with the 2401 Commerce Mortgage A-2, naming 2401 Commerce Borrower as debtor and Senior Lender as secured party.

104.

Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 56 Milliken Borrower for the benefit of Senior (the “ 56 Milliken Mortgage A-1 ”).

105.

Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 56 Milliken Borrower for the benefit of Senior Lender (the “ 56 Milliken Mortgage A-2 ”).

106.

Assignment of Leases and Rents (56 Milliken), by 56 Milliken Borrower for the benefit of Senior Lender.

107.

UCC-1 Financing Statement in connection with the 56 Milliken Mortgage A-1, naming 56 Milliken Borrower as debtor and Senior Lender as secured party.

108.

UCC-1 Financing Statement in connection with the 56 Milliken Mortgage A-2, naming 56 Milliken Borrower as debtor and Senior Lender as secured party.

109.

Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 1755 Enterprise Borrower for the benefit of Senior Lender (the “ 1755 Enterprise Mortgage A-1 ”).

110.

Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 1755 Enterprise Borrower for the benefit of Senior Lender (the “ 1755 Enterprise Mortgage A-2 ”).

111.

Assignment of Leases and Rents (1755 Enterprise), by 1755 Enterprise Borrower for the benefit of Senior Lender.

112.

UCC-1 Financing Statement (County) in connection with the 1755 Enterprise Mortgage A-1, naming 1755 Enterprise Borrower as debtor and Senior Lender as secured party.

S3.1(a)- 7

113.

UCC-1 Financing Statement (County) in connection with the 1755 Enterprise Mortgage A-2, naming 1755 Enterprise Borrower as debtor and Senior Lender as secured party.

114.

UCC-1 Financing Statement in connection with the 1755 Enterprise Mortgage A-1, naming 1755 Enterprise Borrower as debtor and Senior Lender as secured party.

115.

UCC-1 Financing Statement in connection with the 1755 Enterprise Mortgage A-2, naming 1755 Enterprise Borrower as debtor and Senior Lender as secured party.

116.

Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 4 East Stow Borrower for the benefit of Senior Lender (the “ 4 East Stow Mortgage A-1 ”).

117.

Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 4 East Stow Borrower for the benefit of Senior Lender (the “ 4 East Stow Mortgage A-2 ”).

118.

Assignment of Leases and Rents (4 East Stow), by 4 East Stow Borrower for the benefit of Senior Lender.

119.

UCC-1 Financing Statement (County) in connection with the 4 East Stow Mortgage A-1, naming 4 East Stow Borrower as debtor and Senior Lender as secured party.

120.

UCC-1 Financing Statement (County) in connection with the 4 East Stow Mortgage A-2, naming 4 East Stow Borrower as debtor and Senior Lender as secured party.

121.

UCC-1 Financing Statement in connection with the 4 East Stow Mortgage A-1, naming 4 East Stow Borrower as debtor and Senior Lender as secured party.

122.

UCC-1 Financing Statement in connection with the 4 East Stow Mortgage A-2, naming 4 East Stow Borrower as debtor and Senior Lender as secured party.

123.

Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 4115 Thunderbird Borrower for the benefit of Senior Lender (the “ 4115 Thunderbird Mortgage A-1 ”).

124.

Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 4115 Thunderbird Borrower for the benefit of Senior Lender (the “ 4115 Thunderbird Mortgage A-2 ”).

125.

Assignment of Leases and Rents (4115 Thunderbird), by 4115 Thunderbird Borrower for the benefit of Senior Lender.

126.

UCC-1 Financing Statement (County) in connection with the 4115 Thunderbird Mortgage A-1, naming 4115 Thunderbird Borrower as debtor and Senior Lender as secured party.

127.

UCC-1 Financing Statement (County) in connection with the 4115 Thunderbird Mortgage A-2, naming 4115 Thunderbird Borrower as debtor and Senior Lender as secured party.

128.

UCC-1 Financing Statement in connection with the 4115 Thunderbird Mortgage A-1, naming 4115 Thunderbird Borrower as debtor and Senior Lender as secured party.

129.

UCC-1 Financing Statement to be filed with DE Filing Office in connection with the 4115 Thunderbird Mortgage A-2, naming 4115 Thunderbird Borrower as debtor and Senior Lender as secured party.

130.

Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 7585 Empire Borrower for the benefit of Senior Lender (the “ 7585 Empire Mortgage A-1 ”).

S3.1(a)- 8

131.

Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 7585 Empire Borrower for the benefit of Senior Lender (the “ 7585 Empire Mortgage A-2 ”).

132.

Assignment of Leases and Rents (7585 Empire), by 7585 Empire Borrower for the benefit of Senior Lender.

133.

UCC-1 Financing Statement (County) in connection with the 7585 Empire Mortgage A-1, naming 7585 Empire Borrower as debtor and Senior Lender as secured party.

134.

UCC-1 Financing Statement (County) in connection with the 7585 Empire Mortgage A-2, naming 7585 Empire Borrower as debtor and Senior Lender as secured party.

135.

UCC-1 Financing Statement in connection with the 7585 Empire Mortgage A-1, naming 7585 Empire Borrower as debtor and Senior Lender as secured party.

136.

UCC-1 Financing Statement in connection with the 7585 Empire Mortgage A-2, naming 7585 Empire Borrower as debtor and Senior Lender as secured party.

137.

Guaranty Agreement, made by PLYMOUTH INDUSTRIAL REIT, INC., a Maryland corporation (“ Plymouth REIT ”), PLYMOUTH INDUSTRIAL OP, LP, a Delaware limited partnership (“ Plymouth OP ”), Pendleton P. White, Jr., an individual, and Jeffrey E. Witherell, an individual, in favor of Senior Lender.

138.

Guaranty Agreement (Wright), made by Daniel C. Wright in favor of Senior Lender.

139.

Guaranty Agreement, made by DOF IV REIT HOLDINGS, LLC, a Delaware limited liability company (“ Supplemental Guarantor ”) in favor of Senior Lender.

140.

Environmental Indemnity Agreement, made by Borrowers, Plymouth REIT and Plymouth OP in favor of Senior Lender.

141.

Environmental Indemnity Agreement, made by Supplemental Guarantor in favor of Senior Lender.

142.

Certificate Concerning Governing Documents, made by Borrowers and Plymouth REIT for the benefit of Senior Lender.

143.

Certificate Concerning Governing Documents (Torchlight), made by TORCHLIGHT HOLDINGS, LLC, a Delaware limited liability company, for the benefit of Senior Lender.

144.

Certificate Concerning Leases and Financial Condition (8273 Green Meadows), made by 8273 Green Meadows Borrower and Plymouth REIT for the benefit of Senior Lender.

145.

Certificate Concerning Leases and Financial Condition (8288 Green Meadows), made by 8288 Green Meadows Borrower and Plymouth REIT for the benefit of Senior Lender.

146.

Certificate Concerning Leases and Financial Condition (7001 Americana), made by 7001 Americana Borrower and Plymouth REIT for the benefit of Senior Lender.

147.

Certificate Concerning Leases and Financial Condition (3100 Creekside), made by 3100 Creekside Borrower and Plymouth REIT for the benefit of Senior Lender.

148.

Certificate Concerning Leases and Financial Condition (Shelby), made by Shelby Borrower and Plymouth REIT for the benefit of Senior Lender.

149.

Certificate Concerning Leases and Financial Condition (3940 Stern), made by 3940 Stern Borrower and Plymouth REIT for the benefit of Senior Lender.

S3.1(a)- 9

150.

Certificate Concerning Leases and Financial Condition (1875 Holmes), made by 1875 Holmes Borrower and Plymouth REIT for the benefit of Senior Lender.

151.

Certificate Concerning Leases and Financial Condition (1355 Holmes), made by 1355 Holmes Borrower and Plymouth REIT for the benefit of Senior Lender.

152.

Certificate Concerning Leases and Financial Condition (189 Seegers), made by 189 Seegers Borrower and Plymouth REIT for the benefit of Senior Lender.

153.

Certificate Concerning Leases and Financial Condition (11351 West 183 ^rd ), made by 11351 West 183 ^rd Borrower and Plymouth REIT for the benefit of Senior Lender.

154.

Certificate Concerning Leases and Financial Condition (3500 Southwest), made by 3500 Southwest Borrower and Plymouth REIT for the benefit of Senior Lender.

155.

Certificate Concerning Leases and Financial Condition (32 Dart), made by 32 Dart Borrower and Plymouth REIT for the benefit of Senior Lender.

156.

Certificate Concerning Leases and Financial Condition (210 American), made by 210 American Borrower and Plymouth REIT for the benefit of Senior Lender.

157.

Certificate Concerning Leases and Financial Condition (2401 Commerce), made by 2401 Commerce Borrower and Plymouth REIT for the benefit of Senior Lender.

158.

Certificate Concerning Leases and Financial Condition (56 Milliken), made by 56 Milliken Borrower and Plymouth REIT for the benefit of Senior Lender.

159.

Certificate Concerning Leases and Financial Condition (1755 Enterprise), made by 1755 Enterprise Borrower and Plymouth REIT for the benefit of Senior Lender.

160.

Certificate Concerning Leases and Financial Condition (4 East Stow), made by 4 East Stow Borrower and Plymouth REIT for the benefit of Senior Lender.

161.

Certificate Concerning Leases and Financial Condition (4115 Thunderbird), made by 4115 Thunderbird Borrower and Plymouth REIT for the benefit of Senior Lender.

162.

Certificate Concerning Leases and Financial Condition (7585 Empire), made by 7585 Empire Borrower and Plymouth REIT for the benefit of Senior Lender.

163.

Agreement Concerning Insurance Requirements, made by Borrowers for the benefit of Senior Lender.

164.

Subordination of Management Agreement (8273 Green Meadows), made by 8273 Green Meadows Borrower and Cassidy Turley Commercial Real Estate Services, Inc. (“ Cassidy Turley ”) for the benefit of Senior Lender.

165.

Subordination of Management Agreement (8288 Green Meadows), made by 8288 Green Meadows Borrower and Cassidy Turley for the benefit of Senior Lender.

166.

Subordination of Management Agreement (7001 Americana), made by 7001 Americana Borrower and Cassidy Turley for the benefit of Senior Lender.

167.

Subordination of Management Agreement (3100 Creekside), made by 3100 Creekside Borrower and Cassidy Turley for the benefit of Senior Lender.

S3.1(a)- 10

168.

Subordination of Management Agreement (Shelby), made by Shelby Borrower and McKee and McFarland, Inc. for the benefit of Senior Lender.

169.

Subordination of Management Agreement (3940 Stern), made by 3940 Stern Borrower and Metro Chicago Management, LLC, d/b/a Cawley Chicago Management, LLC (“ Crawley ”) for the benefit of Senior Lender.

170.

Subordination of Management Agreement (1875 Holmes), made by 1875 Holmes Borrower and Crawley for the benefit of Senior Lender.

171.

Subordination of Management Agreement (1355 Holmes), made by 1355 Holmes Borrower and Crawley for the benefit of Senior Lender.

172.

Subordination of Management Agreement (189 Seegers), made by 189 Seegers Borrower and Crawley for the benefit of Senior Lender.

173.

Subordination of Management Agreement (11351 West 183rd), made by 11351 West 183rd Borrower and Crawley for the benefit of Senior Lender.

174.

Subordination of Management Agreement (3500 Southwest), made by 3500 Southwest Borrower and Cassidy Turley for the benefit of Senior Lender.

175.

Subordination of Management Agreement (32 Dart), made by 32 Dart Borrower and HSA Commercial Inc. for the benefit of Senior Lender.

176.

Subordination of Management Agreement (2401 Commerce), made by 2401 Commerce Borrower and Crawley for the benefit of Senior Lender.

177.

Subordination of Management Agreement (56 Milliken), made by 56 Milliken Borrower and Boulos Property Management d/b/a CBRE Boulos Asset Management for the benefit of Senior Lender.

178.

Subordination of Management Agreement (1755 Holmes), made by 1755 Holmes Borrower and G&E Real Estate Management Services, Inc., d/b/A Newmark Grubb Knight Frank Management for the benefit of Senior Lender.

179.

Subordination of Management Agreement (4 East Stow), made by 4 East Stow Borrower and Growth Capital Management, Ltd. for the benefit of Senior Lender.

180.

Subordination of Management Agreement (4115 Thunderbird), made by 4115 Thunderbird Borrower and Cassidy Turley for the benefit of Senior Lender.

181.

Subordination of Management Agreement (7585 Empire), made by 7585 Empire Borrower and Cassidy Turley for the benefit of Senior Lender.

182.

Subordination of Leasing Agreement, made by 3940 Stern Borrower and Cawley Chicago Commercial Real Estate for the benefit of Senior Lender.

183.

Subordination of Asset Management Agreement, made by Plymouth REIT, as manager, and Borrowers for the benefit of Senior Lender.

184.

Cash Collateral Agreement, made by Borrowers and Senior Lender, and acknowledged by BERKADIA COMMERCIAL MORTGAGE LLC (the “ Servicer ”).

185.

Reserve Agreement (TI/LC), made by Borrowers and Senior Lender and acknowledges by Servicer.

S3.1(a)- 11

186.

Reserve Agreement (Immediate Repairs), made by Borrowers and Senior Lender and acknowledges by Servicer.

187.

Contribution Agreement, made by Borrowers for the benefit of Senior Lender.

188.

Partial Release Agreement, made by Borrowers for the benefit of Senior Lender.

189.

Post-Closing Agreement, made by and between Borrowers and Senior Lender.

190.

Future Advance Agreement and Agreement to Add Property, made by and among Borrowers and Senior Lender.

(The following documents numbered 193 to 201 shall be, and shall be deemed to be, “Senior Loan Documents” only from and after the occurrence of the funding of the Future Advance (as defined in the Senior Loan Agreement).)

191.

Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 11540 Mosteller Borrower for the benefit of Senior Lender to be recorded in the Hamilton County Recording Office (the “ 11540 Mosteller Mortgage A-1 ”).

192.

Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, by 11540 Mosteller Borrower for the benefit of Senior Lender to be recorded in the Hamilton County Recording Office (the “ 11540 Mosteller Mortgage A-2 ”).

193.

Assignment of Leases and Rents (Mosteller), by 11540 Mosteller Borrower for the benefit of Senior Lender to be recorded in the Hamilton County Recording Office.

194.

UCC-1 Financing Statement (County) to be recorded with the Hamilton County Recording Office in connection with the 11540 Mosteller Mortgage A-1, naming 11540 Mosteller Borrower as debtor and Senior Lender as secured party.

195.

UCC-1 Financing Statement (County) to be recorded with the Hamilton County Recording Office in connection with the 11540 Mosteller Mortgage A-2, naming 11540 Mosteller Borrower as debtor and Senior Lender as secured party.

196.

UCC-1 Financing Statement to be filed with the DE Filing Office in connection with the 11540 Mosteller Mortgage A-1, naming 11540 Mosteller Borrower as debtor and Senior Lender as secured party.

197.

UCC-1 Financing Statement to be filed with the DE Filing Office in connection with the 11540 Mosteller Mortgage A-2, naming 11540 Mosteller Borrower as debtor and Senior Lender as secured party.

198.

Certificate Concerning Leases and Financial Condition (11540 Mosteller), made by 11540 Mosteller Borrower and Plymouth REIT for the benefit of Senior Lender.

199.

Subordination of Management Agreement (11540 Mosteller), made by 11540 Mosteller Borrower and Cassidy Turley for the benefit of Senior Lender.

S3.1(a)- 12

Schedule 3.1(b)

Mezzanine Loan Documents

(All documents are dated as of October 17, 2016 unless stated otherwise.)

1.	Mezzanine Loan Agreement by and between the Company and Mezzanine Lender (the “ Mezzanine Loan Agreement ”);
2.	Promissory Note by the Company in favor of Mezzanine Lender (the “ Mezzanine Note ”);
3.	Pledge and Security Agreement by the Company in favor of Mezzanine Lender;
4.	Pledge and Security Agreement by the Sponsor Member in favor of Mezzanine Lender (the “ Mezzanine Pledge Agreement ”);
5.	Acknowledgment and Consent by the Fee Subsidiaries;
6.	Acknowledgment and Consent by the Company;
7.	Control Letter by the Fee Subsidiaries to the Mezzanine Lender and consented to by the Sponsor Member;
8.	Control Letter by the Company to the Mezzanine Lender and consented to by the Sponsor Member;
9.	Certificated Interests evidencing the Company’s ownership of 100% of the equity in Fee Subsidiaries;
10.	Certificated Interests evidencing Sponsor Member’s ownership of 0.5% of the equity in the Company;
11.	Transfer Powers by the Company in the Company’s ownership interest in the Mortgage Borrowers;
12.	Transfer Powers by the Sponsor Member in the Sponsor Member’s ownership interest in the Company;
13.	UCC-1 Financing Statement with respect to the pledge of the Company’s ownership of 100% of the equity in Fee Subsidiaries;
14.	UCC-1 Financing Statement with respect to the pledge of Sponsor Member’s ownership of 0.5% of the equity in the Company;
15.	Guaranty of Recourse Obligations by Plymouth Industrial REIT, Inc., a Maryland corporation, Plymouth Industrial OP, LP, a Delaware limited partnership, Jeffrey Witherell, an individual, and Pendleton White, an individual, in favor of Mezzanine Lender;
16.	Guaranty of Recourse Obligations by Daniel Wright, an individual, in favor of Mezzanine Lender;
17.	Environmental Indemnity Agreement by Plymouth Industrial REIT, Inc., a Maryland corporation, and Plymouth Industrial OP, LP, in favor of Mezzanine Lender;
18.	Consent and Subordination of Asset Manager by the Company and the Mezzanine Lender and consented to by Plymouth Industrial REIT, Inc., a Maryland corporation;
19.	Consent and Subordination of Property Manager by the Company and Mezzanine Lender and consented to by G&E Real Estate Management Services, Inc., a Delaware corporation;
20.	Consent and Subordination of Property Manager by the Company and Mezzanine Lender and consented to by Metro Chicago Management d/b/a Cawley Chicago Management, LLC, an Illinois limited liability company;
21.	Consent and Subordination of Property Manager by the Company and Mezzanine Lender and consented to by Cushman & Wakefield U.S., Inc. f/k/a Cassidy Turley Commercial Real Estate Services, Inc. d/b/a/ Cushman Wakefield, a Missouri corporation;
22.	Consent and Subordination of Property Manager by the Company and Mezzanine Lender and consented to by McKee and McFarland, Inc., a Tennessee corporation;
23.	Consent and Subordination of Property Manager by the Company and Mezzanine Lender consented to by HSA Commercial Inc., an Illinois corporation;
24.	Consent and Subordination of Property Manager by the Company and Mezzanine Lender consented to by Boulos Property Management d/b/a CBRE – Boulos Asset Management, a Maine corporation;
25.	Consent and Subordination of Property Manager by the Company and Mezzanine Lender and consented to by Growth Capital Management, Ltd., a New Jersey partnership;
26.	Consent and Subordination of Leasing Agent by the Company and Mezzanine Lender and consented to by Cawley Chicago Commercial Real Estate;
27.	Assignment of Contracts, Licenses, Permits, Warranties and General Intangibles by the Company in favor of Mezzanine Lender;
28.	TL Participation Agreement by and between the Mezzanine Lender, the Company and Sponsor Member;
29.	Form Amended and Restated Limited Liability Company Agreement of the Company (Exhibit A to the TL Participation Agreement);

S3.1(b)- 1

30.	Mezzanine Borrower Certificate by the Company;
31.	Guarantor’s Financial Certificate by Plymouth Industrial REIT, Inc., a Maryland corporation, Plymouth Industrial OP, LP, a Delaware limited partnership, Jeffrey Witherell, an individual, Pendleton White, an individual, and Daniel Wright, an individual;
32.	Settlement Statement;
33.	Authorization to Disburse Loan Proceeds by the Company; and
34.	Post-Closing Obligations Letter by the Company to Mezzanine Lender.

S3.1(b)- 2

SCHEDULE 6.1

Exceptions to Representations by Sponsor Member and Sponsor Principals

None

S6.1- 1

SCHEDULE 6.1(a)(2)

Detailed Description or Chart Showing Direct and Indirect Ownership

of Sponsor Member & Constituent Members, Partners and Shareholders

S6.1(a)(2)- 1

SCHEDULE 6.7

Exceptions to Noncompetition Provision

None

S6.7- 1

AMENDED AND RESTATED PROMISSORY NOTE (AGLIC)

U.S. $66,240,000.00

November 18, 2016

WHEREAS, AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation (“ AGLIC ”, and together with its successors and assigns, individually or collectively, as the context may require, “ Holder ”), having an address at c/o AIG Investments, 777 S. Figueroa Street, 16 ^th Floor, Los Angeles, California 90017-5800, is the holder of the AGLIC Prior Note (as defined below), evidencing obligations made by PLYMOUTH 8273 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8273 Green Meadows Borrower ”), PLYMOUTH 8288 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8288 Green Meadows Borrower ”), PLYMOUTH 7001 AMERICANA LLC, a Delaware limited liability company (“ 7001 Americana Borrower ”), PLYMOUTH 3100 CREEKSIDE LLC, a Delaware limited liability company (“ 3100 Creekside Borrower ”), PLYMOUTH SHELBY LLC, a Delaware limited liability company (“ Shelby Borrower ”), PLYMOUTH 3940 STERN LLC, a Delaware limited liability company (“ 3940 Stern Borrower ”), PLYMOUTH 1875 HOLMES LLC, a Delaware limited liability company (“ 1875 Holmes Borrower ”), PLYMOUTH 1355 HOLMES LLC, a Delaware limited liability company (“ 1355 Holmes Borrower ”), PLYMOUTH 189 SEEGERS LLC, a Delaware limited liability company (“ 189 Seegers Borrower ”), PLYMOUTH 11351 WEST 183RD LLC, a Delaware limited liability company (“ 11351 West 183 ^rd Borrower ”), PLYMOUTH 3500 SOUTHWEST LLC, a Delaware limited liability company (“ 3500 Southwest Borrower ”), PLYMOUTH 32 DART LLC, a Delaware limited liability company (“ 32 Dart Borrower ”), PLYMOUTH 210 AMERICAN LLC, a Delaware limited liability company (“ 210 American Borrower ”), PLYMOUTH 2401 COMMERCE LLC, a Delaware limited liability company (“ 2401 Commerce Borrower ”), PLYMOUTH 56 MILLIKEN LLC, a Delaware limited liability company (“ 56 Milliken Borrower ”), PLYMOUTH 1755 ENTERPRISE LLC, a Delaware limited liability company (“ 1755 Enterprise Borrower ”), PLYMOUTH 4 EAST STOW LLC, a Delaware limited liability company (“ 4 East Stow Borrower ”), PLYMOUTH 4115 THUNDERBIRD LLC, a Delaware limited liability company (“ 4115 Thunderbird Borrower ”), PLYMOUTH 7585 EMPIRE LLC, a Delaware limited liability company (“ 7585 Empire Borrower ”), and PLYMOUTH MOSTELLER LLC, a Delaware limited liability company (“ 11540 Mosteller Borrower ”; and together with 8273 Green Meadows Borrower, 8288 Green Meadows Borrower, 7001 Americana Borrower, 3100 Creekside Borrower, Shelby Borrower, 3940 Stern Borrower, 1875 Holmes Borrower, 1355 Holmes Borrower, 189 Seegers Borrower, 11351 West 183 ^rd Borrower, 3500 Southwest Borrower, 32 Dart Borrower, 210 American Borrower, 2401 Commerce Borrower, 56 Milliken Borrower, 1755 Enterprise Borrower, 4 East Stow Borrower, 4115 Thunderbird Borrower, and 7585 Empire Borrower, collectively, “ Maker ”), each having an address at c/o Plymouth Industrial REIT, Inc. 260 Franklin Street, 19 ^th Floor, Boston, Massachusetts 02110;

WHEREAS, as of October 17, 2016, Holder, AMERICAN HOME ASSURANCE COMPANY, a New York corporation (“ AHAC ”), NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA., a Pennsylvania corporation (“ NUFIC ”), and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation (“ USLIC ”; and together with Holder, AHAC and NUFIC, collectively, “ Lender ”), made a loan to Maker in the maximum original aggregate principal amount of up to $120,000,000.00 (the “ Loan ”);

WHEREAS, the Loan is (i) governed by, among other things, a Loan Agreement, dated as of October 17, 2016, by and between Maker and Lender (the “ Loan Agreement ”), and (ii) secured by, among other things, the Mortgages (as such term is defined in the Loan Agreement) covering certain real property more specifically described in the Mortgages (collectively, the “ Properties ”, and each individually, a “ Property ”). The Loan Agreement, the Notes (as defined below), the Mortgages and all other documents evidencing and/or securing the Loan are herein referred to as the “ Loan Documents ”;

WHEREAS, as of October 17, 2016, Maker executed and delivered, as evidence of the Loan, (i) to Holder, the AGLIC Prior Note, (ii) to AHAC, that certain Promissory Note (AHAC) made by Maker in favor of AHAC, dated as of October 17, 2016 (the “ AHAC Prior Note ”), (iii) to NUFIC, that certain Promissory Note (NUFIC) made by Maker in favor of NUFIC, dated as of October 17, 2016 (the “ NUFIC Prior Note ”), and (iv) to USLIC, that certain Promissory Note (USLIC) made by Maker in favor of USLIC, dated as of October 17, 2016 (the “ USLIC Prior Note ”; and together with the AHAC Prior Note, the NUFIC Prior Note and the AGLIC Prior Note, collectively, the “ Prior Notes ”);

WHEREAS, as of October 17, 2016, Holder made an advance to Maker of a portion of the Loan evidenced by the AGLIC Prior Note in the amount of SIXTY-ONE MILLION FIVE HUNDRED FORTY-EIGHT THOUSAND and 00/100 DOLLARS ($61,548,000.00);

WHEREAS, pursuant to the terms of that certain Future Advance Agreement and Agreement to Add Property, dated as of October 17, 2016 (the “ Future Advance Agreement ”), by and between Maker and Lender, Maker has requested that Holder advance to Maker a portion of the Loan evidenced by the AGLIC Prior Note in the amount of FOUR MILLION SIX HUNDRED NINETY-TWO THOUSAND and 00/100 DOLLARS ($4,692,000.00) (the “ Future Advance Funds ”);

WHEREAS, Holder has agreed to advance to Maker the Future Advance Funds on the date hereof, provided that Maker agrees, among other things, to pay, pursuant to the terms of the Future Advance Agreement, from and after the date hereof, interest on the principal amount of the Loan at the Blended Rate (as defined in the Future Advance Agreement) and to amend and restate the Prior Notes to reflect the Blended Rate;

WHEREAS, as of the date hereof, Maker has agreed to amend and restate the Prior Notes in their entirety in the manner set forth in this Amended and Restated Promissory Note (AGLIC) (this “ Note ”), that certain Amended and Restated Promissory Note (AHAC) made by Maker in favor of AHAC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ AHAC Note ”), that certain Amended and Restated Promissory Note (NUFIC) made by Maker in favor of NUFIC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ NUFIC Note ”), and that certain Amended and Restated Promissory Note (USLIC) made by Maker in favor of USLIC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ USLIC Note ”; and collectively with the AHAC Note, the NUFIC Note and this Note, the “ Notes ”);

WHEREAS, as of the date hereof, (i) immediately prior to Holder’s advance to Maker of the Future Advance Funds, there is owing under the AGLIC Prior Note the principal balance of SIXTY-ONE MILLION FIVE HUNDRED FORTY-EIGHT THOUSAND and 00/100 DOLLARS ($61,548,000.00), and (ii) immediately following Holder’s advance to Maker of the Future Advance Funds, there will be owing under this Note the principal balance of SIXTY-SIX MILLION TWO HUNDRED FORTY THOUSAND and 00/100 DOLLARS ($66,240,000.00); and

WHEREAS, Holder and Maker have agreed that the indebtedness evidenced by the AGLIC Prior Note shall be amended and restated, that the AGLIC Prior Note shall be exchanged for this Note and that, upon such exchange, the AGLIC Prior Note shall be deemed replaced by this Note, but that in no event shall such amendment and restatement or exchange be deemed to be a cancellation, novation or extinguishment of the indebtedness evidenced by the AGLIC Prior Note or be deemed to be the creation or substitution of new indebtedness; it having been expressly agreed that this Note shall merely be evidence of the indebtedness heretofore evidenced by the AGLIC Prior Note, and that the terms of the AGLIC Prior Note shall be entirely amended and restated by this Note.

NOW THEREFORE, Maker hereby confirms its agreement with the foregoing “WHEREAS” clauses, and each Person (as defined in the Loan Agreement) that constitutes Maker hereby jointly and severally promises to pay to the order of Holder, at Holder’s address set forth in the first of the foregoing “WHEREAS” clauses or at such other address as may be designated from time to time by any Holder, the principal sum of SIXTY-SIX MILLION TWO HUNDRED FORTY THOUSAND and 00/100 DOLLARS ($66,240,000.00), together with interest on the principal balance outstanding from time to time, as hereinafter provided, in lawful money of the United States of America in accordance with this Note and the other Loan Documents (as defined below).

By its execution and delivery of this Note, Maker covenants and agrees as follows:

1. Interest Rate and Payments .

(a) The balance of principal outstanding from time to time under this Note shall bear interest as follows: (x) with respect to the period of time commencing on November 1, 2016 and continuing through and including the date immediately preceding the date hereof, at the rate of four and eight hundredths percent (4.08%) per annum (the “ Initial Advance Interest Rate ”), computed on the basis of a three hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each; and (y) with respect to all other periods of time from and after the date hereof, at the rate of four and eighty-four thousandths percent (4.084%) per annum (the “ Original Interest Rate ”), computed on the basis of a three hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each; provided, however, in each case, interest for partial months shall be calculated by multiplying the principal balance of this Note by the applicable interest rate (i.e., the Initial Advance Interest Rate, the Original Interest Rate or the New Rate (hereinafter defined)), dividing the product by three hundred sixty (360), and multiplying that result by the actual number of days elapsed.

(b) Commencing on December 1, 2016, and on the first day of each of the immediately succeeding calendar months thereafter through and including November 1, 2019 (each such day a “ Payment Date ” and such period the “ Interest Only Period ”), payments of interest only shall be payable.

(c) Commencing on the first Payment Date immediately succeeding the expiration of the Interest Only Period and on each Payment Date thereafter through and including the Payment Date immediately preceding the Maturity Date (as defined below), combined payments of principal and interest shall be payable, in arrears, in the amount of $337,784.79 each (such amount representing an amount sufficient to fully amortize the original principal amount of this Note over a twenty-seven (27) year period (the “ Amortization Period ”)).

(d) The entire outstanding principal balance, and all other amounts due under this Note and the other Loan Documents, together with all accrued and unpaid interest thereon, shall be due and payable in full on the earlier of (x) the date of any Acceleration Event (as defined in Section 14 below) and (y) November 1, 2023 (the “ Maturity Date ”).

2. Holder’s Extension Option; Net Operating Income . The provisions of this Section 2 concern the election of Holder to extend the term of the Loan for the Extension Term (as defined below) and certain obligations of Maker during the Extension Term.

(a) If Maker shall fail to pay the outstanding principal balance of this Note and all accrued interest and other charges due hereon and all other amounts due under the Loan Documents, on or prior to the Maturity Date, Holder shall have the right, at Holder’s sole option and in Holder’s sole discretion, to extend the term of the Loan for an additional period of five (5) years (the “ Extension Term ”) and require Maker to make additional monthly payments of Net Operating Income (as hereinafter defined). If Holder elects to extend the term of the Loan pursuant to this Section 2 , Maker shall pay all fees of Holder incurred in connection with such extension, including, but not limited to, attorneys’ fees and title insurance premiums. Maker shall execute all documents reasonably requested by Holder to evidence and secure the Loan, as extended, and shall obtain and provide to Holder any title insurance policy or endorsement to Holder’s title insurance policy requested by Holder. If Holder elects to extend the term of the Loan for the Extension Term, no Event of Default (as hereinafter defined) shall be deemed to exist solely by reason of the failure by Maker to pay the then-outstanding principal balance of the Loan, and all other amounts due under this Note and the other Loan Documents, together with all accrued and unpaid interest thereon, on the Maturity Date.

(b) Should Holder elect to extend the term of the Loan as provided above, Holder shall: (i) reset the interest rate borne by the then-outstanding principal balance of the Loan to a rate per annum (the “ New Rate ”) equal to the greater of (A) the Original Interest Rate, or (B) Holder’s (or comparable lenders’, if Holder is no longer making such loans) then-prevailing interest rate for five (5) year loans secured by properties similar to the Properties, as determined by Holder in its sole discretion; (ii) re-amortize the then-outstanding principal balance of the Loan over the then-remaining portion of the Amortization Period; (iii) have the right to require Maker to enter into modifications of the non-economic terms of the Loan Documents as Holder may reasonably request (the “ Non-Economic Modifications ”), provided that such Non-Economic Modifications shall not materially increase Maker’s rights hereunder or materially decrease Maker’s rights hereunder; and (iv) notwithstanding any provision set forth in the Loan Documents to the contrary, have the right to require Maker to make monthly payments into escrow for insurance premiums and real property taxes, assessments and similar governmental charges. Hence, monthly principal and interest payments payable under this Note during the Extension Term shall be based upon the New Rate, in an amount that would be sufficient to fully amortize the then-outstanding principal balance of the Loan over the then-remaining portion of the Amortization Period, if such amortization were based on a three hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each.

(c) If Holder elects to extend the term of the Loan as provided in this Section 2 , Holder shall advise Maker of the New Rate on or prior to the Maturity Date.

(d) In addition to the required monthly payments of principal and interest set forth above, commencing on the first day of the second month following the Maturity Date and continuing on the first day of each month thereafter during the Extension Term (each an “ Additional Payment Date ”), Maker shall make monthly payments to Holder in an amount equal to all Net Operating Income (hereinafter defined) attributable to each Property for the calendar month ending on the last day of the month that is two (2) months preceding each such Additional Payment Date. For example, assuming the Maturity Date is January 1, then Net Operating Income for the period from January 1 through January 31 shall be payable to Holder on March 1; Net Operating Income for the period from February 1 through February 28 shall be payable to Holder on April 1, and so on.

(e) All such Net Operating Income received from Maker shall be held by, and in the possession of, Holder or Holder’s servicer, and shall be deposited into an account or accounts maintained at a financial institution chosen by Holder or Holder’s servicer in its sole discretion (the “ Deposit Account ”) and all such funds shall be invested in a manner acceptable to Holder in its sole discretion. All interest, dividends and earnings credited to the Deposit Account shall be held and applied in accordance with the terms hereof.

(f) On the third Additional Payment Date and on each third Additional Payment Date thereafter, Holder shall apply all Excess Funds (hereinafter defined), if any, (i) first, to the payment of any past-due amounts under this Note or any other Loan Documents, and (ii) then, to the prepayment of any amounts due under this Note and the other Loan Documents in such order and manner as determined by Holder, without premium or penalty.

(g) As security for the repayment of the Loan and the performance of all other obligations of Maker under the Loan Documents, Maker hereby assigns, pledges, conveys, delivers, transfers and grants to Holder a first priority security interest in and to: (i) all Maker’s right, title and interest in and to the Deposit Account; (ii) all rights to payment from the Deposit Account and the money deposited therein or credited thereto (whether then due or in the future due and whether then or in the future on deposit); (iii) all interest thereon; (iv) any certificates, instruments and securities, if any, representing the Deposit Account; (v) all claims, demands, general intangibles, choses in action and other rights or interests of Maker in respect of the Deposit Account; (vi) any monies then or at any time thereafter deposited therein; and (vii) any increases, renewals, extensions, substitutions and replacements thereof and all proceeds of the foregoing.

(h) From time to time, but not more frequently than monthly, Maker may request a disbursement (a “ Disbursement ”) from the Deposit Account for capital expenses, furniture, fixtures and equipment, tenant improvement expenses, leasing commissions and special contingency expenses. Holder may consent to or deny any such Disbursement in its sole discretion.

(i) Upon the occurrence of any Event of Default (hereinafter defined), (i) Maker shall not be entitled to any further Disbursement from the Deposit Account and (ii) Holder shall be entitled to take immediate possession and control of the Deposit Account (and all funds contained therein) and to pursue all of its rights and remedies available to Holder under the Loan Documents, at law and in equity.

(j) All of the terms and conditions of the Loan Documents shall apply during the Extension Term, except as expressly set forth above, and except that no further extensions of the Loan shall be permitted.

(k) For the purposes of the foregoing:

(i) “ Excess Funds ” shall mean, on any Additional Payment Date, the amount of funds then existing in the Deposit Account (including any Net Operating Income due on the applicable Additional Payment Date), less an amount equal to the sum of three regularly scheduled payments of principal and interest due on this Note and the other Loan Documents;

(ii) “ Net Operating Income ” shall mean, for any particular period of time, Gross Revenue for the relevant period, less Operating Expenses for the relevant period; provided, however, that if such amount is equal to or less than zero (0), Net Operating Income shall equal zero (0);

(iii) “ Gross Revenue ” shall have the definition as set forth in the Loan Agreement; and

(iv) “ Operating Expenses ” shall mean the sum of all ordinary and necessary operating expenses actually paid by Maker in connection with the operation of each Property during the relevant period for which the calculation of Operating Expenses is being made, including, but not limited to, (a) payments made by Maker for taxes and insurance required under the Loan Documents, and (b) monthly debt service payments as required under this Note and the other Loan Documents.

3. Budgets During Extension Term .

(a) With respect to each Property, within fifteen (15) days following the Maturity Date and on or before December 1 of each subsequent calendar year, Maker shall deliver to Holder a proposed revenue and expense budget for such Property for the remainder of the calendar year in which the Maturity Date occurs or the immediately succeeding calendar year (as applicable). Such budget shall set forth Maker’s projection of Gross Revenue and Operating Expenses for the applicable calendar year, which shall be subject to Holder’s reasonable approval. Once a proposed budget has been reviewed and approved by Holder, and Maker has made all revisions requested by Holder, if any, the revised budget shall be delivered to Holder and shall thereafter become the budget for such Property hereunder (any such budget referred to as the “ Budget ”) for the applicable calendar year. If Maker and Holder are unable to agree upon a Budget for any calendar year, the budgeted Operating Expenses (excluding extraordinary items) provided in the Budget for such Property for the preceding calendar year shall be considered the Budget for such Property for the subject calendar year until Maker and Holder agree upon a new Budget for such calendar year.

(b) During the Extension Term, Maker shall operate each Property in accordance with the applicable Budget for the applicable calendar year, and the total of expenditures relating to such Property exceeding one hundred and five percent (105%) of the aggregate of such expenses set forth in the applicable Budget for the applicable time period shall not be treated as Operating Expenses for the purposes of calculating “ Net Operating Income, ” without the prior written consent of Holder except for emergency expenditures which, in Maker’s good faith judgment, are reasonably necessary to protect, or avoid immediate danger to, life or property.

4. Reports During Extension Term .

(a) During the Extension Term, Maker shall deliver to Holder all financial statements reasonably required by Holder to calculate Net Operating Income, including, without limitation, a monthly statement to be delivered to Holder concurrently with Maker’s payment of Net Operating Income that sets forth the amount of Net Operating Income accompanying such statement and Maker’s calculation of Net Operating Income for the relevant calendar month. Such statements shall be certified by an executive officer of Maker or Maker’s manager, managing member or general partner (as applicable) as having been prepared in accordance with the terms of this Note, and to the extent applicable, the Loan Agreement, and to be true, accurate and complete in all material respects.

(b) In addition, on or before April 1 of each calendar year during the Extension Term, Maker shall submit to Holder an annual income and expense statement for each Property that shall include the calculation of Gross Revenue, Operating Expenses and Net Operating Income for the preceding calendar year and shall be accompanied by Maker’s reconciliation of any difference between the actual aggregate amount of the Net Operating Income for such calendar year and the aggregate amount of Net Operating Income for such calendar year actually remitted to Holder. All such statements shall be certified by an executive officer of Maker or Maker’s manager, managing member or general partner (as applicable) as having been prepared in accordance with the terms of this Note, and/or the Loan Agreement, as applicable and to be true, accurate and complete in all material respects. If any such annual financial statement discloses any inconsistency between the calculation of Net Operating Income and the amount of Net Operating Income actually remitted to Holder, Maker shall, within ten (10) days following receipt by Maker of such annual financial statements, remit to Holder the amount of any underpayment of Net Operating Income for such calendar year or, in the event of an overpayment by Maker (as confirmed in writing by Holder), the amount of such overpayment may be withheld from the immediately subsequent payment of Net Operating Income required hereunder.

(c) Holder may notify Maker within sixty (60) days after receipt of any annual statement or report required under Section 4(b) of this Note that Holder disputes any computation or item contained in any portion of such statement or report. If Holder so notifies Maker, Holder and Maker shall meet in good faith within twenty (20) days after Holder’s notice to Maker to resolve such disputed items. If, despite such good faith efforts, the parties are unable to resolve the dispute at such meeting or within ten (10) days thereafter, the items shall be resolved by an independent certified public accountant designated by Holder within fifteen (15) days after the end of such ten (10) day period. The determination of such accountant shall be final. All fees of such accountant shall be paid by Maker. Maker shall remit to Holder any additional amount of Net Operating Income found to be due for such periods within ten (10) days after the resolution of such dispute by the parties or the accountant’s determination, as applicable. The amount of any overpayment found to have been made for such periods may be withheld from the immediately subsequent payment of Net Operating Income required hereunder.

(d) Maker shall at all times keep and maintain full and accurate books of account and records adequate to reflect correctly all items required in order to calculate Gross Revenue, Operating Expenses and Net Operating Income.

5. Prepayment .

(a) Except as expressly permitted in the Partial Release Agreement, Maker shall have no right to prepay all or any part of this Note before the date that is thirty-six (36) calendar months from and after November 1, 2016 (the “ Lockout Expiration Date ”).

(b) At any time on or after the Lockout Expiration Date (but subject to clause (i), clause (ii) and clause (iii) of this Section 5(b) ), Maker shall have the right to prepay the full then-outstanding principal amount of the Loan, and all other amounts due under this Note and the other Loan Documents, and all accrued but unpaid interest thereon as of the date of prepayment, provided that (i) Maker gives not less than thirty (30) days’ prior written notice to Holder of Maker’s election to prepay this Note, (ii) Maker pays a prepayment premium to Holder equal to the greater of (A) one percent (1%) of the then-outstanding principal amount of the Loan or (B) the Present Value of this Note (hereinafter defined) (less the amount of principal being prepaid, calculated as of the prepayment date), and (iii) Maker simultaneously prepays the full principal amount, together with all accrued and unpaid interest and any other amounts, outstanding under the AHAC Note, the NUFIC Note, the USLIC Note, and the other Loan Documents. Any notice of prepayment delivered by Maker to Holder under this Section 5 may be revoked by delivery of written notice to Holder of such revocation at least ten (10) Business Days (as defined below) prior to the date of such prepayment.

(c) Notwithstanding the provisions of this Section 5 , no prepayment premium shall be due in connection with any involuntary prepayment due to the application by Holder of any insurance proceeds or condemnation awards to the principal balance of the Loan, provided, that no Default or Event of Default has occurred or is continuing at the time of such application of insurance proceeds or condemnation awards.

(d) Holder shall notify Maker of the amount and basis of determination of the prepayment premium. Holder shall not be obligated to accept any prepayment of the principal balance of this Note unless such prepayment is accompanied by (i) the applicable prepayment premium, if any, (ii) the entire outstanding principal balance of the Loan and (iii) all accrued and unpaid interest and all other amounts due under this Note, the AHAC Note, the NUFIC Note, the USLIC Note, and the other Loan Documents. Maker may not prepay the Loan on a Friday, on any day that is not a Business Day or on any day preceding a public holiday, or the equivalent for banks generally under the laws of the State of New York.

(e) In no event shall Maker be permitted to make any partial prepayments of this Note, except for (i) the making of regularly scheduled payments of principal pursuant to Section 1 above, (ii) making payments of Net Operating Income during the Extension Term as required above, (iii) the application of insurance proceeds or condemnation awards to the principal balance of this Note, as provided herein and in the Loan Agreement, and (iv) if required in connection with a Released Parcel pursuant to the Partial Release Agreement.

(f) If Holder accelerates this Note for any reason, then in addition to Maker’s obligation to pay the then-outstanding principal balance of the Loan, all accrued but unpaid interest thereon and any other amounts due hereunder and under the other Loan Documents, Maker shall pay to Holder an additional amount equal to the prepayment premium that would be due to Holder if Maker were voluntarily prepaying this Note at the time that such acceleration occurred, or if under the terms hereof no voluntary prepayment would be permissible on the date of such acceleration, Maker shall pay a prepayment premium equal to 150% of the highest prepayment premium set forth in this Note, calculated as of the date of such acceleration as if prepayment were permitted on such date.

(g) For the purposes of the foregoing:

(i) The “ Present Value of this Note ” with respect to any prepayment of this Note, as of any date, shall be determined by discounting all scheduled payments of principal and interest remaining to the Maturity Date, attributed to the amount being prepaid, at the Discount Rate. If prepayment occurs on a date other than a regularly scheduled Payment Date, the actual number of days remaining from the prepayment date to the next Payment Date will be used to calculate such discount within such period;

(ii) The “ Discount Rate ” is the rate which, when compounded monthly, is equivalent to the Treasury Rate, when compounded semi-annually;

(iii) The “ Treasury Rate ” is the semi-annual yield on the Treasury Constant Maturity Series with maturity equal to the remaining weighted average life of this Note, for the week prior to the prepayment date, as reported in Federal Reserve Statistical Release H.15 - Selected Interest Rates, conclusively determined by Holder on the prepayment date. The rate will be determined by linear interpolation between the yields reported in Release H.15, if necessary. In the event Release H.15 is no longer published, Holder shall select a comparable publication to determine the Treasury Rate.

(h) Holder shall not be obligated to actually reinvest the amount prepaid in any treasury obligations as a condition precedent to receiving any prepayment premium or for any other reason.

(i) Notwithstanding the foregoing, at any time during the Extension Term, Maker shall have the right to prepay the full then-outstanding principal amount of the Loan, and all other amounts due under this Note and the other Loan Documents, and all accrued but unpaid interest thereon as of the date of prepayment, without prepayment premium thereon.

(j) Any amounts prepaid may not be re-borrowed.

6. Payments . Whenever any payment to be made under this Note shall be stated to be due on a Saturday, Sunday or public holiday or the equivalent for banks generally under the laws of the State of New York (any other day being a “ Business Day ”), such payment may be made on the next succeeding Business Day.

7. Default Rate .

(a) The entire outstanding balance of principal, interest, and any other amount due under this Note and the other Loan Documents that are not paid when due (including, without limitation, the payment of the outstanding principal balance of this Note upon the Maturity Date), by acceleration or otherwise, shall bear interest from the date due until the date so paid at an interest rate equal to the greatest of (i) eighteen percent (18%) per annum or (ii) a per annum rate equal to five percent (5%) over the prime rate published in The Wall Street Journal on the first Business Day of each month or (iii) a per annum rate equal to five percent (5%) over the Original Interest Rate (such interest rate, the “ Default Rate ”); provided, however, that such rate shall not exceed the maximum permitted by applicable state or federal law. In the event The Wall Street Journal is no longer published or no longer publishes such prime rate, Holder shall select a comparable reference.

(b) If any payment under this Note is not made when due, interest shall accrue on the entire outstanding principal balance of the Loan at the Default Rate from the date such payment was due until payment is actually made. If any Event of Default shall occur, then during the continuance of such Event of Default, interest shall accrue on the then-outstanding principal balance of the Loan at the Default Rate.

8. Late Charges . In addition to interest as set forth herein, Maker shall pay to Holder a late charge equal to four percent (4%) of any amounts due under this Note in the event that any such amount is not paid when due, except for the outstanding principal balance due upon the Maturity Date; provided, however, that with respect to any such late payment, such late charge shall be charged only one time in respect of such late payment.

9. Application of Payments . All payments hereunder shall be applied in the following order: (i) first, to the payment of late charges, if any; (ii) second, to the payment of prepayment premiums, if any; (iii) third, to the repayment of any sums advanced by Holder for the payment of any insurance premiums, taxes, assessments or other charges against the Properties securing this Note, if any, and any other costs and expenses incurred by Holder in accordance with the Loan Documents (together with interest thereon at the Default Rate from the date of advance until repaid), if any; (iv) fourth, to the payment of accrued and unpaid interest on this Note, the AHAC Note, the NUFIC Note, the USLIC Note and other amounts due and payable under the other Loan Documents (other than principal), if any; and (v) fifth, to the reduction of principal of this Note, the AHAC Note, the NUFIC Note, and the USLIC Note. Notwithstanding the foregoing, for so long as any Event of Default is continuing, Holder shall have the continuing exclusive right to apply any payments received by Holder from or on behalf of Maker as Holder may elect against the then due and owing obligations of Maker under this Note and the other Loan Documents in such order of priority or in such allocations as Holder may determine in its sole and absolute discretion.

10. Immediately Available Funds . All payments under this Note shall be payable in immediately available funds without setoff, counterclaim or deduction of any kind, and shall be made by electronic funds transfer from a bank account established and maintained by Maker for such purpose.

11. Security . This Note is secured by, among other things, (i) the Mortgages encumbering the Properties, (ii) the Guaranty (as defined in the Loan Agreement), and (iii) the other Security Documents (as defined in the Loan Agreement).

12. Certain Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement.

13. Event of Default . Each of the following events will constitute an event of default (an “ Event of Default ”) under this Note, the AHAC Note, the NUFIC Note, the USLIC Note, and the Loan Documents, and any Event of Default under any Loan Document shall constitute an Event of Default hereunder and under each of the other Loan Documents:

(a) any failure pay when due (i) any interest, principal or other amount in a sum certain under this Note, the Loan Agreement, the Mortgages or under any of the other Loan Documents for which sum there is a scheduled date for payment or for which there is a date certain for payment (including, without limitation, the payment of all outstanding Secured Obligations on the Maturity Date); notwithstanding the foregoing provisions of this Section 13(a) , there shall be a grace period of not more than five (5) days for any regularly scheduled payment of interest only or any regularly scheduled payment of principal and interest (other than on the Maturity Date) if such payment is not made on the due date therefor, provided, however, that there shall only be two (2) such grace periods during the term of the Loan; or

(b) any failure to pay within five (5) days following demand by Holder for any amount due and payable by Maker under this Note or under any other Loan Document other than any amount described in Section 13(a) above; notwithstanding the foregoing provisions of this Section 13(b) , there shall be a grace period of not more than five (5) days for any payment of any amount due and payable by Maker under this Note or under any other Loan Document other than any amount described in Section 13(a) above if such payment is not made on the due date therefor, provided, however, that there shall only be two (2) such grace periods during the term of the Loan; or

(c) any failure of Maker to properly perform any obligation contained in this Note or in any of the other Loan Documents (other than the obligation to make payments under this Note or the other Loan Documents) and the continuance of such failure for a period of thirty (30) days following written notice thereof from Holder to Maker; provided, however, that if such failure is not curable within such thirty (30) day period, then, so long as Maker commences to cure such failure within such thirty (30) day period and is continually and diligently attempting to cure to completion, such failure shall not be an Event of Default unless such failure remains uncured for sixty (60) days after such written notice to Maker (for the avoidance of doubt, any “Event of Default” as defined in the Loan Agreement and any other Loan Document is an Event of Default under this Note, and shall not be subject to the cure period set forth in this Section 13(c) ); or

(d) if, at any time during the Extension Term, Gross Revenue for any calendar month shall be less than eighty-seven and one-half percent (87.5%) of the amount of projected Gross Revenue for such month set forth in the applicable Budget; or

(e) the occurrence of any event that is deemed to be an “Event of Default” under any provision of this Note, the AHAC Note, the NUFIC Note, the USLIC Note, the Loan Agreement, any of the Mortgages or any other Loan Document.

14. Acceleration . Upon the occurrence of any Event of Default, the entire outstanding balance of principal, accrued interest, and other sums owing hereunder shall, at the option of Holder, become at once due and payable without notice or demand (an “ Acceleration Event ”). Upon the occurrence of any Event of Default described in Section 13(d) hereof, Holder shall have the option, in its sole and absolute discretion, to either (a) exercise any remedies available to Holder under the Loan Documents, at law, in equity or otherwise, or (b) require Maker to submit a new proposed budget for Holder’s approval. If Holder agrees to accept such new proposed budget, then such budget shall become the Budget for all purposes hereunder. If an Event of Default exists, Holder may exercise any right, power or remedy permitted by law or set forth herein or in the Loan Agreement, any of the Mortgages or any other Loan Document.

15. Conditions Precedent . Maker hereby certifies and declares that all acts, conditions and things required to be done or performed or to have happened precedent to the creation and issuance of this Note, and in order to constitute this Note the legal, valid and binding obligation of Maker, enforceable in accordance with the terms hereof, have been done or performed or have happened in due and strict compliance with all applicable laws or have been expressly waived in writing by Holder.

16. Certain Waivers and Consents . Maker and all parties now or hereafter liable for the payment hereof, primarily or secondarily, directly or indirectly, and whether as endorser, guarantor, surety, or otherwise, hereby severally (a) waive presentment, demand, protest, notice of protest and/or dishonor, and all other demands or notices of any sort whatever with respect to this Note, (b) consent to impairment or release of collateral, extensions of time for payment, and acceptance of partial payments before, at, or after maturity, (c) waive any right to require Holder to proceed against any security for this Note before proceeding hereunder, (d) waive diligence in the collection of this Note or in filing suit on this Note, and (e) agree to pay all costs and expenses, including, without limitation, attorneys’ fees, which may be incurred in the collection of this Note or any part thereof or in preserving, securing possession of, and realizing upon any security for this Note.

17. Usury Savings Clause . The provisions of this Note and of all agreements between Maker and Holder are, whether now existing or hereinafter made, hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of the maturity hereof, prepayment, demand for payment or otherwise, shall the amount paid, or agreed to be paid, to Holder for the use, forbearance or detention of the principal hereof or interest hereon, which remains unpaid from time to time, exceed the maximum amount permissible under applicable law. In particular, it is the intention of the parties hereto to conform strictly to the laws of the State of New York and Federal law, whichever is applicable. If as a result of any circumstance whatsoever, the performance or fulfillment of any provision hereof or of any other agreement between Maker and Holder pertaining to the subject matter hereof shall, at the time performance or fulfillment of such provision is due, involve or purport to require any payment in excess of the limits then prescribed by applicable law, then the obligation to be performed or fulfilled shall hereby be reduced to such limit as to be valid under such applicable law, and if as a result of any circumstance whatsoever, Holder should receive as interest under this Note an amount which would exceed the then highest lawful rate, the amount by which such interest payment would exceed such highest lawful rate shall be applied to the reduction of the principal balance owing hereunder without prepayment or penalty (or, at Holder’s option, be paid to Maker) and in no event shall be counted as interest. To the fullest extent permitted by then applicable law, the determination of the legal maximum amount of interest shall at any and all times be made by amortizing, prorating, allocating and spreading in equal parts over the period of the full stated term of this Note, all interest at any time contracted for, charged or received from Maker in connection with this Note and all other agreements between Maker and Holder pertaining to the subject matter hereof, so that the actual rate of interest on account of the indebtedness represented by this Note is uniform throughout the term hereof and complies with all applicable law.

18. Non-Recourse; Exceptions to Non-Recourse . Maker’s obligations hereunder are subject to and limited by the terms of Section 11.28.1 and Section 11.28.2 of the Loan Agreement, which terms are hereby incorporated herein by reference.

19. Severability; Remedies Cumulative . The provisions of Section 6.3 and Section 11.10 of the Loan Agreement are hereby incorporated herein by reference.

20. Transfer of Note . Each provision of this Note shall be and remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.

21. Security Interest . Maker hereby pledges and grants to Holder a security interest in and to any money or other property which Holder may at any time have or hold on deposit for Maker.

22. Governing Law . Regardless of the place of its execution, this Note shall be construed and enforced in accordance with the substantive laws of the State of New York, without reference to conflicts of law principles.

23. Time of Essence . Time is of the essence in respect of each of the terms and provisions of this Note.

24. No Waiver . Holder shall not by any act or omission be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Holder and then only to the extent specifically set forth therein. A waiver of any singular right or remedy granted to Holder hereunder shall not be construed as continuing or as a bar to or waiver of (i) any other right or remedy granted to Holder hereunder or (ii) such waived right or remedy granted to Holder hereunder in connection with any subsequent event.

25. Joint and Several Obligation . If Maker is more than one Person, then: (a) all Persons comprising Maker are jointly and severally liable for all of Maker’s obligations hereunder; (b) all representations, warranties and covenants made by Maker shall be deemed representations, warranties and covenants of each of the Persons comprising Maker; (c) any breach, Default or Event of Default by any of the Persons comprising Maker hereunder shall be deemed to be a breach, Default or Event of Default of each of the Persons comprising Maker; and (d) any reference herein contained to the knowledge or awareness of Maker shall mean the knowledge or awareness of any of the Persons comprising Maker.

26. WAIVER OF JURY TRIAL . MAKER AND HOLDER KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAKER OR HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS NOTE, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE LOAN AGREEMENT, THE MORTGAGES, OR ANY OTHER LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR TO ANY LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR MAKER AND HOLDER TO ENTER INTO THE LOAN TRANSACTION EVIDENCED BY THIS NOTE.

27. WAIVER OF PREPAYMENT RIGHT WITHOUT PREMIUM . EXCEPT AS EXPLICITLY SET FORTH OR PERMITTED HEREIN OR EXPRESSLY SET FORTH OR PERMITTED IN THE OTHER LOAN DOCUMENTS, MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE UNDER APPLICABLE LAW IN EQUITY OR OTHERWISE TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT PREPAYMENT PREMIUM, UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE OR OTHERWISE, AND AGREES THAT, IF FOR ANY REASON A PREPAYMENT OF ALL OR ANY PART OF THIS NOTE IS MADE, WHETHER VOLUNTARILY OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF THE OCCURRENCE OF ANY EVENT OF DEFAULT ARISING FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY PROHIBITED OR RESTRICTED TRANSFER, PROHIBITED OR RESTRICTED FURTHER ENCUMBRANCE OR PROHIBITED OR RESTRICTED DISPOSITION OF ANY PROPERTY OR ANY PART THEREOF SECURING THIS NOTE, THEN MAKER SHALL BE OBLIGATED TO PAY, CONCURRENTLY WITH SUCH PREPAYMENT, THE PREPAYMENT PREMIUM AS PROVIDED FOR IN THIS NOTE OR, IN THE EVENT OF PREPAYMENT FOLLOWING ACCELERATION OF THE MATURITY DATE HEREOF WHEN THIS NOTE IS CLOSED TO PREPAYMENT, AS PROVIDED HEREIN AND IN THE LOAN AGREEMENT AND THE MORTGAGES. MAKER HEREBY DECLARES THAT HOLDER’S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY MAKER, FOR THIS WAIVER AND AGREEMENT.

28. Acceptance of Cures for Events of Default . Notwithstanding anything to the contrary contained in this Note or the other Loan Documents (including, without limitation, any reference to the “continuance” of an Event of Default or to any Event of Default that is “continuing”), Holder shall in no event or under any circumstance be obligated or required to accept a cure by Maker (or any of the parties included in the term “Maker”) or by any other Person of an Event of Default unless Holder agrees to do so in the exercise of its sole and absolute discretion, it being agreed that once an Event of Default has occurred and so long as Holder has not determined to accept a cure of such Event of Default in writing, Holder shall be absolutely and unconditionally entitled to pursue all rights and remedies available to it under the Loan Documents, at law or in equity or otherwise.

29. Amendment and Restatement .

(a) Holder is the holder of the note described in Schedule A attached hereto (the “ AGLIC Prior Note ”).

(b) This Note amends, modifies and restates the AGLIC Prior Note in its entirety. The terms, covenants, agreements, rights, obligations and conditions contained in this Note shall amend, modify, restate and supersede in all respect the terms, covenants, agreements, rights, obligations and conditions contained in the AGLIC Prior Note, but shall not impair the debt evidenced by the AGLIC Prior Note, which shall be paid pursuant to this Note. It is agreed and understood that the principal amount outstanding under this Note, as of the date hereof, is $66,240,000.00.

[END OF TEXT]

IN WITNESS WHEREOF and intending to be legally bound, Maker has duly executed this Note as of the date first above written.

MAKER:

8273 GREEN MEADOWS BORROWER

PLYMOUTH 8273 GREEN MEADOWS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

8288 GREEN MEADOWS BORROWER

PLYMOUTH 8288 GREEN MEADOWS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

7001 AMERICANA BORROWER

PLYMOUTH 7001 AMERICANA LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

3100 CREEKSIDE BORROWER

PLYMOUTH 3100 CREEKSIDE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

SHELBY BORROWER

PLYMOUTH SHELBY LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

3940 STERN BORROWER

PLYMOUTH 3940 STERN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

1875 HOLMES BORROWER

PLYMOUTH 1875 HOLMES LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

1355 HOLMES BORROWER

PLYMOUTH 1355 HOLMES LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

189 SEEGERS BORROWER

PLYMOUTH 189 SEEGERS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

11351 WEST 183RD BORROWER

PLYMOUTH 11351 WEST 183RD LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

3500 SOUTHWEST BORROWER

PLYMOUTH 3500 SOUTHWEST LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

32 DART BORROWER

PLYMOUTH 32 DART LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

210 AMERICAN BORROWER

PLYMOUTH 210 AMERICAN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

2401 COMMERCE BORROWER

PLYMOUTH 2401 COMMERCE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

56 MILLIKEN BORROWER

PLYMOUTH 56 MILLIKEN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

1755 ENTERPRISE BORROWER

PLYMOUTH 1755 ENTERPRISE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

4 EAST STOW BORROWER

PLYMOUTH 4 EAST STOW LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

4115 THUNDERBIRD BORROWER

PLYMOUTH 4115 THUNDERBIRD LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

7585 EMPIRE BORROWER

PLYMOUTH 7585 EMPIRE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

11540 MOSTELLER BORROWER

PLYMOUTH MOSTELLER LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 8273 Green Meadows LLC, and proved to me though satisfactory evidence of identification, which was __________________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 8273 Green Meadows]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of 8288 Green Meadows LLC, and proved to me though satisfactory evidence of identification, which was ________________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 8288 Green Meadows]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 7001 Americana LLC, and proved to me though satisfactory evidence of identification, which was ____________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 7001 Americana]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 3100 Creekside LLC, and proved to me though satisfactory evidence of identification, which was _____________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3100 Creekside]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth Shelby LLC, and proved to me though satisfactory evidence of identification, which was __________________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth Shelby]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 3940 Stern LLC, and proved to me though satisfactory evidence of identification, which was _____________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3940 Stern]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 1875 Holmes LLC, and proved to me though satisfactory evidence of identification, which was ____________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1875 Holmes]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 1355 Holmes LLC, and proved to me though satisfactory evidence of identification, which was ____________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1355 Holmes]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 189 Seegers LLC, and proved to me though satisfactory evidence of identification, which was ____________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 189 Seegers]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 11351 West 183rd LLC, and proved to me though satisfactory evidence of identification, which was __________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 11351 West 183rd]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 3500 Southwest LLC, and proved to me though satisfactory evidence of identification, which was _________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3500 Southwest]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 32 Dart LLC, and proved to me though satisfactory evidence of identification, which was ______________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 32 Dart]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 210 American LLC, and proved to me though satisfactory evidence of identification, which was ____________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 210 American]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 2401 Commerce LLC, and proved to me though satisfactory evidence of identification, which was ___________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 2401 Commerce]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 56 Milliken LLC, and proved to me though satisfactory evidence of identification, which was ___________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 56 Milliken]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 1755 Enterprise LLC, and proved to me though satisfactory evidence of identification, which was _________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1755 Enterprise]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 4 East Stow LLC, and proved to me though satisfactory evidence of identification, which was __________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 4 East Stow]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 4115 Thunderbird LLC, and proved to me though satisfactory evidence of identification, which was _________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 4115 Thunderbird]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 7585 Empire LLC, and proved to me though satisfactory evidence of identification, which was ____________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 7585 Empire]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth Mosteller LLC, and proved to me though satisfactory evidence of identification, which was _________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth Mosteller]

SCHEDULE A

AGLIC PRIOR NOTE

Promissory Note (AGLIC), dated as of October 17, 2016, made by Maker to the order of Holder, in the original principal amount of up to $66,240,000.00.

AMENDED AND RESTATED PROMISSORY NOTE (AHAC)

U.S. $21,900,000.00

November 18, 2016

WHEREAS, AMERICAN HOME ASSURANCE COMPANY, a Texas corporation (“ AHAC ”, and together with its successors and assigns, individually or collectively, as the context may require, “ Holder ”), having an address at c/o AIG Investments, 777 S. Figueroa Street, 16 ^th Floor, Los Angeles, California 90017-5800, is the holder of the AHAC Prior Note (as defined below), evidencing obligations made by PLYMOUTH 8273 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8273 Green Meadows Borrower ”), PLYMOUTH 8288 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8288 Green Meadows Borrower ”), PLYMOUTH 7001 AMERICANA LLC, a Delaware limited liability company (“ 7001 Americana Borrower ”), PLYMOUTH 3100 CREEKSIDE LLC, a Delaware limited liability company (“ 3100 Creekside Borrower ”), PLYMOUTH SHELBY LLC, a Delaware limited liability company (“ Shelby Borrower ”), PLYMOUTH 3940 STERN LLC, a Delaware limited liability company (“ 3940 Stern Borrower ”), PLYMOUTH 1875 HOLMES LLC, a Delaware limited liability company (“ 1875 Holmes Borrower ”), PLYMOUTH 1355 HOLMES LLC, a Delaware limited liability company (“ 1355 Holmes Borrower ”), PLYMOUTH 189 SEEGERS LLC, a Delaware limited liability company (“ 189 Seegers Borrower ”), PLYMOUTH 11351 WEST 183RD LLC, a Delaware limited liability company (“ 11351 West 183 ^rd Borrower ”), PLYMOUTH 3500 SOUTHWEST LLC, a Delaware limited liability company (“ 3500 Southwest Borrower ”), PLYMOUTH 32 DART LLC, a Delaware limited liability company (“ 32 Dart Borrower ”), PLYMOUTH 210 AMERICAN LLC, a Delaware limited liability company (“ 210 American Borrower ”), PLYMOUTH 2401 COMMERCE LLC, a Delaware limited liability company (“ 2401 Commerce Borrower ”), PLYMOUTH 56 MILLIKEN LLC, a Delaware limited liability company (“ 56 Milliken Borrower ”), PLYMOUTH 1755 ENTERPRISE LLC, a Delaware limited liability company (“ 1755 Enterprise Borrower ”), PLYMOUTH 4 EAST STOW LLC, a Delaware limited liability company (“ 4 East Stow Borrower ”), PLYMOUTH 4115 THUNDERBIRD LLC, a Delaware limited liability company (“ 4115 Thunderbird Borrower ”), PLYMOUTH 7585 EMPIRE LLC, a Delaware limited liability company (“ 7585 Empire Borrower ”), and PLYMOUTH MOSTELLER LLC, a Delaware limited liability company (“ 11540 Mosteller Borrower ”; and together with 8273 Green Meadows Borrower, 8288 Green Meadows Borrower, 7001 Americana Borrower, 3100 Creekside Borrower, Shelby Borrower, 3940 Stern Borrower, 1875 Holmes Borrower, 1355 Holmes Borrower, 189 Seegers Borrower, 11351 West 183 ^rd Borrower, 3500 Southwest Borrower, 32 Dart Borrower, 210 American Borrower, 2401 Commerce Borrower, 56 Milliken Borrower, 1755 Enterprise Borrower, 4 East Stow Borrower, 4115 Thunderbird Borrower, and 7585 Empire Borrower, collectively, “ Maker ”), each having an address at c/o Plymouth Industrial REIT, Inc. 260 Franklin Street, 19 ^th Floor, Boston, Massachusetts 02110;

WHEREAS, as of October 17, 2016, Holder, AMERICAN GENERAL LIFE INSURANCE COMPANY, a New York corporation (“ AGLIC ”), NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA., a Pennsylvania corporation (“ NUFIC ”), and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation (“ USLIC ”; and together with Holder, AGLIC and NUFIC, collectively, “ Lender ”), made a loan to Maker in the maximum original aggregate principal amount of up to $120,000,000.00 (the “ Loan ”);

WHEREAS, as of October 17, 2016, Maker executed and delivered, as evidence of the Loan, (i) to Holder, the AHAC Prior Note, (ii) to AGLIC, that certain Promissory Note (AGLIC) made by Maker in favor of AGLIC, dated as of October 17, 2016 (the “ AGLIC Prior Note ”), (iii) to NUFIC, that certain Promissory Note (NUFIC) made by Maker in favor of NUFIC, dated as of October 17, 2016 (the “ NUFIC Prior Note ”), and (iv) to USLIC, that certain Promissory Note (USLIC) made by Maker in favor of USLIC, dated as of October 17, 2016 (the “ USLIC Prior Note ”; and together with the AHAC Prior Note, the NUFIC Prior Note and the AGLIC Prior Note, collectively, the “ Prior Notes ”);

WHEREAS, as of October 17, 2016, Holder made an advance to Maker of a portion of the Loan evidenced by the AHAC Prior Note in the amount of TWENTY MILLION THREE HUNDRED FORTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY and 00/100 DOLLARS ($20,348,750.00);

WHEREAS, pursuant to the terms of that certain Future Advance Agreement and Agreement to Add Property, dated as of October 17, 2016 (the “ Future Advance Agreement ”), by and between Maker and Lender, Maker has requested that Holder advance to Maker a portion of the Loan evidenced by the AHAC Prior Note in the amount of ONE MILLION FIVE HUNDRED FIFTY-ONE THOUSAND TWO HUNDRED FIFTY and 00/100 DOLLARS ($1,551,250.00) (the “ Future Advance Funds ”);

WHEREAS, as of the date hereof, Maker has agreed to amend and restate the Prior Notes in their entirety in the manner set forth in this Amended and Restated Promissory Note (AHAC) (this “ Note ”), that certain Amended and Restated Promissory Note (AGLIC) made by Maker in favor of AGLIC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ AGLIC Note ”), that certain Amended and Restated Promissory Note (NUFIC) made by Maker in favor of NUFIC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ NUFIC Note ”), and that certain Amended and Restated Promissory Note (USLIC) made by Maker in favor of USLIC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ USLIC Note ”; and collectively with the AGLIC Note, the NUFIC Note and this Note, the “ Notes ”);

WHEREAS, as of the date hereof, (i) immediately prior to Holder’s advance to Maker of the Future Advance Funds, there is owing under the AHAC Prior Note the principal balance of TWENTY MILLION THREE HUNDRED FORTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY and 00/100 DOLLARS ($20,348,750.00), and (ii) immediately following Holder’s advance to Maker of the Future Advance Funds, there will be owing under this Note the principal balance of TWENTY-ONE MILLION NINE HUNDRED THOUSAND and 00/100 DOLLARS ($21,900,000.00); and

WHEREAS, Holder and Maker have agreed that the indebtedness evidenced by the AHAC Prior Note shall be amended and restated, that the AHAC Prior Note shall be exchanged for this Note and that, upon such exchange, the AHAC Prior Note shall be deemed replaced by this Note, but that in no event shall such amendment and restatement or exchange be deemed to be a cancellation, novation or extinguishment of the indebtedness evidenced by the AHAC Prior Note or be deemed to be the creation or substitution of new indebtedness; it having been expressly agreed that this Note shall merely be evidence of the indebtedness heretofore evidenced by the AHAC Prior Note, and that the terms of the AHAC Prior Note shall be entirely amended and restated by this Note.

NOW THEREFORE, Maker hereby confirms its agreement with the foregoing “WHEREAS” clauses, and each Person (as defined in the Loan Agreement) that constitutes Maker hereby jointly and severally promises to pay to the order of Holder, at Holder’s address set forth in the first of the foregoing “WHEREAS” clauses or at such other address as may be designated from time to time by any Holder, the principal sum of TWENTY-ONE MILLION NINE HUNDRED THOUSAND and 00/100 DOLLARS ($21,900,000.00), together with interest on the principal balance outstanding from time to time, as hereinafter provided, in lawful money of the United States of America in accordance with this Note and the other Loan Documents (as defined below).

By its execution and delivery of this Note, Maker covenants and agrees as follows:

1. Interest Rate and Payments .

(c) Commencing on the first Payment Date immediately succeeding the expiration of the Interest Only Period and on each Payment Date thereafter through and including the Payment Date immediately preceding the Maturity Date (as defined below), combined payments of principal and interest shall be payable, in arrears, in the amount of $ $111,677.04 each (such amount representing an amount sufficient to fully amortize the original principal amount of this Note over a twenty-seven (27) year period (the “ Amortization Period ”)).

(c) If Holder elects to extend the term of the Loan as provided in this Section 2 , Holder shall advise Maker of the New Rate on or prior to the Maturity Date.

(k) For the purposes of the foregoing:

(iii) “ Gross Revenue ” shall have the definition as set forth in the Loan Agreement; and

3. Budgets During Extension Term .

4. Reports During Extension Term .

5. Prepayment .

(b) At any time on or after the Lockout Expiration Date (but subject to clause (i), clause (ii) and clause (iii) of this Section 5(b) ), Maker shall have the right to prepay the full then-outstanding principal amount of the Loan, and all other amounts due under this Note and the other Loan Documents, and all accrued but unpaid interest thereon as of the date of prepayment, provided that (i) Maker gives not less than thirty (30) days’ prior written notice to Holder of Maker’s election to prepay this Note, (ii) Maker pays a prepayment premium to Holder equal to the greater of (A) one percent (1%) of the then-outstanding principal amount of the Loan or (B) the Present Value of this Note (hereinafter defined) (less the amount of principal being prepaid, calculated as of the prepayment date), and (iii) Maker simultaneously prepays the full principal amount, together with all accrued and unpaid interest and any other amounts, outstanding under the AGLIC Note, the NUFIC Note, the USLIC Note, and the other Loan Documents. Any notice of prepayment delivered by Maker to Holder under this Section 5 may be revoked by delivery of written notice to Holder of such revocation at least ten (10) Business Days (as defined below) prior to the date of such prepayment.

(d) Holder shall notify Maker of the amount and basis of determination of the prepayment premium. Holder shall not be obligated to accept any prepayment of the principal balance of this Note unless such prepayment is accompanied by (i) the applicable prepayment premium, if any, (ii) the entire outstanding principal balance of the Loan and (iii) all accrued and unpaid interest and all other amounts due under this Note, the AGLIC Note, the NUFIC Note, the USLIC Note, and the other Loan Documents. Maker may not prepay the Loan on a Friday, on any day that is not a Business Day or on any day preceding a public holiday, or the equivalent for banks generally under the laws of the State of New York.

(g) For the purposes of the foregoing:

(ii) The “ Discount Rate ” is the rate which, when compounded monthly, is equivalent to the Treasury Rate, when compounded semi-annually;

(h) Holder shall not be obligated to actually reinvest the amount prepaid in any treasury obligations as a condition precedent to receiving any prepayment premium or for any other reason.

(j) Any amounts prepaid may not be re-borrowed.

7. Default Rate .

9. Application of Payments . All payments hereunder shall be applied in the following order: (i) first, to the payment of late charges, if any; (ii) second, to the payment of prepayment premiums, if any; (iii) third, to the repayment of any sums advanced by Holder for the payment of any insurance premiums, taxes, assessments or other charges against the Properties securing this Note, if any, and any other costs and expenses incurred by Holder in accordance with the Loan Documents (together with interest thereon at the Default Rate from the date of advance until repaid), if any; (iv) fourth, to the payment of accrued and unpaid interest on this Note, the AGLIC Note, the NUFIC Note, the USLIC Note and other amounts due and payable under the other Loan Documents (other than principal), if any; and (v) fifth, to the reduction of principal of this Note, the AGLIC Note, the NUFIC Note, and the USLIC Note. Notwithstanding the foregoing, for so long as any Event of Default is continuing, Holder shall have the continuing exclusive right to apply any payments received by Holder from or on behalf of Maker as Holder may elect against the then due and owing obligations of Maker under this Note and the other Loan Documents in such order of priority or in such allocations as Holder may determine in its sole and absolute discretion.

12. Certain Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement.

13. Event of Default . Each of the following events will constitute an event of default (an “ Event of Default ”) under this Note, the AGLIC Note, the NUFIC Note, the USLIC Note, and the Loan Documents, and any Event of Default under any Loan Document shall constitute an Event of Default hereunder and under each of the other Loan Documents:

(e) the occurrence of any event that is deemed to be an “Event of Default” under any provision of this Note, the AGLIC Note, the NUFIC Note, the USLIC Note, the Loan Agreement, any of the Mortgages or any other Loan Document.

19. Severability; Remedies Cumulative . The provisions of Section 6.3 and Section 11.10 of the Loan Agreement are hereby incorporated herein by reference.

21. Security Interest . Maker hereby pledges and grants to Holder a security interest in and to any money or other property which Holder may at any time have or hold on deposit for Maker.

23. Time of Essence . Time is of the essence in respect of each of the terms and provisions of this Note.

29. Amendment and Restatement .

(a) Holder is the holder of the note described in Schedule A attached hereto (the “ AHAC Prior Note ”).

(b) This Note amends, modifies and restates the AHAC Prior Note in its entirety. The terms, covenants, agreements, rights, obligations and conditions contained in this Note shall amend, modify, restate and supersede in all respect the terms, covenants, agreements, rights, obligations and conditions contained in the AHAC Prior Note, but shall not impair the debt evidenced by the AHAC Prior Note, which shall be paid pursuant to this Note. It is agreed and understood that the principal amount outstanding under this Note, as of the date hereof, is $21,900,000.00.

[END OF TEXT]

IN WITNESS WHEREOF and intending to be legally bound, Maker has duly executed this Note as of the date first above written.

MAKER:

8273 GREEN MEADOWS BORROWER

PLYMOUTH 8273 GREEN MEADOWS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

8288 GREEN MEADOWS BORROWER

PLYMOUTH 8288 GREEN MEADOWS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

7001 AMERICANA BORROWER

PLYMOUTH 7001 AMERICANA LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

3100 CREEKSIDE BORROWER

PLYMOUTH 3100 CREEKSIDE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

SHELBY BORROWER

PLYMOUTH SHELBY LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

3940 STERN BORROWER

PLYMOUTH 3940 STERN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

1875 HOLMES BORROWER

PLYMOUTH 1875 HOLMES LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

1355 HOLMES BORROWER

PLYMOUTH 1355 HOLMES LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

189 SEEGERS BORROWER

PLYMOUTH 189 SEEGERS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

11351 WEST 183RD BORROWER

PLYMOUTH 11351 WEST 183RD LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

3500 SOUTHWEST BORROWER

PLYMOUTH 3500 SOUTHWEST LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

32 DART BORROWER

PLYMOUTH 32 DART LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

210 AMERICAN BORROWER

PLYMOUTH 210 AMERICAN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

2401 COMMERCE BORROWER

PLYMOUTH 2401 COMMERCE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

56 MILLIKEN BORROWER

PLYMOUTH 56 MILLIKEN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

1755 ENTERPRISE BORROWER

PLYMOUTH 1755 ENTERPRISE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

4 EAST STOW BORROWER

PLYMOUTH 4 EAST STOW LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

4115 THUNDERBIRD BORROWER

PLYMOUTH 4115 THUNDERBIRD LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

7585 EMPIRE BORROWER

PLYMOUTH 7585 EMPIRE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr.

11540 MOSTELLER BORROWER

PLYMOUTH MOSTELLER LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 8273 Green Meadows]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 8288 Green Meadows]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 7001 Americana]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3100 Creekside]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth Shelby]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3940 Stern]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1875 Holmes]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1355 Holmes]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 189 Seegers]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 11351 West 183rd]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3500 Southwest]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 32 Dart]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 210 American]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 2401 Commerce]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 56 Milliken]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1755 Enterprise]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 4 East Stow]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 4115 Thunderbird]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 7585 Empire]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth Mosteller]

SCHEDULE A

AHAC PRIOR NOTE

Promissory Note (AHAC), dated as of October 17, 2016, made by Maker to the order of Holder, in the original principal amount of up to $21,900,000.00.

AMENDED AND RESTATED PROMISSORY NOTE (NUFIC)

U.S. $21,900,000.00

November 18, 2016

WHEREAS, NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA., a Pennsylvania corporation (“ NUFIC ”, and together with its successors and assigns, individually or collectively, as the context may require, “ Holder ”), having an address at c/o AIG Investments, 777 S. Figueroa Street, 16 ^th Floor, Los Angeles, California 90017-5800, is the holder of the NUFIC Prior Note (as defined below), evidencing obligations made by PLYMOUTH 8273 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8273 Green Meadows Borrower ”), PLYMOUTH 8288 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8288 Green Meadows Borrower ”), PLYMOUTH 7001 AMERICANA LLC, a Delaware limited liability company (“ 7001 Americana Borrower ”), PLYMOUTH 3100 CREEKSIDE LLC, a Delaware limited liability company (“ 3100 Creekside Borrower ”), PLYMOUTH SHELBY LLC, a Delaware limited liability company (“ Shelby Borrower ”), PLYMOUTH 3940 STERN LLC, a Delaware limited liability company (“ 3940 Stern Borrower ”), PLYMOUTH 1875 HOLMES LLC, a Delaware limited liability company (“ 1875 Holmes Borrower ”), PLYMOUTH 1355 HOLMES LLC, a Delaware limited liability company (“ 1355 Holmes Borrower ”), PLYMOUTH 189 SEEGERS LLC, a Delaware limited liability company (“ 189 Seegers Borrower ”), PLYMOUTH 11351 WEST 183RD LLC, a Delaware limited liability company (“ 11351 West 183 ^rd Borrower ”), PLYMOUTH 3500 SOUTHWEST LLC, a Delaware limited liability company (“ 3500 Southwest Borrower ”), PLYMOUTH 32 DART LLC, a Delaware limited liability company (“ 32 Dart Borrower ”), PLYMOUTH 210 AMERICAN LLC, a Delaware limited liability company (“ 210 American Borrower ”), PLYMOUTH 2401 COMMERCE LLC, a Delaware limited liability company (“ 2401 Commerce Borrower ”), PLYMOUTH 56 MILLIKEN LLC, a Delaware limited liability company (“ 56 Milliken Borrower ”), PLYMOUTH 1755 ENTERPRISE LLC, a Delaware limited liability company (“ 1755 Enterprise Borrower ”), PLYMOUTH 4 EAST STOW LLC, a Delaware limited liability company (“ 4 East Stow Borrower ”), PLYMOUTH 4115 THUNDERBIRD LLC, a Delaware limited liability company (“ 4115 Thunderbird Borrower ”), PLYMOUTH 7585 EMPIRE LLC, a Delaware limited liability company (“ 7585 Empire Borrower ”), and PLYMOUTH MOSTELLER LLC, a Delaware limited liability company (“ 11540 Mosteller Borrower ”; and together with 8273 Green Meadows Borrower, 8288 Green Meadows Borrower, 7001 Americana Borrower, 3100 Creekside Borrower, Shelby Borrower, 3940 Stern Borrower, 1875 Holmes Borrower, 1355 Holmes Borrower, 189 Seegers Borrower, 11351 West 183 ^rd Borrower, 3500 Southwest Borrower, 32 Dart Borrower, 210 American Borrower, 2401 Commerce Borrower, 56 Milliken Borrower, 1755 Enterprise Borrower, 4 East Stow Borrower, 4115 Thunderbird Borrower, and 7585 Empire Borrower, collectively, “ Maker ”), each having an address at c/o Plymouth Industrial REIT, Inc. 260 Franklin Street, 19 ^th Floor, Boston, Massachusetts 02110;

WHEREAS, as of October 17, 2016, Holder, AMERICAN HOME ASSURANCE COMPANY, a New York corporation (“ AHAC ”), AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation (“ AGLIC ”), and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation (“ USLIC ”; and together with Holder, AHAC and AGLIC, collectively, “ Lender ”), made a loan to Maker in the maximum original aggregate principal amount of up to $120,000,000.00 (the “ Loan ”);

WHEREAS, as of October 17, 2016, Maker executed and delivered, as evidence of the Loan, (i) to Holder, the NUFIC Prior Note, (ii) to AHAC, that certain Promissory Note (AHAC) made by Maker in favor of AHAC, dated as of October 17, 2016 (the “ AHAC Prior Note ”), (iii) to AGLIC, that certain Promissory Note (AGLIC) made by Maker in favor of AGLIC, dated as of October 17, 2016 (the “ AGLIC Prior Note ”), and (iv) to USLIC, that certain Promissory Note (USLIC) made by Maker in favor of USLIC, dated as of October 17, 2016 (the “ USLIC Prior Note ”; and together with the AHAC Prior Note, the NUFIC Prior Note and the AGLIC Prior Note, collectively, the “ Prior Notes ”);

WHEREAS, as of October 17, 2016, Holder made an advance to Maker of a portion of the Loan evidenced by the NUFIC Prior Note in the amount of TWENTY MILLION THREE HUNDRED FORTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY and 00/100 DOLLARS ($20,348,750.00);

WHEREAS, pursuant to the terms of that certain Future Advance Agreement and Agreement to Add Property, dated as of October 17, 2016 (the “ Future Advance Agreement ”), by and between Maker and Lender, Maker has requested that Holder advance to Maker a portion of the Loan evidenced by the NUFIC Prior Note in the amount of ONE MILLION FIVE HUNDRED FIFTY-ONE THOUSAND TWO HUNDRED FIFTY and 00/100 DOLLARS ($1,551,250.00) (the “ Future Advance Funds ”);

WHEREAS, as of the date hereof, Maker has agreed to amend and restate the Prior Notes in their entirety in the manner set forth in this Amended and Restated Promissory Note (NUFIC) (this “ Note ”), that certain Amended and Restated Promissory Note (AHAC) made by Maker in favor of AHAC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ AHAC Note ”), that certain Amended and Restated Promissory Note (AGLIC) made by Maker in favor of AGLIC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ AGLIC Note ”), and that certain Amended and Restated Promissory Note (USLIC) made by Maker in favor of USLIC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ USLIC Note ”; and collectively with the AHAC Note, the AGLIC Note and this Note, the “ Notes ”);

WHEREAS, as of the date hereof, (i) immediately prior to Holder’s advance to Maker of the Future Advance Funds, there is owing under the NUFIC Prior Note the principal balance of TWENTY MILLION THREE HUNDRED FORTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY and 00/100 DOLLARS ($20,348,750.00), and (ii) immediately following Holder’s advance to Maker of the Future Advance Funds, there will be owing under this Note the principal balance of TWENTY-ONE MILLION NINE HUNDRED THOUSAND and 00/100 DOLLARS ($21,900,000.00); and

WHEREAS, Holder and Maker have agreed that the indebtedness evidenced by the NUFIC Prior Note shall be amended and restated, that the NUFIC Prior Note shall be exchanged for this Note and that, upon such exchange, the NUFIC Prior Note shall be deemed replaced by this Note, but that in no event shall such amendment and restatement or exchange be deemed to be a cancellation, novation or extinguishment of the indebtedness evidenced by the NUFIC Prior Note or be deemed to be the creation or substitution of new indebtedness; it having been expressly agreed that this Note shall merely be evidence of the indebtedness heretofore evidenced by the NUFIC Prior Note, and that the terms of the NUFIC Prior Note shall be entirely amended and restated by this Note.

NOW THEREFORE, Maker hereby confirms its agreement with the foregoing “WHEREAS” clauses, and each Person (as defined in the Loan Agreement) that constitutes Maker hereby jointly and severally promises to pay to the order of Holder, at Holder’s address set forth in the first of the foregoing “WHEREAS” clauses or at such other address as may be designated from time to time by any Holder, the principal sum of TWENTY-ONE MILLION NINE HUNDRED THOUSAND and 00/100 DOLLARS ($21,900,000.00), together with interest on the principal balance outstanding from time to time, as hereinafter provided, in lawful money of the United States of America in accordance with this Note and the other Loan Documents (as defined below).

By its execution and delivery of this Note, Maker covenants and agrees as follows:

1. Interest Rate and Payments .

(c) Commencing on the first Payment Date immediately succeeding the expiration of the Interest Only Period and on each Payment Date thereafter through and including the Payment Date immediately preceding the Maturity Date (as defined below), combined payments of principal and interest shall be payable, in arrears, in the amount of $ $111,677.03 each (such amount representing an amount sufficient to fully amortize the original principal amount of this Note over a twenty-seven (27) year period (the “ Amortization Period ”)).

(c) If Holder elects to extend the term of the Loan as provided in this Section 2 , Holder shall advise Maker of the New Rate on or prior to the Maturity Date.

(k) For the purposes of the foregoing:

(iii) “ Gross Revenue ” shall have the definition as set forth in the Loan Agreement; and

3. Budgets During Extension Term .

4. Reports During Extension Term .

5. Prepayment .

(b) At any time on or after the Lockout Expiration Date (but subject to clause (i), clause (ii) and clause (iii) of this Section 5(b) ), Maker shall have the right to prepay the full then-outstanding principal amount of the Loan, and all other amounts due under this Note and the other Loan Documents, and all accrued but unpaid interest thereon as of the date of prepayment, provided that (i) Maker gives not less than thirty (30) days’ prior written notice to Holder of Maker’s election to prepay this Note, (ii) Maker pays a prepayment premium to Holder equal to the greater of (A) one percent (1%) of the then-outstanding principal amount of the Loan or (B) the Present Value of this Note (hereinafter defined) (less the amount of principal being prepaid, calculated as of the prepayment date), and (iii) Maker simultaneously prepays the full principal amount, together with all accrued and unpaid interest and any other amounts, outstanding under the AHAC Note, the AGLIC Note, the USLIC Note, and the other Loan Documents. Any notice of prepayment delivered by Maker to Holder under this Section 5 may be revoked by delivery of written notice to Holder of such revocation at least ten (10) Business Days (as defined below) prior to the date of such prepayment.

(d) Holder shall notify Maker of the amount and basis of determination of the prepayment premium. Holder shall not be obligated to accept any prepayment of the principal balance of this Note unless such prepayment is accompanied by (i) the applicable prepayment premium, if any, (ii) the entire outstanding principal balance of the Loan and (iii) all accrued and unpaid interest and all other amounts due under this Note, the AHAC Note, the AGLIC Note, the USLIC Note, and the other Loan Documents. Maker may not prepay the Loan on a Friday, on any day that is not a Business Day or on any day preceding a public holiday, or the equivalent for banks generally under the laws of the State of New York.

(g) For the purposes of the foregoing:

(ii) The “ Discount Rate ” is the rate which, when compounded monthly, is equivalent to the Treasury Rate, when compounded semi-annually;

(h) Holder shall not be obligated to actually reinvest the amount prepaid in any treasury obligations as a condition precedent to receiving any prepayment premium or for any other reason.

(j) Any amounts prepaid may not be re-borrowed.

7. Default Rate .

9. Application of Payments . All payments hereunder shall be applied in the following order: (i) first, to the payment of late charges, if any; (ii) second, to the payment of prepayment premiums, if any; (iii) third, to the repayment of any sums advanced by Holder for the payment of any insurance premiums, taxes, assessments or other charges against the Properties securing this Note, if any, and any other costs and expenses incurred by Holder in accordance with the Loan Documents (together with interest thereon at the Default Rate from the date of advance until repaid), if any; (iv) fourth, to the payment of accrued and unpaid interest on this Note, the AHAC Note, the AGLIC Note, the USLIC Note and other amounts due and payable under the other Loan Documents (other than principal), if any; and (v) fifth, to the reduction of principal of this Note, the AHAC Note, the AGLIC Note, and the USLIC Note. Notwithstanding the foregoing, for so long as any Event of Default is continuing, Holder shall have the continuing exclusive right to apply any payments received by Holder from or on behalf of Maker as Holder may elect against the then due and owing obligations of Maker under this Note and the other Loan Documents in such order of priority or in such allocations as Holder may determine in its sole and absolute discretion.

12. Certain Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement.

13. Event of Default . Each of the following events will constitute an event of default (an “ Event of Default ”) under this Note, the AHAC Note, the AGLIC Note, the USLIC Note, and the Loan Documents, and any Event of Default under any Loan Document shall constitute an Event of Default hereunder and under each of the other Loan Documents:

(e) the occurrence of any event that is deemed to be an “Event of Default” under any provision of this Note, the AHAC Note, the AGLIC Note, the USLIC Note, the Loan Agreement, any of the Mortgages or any other Loan Document.

19. Severability; Remedies Cumulative . The provisions of Section 6.3 and Section 11.10 of the Loan Agreement are hereby incorporated herein by reference.

21. Security Interest . Maker hereby pledges and grants to Holder a security interest in and to any money or other property which Holder may at any time have or hold on deposit for Maker.

23. Time of Essence . Time is of the essence in respect of each of the terms and provisions of this Note.

29. Amendment and Restatement .

(a) Holder is the holder of the note described in Schedule A attached hereto (the “ NUFIC Prior Note ”).

(b) This Note amends, modifies and restates the NUFIC Prior Note in its entirety. The terms, covenants, agreements, rights, obligations and conditions contained in this Note shall amend, modify, restate and supersede in all respect the terms, covenants, agreements, rights, obligations and conditions contained in the NUFIC Prior Note, but shall not impair the debt evidenced by the NUFIC Prior Note, which shall be paid pursuant to this Note. It is agreed and understood that the principal amount outstanding under this Note, as of the date hereof, is $21,900,000.00.

[END OF TEXT]

IN WITNESS WHEREOF and intending to be legally bound, Maker has duly executed this Note as of the date first above written.

MAKER:

8273 GREEN MEADOWS BORROWER

PLYMOUTH 8273 GREEN MEADOWS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

8288 GREEN MEADOWS BORROWER

PLYMOUTH 8288 GREEN MEADOWS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

7001 AMERICANA BORROWER

PLYMOUTH 7001 AMERICANA LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

3100 CREEKSIDE BORROWER

PLYMOUTH 3100 CREEKSIDE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

SHELBY BORROWER

PLYMOUTH SHELBY LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

3940 STERN BORROWER

PLYMOUTH 3940 STERN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

1875 HOLMES BORROWER

PLYMOUTH 1875 HOLMES LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

1355 HOLMES BORROWER

PLYMOUTH 1355 HOLMES LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

189 SEEGERS BORROWER

PLYMOUTH 189 SEEGERS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

11351 WEST 183RD BORROWER

PLYMOUTH 11351 WEST 183RD LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

3500 SOUTHWEST BORROWER

PLYMOUTH 3500 SOUTHWEST LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

32 DART BORROWER

PLYMOUTH 32 DART LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

210 AMERICAN BORROWER

PLYMOUTH 210 AMERICAN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

2401 COMMERCE BORROWER

PLYMOUTH 2401 COMMERCE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

56 MILLIKEN BORROWER

PLYMOUTH 56 MILLIKEN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

1755 ENTERPRISE BORROWER

PLYMOUTH 1755 ENTERPRISE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

4 EAST STOW BORROWER

PLYMOUTH 4 EAST STOW LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

4115 THUNDERBIRD BORROWER

PLYMOUTH 4115 THUNDERBIRD LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

7585 EMPIRE BORROWER

PLYMOUTH 7585 EMPIRE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

11540 MOSTELLER BORROWER

PLYMOUTH MOSTELLER LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 8273 Green Meadows]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 8288 Green Meadows]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 7001 Americana]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3100 Creekside]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth Shelby]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3940 Stern]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1875 Holmes]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1355 Holmes]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 189 Seegers]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 11351 West 183rd]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3500 Southwest]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 32 Dart]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 210 American]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 2401 Commerce]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 56 Milliken]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1755 Enterprise]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 4 East Stow]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 4115 Thunderbird]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 7585 Empire]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth Mosteller]

SCHEDULE A

NUFIC PRIOR NOTE

Promissory Note (NUFIC), dated as of October 17, 2016, made by Maker to the order of Holder, in the original principal amount of up to $21,900,000.00.

AMENDED AND RESTATED PROMISSORY NOTE (USLIC)

U.S. $9,960,000.00

November 18, 2016

WHEREAS, THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation (“ USLIC ”, and together with its successors and assigns, individually or collectively, as the context may require, “ Holder ”), having an address at c/o AIG Investments, 777 S. Figueroa Street, 16 ^th Floor, Los Angeles, California 90017-5800, is the holder of the USLIC Prior Note (as defined below), evidencing obligations made by PLYMOUTH 8273 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8273 Green Meadows Borrower ”), PLYMOUTH 8288 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8288 Green Meadows Borrower ”), PLYMOUTH 7001 AMERICANA LLC, a Delaware limited liability company (“ 7001 Americana Borrower ”), PLYMOUTH 3100 CREEKSIDE LLC, a Delaware limited liability company (“ 3100 Creekside Borrower ”), PLYMOUTH SHELBY LLC, a Delaware limited liability company (“ Shelby Borrower ”), PLYMOUTH 3940 STERN LLC, a Delaware limited liability company (“ 3940 Stern Borrower ”), PLYMOUTH 1875 HOLMES LLC, a Delaware limited liability company (“ 1875 Holmes Borrower ”), PLYMOUTH 1355 HOLMES LLC, a Delaware limited liability company (“ 1355 Holmes Borrower ”), PLYMOUTH 189 SEEGERS LLC, a Delaware limited liability company (“ 189 Seegers Borrower ”), PLYMOUTH 11351 WEST 183RD LLC, a Delaware limited liability company (“ 11351 West 183 ^rd Borrower ”), PLYMOUTH 3500 SOUTHWEST LLC, a Delaware limited liability company (“ 3500 Southwest Borrower ”), PLYMOUTH 32 DART LLC, a Delaware limited liability company (“ 32 Dart Borrower ”), PLYMOUTH 210 AMERICAN LLC, a Delaware limited liability company (“ 210 American Borrower ”), PLYMOUTH 2401 COMMERCE LLC, a Delaware limited liability company (“ 2401 Commerce Borrower ”), PLYMOUTH 56 MILLIKEN LLC, a Delaware limited liability company (“ 56 Milliken Borrower ”), PLYMOUTH 1755 ENTERPRISE LLC, a Delaware limited liability company (“ 1755 Enterprise Borrower ”), PLYMOUTH 4 EAST STOW LLC, a Delaware limited liability company (“ 4 East Stow Borrower ”), PLYMOUTH 4115 THUNDERBIRD LLC, a Delaware limited liability company (“ 4115 Thunderbird Borrower ”), PLYMOUTH 7585 EMPIRE LLC, a Delaware limited liability company (“ 7585 Empire Borrower ”), and PLYMOUTH MOSTELLER LLC, a Delaware limited liability company (“ 11540 Mosteller Borrower ”; and together with 8273 Green Meadows Borrower, 8288 Green Meadows Borrower, 7001 Americana Borrower, 3100 Creekside Borrower, Shelby Borrower, 3940 Stern Borrower, 1875 Holmes Borrower, 1355 Holmes Borrower, 189 Seegers Borrower, 11351 West 183 ^rd Borrower, 3500 Southwest Borrower, 32 Dart Borrower, 210 American Borrower, 2401 Commerce Borrower, 56 Milliken Borrower, 1755 Enterprise Borrower, 4 East Stow Borrower, 4115 Thunderbird Borrower, and 7585 Empire Borrower, collectively, “ Maker ”), each having an address at c/o Plymouth Industrial REIT, Inc. 260 Franklin Street, 19 ^th Floor, Boston, Massachusetts 02110;

WHEREAS, as of October 17, 2016, Holder, AMERICAN HOME ASSURANCE COMPANY, a New York corporation (“ AHAC ”), NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA., a Pennsylvania corporation (“ NUFIC ”), and AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation (“ AGLIC ”; and together with Holder, AHAC and NUFIC, collectively, “ Lender ”), made a loan to Maker in the maximum original aggregate principal amount of up to $120,000,000.00 (the “ Loan ”);

WHEREAS, as of October 17, 2016, Maker executed and delivered, as evidence of the Loan, (i) to Holder, the USLIC Prior Note, (ii) to AHAC, that certain Promissory Note (AHAC) made by Maker in favor of AHAC, dated as of October 17, 2016 (the “ AHAC Prior Note ”), (iii) to NUFIC, that certain Promissory Note (NUFIC) made by Maker in favor of NUFIC, dated as of October 17, 2016 (the “ NUFIC Prior Note ”), and (iv) to AGLIC, that certain Promissory Note (AGLIC) made by Maker in favor of AGLIC, dated as of October 17, 2016 (the “ AGLIC Prior Note ”; and together with the AHAC Prior Note, the NUFIC Prior Note and the USLIC Prior Note, collectively, the “ Prior Notes ”);

WHEREAS, as of October 17, 2016, Holder made an advance to Maker of a portion of the Loan evidenced by the USLIC Prior Note in the amount of NINE MILLION TWO HUNDRED FIFTY-FOUR THOUSAND FIVE HUNDRED and 00/100 DOLLARS ($9,254,500.00);

WHEREAS, pursuant to the terms of that certain Future Advance Agreement and Agreement to Add Property, dated as of October 17, 2016 (the “ Future Advance Agreement ”), by and between Maker and Lender, Maker has requested that Holder advance to Maker a portion of the Loan evidenced by the USLIC Prior Note in the amount of SEVEN HUNDRED FIVE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($705,500.00) (the “ Future Advance Funds ”);

WHEREAS, as of the date hereof, Maker has agreed to amend and restate the Prior Notes in their entirety in the manner set forth in this Amended and Restated Promissory Note (USLIC) (this “ Note ”), that certain Amended and Restated Promissory Note (AHAC) made by Maker in favor of AHAC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ AHAC Note ”), that certain Amended and Restated Promissory Note (NUFIC) made by Maker in favor of NUFIC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ NUFIC Note ”), and that certain Amended and Restated Promissory Note (AGLIC) made by Maker in favor of AGLIC, of even date herewith (as the same may be further amended, restated, modified and/or supplemented from time to time, the “ AGLIC Note ”; and collectively with the AHAC Note, the NUFIC Note and this Note, the “ Notes ”);

WHEREAS, as of the date hereof, (i) immediately prior to Holder’s advance to Maker of the Future Advance Funds, there is owing under the USLIC Prior Note the principal balance of NINE MILLION TWO HUNDRED FIFTY-FOUR THOUSAND FIVE HUNDRED and 00/100 DOLLARS ($9,254,500.00), and (ii) immediately following Holder’s advance to Maker of the Future Advance Funds, there will be owing under this Note the principal balance of NINE MILLION NINE HUNDRED SIXTY THOUSAND and 00/100 DOLLARS ($9,960,000.00); and

WHEREAS, Holder and Maker have agreed that the indebtedness evidenced by the USLIC Prior Note shall be amended and restated, that the USLIC Prior Note shall be exchanged for this Note and that, upon such exchange, the USLIC Prior Note shall be deemed replaced by this Note, but that in no event shall such amendment and restatement or exchange be deemed to be a cancellation, novation or extinguishment of the indebtedness evidenced by the USLIC Prior Note or be deemed to be the creation or substitution of new indebtedness; it having been expressly agreed that this Note shall merely be evidence of the indebtedness heretofore evidenced by the USLIC Prior Note, and that the terms of the USLIC Prior Note shall be entirely amended and restated by this Note.

NOW THEREFORE, Maker hereby confirms its agreement with the foregoing “WHEREAS” clauses, and each Person (as defined in the Loan Agreement) that constitutes Maker hereby jointly and severally promises to pay to the order of Holder, at Holder’s address set forth in the first of the foregoing “WHEREAS” clauses or at such other address as may be designated from time to time by any Holder, the principal sum of NINE MILLION NINE HUNDRED SIXTY THOUSAND and 00/100 DOLLARS ($9,960,000.00), together with interest on the principal balance outstanding from time to time, as hereinafter provided, in lawful money of the United States of America in accordance with this Note and the other Loan Documents (as defined below).

By its execution and delivery of this Note, Maker covenants and agrees as follows:

1. Interest Rate and Payments .

(c) Commencing on the first Payment Date immediately succeeding the expiration of the Interest Only Period and on each Payment Date thereafter through and including the Payment Date immediately preceding the Maturity Date (as defined below), combined payments of principal and interest shall be payable, in arrears, in the amount of $50,790.11 each (such amount representing an amount sufficient to fully amortize the original principal amount of this Note over a twenty-seven (27) year period (the “ Amortization Period ”)).

(c) If Holder elects to extend the term of the Loan as provided in this Section 2 , Holder shall advise Maker of the New Rate on or prior to the Maturity Date.

(k) For the purposes of the foregoing:

(iii) “ Gross Revenue ” shall have the definition as set forth in the Loan Agreement; and

3. Budgets During Extension Term .

4. Reports During Extension Term .

5. Prepayment .

(b) At any time on or after the Lockout Expiration Date (but subject to clause (i), clause (ii) and clause (iii) of this Section 5(b) ), Maker shall have the right to prepay the full then-outstanding principal amount of the Loan, and all other amounts due under this Note and the other Loan Documents, and all accrued but unpaid interest thereon as of the date of prepayment, provided that (i) Maker gives not less than thirty (30) days’ prior written notice to Holder of Maker’s election to prepay this Note, (ii) Maker pays a prepayment premium to Holder equal to the greater of (A) one percent (1%) of the then-outstanding principal amount of the Loan or (B) the Present Value of this Note (hereinafter defined) (less the amount of principal being prepaid, calculated as of the prepayment date), and (iii) Maker simultaneously prepays the full principal amount, together with all accrued and unpaid interest and any other amounts, outstanding under the AHAC Note, the NUFIC Note, the AGLIC Note, and the other Loan Documents. Any notice of prepayment delivered by Maker to Holder under this Section 5 may be revoked by delivery of written notice to Holder of such revocation at least ten (10) Business Days (as defined below) prior to the date of such prepayment.

(d) Holder shall notify Maker of the amount and basis of determination of the prepayment premium. Holder shall not be obligated to accept any prepayment of the principal balance of this Note unless such prepayment is accompanied by (i) the applicable prepayment premium, if any, (ii) the entire outstanding principal balance of the Loan and (iii) all accrued and unpaid interest and all other amounts due under this Note, the AHAC Note, the NUFIC Note, the AGLIC Note, and the other Loan Documents. Maker may not prepay the Loan on a Friday, on any day that is not a Business Day or on any day preceding a public holiday, or the equivalent for banks generally under the laws of the State of New York.

(g) For the purposes of the foregoing:

(ii) The “ Discount Rate ” is the rate which, when compounded monthly, is equivalent to the Treasury Rate, when compounded semi-annually;

(h) Holder shall not be obligated to actually reinvest the amount prepaid in any treasury obligations as a condition precedent to receiving any prepayment premium or for any other reason.

(j) Any amounts prepaid may not be re-borrowed.

7. Default Rate .

9. Application of Payments . All payments hereunder shall be applied in the following order: (i) first, to the payment of late charges, if any; (ii) second, to the payment of prepayment premiums, if any; (iii) third, to the repayment of any sums advanced by Holder for the payment of any insurance premiums, taxes, assessments or other charges against the Properties securing this Note, if any, and any other costs and expenses incurred by Holder in accordance with the Loan Documents (together with interest thereon at the Default Rate from the date of advance until repaid), if any; (iv) fourth, to the payment of accrued and unpaid interest on this Note, the AHAC Note, the NUFIC Note, the AGLIC Note and other amounts due and payable under the other Loan Documents (other than principal), if any; and (v) fifth, to the reduction of principal of this Note, the AHAC Note, the NUFIC Note, and the AGLIC Note. Notwithstanding the foregoing, for so long as any Event of Default is continuing, Holder shall have the continuing exclusive right to apply any payments received by Holder from or on behalf of Maker as Holder may elect against the then due and owing obligations of Maker under this Note and the other Loan Documents in such order of priority or in such allocations as Holder may determine in its sole and absolute discretion.

12. Certain Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement.

13. Event of Default . Each of the following events will constitute an event of default (an “ Event of Default ”) under this Note, the AHAC Note, the NUFIC Note, the AGLIC Note, and the Loan Documents, and any Event of Default under any Loan Document shall constitute an Event of Default hereunder and under each of the other Loan Documents:

(e) the occurrence of any event that is deemed to be an “Event of Default” under any provision of this Note, the AHAC Note, the NUFIC Note, the AGLIC Note, the Loan Agreement, any of the Mortgages or any other Loan Document.

19. Severability; Remedies Cumulative . The provisions of Section 6.3 and Section 11.10 of the Loan Agreement are hereby incorporated herein by reference.

21. Security Interest . Maker hereby pledges and grants to Holder a security interest in and to any money or other property which Holder may at any time have or hold on deposit for Maker.

23. Time of Essence . Time is of the essence in respect of each of the terms and provisions of this Note.

29. Amendment and Restatement .

(a) Holder is the holder of the note described in Schedule A attached hereto (the “ USLIC Prior Note ”).

(b) This Note amends, modifies and restates the USLIC Prior Note in its entirety. The terms, covenants, agreements, rights, obligations and conditions contained in this Note shall amend, modify, restate and supersede in all respect the terms, covenants, agreements, rights, obligations and conditions contained in the USLIC Prior Note, but shall not impair the debt evidenced by the USLIC Prior Note, which shall be paid pursuant to this Note. It is agreed and understood that the principal amount outstanding under this Note, as of the date hereof, is $9,960,000.00.

[END OF TEXT]

IN WITNESS WHEREOF and intending to be legally bound, Maker has duly executed this Note as of the date first above written.

MAKER:

8273 GREEN MEADOWS BORROWER

PLYMOUTH 8273 GREEN MEADOWS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

8288 GREEN MEADOWS BORROWER

PLYMOUTH 8288 GREEN MEADOWS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

7001 AMERICANA BORROWER

PLYMOUTH 7001 AMERICANA LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

3100 CREEKSIDE BORROWER

PLYMOUTH 3100 CREEKSIDE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

SHELBY BORROWER

PLYMOUTH SHELBY LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

3940 STERN BORROWER

PLYMOUTH 3940 STERN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

1875 HOLMES BORROWER

PLYMOUTH 1875 HOLMES LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

1355 HOLMES BORROWER

PLYMOUTH 1355 HOLMES LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

189 SEEGERS BORROWER

PLYMOUTH 189 SEEGERS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

11351 WEST 183RD BORROWER

PLYMOUTH 11351 WEST 183RD LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

3500 SOUTHWEST BORROWER

PLYMOUTH 3500 SOUTHWEST LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

32 DART BORROWER

PLYMOUTH 32 DART LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

210 AMERICAN BORROWER

PLYMOUTH 210 AMERICAN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

2401 COMMERCE BORROWER

PLYMOUTH 2401 COMMERCE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

56 MILLIKEN BORROWER

PLYMOUTH 56 MILLIKEN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

1755 ENTERPRISE BORROWER

PLYMOUTH 1755 ENTERPRISE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

4 EAST STOW BORROWER

PLYMOUTH 4 EAST STOW LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

4115 THUNDERBIRD BORROWER

PLYMOUTH 4115 THUNDERBIRD LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

7585 EMPIRE BORROWER

PLYMOUTH 7585 EMPIRE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

11540 MOSTELLER BORROWER

PLYMOUTH MOSTELLER LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr

Pendleton P. White, Jr., President

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 8273 Green Meadows]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 8288 Green Meadows]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 7001 Americana]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3100 Creekside]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth Shelby]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3940 Stern]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1875 Holmes]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1355 Holmes]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 189 Seegers]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 11351 West 183rd]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3500 Southwest]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 32 Dart]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 210 American]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 2401 Commerce]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 56 Milliken]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1755 Enterprise]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 4 East Stow]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 4115 Thunderbird]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 7585 Empire]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth Mosteller]

SCHEDULE A

USLIC PRIOR NOTE

Promissory Note (USLIC), dated as of October 17, 2016, made by Maker to the order of Holder, in the original principal amount of up to $9,960,000.00.

Exhibit 10.12

LOAN AGREEMENT

Dated as of October 17, 2016

by and among

THE PARTIES SET FORTH ON SCHEDULE 1 ATTACHED HERETO ,

collectively, as Borrower

and

AMERICAN GENERAL LIFE INSURANCE COMPANY ,
a Texas corporation
AMERICAN HOME ASSURANCE COMPANY ,
a New York corporation
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. ,
a Pennsylvania corporation
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ,
a New York corporation,

collectively, as Lender

Loan Amount: Up to $120,000,000.00

TABLE OF CONTENTS

Page

ARTICLE 1 CERTAIN DEFINITIONS		1

1.1	Definitions	1

ARTICLE 2 GENERAL TERMS		41

2.1	Loan	41
2.2	Security for the Loan	42
2.3	Borrowers’ Notes	42
2.4	Principal and Interest	42
2.5	Prepayment	42
2.6	Default Rate Accrual on Amounts Owed	43
2.7	Application of Payments After Event of Default	43
2.8	Method and Place of Payment to Lender	44
2.9	Taxes	44
2.10	Release of Collateral	44
2.11	Financing Statements; Further Assurances	44
2.12	Security Agreement	45
2.13	Mortgage Recording Taxes	46
2.14	Permitted Uses of Loan	46
2.15	General Interest Provisions	47

ARTICLE 3 CONDITIONS PRECEDENT		48

3.1	Conditions Precedent to Effectiveness	48
3.2	Intentionally Omitted.	50
3.3	Acceptance of Borrowings	50

ARTICLE 4 REPRESENTATIONS AND WARRANTIES		50

4.1	Representations and Warranties as to Borrowers	50
4.2	Representations and Warranties as to each Property	54
4.3	Survival of Representations	58

ARTICLE 5 COVENANTS		58

5.1	Affirmative Covenants	58
5.2	Negative Covenants	87

ARTICLE 6 EVENT OF DEFAULT		91

6.1	Event of Default	91
6.2	Remedies	94
6.3	Remedies Cumulative	94

6.4	Curative Advances	95
6.5	Expenses of Enforcement	95

ARTICLE 7 TRANSFERS		95

7.1	Transfers	95
7.2	Trade Payables; Permitted Equipment Financing	100

ARTICLE 8 11540 MOSTELLER PROPERTY		101

8.1	Addition of the 11540 Mosteller Property	101
8.2	Failure to Add the 11540 Mosteller Property	101

ARTICLE 9 Reserved		101

ARTICLE 10 Reserved		101

ARTICLE 11 GENERAL PROVISIONS		101

11.1	Survival	102
11.2	Lender’s Discretion	102
11.3	Governing Law	102
11.4	Entire Agreement; Modification; Waiver in Writing	103
11.5	Delay Not a Waiver	103
11.6	Notices	104
11.7	TRIAL BY JURY	105
11.8	Headings	105
11.9	Assignment	106
11.10	Severability	106
11.11	Preferences; Reinstatement	106
11.12	Waiver of Notice	107
11.13	Exhibits and Schedules Incorporated	107
11.14	Offsets, Counterclaims and Defenses	107
11.15	No Joint Venture or Partnership	107
11.16	Waiver of Marshaling of Assets Defense	107
11.17	Conflict; Documents	108
11.18	Brokers and Financial Advisors	108
11.19	Counterparts	108
11.20	Estoppel Certificates	108
11.21	Payment of Expenses	108
11.22	Time of the Essence	109
11.23	No Third Party Beneficiaries	109
11.24	Usury Savings Clause	109
11.25	Joint and Several Obligation	110
11.26	Successors and Assigns	110
11.27	Subrogation of Lender	110
11.28	Limitation on Liability	110
11.29	Appointment of Servicer and Delegation of Lender Responsibilities	113

11.30	Acceptance of Cures for Events of Default	113
11.31	Binding Action	113
11.32	Reasonable Standard	113
11.33	Claims Against Lender	114

EXHIBITS
Exhibit A	Borrower’s Organizational Structure
Exhibit B	Lenders’ Wire Instructions
Exhibit C-1	8273 Green Meadows Property Legal Description
Exhibit C-2	8288 Green Meadows Property Legal Description
Exhibit C-3	7001 Americana Property Legal Description
Exhibit C-4	3100 Creekside Property Legal Description
Exhibit C-5	Shelby Property Legal Description
Exhibit C-6	3940 Stern Property Legal Description
Exhibit C-7	1875 Holmes Property Legal Description
Exhibit C-8	1355 Holmes Property Legal Description
Exhibit C-9	189 Seegers Property Legal Description
Exhibit C-10	11351 West 183rd Property Legal Description
Exhibit C-11	3500 Southwest Property Legal Description
Exhibit C-12	32 Dart Property Legal Description
Exhibit C-13	210 American Property Legal Description
Exhibit C-14	2401 Commerce Property Legal Description
Exhibit C-15	56 Milliken Property Legal Description
Exhibit C-16	1755 Enterprise Property Legal Description
Exhibit C-17	4 East Stow Property Legal Description
Exhibit C-18	4115 Thunderbird Property Legal Description
Exhibit C-19	7585 Empire Property Legal Description
Exhibit C-20	11540 Mosteller Property Legal Description

SCHEDULES
Schedule 1	List of Borrowers
Schedule 2	Allocated Loan Amounts
Schedule 3	Zoning Districts and Zoning Reports
Schedule 4	Initial Property Managers and Initial Property Management Agreements
Schedule 5	Repairs and Alterations

LOAN AGREEMENT

THIS LOAN AGREEMENT, made as of October 17, 2016 (this “ Agreement ”), by and among AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation (“ AGLIC ”), AMERICAN HOME ASSURANCE COMPANY, a New York corporation (“ AHAC ”), NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA., a Pennsylvania corporation (“ NUFIC ”), THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation (“ USLIC ; and together with AGLIC, AHAC and NUFIC and their respective successors and assigns individually or collectively, as the context may require, “ Lender ”), each with an address at c/o AIG Investments, 777 S. Figueroa Street, 16 ^th Floor, Los Angeles, California 90017-5800, and THE PARTIES SET FORTH ON SCHEDULE 1 ATTACHED HERETO, each a Delaware limited liability company (each individually a “ Borrower ”, and collectively, the “ Borrowers ”) with an address at c/o Plymouth Industrial REIT, Inc., 260 Franklin Street, 19 ^th Floor, Boston, Massachusetts 02110.

RECITALS

Borrowers desire to obtain from Lender the Loan in an amount equal to the Loan Amount.

Lender is unwilling to make the Loan unless each Borrower executes and delivers this Agreement and the Notes, and each Borrower and Guarantors execute and deliver the other Loan Documents to which such entity is a party, which Loan Documents shall establish the terms and conditions of, and provide security for, the Loan.

NOW, THEREFORE , in consideration of the making of the Loan by Lender and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Borrowers and Lender hereby covenant, agree, represent and warrant as follows:

ARTICLE 1 CERTAIN DEFINITIONS

1.1 Definitions . For all purposes of this Agreement: (i) the capitalized terms defined in this Section 1.1 have the meanings assigned to them in this Section 1.1 and include the plural as well as the singular; (ii) unless otherwise expressly defined in this Agreement, all accounting terms have the meanings assigned to them in accordance with GAAP; (iii) the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision; (iv) the words “Dollars” or “dollars” and the symbols “$” shall mean and refer to the currency of the United States of America; (v) the words “include”, “included”, “including”, “includes” and words of similar import shall be deemed to be followed by the words “without limitation”; (vi) any requirement that a Person perform any covenant, obligation, promise, representation, warranty or other understanding shall be deemed to include, without limitation, a requirement that such Person pay any amounts if necessary or required to perform such covenant, obligation, promise, representation, warranty or other understanding; (vii) in each instance in which a provision of this Agreement refers to an “agreement” of Borrowers, Guarantors or any Affiliate of any Borrowers or Guarantors, such references shall mean any applicable covenant, obligation, promise, representation, warranty or other understanding; and (viii) the following terms have the following meanings:

“ 4 East Stow Borrower ” means PLYMOUTH 4 EAST STOW LLC, a Delaware limited liability company.

“ 4 East Stow Mortgage A-1 ” means that certain Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 4 East Stow Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 4 East Stow Mortgages ” means, collectively, the 4 East Stow Mortgage A-1 and the 4 East Stow Mortgage A-2.

“ 4 East Stow Property ” means, the legally described parcel on Exhibit C-17 , together with all other “Property” as defined in the 4 East Stow Mortgages.

“ 4 East Stow Mortgage A-2 ” means that certain Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 4 East Stow Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 32 Dart Borrower ” means PLYMOUTH 32 DART LLC, a Delaware limited liability company.

“ 32 Dart Mortgage A-1 ” means that certain Deed to Secure Debt (A-1), Security Agreement, and Assignment of Leases and Rents, dated as of the Closing Date, by 32 Dart Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 32 Dart Mortgages ” means, collectively, the 32 Dart Mortgage A-1 and the 32 Dart Mortgage A-2 .

“ 32 Dart Property ” means, the legally described parcel on Exhibit C-12 , together with all other “Property” as defined in the 32 Dart Mortgages.

“ 32 Dart Mortgage A-2 ” means that certain Deed to Secure Debt (A-2), Security Agreement and Assignment of Leases and Rents, dated as of the Closing Date, by 32 Dart Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 56 Milliken Borrower ” means PLYMOUTH 56 MILLIKEN LLC, a Delaware limited liability company.

“ 56 Milliken Mortgage A-1 ” means that certain Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 56 Milliken Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 56 Milliken Mortgages ” means, collectively, the 56 Milliken Mortgage A-1 and the 56 Milliken Mortgage A-2.

“ 56 Milliken Property ” means, the legally described parcel on Exhibit C-15 , together with all other “Property” as defined in the 56 Milliken Mortgages.

“ 56 Milliken Mortgage A-2 ” means that certain Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 56 Milliken Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 189 Seegers Borrower ” means PLYMOUTH 189 SEEGERS LLC, a Delaware limited liability company.

“ 189 Seegers Mortgage A-1 ” means that certain Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 189 Seegers Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 189 Seegers Mortgages ” means, collectively, the 189 Seegers Mortgage A-1 and the 189 Seegers Mortgage A-2.

“ 189 Seegers Property ” means, the legally described parcel on Exhibit C-9 , together with all other “Property” as defined in the 189 Seegers Mortgages.

“ 189 Seegers Mortgage A-2 ” means that certain Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 189 Seegers Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 210 American Borrower ” means PLYMOUTH 210 AMERICAN LLC, a Delaware limited liability company.

“ 210 American Mortgage A-1 ” means that certain Deed of Trust (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 210 American Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 210 American Mortgages ” means, collectively, the 210 American Mortgage A-1 and the 210 American Mortgage A-2.

“ 210 American Property ” means, the legally described parcel on Exhibit C-13 , together with all other “Property” as defined in the 210 American Mortgages.

“ 210 American Mortgage A-2 ” means that certain Deed of Trust (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 210 American Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 1355 Holmes Borrower ” means PLYMOUTH 1355 HOLMES LLC, a Delaware limited liability company.

“ 1355 Holmes Mortgage A-1 ” means that certain Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 1355 Holmes Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 1355 Holmes Mortgages ” means, collectively, the 1355 Holmes Mortgage A-1 and the 1355 Holmes Mortgage A-2.

“ 1355 Holmes Property ” means, the legally described parcel on Exhibit C-8 , together with all other “Property” as defined in the 1355 Holmes Mortgages.

“ 1355 Holmes Mortgage A-2 ” means that certain Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 1355 Holmes Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time

“ 1755 Enterprise Borrower ” means PLYMOUTH 1755 ENTERPRISE LLC, a Delaware limited liability company.

“ 1755 Enterprise Mortgage A-1 ” means that certain Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 1755 Enterprise Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 1755 Enterprise Mortgages ” means, collectively, the 1755 Enterprise Mortgage A-1 and the 1755 Enterprise Mortgage A-2.

“ 1755 Enterprise Property ” means, the legally described parcel on Exhibit C-16 , together with all other “Property” as defined in the 1755 Enterprise Mortgages.

“ 1755 Enterprise Mortgage A-2 ” means that certain Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 1755 Enterprise Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 1875 Holmes Borrower ” means PLYMOUTH 1875 HOLMES LLC, a Delaware limited liability company.

“ 1875 Holmes Mortgage A-1 ” means that certain Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 1875 Holmes Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 1875 Holmes Mortgages ” means, collectively, the 1875 Holmes Mortgage A-1 and the 1875 Holmes Mortgage A-2.

“ 1875 Holmes Property ” means, the legally described parcel on Exhibit C-7 , together with all other “Property” as defined in the 1875 Holmes Mortgages.

“ 1875 Holmes Mortgage A-2 ” means that certain Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 1875 Holmes Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 2401 Commerce Borrower ” means PLYMOUTH 2401 COMMERCE LLC, a Delaware limited liability company.

“ 2401 Commerce Mortgage A-1 ” means that certain Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 2401 Commerce Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 2401 Commerce Mortgages ” means, collectively, the 2401 Commerce Mortgage A-1 and the 2401 Commerce Mortgage A-2.

“ 2401 Commerce Property ” means, the legally described parcel on Exhibit C-14 , together with all other “Property” as defined in the 2401 Commerce Mortgages.

“ 2401 Commerce Mortgage A-2 ” means that certain Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 2401 Commerce Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 3100 Creekside Borrower ” means PLYMOUTH 3100 CREEKSIDE LLC, a Delaware limited liability company.

“ 3100 Creekside Mortgage A-1 ” means that certain Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 3100 Creekside Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 3100 Creekside Mortgages ” means, collectively, the 3100 Creekside Mortgage A-1 and the 3100 Creekside Mortgage A-2.

“ 3100 Creekside Property ” means, the legally described parcel on Exhibit C-4 , together with all other “Property” as defined in the 3100 Creekside Mortgages.

“ 3100 Creekside Mortgage A-2 ” means that certain Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 3100 Creekside Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 3500 Southwest Borrower ” means PLYMOUTH 3500 SOUTHWEST LLC, a Delaware limited liability company.

“ 3500 Southwest Mortgage A-1 ” means that certain Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 3500 Southwest Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 3500 Southwest Mortgages ” means, collectively, the 3500 Southwest Mortgage A-1 and the 3500 Southwest Mortgage A-2.

“ 3500 Southwest Property ” means, the legally described parcel on Exhibit C-11 , together with all other “Property” as defined in the 3500 Southwest Mortgages.

“ 3500 Southwest Mortgage A-2 ” means that certain Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 3500 Southwest Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 3940 Stern Borrower ” means PLYMOUTH 3940 STERN LLC, a Delaware limited liability company.

“ 3940 Stern Mortgage A-1 ” means that certain Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 3940 Stern Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 3940 Stern Mortgages ” means, collectively, the 3940 Stern Mortgage A-1 and the 3940 Stern Mortgage A-2.

“ 3940 Stern Property ” means, the legally described parcel on Exhibit C-6 , together with all other “Property” as defined in the 3940 Stern Mortgages.

“ 3940 Stern Mortgage A-2 ” means that certain Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 3940 Stern Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 4115 Thunderbird Borrower ” means PLYMOUTH 4115 THUNDERBIRD LLC, a Delaware limited liability company.

“ 4115 Thunderbird Mortgage A-1 ” means that certain Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 4115 Thunderbird Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 4115 Thunderbird Mortgages ” means, collectively, the 4115 Thunderbird Mortgage A-1 and the 4115 Thunderbird Mortgage A-2.

“ 4115 Thunderbird Property ” means, the legally described parcel on Exhibit C-18 , together with all other “Property” as defined in the 4115 Thunderbird Mortgages.

“ 4115 Thunderbird Mortgage A-2 ” means that certain Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 4115 Thunderbird Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 7001 Americana Borrower ” means PLYMOUTH 7001 AMERICANA LLC, a Delaware limited liability company.

“ 7001 Americana Mortgage A-1 ” means that certain Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 7001 Americana Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 7001 Americana Mortgages ” means, collectively, the 7001 Americana Mortgage A-1 and the 7001 Americana Mortgage A-2.

“ 7001 Americana Property ” means, the legally described parcel on Exhibit C-3 , together with all other “Property” as defined in the 7001 Americana Mortgages.

“ 7001 Americana Mortgage A-2 ” means that certain Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 7001 Americana Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 7585 Empire Borrower ” means PLYMOUTH 7585 EMPIRE LLC, a Delaware limited liability company.

“ 7585 Empire Mortgage A-1 ” means that certain Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 7585 Empire Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 7585 Empire Mortgages ” means, collectively, the 7585 Empire Mortgage A-1 and the 7585 Empire Mortgage A-2.

“ 7585 Empire Property ” means, the legally described parcel on Exhibit C-19 , together with all other “Property” as defined in the 7585 Empire Mortgages.

“ 7585 Empire Mortgage A-2 ” means that certain Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 7585 Empire Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 8273 Green Meadows Borrower ” means PLYMOUTH 8273 GREEN MEADOWS LLC, a Delaware limited liability company.

“ 8273 Green Meadows Mortgage A-1 ” means that certain Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 8273 Green Meadows Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 8273 Green Meadows Mortgages ” means, collectively, the 8273 Green Meadows Mortgage A-1 and the 8273 Green Meadows Mortgage A-2.

“ 8273 Green Meadows Property ” means, the legally described parcel on Exhibit C-1 , together with all other “Property” as defined in the 8273 Green Meadows Mortgages.

“ 8273 Green Meadows Mortgage A-2 ” means that certain Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 8273 Green Meadows Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 8288 Green Meadows Borrower ” means PLYMOUTH 8288 GREEN MEADOWS LLC, a Delaware limited liability company.

“ 8288 Green Meadows Mortgage A-1 ” means that certain Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 8288 Green Meadows Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 8288 Green Meadows Mortgages ” means, collectively, the 8288 Green Meadows Mortgage A-1 and the 8288 Green Meadows Mortgage A-2.

“ 8288 Green Meadows Property ” means, the legally described parcel on Exhibit C-2 , together with all other “Property” as defined in the 8288 Green Meadows Mortgages.

“ 8288 Green Meadows Mortgage A-2 ” means that certain Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 8288 Green Meadows Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 11351 West 183rd Borrower ” means PLYMOUTH 11351 WEST 183RD LLC, a Delaware limited liability company.

“ 11351 West 183rd Mortgage A-1 ” means that certain Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 11351 West 183 ^rd for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 11351 West 183rd Mortgages ” means, collectively, the 11351 West 183rd Mortgage A-1 and the 11351 West 183rd Mortgage A-2.

“ 11351 West 183rd Property ” means, the legally described parcel on Exhibit C-10 , together with all other “Property” as defined in the 11351 West 183rd Mortgages.

“ 11351 West 183rd Mortgage A-2 ” means that certain Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by 11351 West 183rd Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 11540 Mosteller Borrower ” means PLYMOUTH MOSTELLER LLC, a Delaware limited liability company.

“ 11540 Mosteller Mortgage A-1 ” means that certain Open-End Mortgage (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by Mosteller Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ 11540 Mosteller Mortgages ” means, collectively, the 11540 Mosteller Mortgage A-1 and the 11540 Mosteller Mortgage A-2.

“ 11540 Mosteller Property ” means, the legally described parcel on Exhibit C-20 , together with all other “Property” as defined in the 11540 Mosteller Mortgages.

“ 11540 Mosteller Mortgage A-2 ” means that certain Open-End Mortgage (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by Mosteller Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ Account Collateral ” shall have the meaning set forth in Section 2.12.1 hereof.

“ Accounts ” means, collectively, whether now owned or hereafter acquired, (i) all “ accounts ” as defined in the UCC relating to any Property and/or the Loan, and (ii) any “reserve” or “account” as defined in the other Loan Documents, and (iii) any other cash collateral account required by Lender hereunder or maintained by any Borrower from time to time in respect of any Property and any successor accounts thereto.

“ Affiliate ” means, with respect to a specified Person, (i) any Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the specified Person, (ii) any Person who is an executive officer, director, partner, manager, employee, member or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an executive officer, director, partner, manager, employee, member or trustee, or with respect to which the specified Person serves in a similar capacity, (iii) any Person that, directly or indirectly, has an ownership interest in excess of ten percent (10%) the specified Person (except to the extent that the ownership interest of such Person consists solely of publicly traded stock) and such Person does not Control the specified Person, (iv) any Person (excluding any entities whose stock is publicly traded) in which the specified Person has an ownership interest in excess of ten percent (10%) and such Person does not Control the specified Person, (v) the spouse, issue, sibling, parent or grandparent of the specified Person, (vi) Guarantors, if the specified Person is any Borrower or any Borrower Owner Person, (vii) any Borrower, if the specified Person is a Guarantor, any other Borrower or any Borrower Owner Person, (viii) any Borrower Owner Person, if the specified Person is any Borrower, Guarantor or any other Borrower Owner Person, and (ix) any Person that would constitute an Affiliate of any such Person described in clauses (i) through (viii) above.

“ AGLIC ” shall have the meaning set forth in the introductory paragraph of this Agreement.

“ AGLIC Note ” means that certain Promissory Note (AGLIC) of even date herewith from Borrowers, payable to the order of AGLIC, in the maximum original principal amount of up to $66,240,000.00, together with all amendments, modifications, supplements, renewals and extensions of such promissory note. All terms and provisions of the AGLIC Note are incorporated by this reference in this Agreement. The entire outstanding principal balance, and all other amounts due under the AGLIC Note, this Agreement, the Mortgages and the other Loan Documents, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.

“ Agreement ” means this Loan Agreement, together with the Schedules and Exhibits hereto, as the same may be amended, supplemented or otherwise modified from time to time.

“ AHAC ” shall have the meaning set forth in the introductory paragraph of this Agreement.

“ AHAC Note ” means that certain Promissory Note (AHAC) of even date herewith from Borrowers, payable to the order of AHAC, in the maximum original principal amount of up to $21,900,000.00, together with all amendments, modifications, supplements, renewals and extensions of such promissory note. All terms and provisions of the AHAC Note are incorporated by this reference in this Agreement. The entire outstanding principal balance, and all other amounts due under the AHAC Note, this Agreement, the Mortgages and the other Loan Documents, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.

“ Allocated Loan Amount ” means, with respect to each Property, the amount set forth opposite the reference to such Property on Schedule 2 attached hereto, and as such Allocated Loan Amount may be adjusted pursuant to the terms of this Agreement.

“ Anti-Money Laundering Laws ” shall have the meaning set forth in the definition of the term “Prohibited Person”.

“ Appraisal ” means an appraisal performed by a member of the Appraisal Institute appraiser and obtained by Lender, at the sole cost and expense of Borrowers, that is prepared by an appraiser selected and engaged by Lender, certified in the state where each Property is located and otherwise satisfactory in form and substance to Lender.

“ Approved Lease ” shall have the meaning set forth in Section 5.1.18(D)(i) hereof.

“ Approved Real Estate Company ” means, any Person that (i) has, for at least ten (10) years prior to its acquisition of ownership interests in the Borrowers, either directly or indirectly pursuant to its wholly owned subsidiaries, owned, operated and managed at least two million (2,000,000) leasable square feet (excluding the Properties) of commercial space and/or industrial properties, (ii) is not a Controversial Person and is not an Affiliate of a Controversial Person, (iii) is not the subject of a Insolvency Action, and is not an Affiliate of a Person that is the subject of an Insolvency Action, and (iv) is not a Prohibited Person, and is not an Affiliate of a Prohibited Person.

“ Assignments of Leases and Rents ” means, collectively, each Assignment of Leases and Rents, dated as of the Closing Date, made by the applicable Borrower to and for the benefit of Lender, as the same may be amended, supplemented or otherwise modified from time to time.

“ Available Liquidity ” means, as to any Guarantor, the excess, if any, of (i) the market value of assets in the form of cash and other assets that are readily convertible to cash of such Guarantor (including, without limitation, cash equivalents, obligations of the United States or any agency or instrumentality thereof which are supported by the full faith and credit of the United States, securities listed and traded on a recognized stock exchange or traded over the counter and listed in the National Association of Securities Dealers Automatic Quotations, certificates of deposit issued by a bank that (a) has total assets (in name or under management) in excess of $1,000,000,000, and (b) capital/statutory surplus or shareholder’s equity of at least $250,000,000, other liquid debt instruments that have a readily ascertainable value and are regularly traded in a recognized financial market or demand notes), and cash derived from a credit, repurchase or other similar financing facility over (ii) total liens and encumbrances affecting such cash and other assets (including, without limitation, contingent liabilities but excluding any liabilities associated directly or indirectly with non-recourse carve-out guaranties, environmental guaranties, completion guaranties or similar guaranties against which claims have not been made, and any liens arising from cash derived from a credit, repurchase or other similar financing facility).

“ Bankruptcy Law ” means (i) Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes, and all rules and regulations from time to time promulgated thereunder, and (ii) any similar federal, state or other law, rule or regulation relating to bankruptcy, insolvency, reorganization, debtor’s relief or creditors’ rights, whether now or hereinafter in effect.

“ Bay Point TRS ” shall mean Bay Point TRS, LLC, a Delaware limited liability company .

“ Borrower ” means each and any of the entities named on Schedule 1 attached hereto, together with any future owner of the Properties or any part thereof or interest therein. “ Borrowers ” mean, collectively, all such entities or more than one such entity, as the context may require. Notwithstanding anything to the contrary set forth herein or in any of the other Loan Documents, the 11540 Mosteller Borrower shall not constitute a “Borrower” (as defined herein) hereunder or a “Borrower” (as defined in each of the other Loan Documents) under any of the other Loan Documents, or be included in the definition of “Borrowers” herein or in any of the other Loan Documents until such time as the Future Advance has been funded.

“ Borrower Control Person ” means (i) each Borrower, (ii) Guarantor, (iii) Sole Member (iv) Plymouth Financial, (v) OP Guarantor, (vi) Preferred Member, and (vii) any other Person that Controls, directly or through one or more intermediaries, any of the Persons set forth in the preceding clause (i) , (ii) , (iii) , (iv) , (v) or (vi) and any Person that is a managing member, manager, general partner or other Person that Controls such Controlling Person or intermediary.

“ Borrower Owner Person ” means (i) each Borrower, (ii) Guarantor, (iii) Sole Member (iv) Plymouth Financial, (v) OP Guarantor, (vi) Plymouth OP Limited, LLC, a Delaware limited liability company, (vii) Preferred Member and (viii) any Person that is a Borrower Control Person; and (viii) any other Person that owns, directly or indirectly, through one or more intermediaries, any interest in any Person described in the preceding clause (i) , (ii) , (iii) , (iv) , (v) , (vi) or (vii) .

“ Broker ” shall have the meaning set forth in Section 11.18 hereof.

“ BSA ” shall have the meaning set forth in the definition of the term “Prohibited Person”.

“ Business Day ” means any day other than a Saturday, Sunday or public holiday or a day on which federally insured depository institutions in the State of New York are authorized or obligated by law, governmental decree or executive order to be closed.

“ Cash Collateral Agreement ” means, that certain Cash Collateral Agreement, dated as of the Closing Date, by and among Borrowers, Lender and Servicer, as the same may be amended, supplemented, restated, reaffirmed or otherwise modified at any time and from time to time.

“ Chattels ” shall have the meaning set forth in the Mortgages.

“ Chattel Paper ” means, collectively, whether now owned or hereafter acquired, (i) all “ chattel paper ” as defined in the UCC (whether tangible chattel paper or electronic chattel paper relating to the Collateral and/or the Loan), and (ii) all “chattel paper, instruments and documents” described in the Security Documents.

“ Closing Date ” shall have the meaning set forth in Section 3.1 hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“ Collateral ” means, collectively, for each of the Properties, the Land, Improvements, Contracts, Leases, Portfolio Gross Revenue, Personalty, Intangible Personalty, Chattels, all Proceeds and (to the full extent assignable) Permits, all whether now owned or hereafter acquired, and all other property, that is, or hereafter may become, subject to a Lien in favor of Lender as security for the Loan, and including all property of any kind described as part of the “Property”, as defined in the Mortgages, as “Collateral”, as defined in any of the Security Documents, and/or as collateral under any UCC-1 Financing Statement, but excluding any right to the name or tradename “Plymouth”.

“ Contracts ” means, collectively, all contracts and agreements entered into by or on behalf of any Borrower that are executed in connection with the use, maintenance, furnishing, equipping, ownership, operation and management of any Property or other Collateral (including, without limitation, the Initial Property Management Agreement and any agreement for the sale, lease or exchange of goods or other property and/or the performance of services by it, in each case whether now in existence or hereafter arising or acquired) and any warranties in respect of any Property, as any such contracts or agreements have been or may be from time to time amended, supplemented or otherwise modified, together with any guaranties thereof.

“ Control ” means, with respect to any Person, (i) ownership, directly or indirectly, of greater than fifty percent (50%) of the ownership interest in such Person or (ii) the power or authority, directly or indirectly through one or more intermediaries, through the ownership of voting securities, by contract or otherwise, to direct or cause the direction of the day-to-day management, activities or policies of such Person. This definition is to be construed to apply equally to variations of the word “ Controlled ”, “ Controlling ” and “ Controlled by ”.

“ Controversial Person ” means any Person, or any Affiliate of such Person, that in the past seven (7) years, has been the subject of any Controversial Person Litigation.

“ Controversial Person Litigation ” means (i) litigation commenced by any lender against any Person alleging that such Person (x) failed to repay or failed to make required payments in respect of a loan or (y) breached or violated any covenants in commercial mortgage loan documents or commercial mezzanine loan documents covered by non-recourse carve out provisions of the type included in the Loan Documents, and in the case of either (x) or (y), (A) such Person contested such litigation and (B) a court of competent jurisdiction ruled in favor of such lender with regard to such allegation or the parties to the litigation settled the litigation pursuant to a settlement in which such Person acknowledged that such Person had failed to repay or failed to make such required payments or had breached or violated any such loan covenants, or (ii) litigation that is commenced by any Person against any such lender alleging that such lender breached or violated any provision of commercial mortgage loan documents or commercial mezzanine loan documents, and a court of competent jurisdiction ruled in favor of such lender with regard to such allegation or in respect of which the parties to the litigation settled the litigation substantially in favor of such lender with regard to such allegation.

“ Debt Service Coverage Ratio ” means, with respect to any Property, the ratio, as reasonably determined by Lender as of the date of any determination, of (i) the Net Operating Income for such Property for the period in question (or if no period is designated, for the immediately preceding twelve (12) calendar months), to (ii) the aggregate amount of the annual Loan Debt Service payments allocated to such Property, calculated assuming (a) (x) an initial three-year interest-only period and (y) thereafter a twenty-seven (27) year amortization schedule and (b) the maximum principal amount of the Loan has been disbursed and (c) the debt service payments due in respect of all other Indebtedness secured, or to be secured, by a Lien on all or any part of such Property or on any direct or indirect interest in the Borrower that owns such Property (excluding the Permitted Mezzanine Financing), in each case, for the period in question (or if no such period is designated, for the twelve (12) calendar months following such period). Debt Service Coverage Ratio shall be calculated in accordance with GAAP, excluding revenue and expenses relating to intangibles. For the purposes of this definition of Debt Service Coverage Ratio only, (1) if the Future Advance has been made, the reference to “maximum principal amount” in clause (b) of this definition shall mean the amount of $120,000,000.00, and (2) if the Future Advance has not been made, the reference to “maximum principal amount” in clause (b) of this definition shall mean the amount of $111,500,000.00.

“ Default ” means the occurrence of any event that, but for the giving of notice or the passage of time, or both, would be an Event of Default.

“ Default Rate ” shall have the meaning set forth in the Notes.

“ Deposit Account ” shall have the meaning set forth in the Cash Collateral Agreement.

“ Documents ” means, collectively, whether now owned or hereafter acquired, all “documents” as defined in the UCC (whether negotiable or non-negotiable) or other receipts covering, evidencing or representing goods.

“ Eligible Account ” means a separate and identifiable account or subaccount maintained with Lender or a financial institution approved by Lender; provided , however , that an Eligible Account shall not be evidenced by a certificate of deposit, passbook, other instrument or any other physical indicia of ownership.

“ Embargoed Person ” shall have the meaning set forth in Section 5.1.21(E) hereof.

“ Entity Guarantors ” means collectively, REIT Guarantor and OP Guarantor.

“ Environmental Indemnity Agreement ” means that certain Environmental Indemnity Agreement, dated as of the Closing Date, by and between Borrowers and Entity Guarantors, to and for the benefit of Lender in respect of each Property and as security for the Loan, as the same may be amended, supplemented or otherwise modified from time to time.

“ Environmental Law ” shall have the meaning set forth in the Environmental Indemnity Agreement.

“ Environmental Reports ” means, collectively, each Phase I Environmental Site Assessment Report in respect of each Property, as listed on Schedule II of the Environmental Indemnity Agreement and the Phase II Environmental Report in respect of the 11540 Mosteller Property, as further described in the Environmental Indemnity Agreement.

“ Equipment ” means, collectively, whether now owned or hereafter acquired, (i) all “ equipment ” as defined in the UCC in respect of each Property, and (ii) all of the following (regardless of how classified under the UCC): all building materials, construction materials, personal property constituting furniture, fittings, appliances, apparatus, improvements, machinery, devices, interior improvements, appurtenances, equipment, plant, furnishings, fixtures, computers, electronic data processing equipment, telecommunications equipment and other fixed assets now owned or hereafter acquired by any Borrower in respect of each Property, and all Proceeds of (i) and (ii) as well as all additions to, substitutions for, replacements of or accessions to any of the items recited as aforesaid and all attachments, components, parts (including spare parts) and accessories, whether installed thereon or affixed thereto, all regardless of whether the same are located on each Property or are located elsewhere (including, without limitation, in warehouses or other storage facilities or in the possession of or on the premises of a bailee, vendor or manufacturer) for purposes of manufacture, storage, fabrication or transportation and all extensions and replacements to, and proceeds of, any of the foregoing, but exclusive of those items which are property of a third party contractor or any other third party. The “Equipment” shall also include any and all “furniture, furnishings and equipment” of each Property owned by any Borrower as such term is commonly understood in the real estate

industry, including without limitation any and all fixtures, furnishings, equipment, furniture, and other items of tangible personal property now or hereafter located on the Land or used in connection with the use, occupancy, operation and maintenance of all or any part of any Property, including, without limitation, appliances, machinery, equipment, signs, artwork (including paintings, prints, sculpture and other fine art), office furnishings and equipment, and specialized equipment for public rooms, health and recreational facilities, awnings, shades, blinds, floor coverings, hall and lobby equipment, heating, lighting, electrical, plumbing, ventilating, refrigerating, incinerating, elevators, escalators, air conditioning, communication equipment, and internet and “wifi” equipment, plants or systems with appurtenant fixtures, vacuum cleaning systems, security systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials; all equipment, manual, mechanical or motorized, for the construction, maintenance, repair and cleaning of, parking areas, walks, underground ways, truck ways, driveways, common areas, roadways, highways and streets; vehicles; and recycling equipment.

“ Equipment Financing ” shall have the meaning set forth in Section 7.2 hereof.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and, as of the relevant date, any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ ERISA Affiliate ” means any corporation or trade or business that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Code of which any Borrower or Guarantor is a member and (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m) or (o) of the Code of which any Borrower or Guarantor is a member.

“ ERISA Event ” means (i) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the thirty (30) day notice period is waived by regulation); (ii) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (iii) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (iv) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (v) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vi) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (vii) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Event of Default ” shall have the meaning set forth in Section 6.1 hereof.

“ Excess Termination Fees ” shall have the meaning set forth in Section 5.1.18(D)(ii) hereof.

“ Executive Order ” shall have the meaning set forth in the definition of the term “Prohibited Person”.

“ First Notice Request Date ” shall have the meaning set forth in Section 5.1.18(C) hereof.

“ Fiscal Year ” means, with respect to any Borrower or Guarantor, the twelve (12) month period ending on December 31 ^st of each year (or, in the case of the first fiscal year of such Borrower or Guarantor, such shorter period from the Closing Date through such date) or such other fiscal year of such Borrower or Guarantor as such Borrower or Guarantor may select from time to time with Lender’s prior written consent.

“ Future Advance ” shall have the meaning given to such term in the Future Advance Agreement.

“ Future Advance Agreement ” shall mean that certain Future Advance Agreement and Agreement to Add Property, dated as of the Closing Date, by and among Borrowers and Lenders, as the same may be amended, supplemented or otherwise modified from time to time.

“ Future Advance Cut-Off Date ” shall have the meaning given to such term in the Future Advance Agreement.

“ Future Advance Funding Date ” shall have the meaning given to such term in the Future Advance Agreement.

“ GAAP ” means generally accepted accounting principles in the United States of America as of the date of the applicable financial report, consistently applied.

“ General Intangibles ” means, collectively, whether now owned or hereafter acquired by any Borrower, (i) all “general intangibles”, “payment intangibles” and “software” each as defined in the UCC, (ii) all General Intangibles described in the Security Documents, (iii) all causes in action, causes of action and all other intangible personal property of any Borrower of every kind and nature, wherever located, and (iv) corporate, partnership, limited liability company or other business records relating to any Borrower and/or, to the extent maintained by any Borrower or in any Borrower’s possession, each Property (including computer-readable memory and any computer hardware or software necessary to retrieve such memory), insurance policies, good will, inventions, designs, software, patents, trademarks and applications therefor, computer programs, trade names, trade styles, trade secrets, copyrights, registrations and other intellectual property, licenses, franchises, customer lists, tax refund claims, claims for wages, salaries or other compensation of an employee, landlord’s liens, liens given by statute or other rule of law for services or materials, agricultural liens, judgments and rights represented by judgments and rights of recoupment or set off. The General Intangibles also include all Contracts.

“ Governing Documents Certificate ” means that certain Certificate Concerning Governing Documents, dated as of the Closing Date, made by Borrowers and REIT Guarantor to and for the benefit of Lender.

“ Governmental Authority ” means (i) the government of (a) the United States of America or any state or other political subdivision thereof, or (b) any other jurisdiction in which any Borrower, any Guarantor or the direct or indirect constituents (as applicable) of any Borrower or any Guarantor conducts all or any part of its business, or which asserts jurisdiction over any properties of any of the foregoing, or (ii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“ Gross Revenue ” means, with respect to each Property, all payments and other revenues (exclusive, however, of any payments attributable to sales taxes or use and occupancy taxes) received by or on behalf of (or paid at the direction of) the Borrower that owns such Property from all sources related to the ownership or operation of such Property, including, but not limited to, rents, fees, income, receipts, revenues, issues, profits, advances, prepaid rents, lease termination payments, parking fees, oil and gas or other mineral royalties and bonuses, Termination Fees, interest, security deposits (but only to the extent that such security deposits are applied to tenant obligations or are no longer subject to being returned to the applicable tenant and excluding utility or other similar deposits), business or rental interruption insurance proceeds (but not other insurance or condemnation proceeds), operating expense pass-through revenues, direct expense reimbursements, common area maintenance charges, refunds, rebates and reimbursements (other than by Lender or from reserve or escrow accounts under the Loan Documents) of any operating expenses, taxes or capital improvement costs related to such Property previously paid (excluding amounts required to be returned to tenants), payments received by or on behalf of such Borrower as compensation or as settlement of claims or litigation, and payments under an indemnity or other similar matters with respect to such Borrower or such Property, in each case, for the relevant period for which the calculation of Gross Revenue is being made. Gross Revenue shall be (i) adjusted so that any prepaid rents and other prepaid payments received by or on behalf of such Borrower shall be spread out over the periods during which such rents or payments are earned or applicable, and (ii) based on a lease-in-place analysis that reflects the then current Leases in place at such Property, as determined by Lender in its reasonable discretion, in accordance with Lender’s standard underwriting criteria consistently applied, and excluding extraordinary or one-time items.

“ Guarantor(s) ” means, individually, or collectively, as the case may require, the REIT Guarantor, the OP Guarantor, Jeffrey E. Witherell, Daniel C. Wright, and/or Pendleton P. White, Jr.

“ Guarantor Minimum Available Liquidity Requirement ” means, at all times prior to the indefeasible repayment in full of the Secured Obligations, Guarantors shall maintain, in the aggregate, an Available Liquidity of not less than $5,000,000.00

“ Guarantor Minimum Net Worth Requirement ” means, at all times prior to the indefeasible repayment in full of the Secured Obligations, Guarantors shall maintain, in the aggregate, a Net Worth of not less than $31,000,000.00.

“ Guaranty Agreement ” means, collectively, the Non-Recourse Carveout Guaranty and the Wright Guaranty.

“ Imposition ” or “ Impositions ” means, individually or collectively, as the case may require all taxes (including, without limitation, all real estate, ad valorem, sales (including those imposed on lease rentals), use, single business, gross receipts, value added, intangible transaction privilege, privilege or license or similar taxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed within the term of the Loan), water, sewer or other rents and charges, excises, levies, governmental fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of any Property (including all interest and penalties thereon) and any other payments required to be paid by the owner of any Property under any agreements in respect of the exemption, abatement or reduction in taxes, which at any time prior to, during or in respect of the term hereof may be assessed against, imposed on or in respect of or otherwise payable in respect of or be a Lien upon (i) Borrowers (or any of them) (including, without limitation, all income, franchise, single business or other taxes imposed on Borrowers (or any of them) for the privilege of doing business in the jurisdiction in which any Property, or any other collateral delivered or pledged to Lender in connection with the Loan, is located), or (ii) any Property or any other Collateral delivered or pledged by any Borrower to Lender in connection with the Loan, or any part of either thereof or any Proceeds or Gross Revenue therefrom or any estate, right, title or interest therein, or (iii) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with any Property or the leasing or use of any Property or any part thereof, or the operation and occupancy of any Property, or (iv) the Loan or any Loan Document.

“ Improvements ” means, collectively, all buildings, structures, fixtures and improvements of any nature whatsoever now or hereafter situated on the Land (including, without limitation, all gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, carpeting and other floor coverings, water heaters, awnings and storm sashes, and cleaning apparatus which are or shall be attached to the Land or such buildings, structures or improvements and including any additions, enlargements, extensions, modifications, repairs or replacements thereto).

“ Indebtedness ” means, as of the date of any determination thereof, (i) all indebtedness for borrowed money or purchase money financing, (ii) all indebtedness evidenced by a note, bond, debenture or similar instrument, (iii) the face amount of all letters of credit and, without duplication, all unreimbursed amounts drawn thereunder, (iv) all net payment obligations under any interest rate protection agreements and currency swaps and similar agreements (if any), and (v) all other indebtedness.

“ Indemnified Party ” or “ Indemnified Parties ” shall have the meaning set forth in Section 5.1.4(A) hereof.

“ Independent ” means, when used with respect to any Person, a Person that (i) does not have any direct financial interest or any material indirect financial interest in any Borrower Control Person or in any Affiliate of any Borrower Control Person, and (ii) is not connected with any Borrower Control Person or any Affiliate of any Borrower Control Person as an officer, employee, trustee, member, partner, stockholder, director or person performing similar functions.

“Independent Manager ” shall have the meaning set forth in Section 5.1.14 hereof.

“ Individual Guarantor(s) ” shall mean, individually or collectively, as the case may require, Jeffrey E. Witherell, Daniel C. Wright, and/or Pendleton P. White, Jr.

“ Initial Property Manager ” means each of the Property Managers listed on Schedule 4 attached hereto.

“ Initial Property Management Agreement ” means each of the Initial Property Management Agreements set forth on Schedule 4 attached hereto, as the same may be amended, supplemented or otherwise modified from time to time, to the extent permitted under this Agreement.

“ Insolvency Action ” shall mean, with respect to any Person, any action, event or proceeding of the type described in Section 6.1.9 , Section 6.1.10 , Section 6.1.11 , Section 6.1.12 or Section 6.1.13 of this Agreement.

“ Instruments ” means, collectively, whether now owned or hereafter acquired, all “instruments” as defined in the UCC.

“ Insurance Agreement ” means that certain Agreement Concerning Insurance Requirements, dated as of the Closing Date, by and among Borrowers and Lender, as the same may be amended, supplemented or otherwise modified from time to time.

“ Insurance Requirements ” means the obligation of each Borrower (i) to maintain the applicable insurance policies pursuant to and in accordance with the Insurance Agreement and (ii) to comply with all terms of each such insurance policy.

“ Intangible Personalty ” shall have the meaning set forth in the Mortgages.

“ Intellectual Property ” means, collectively, whether now owned or hereafter acquired, (i) the trademark licenses, trademarks, rights in intellectual property, trade names, logos, service marks and copyrights, copyright licenses, patents, patent licenses owned, licensed or used by Borrowers (or any of them) in the operation of the Properties or in the conduct of the business of Borrowers (or any of them), (ii) or the license to use intellectual property such as computer software owned or licensed by any Borrower, and (iii) other proprietary business information relating to any Borrower’s policies, procedures, manuals and trade secrets.

“ Inventory ” means, collectively, whether now owned or hereafter acquired, all “inventory” as defined in the UCC and shall include all Documents representing the same. Without limiting the generality of the foregoing, the term “Inventory” shall include the entire interest of each Borrower in all inventory actually used or consumed in the operation of any Property, or commonly used or consumed in a property similar to any Property, including, without limitation: (i) all goods, merchandise, raw materials, work in process and other personal property, wherever located, now or hereafter owned or held by any Borrower for manufacture, processing, the providing of services or sale, use or consumption in the operation of any Property (including, without limitation, fuel, supplies and similar items and all substances commingled therewith or added thereto); (ii) all other items of any Borrower that would be entered on a balance sheet under the line items for “Inventories”; and (iii) all rights and claims of each Borrower against any Person that may store or acquire the Inventory for the account of any such Borrower, or from whom any such Borrower may purchase the Inventory.

“ Investment Property ” means, collectively, whether now owned or hereafter acquired, all “investment property” as defined in the UCC.

“ Land ” means the real property described in Exhibit C-1 , Exhibit C-2 , Exhibit C-3 , Exhibit C-4 , Exhibit C-5 , Exhibit C-6 , Exhibit C-7 , Exhibit C-8 , Exhibit C-9 , Exhibit C-10 , Exhibit C-11 , Exhibit C-12 , Exhibit C-13 , Exhibit C-14 , Exhibit C-15 , Exhibit C-16 , Exhibit C-17 , Exhibit C-18 , Exhibit C-19 and Exhibit C-20 , each attached hereto, and any land lying between the boundaries of such tract or tracts and the center line of any adjacent street, road, avenue, or alley, whether opened or proposed, and any tidelands or filled lands within the boundaries described on the applicable exhibit, as well as all rights-of-way, easements, Property Record Agreements and other appurtenances thereto.

“ Lease ” means any lease, sublease, letting, occupancy agreement, tenancy and license relating to any Property or any part thereof, including, without limitation, any Lease with a Required Tenant, now or hereafter entered into, and all amendments, extensions, renewals and guarantees thereof, and all security therefor. As the context may require, “Leases” means more than one (1) Lease or every Lease in respect of the Properties.

“ Lease Approval Deliveries ” shall have the meaning set forth in Section 5.1.18(A) hereof.

“ Lease Certificate ” means, collectively, for each Property, those certain Certificates Concerning Leases and Financial Condition, dated as of the Closing Date, made by Borrowers and REIT Guarantor in favor of Lender concerning, among other things, the Leases and financial condition of Borrowers and REIT Guarantor.

“ Lease Form ” means any Borrower’s standard form of Lease relating with respect to any Property, as each such form is to be approved by Lender, prior to entering into any Lease.

“ Lease Summary Term Sheet ” means a term sheet for a proposed Lease that includes, without limitation, the following items with respect to such proposed Lease: (i) the name of the tenant, (ii) the use of the leased space, (iii) the rentable square footage, (iv) the space or unit number, (v) the commencement and expiration dates, (vi) the commencement date of rental payments, (vii) the monthly base rent, (viii) the base year for any operating expense and/or real estate tax escalation payments, (ix) any other rent escalations, (x) any rent abatements or “free rent” periods, (xi) a reasonably detailed description of any landlord’s work, including both work to the leased premises and any work to the lobby and/or other areas of the Improvements, (xii) any tenant improvement allowance and any other tenant concessions or expenses to be reimbursed by landlord, (xiii) any electricity payments and electric direct metering or submetering, (xiv) any renewal, expansion, extension, purchase and/or termination options, (xv) any security deposit, (xvi) any guaranty of the lease, (xvii) any assignment and subletting rights of the tenant, (xviii) any exterior signage rights, and (xix) any brokerage commissions due in connection with the Lease.

“ Legal Requirement(s) ” means any or all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of any Governmental Authority (including, without limitation, all building and zoning and other land use laws and regulations and Environmental Law) affecting any Borrower, any Guarantor, any other Borrower Control Person, any Property, the Loan or any part thereof or the construction, use, alteration or operation thereof, or any part thereof, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments (entered into with any Governmental Authority or any other third party), at any time in force affecting any Property or any part thereof (including, without limitation, any which may (i) require repairs, modifications or alterations in or to any Property or any part thereof, whether or not foreseeable and whether or not structural, or (ii) in any way limit the use and enjoyment thereof).

“ Lender ” means each entity named in the introductory paragraph of this Agreement, whose legal address is c/o AIG Investments, 777 S. Figueroa Street, 16th Floor, Los Angeles, California 90017-5800, together with any future holder of the Notes.

“ Lender Taxes ” means any taxes imposed on the income of Lender, or any franchise, capital stock or similar taxes assessed to Lender.

“ Lender Transferee ” shall have the meaning set forth in Section 11.9.3 hereof.

“ Lien(s) ” means, individually or collectively, as the context may require, any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, assignment, security interest, or any other encumbrance or charge on or affecting any Borrower, any Property, the Chattels, the Intangible Personalty or any other Collateral or any portion thereof, or any direct or indirect interest therein (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement or similar instrument under the UCC or comparable law of any other jurisdiction, domestic or foreign, and mechanic’s, materialmen’s and other similar liens and encumbrances).

“ Loan ” means the loan facility made by Lender to Borrowers for the maximum amount equal to the Loan Amount pursuant to the terms of the Notes, this Agreement and the other Loan Documents.

“ Loan Amount ” means an aggregate maximum amount of up to One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00).

“ Loan Application ” means the “Mortgage Loan Application” among Lender and Borrowers, dated as of August 4, 2016, together with all exhibits and addenda thereto.

“ Loan Debt Service ” means, for any month, the amount of interest or interest and principal, as may be applicable, required hereunder and the Notes for such month, and, for any year, the then aggregate payments of interest and principal required hereunder and the Notes for such year.

“ Loan Document(s) ” means this Agreement, the Notes, the Mortgages, the Environmental Indemnity Agreement, the Assignments of Leases, the Lease Certificate, the Guaranty Agreement, the Insurance Agreement, the Governing Documents Certificate, the Subordination of Management Agreement, the Subordination of Leasing Agreement, the Partial Release Agreement, the Reserve Agreement (TI/LC), the Reserve Agreement (Immediate Repairs), the Future Advance Agreement, the Subordination of Asset Management Agreement, the Cash Collateral Agreement, the Post-Closing Agreement, the Receipt and Agreement, the UCC-1 Financing Statements and all other agreements, instruments, certificates and documents delivered by or on behalf of Borrowers and/or Guarantors to evidence or secure the Loan or otherwise in satisfaction of the requirements of this Agreement or the other documents listed above, as the same may be amended, supplemented or otherwise modified from time to time. The term “ Loan Documents ” also includes all modifications, extensions, renewals and replacements of each such document referred to above. Notwithstanding anything to the contrary set forth herein, the 11540 Mosteller Mortgages, the Mosteller ALR, the Mosteller Lease Certificate, the Mosteller Governing Document Certificate and the Mosteller Receipt and Agreement, shall be, and shall be deemed to be, “Loan Documents” from and after the Future Advance has been funded.

“ Loan Modification ” shall have the meaning set forth in Section 5.1.9 hereof.

“ Losses ” shall have the meaning set forth in Section 5.1.4(A) hereof.

“ Material Adverse Effect ” means a material adverse effect upon (i) the business operations, properties, assets or financial condition of any Borrower, Guarantors or any Property that would impair the ability of such Borrower or Guarantors to perform any of its obligations under any Loan Document to which it is a party, (ii) the ability of Lender to enforce its rights under the Loan Documents, (iii) the enforceability, validity, perfection or priority of the lien of the Mortgages, or (iv) the ability of Borrowers to pay or repay the Secured Obligations.

“ Maturity Date ” shall have the meaning set forth in the Notes.

“ Mezzanine Loan Agreement ” shall mean that certain Mezzanine Loan Agreement, dated as of the date hereof, between Permitted Mezzanine Lender and Sole Member.

“ Mezzanine Loan Documents ” shall have the meaning set forth in the Mezzanine Loan Agreement.

“ Money ” means, collectively, whether now owned or hereafter acquired, (i) all “ money ” as defined in the UCC and (ii) all cash, or other items of legal tender generated from the use or operation of each Property.

“ Mortgages ” means, the 8273 Green Meadows Mortgages, the 8288 Green Meadows Mortgages, the 7001 Americana Mortgages, the 3100 Creekside Mortgages, the Shelby Mortgages, the 3940 Stern Mortgages, the 1875 Holmes Mortgages, the 1355 Holmes Mortgages, the 189 Seegers Mortgages, the 11351 West 183rd Mortgages, the 3500 Southwest Mortgages, the 32 Dart Mortgages, the 210 American Mortgages, the 2401 Commerce Mortgages, the 56 Milliken Mortgages, the 1755 Enterprise Mortgages, the 4 East Stow Mortgages, the 4115 Thunderbird Mortgages, the 7585 Empire Mortgages, and the 11540 Mosteller Mortgages. Notwithstanding anything to the contrary set forth herein, the 11540 Mosteller Mortgages shall not constitute “Mortgages” until such time as the Future Advance has been funded.

“ Mosteller ALR ” shall have the meaning set forth in the Future Advance Agreement.

“ Mosteller Determination Date ” shall have the meaning set forth in Section 8.2 hereof.

“ Mosteller UCCs ” shall have the meaning set forth in the Future Advance Agreement.

“ Mosteller Lease Certificate ” shall have the meaning set forth in the Future Advance Agreement.

“ Mosteller Receipt and Agreement ” shall have the meaning set forth in the Future Advance Agreement.

“ Mosteller Governing Documents Certificate ” shall have the meaning set forth in the Future Advance Agreement.

“ Multiemployer Plan ” means a multiemployer plan defined as such in Section 3(37) of ERISA and which is covered by Title IV of ERISA (i) to which contributions have been, or were required to have been made by any Borrower, Guarantors or any ERISA Affiliate or (ii) with respect to which Borrowers could reasonably be expected to incur liability separately or collectively.

“ Net Operating Income ” means, with respect to a subject Property, all Gross Revenue of such Property (excluding loans or contributions to capital), less Property Expenses (other than debt service payments due under the Loan Documents) for such Property, as determined in accordance with GAAP, as of the date of such calculation for the period in question (or if no such period is designated, for the preceding twelve (12) calendar months), adjusted (without duplication of any similar adjustment included in the definition of the term “Property Expenses”), however, so that (A) such Property Expenses shall be deemed to include (1) a management fee equal to the greater of the actual management fee for such Property or three percent (3%) of Gross Revenue generated by such Property, and (2) a tenant improvement, leasing commission, and capital improvement reserve equal to $0.25 per rentable square foot per year, (B) payments of Property Expenses, including property taxes and assessments and insurance expenses, are to be spread out over the period during which they accrued and shall be adjusted for any known future changes to any such expenses, (C) any prepaid Gross Revenue and other prepaid payments received are to be spread out over the periods during which such prepaid Gross Revenue and other prepaid payments is earned or applicable, (D) security deposits shall not be included as items of income until duly applied or earned, (E) Gross Revenue shall be based on a lease-in-place analysis that reflects then current Leases in place as of the date of determination, in each case, as determined by Lender, in its reasonable discretion, in accordance with Lender’s standard underwriting criteria, consistently applied, and excluding extraordinary, or one-time items, and (F) any refunds or rebates to operating expenses are to be applied and credited against the applicable operating expenses for the period that such operating expenses were incurred.

“ Net Proceeds ” means, with respect to any Property, either (i) the purchase price (at foreclosure or otherwise) actually received by Lender from a third party purchaser with respect to such Property, as a result of the exercise by Lender of its rights, powers, privileges and other remedies after the occurrence and during the continuation of an Event of Default or (ii) in the event that Lender (or its nominee) is the purchaser at foreclosure of such Property, the higher, with respect to such Property, of (a) the amount of Lender’s credit bid or (b) such amount as shall be determined in accordance with Legal Requirements, and in either case minus all reasonable costs and expenses (including, without limitation, all attorneys’ fees and disbursements and any brokerage fees, if applicable) incurred by Lender (and its nominee, if applicable) in connection with the exercise of such remedies; provided , however , that such costs and expenses shall not be deducted to the extent such amounts previously have been added to the Secured Obligations in accordance with the terms of the Loan Documents or Legal Requirements.

“ Net Worth ” shall mean, as to any Guarantor, the excess, if any, of (i) total assets (excluding the Properties or any direct or indirect interest in the Properties or any Borrower) of such Guarantor over (ii) total liabilities (excluding contingent liabilities and excluding liabilities in connection with the Properties or any direct or indirect interest in the Properties or any Borrower) of such Guarantor, with the value of such Guarantor’s partnership or member interest or other ownership in any partnership, limited liability company or other entity (each a “ Property Owning Entity ”) calculated by assuming a sale at fair market value of all assets of such Property Owning Entity and the distribution of the net proceeds in liquidation, calculated in the same manner and using the same accounting methods as were used in the financial statements of such Guarantor delivered to Lender in connection with the closing of the Loan.

“ New Rate ” shall have the meaning set forth in the Notes.

“ Non-Recourse Carveout Guaranty ” means that certain Guaranty Agreement, dated as of the Closing Date, given by Entity Guarantors, Jeffrey E. Witherell and Pendleton P. White Jr. to and for the benefit of Lender, as the same may be amended, supplemented or otherwise modified from time to time.

“ Notes ” means, collectively, the AGLIC Note, the AHAC Note, the NUFIC Note and the USLIC Note, each of even date herewith, totaling the aggregate stated principal amount of the Loan Amount.

“ Notice ” means, for any Borrower or Lender, a written notice or other communication delivered to the address set forth for such party in Section 11.6 hereof, as such address may be changed by such party pursuant to Section 11.6 by giving notice in the manner set forth in Section 11.6 hereof.

“ NUFIC ” shall have the meaning set forth in the introductory paragraph of this Agreement.

“ NUFIC Note ” means that certain Promissory Note (NUFIC) of even date herewith from Borrowers, payable to the order of NUFIC, in the maximum original principal amount of up to $21,900,000.00, together with all amendments, modifications, supplements, renewals and extensions of such promissory note. All terms and provisions of the NUFIC Note are incorporated by this reference in this Agreement. The entire outstanding principal balance, and all other amounts due under the NUFIC Note, this Agreement, the Mortgages and the other Loan Documents, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.

“ OFAC ” shall have the meaning set forth in the definition of the term “Prohibited Person”.

“ OFAC Listed Person ” shall have the meaning set forth in the definition of the term “Prohibited Person”.

“ Officer’s Certificate ” means a certificate delivered to Lender by any Borrower, Borrowers or any Guarantor that is signed by an authorized officer of such Borrower, Borrowers, (or if such Guarantor is an Entity Guarantor) Guarantor.

“ OP Guarantor ” means PLYMOUTH INDUSTRIAL OP, LP, a Delaware limited partnership.

“ Operating Budget ” means, with respect to any Fiscal Year for any Property, the operating budget for such Property reflecting projections of the applicable Borrower and Property Expenses for such Property for such Fiscal Year (on an annual and monthly basis) and submitted by such Borrower to Lender.

“ Organizational Chart ” shall have the meaning set forth in Section 7.1(C)(2)(iv) hereof.

“ Organizational Documents ” means, collectively, with respect to any Person that is an entity, (i) the certificate/articles of formation, certificate of incorporation, partnership certificate, or other organizational document of such Person, as amended, modified or supplemented, (ii) the authorization of such Person to do business in the jurisdiction of such Person’s respective incorporation, organization and/or formation and the jurisdiction in which such Person (directly) owns any real property, and (iii) the by-laws, partnership agreement, limited liability agreement, operating agreement, trust agreement or other similar documents of such Person, as amended, modified or supplemented.

“ Original Interest Rate ” shall have the meaning set forth in the Notes.

“ Partial Release Agreement ” shall mean that certain Partial Release of Property Agreement by and between Borrowers and Lender, dated as of the Closing Date, as the same may be amended, supplemented or otherwise modified from time to time.

“ Participant ” shall have the meaning set forth in Section 11.9.1 hereof.

“ Patriot Act ” shall have the meaning set forth in the definition of “Prohibited Person”.

“ Payment Date ” shall have the meaning set forth in the Notes.

“ Payment Intangibles ” means, collectively, whether now owned or hereafter acquired, all “payment intangibles” as defined in the UCC.

“ PBGC ” means the Pension Benefit Guaranty Corporation established under ERISA, or any successor thereto.

“ Permits ” means, collectively, all building permits, licenses, permits, approvals, franchises, authorizations, variances and certificates required by Legal Requirements to be obtained by any Borrower and used in connection with the construction, development, ownership, maintenance, operation, use or occupancy of any Property (including, without limitation, business licenses, liquor and alcoholic beverage licenses, state health department licenses, licenses to conduct business and all such other permits, licenses and rights, obtained from any Governmental Authority or private Person concerning construction, ownership, operation, use or occupancy of any Property) and/or the conduct of any business of any Borrower, but specifically excluding any of the foregoing that are the obligations of tenants to obtain under their respective Leases with respect to the conduct of their respective businesses.

“ Permitted Encumbrances ” means, with respect to any Borrower, (i) the matters set forth on Exhibit B of the applicable Mortgages executed by such Borrower; (ii) Liens for taxes, assessments or similar charges incurred in the ordinary course of business of such Borrower that are not yet due and payable; (iii) Liens in favor of Lender; (iv) all Liens and other matters set forth in Schedule B of the Title Insurance Policy, (v) Leases that are subordinate by their express terms to the Mortgages, (vi) to the extent set forth in Section 7.2(E) hereof, Permitted Indebtedness and (vii) any other matters consented to by Lender (in Lender’s sole and absolute discretion) in writing.

“ Permitted Indebtedness ” shall have the meaning set forth in Section 7.2 hereof.

“ Permitted Mezzanine Financing ” shall have the meaning defined in Section 7.1(B) hereof.

“ Permitted Mezzanine Financing Intercreditor Agreement ” shall mean that certain Intercreditor Agreement, of even date herewith, between Lender and Sole Member (and any permitted successors and assigns of Sole Member), as the same may be modified, amended and/or supplemented from time to time.

“ Permitted Mezzanine Lender ” shall have the meaning defined in Section 7.1(B) hereof.

“ Permitted Transfer ” shall have the meaning defined in Section 7.1(C) hereof.

“ Person ” means an individual, a corporation, an association, a joint stock company, a trust, a business trust, a partnership, a joint venture, a limited liability company, a real estate investment trust, an unincorporated organization, department, or a government, foreign country or regime (or any agency, agent, instrumentality or political subdivision thereof), or any other entity (whether incorporated or unincorporated).

“ Personalty ” means, collectively, all Equipment, Inventory, Accounts, Chattels, Chattel Paper, General Intangibles, Instruments, Investment Property, Receivables, Contracts and Intellectual Property and all other personal property as defined in the UCC, now owned or hereafter acquired by any Borrower in respect of any Property and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to any Property or which may be used in or relating to the planning, development, financing or operation of such Property, including, without limitation, furniture, furnishings, equipment, machinery, money, insurance proceeds, accounts, contract rights, trademarks, goodwill, chattel paper, documents, trade names, licenses and/or franchise agreements, rights of any Borrower under leases of fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of any Borrower with any Governmental Authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs.

“ Plan ” means an employee benefit or other plan, other than a Multiemployer Plan, that is covered by Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, and (i) was established or maintained by any Borrower or any ERISA Affiliate during the five (5) year period ended prior to the date of this Agreement or to which any Borrower or any ERISA Affiliate makes, is obligated to make or has, within the five (5) year period ended prior to the date of this Agreement, been required to make contributions or (ii) with respect to which any Borrower could reasonably be expected to incur liability.

“ Plymouth Financial ” shall mean Plymouth Industrial 20 Financial LLC, a Delaware limited liability company.

“ Portfolio Debt Service Coverage Ratio ” means, with respect to all the Properties (but excluding any Released Property released pursuant to the Partial Release Agreement and the 11540 Mosteller Property until such time as the Future Advance has been funded) the ratio, as reasonably determined by Lender as of the date of any determination, of (i) the Portfolio Net Operating Income for the period in question (or if no period is designated, for the immediately preceding twelve (12) calendar months), to (ii) the aggregate amount of the annual Loan Debt Service payments due under the Loan Documents allocated for all such Properties, calculated assuming (a) (x) an initial three-year interest-only period, and (y) thereafter a twenty-seven (27) year amortization schedule, and (b) the maximum principal amount of the Loan has been disbursed, and (c) the debt service payments due in respect of all other Indebtedness secured or to be secured by a Lien with respect to any or all of the Properties or any direct or indirect interest in any Borrower (excluding the Permitted Mezzanine Financing), in each case, for the period in question (or if no such period is designated, for the twelve (12) calendar months following such period). Portfolio Debt Service Coverage Ratio shall be calculated on a cash flow basis. For the purposes of this definition of Portfolio Debt Service Coverage Ratio only, (1) if the Future Advance has been made, the reference to “maximum principal amount” in clause (b) of this definition shall mean the amount of $120,000,000.00, and (2) if the Future Advance has not been made, the reference to “maximum principal amount” in clause (b) of this definition shall mean the amount of $111,500,000.00.

“ Portfolio Gross Revenue ” means, for any period, the aggregate amount of all of the Gross Revenue of all of the Properties (but excluding any Released Property released pursuant to the Partial Release Agreement and the 11540 Mosteller Property until such time as the Future Advance has been funded).

“ Portfolio Loan-to-Value Ratio ” means the ratio, as determined by Lender, of (i) the aggregate Principal Indebtedness and all other Indebtedness secured by Liens with respect to any or all of the Properties (but excluding any Released Property released pursuant to the Partial Release Agreement and the 11540 Mosteller Property until such time as the Future Advance has been funded) or any direct or indirect interest in any Borrower to (ii) the aggregate amount of the fair market value of the Properties (but excluding any Released Property released pursuant to the Partial Release Agreement), as such fair market value is determined by an Appraisal of each Property but excluding any Released Property released pursuant to the Partial Release Agreement).

“ Portfolio Mortgages A-1 ” shall mean, collectively, the 8288 Green Meadows Mortgage A-1, the 8273 Green Meadows Mortgage A-1, the 7001 Americana Mortgage A-1, the 3100 Creekside Mortgage A-1, the Shelby Mortgage A-1, the 3940 Stern Mortgage A-1, the 1875 Holmes Mortgage A-1, the 1355 Holmes Mortgage A-1, the 189 Seegers Mortgage A-1, the 11351 West 183rd Mortgage A-1, the 3500 Southwest Mortgage A-1, the 32 Dart Mortgage A-1, the 210 American Mortgage A-1, the 2401 Commerce Mortgage A-1, the 56 Milliken Mortgage A-1, the 1755 Enterprise Mortgage A-1, the 4 East Stow Mortgage A-1, the 4115 Thunderbird Mortgage A-1, the 7585 Empire Mortgage A-1, and, if the Future Advance is funded, the 11540 Mosteller Mortgage A-1.

“ Portfolio Mortgages A-2 ” shall mean, collectively, the 8288 Green Meadows Mortgage A-2, the 8273 Green Meadows Mortgage A-2, the 7001 Americana Mortgage A-2, the 3100 Creekside Mortgage A-2, the Shelby Mortgage A-2, the 3940 Stern Mortgage A-2, the 1875 Holmes Mortgage A-2, the 1355 Holmes Mortgage A-2, the 189 Seegers Mortgage A-2, the 11351 West 183rd Mortgage A-2, the 3500 Southwest Mortgage A-2, the 32 Dart Mortgage A-2, the 210 American Mortgage A-2, the 2401 Commerce Mortgage A-2, the 56 Milliken Mortgage A-2, the 1755 Enterprise Mortgage A-2, the 4 East Stow Mortgage A-2, the 4115 Thunderbird Mortgage A-2, the 7585 Empire Mortgage A-2, and, if the Future Advance is funded, the 11540 Mosteller Mortgage A-2.

“ Portfolio Net Operating Income ” means as of the date of calculation, the aggregate of all of the Net Operating Income of all of the Properties (but excluding any Released Property released pursuant to the Partial Release Agreement and the 11540 Mosteller Property until such time as the Future Advance has been funded).

“ Preferred Equity Redemption ” shall mean the redemption of the membership interest in Sole Member that is held by Preferred Member.

“ Preferred Member ” shall mean DOF IV Plymouth PM, LLC, a Delaware limited liability company.

“ Principal Indebtedness ” means the principal amount of the Loan outstanding as adjusted by each increase and the Future Advance (including for Protective Advances, if any), or decrease in such principal amount of the Loan outstanding, whether as a result of prepayment or otherwise, from time to time.

“ Proceeds ” shall have the meaning set forth in the UCC and, in any event, shall include, without limitation, proceeds, product, offspring, rents, profits or receipts, in whatever form, arising from the Collateral. Without limiting the generality of the foregoing, the term “Proceeds” shall include the following:

(i) cash, Instruments and other property received, receivable or otherwise distributed in respect of or in exchange for any or all of the Collateral or any Property;

(ii) the collection, sale, lease, sublease, concession, exchange, assignment, licensing or other disposition of, or realization upon, any item or portion of the Collateral or any Property (including, without limitation, all claims of any Borrower against third parties for loss of, damage to, destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral or any Property now existing or hereafter arising);

(iii) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to any Borrower from time to time with respect to any of the Collateral or any Property;

(iv) any and all payments (in any form whatsoever) made or due and payable to any Borrower from time to time in connection with the requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or any Property by any Governmental Authority (or any Person acting under color of Governmental Authority); and

(v) any and all other amounts from time to time paid or payable to any Borrower under or in connection with any of the Collateral or any Property.

“ Prohibited Person ” means:

(i) any Person that is identified on the list of Specially Designated Nationals and Blocked Persons or the list of Foreign Sanctions Evaders (collectively, an “ OFAC Listed Person ”) published by the Office of Foreign Assets Control, United States Department of the Treasury (“ OFAC ”), or is restricted from doing business under any statute (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “ Patriot Act ”)), executive order (including, without limitation, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism and the Annex thereto, collectively, the “ Executive Order ”), or other governmental action relating to terrorism financing, terrorism support and/or otherwise relating to terrorism;

(ii) any agent, department, or instrumentality of, or any Person otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person that is the target of any sanctions programs administered and/or enforced by OFAC;

(iii) any Person that is otherwise blocked by or a target of United States economic sanctions;

(iv) any Person that (A) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) (the “ BSA ”), 18 U.S.C. §§ 1956 and 1957, the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “ Anti-Money Laundering Laws ”) or any U.S. economic sanctions violations, (B) is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. economic sanctions violations, (C) has been assessed civil penalties under any Anti-Money Laundering Laws or any U.S. economic sanctions, or (D) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws;

(v) any Person that (A) is owned or controlled by the government of Cuba, Iran, Sudan, Burma (Myanmar), North Korea, Syria, or the Crimea region of Ukraine, (B) is located in Cuba, Iran, Sudan, Burma (Myanmar), North Korea, Syria or the Crimea region of Ukraine, (C) does business in or with Cuba, Iran, Sudan, North Korea, Burma (Myanmar), Syria, or the Crimea region of Ukraine, (D) is otherwise blocked by or a target of United States economic sanction, and/or (E) does business with, in, or involving Persons that are (or are beneficially owned or Controlled by) any Person that falls under the immediately preceding clauses (A) , (B) , (C) and/or (D) .

(vi) any Person that is in violation of (A) the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), (B) the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010; or (C) has engaged or will engage in or has conspired or will conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or any statutes referred to in this definition of “Prohibited Person”.

“ Property ” means, individually, any of the 8273 Green Meadows Property, the 8288 Green Meadows Property, the 7001 Americana Property, the 3100 Creekside Property, the Shelby Property, the 3940 Stern Property, the 1875 Holmes Property, the 1355 Holmes Property, the 189 Seegers Property, the 11351 West 183rd Property, the 3500 Southwest Property, the 32 Dart Property, the 210 American Property, the 2401 Commerce Property, the 56 Milliken Property, the 1755 Enterprise Property, the 4 East Stow Property, the 4115 Thunderbird Property, the 7585 Empire Property, and the 11540 Mosteller Property. “ Properties ” means, collectively, two (2) or more, or all of, as the context may require, of the 8273 Green Meadows Property, the 8288 Green Meadows Property, the 7001 Americana Property, the 3100 Creekside Property, the Shelby Property, the 3940 Stern Property, the 1875 Holmes Property, the 1355 Holmes Property, the 189 Seegers Property, the 11351 West 183rd Property, the 3500 Southwest Property, the 32 Dart Property, the 210 American Property, the 2401 Commerce Property, the 56 Milliken Property, the 1755 Enterprise Property, the 4 East Stow Property, the 4115 Thunderbird Property, the 7585 Empire Property, and the 11540 Mosteller Property. The term “ Property ” or “ Properties shall exclude any Property that has been the subject of a “Release” pursuant to the Partial Release Agreement and the 11540 Mosteller Property until such time as the Future Advance has been funded.

“ Property Expenses ” means, with respect to any Property, the following costs and expenses (to be calculated without duplication) in respect of such Property, but only, in the case of costs and expenses in respect of goods and services, to the extent that such costs and expenses in respect of such Property (x) are paid to Persons that are generally in the business of providing such goods and services, (y) are reasonable for the types of goods or services provided in the geographical area in which such goods or services are provided and (z) do not constitute (A) payments of Loan Debt Service and Principal Indebtedness, (B) income and franchise taxes, (C) depreciation and amortization, or (D) expenses which are extraordinary in nature and would, under GAAP, be considered “non-recurring”:

(i) Impositions;

(ii) insurance premiums for policies of insurance required to be maintained by Borrowers with respect to such Property pursuant to this Agreement or the other Loan Documents;

(iii) the cost of all electricity, oil, gas, water, steam, heat, ventilation, air conditioning and any other energy, utility or similar item and overtime services with respect to such Property;

(iv) payments required under service contracts (including, without limitation, service contracts for heating, ventilation and air conditioning systems, elevators, landscape maintenance, pest extermination, snow and ice removal, cleaning, security, furniture, trash removal, answering service and credit checks);

(v) wages, benefits, payroll taxes, uniforms, the cost of cleaning supplies, insurance costs and all related expenses for on-site maintenance personnel (including, without limitation, general repair, maintenance and security employees), whether hired by Borrowers, Lender or any other Person;

(vi) costs required in connection with the enforcement of any Lease (including, without limitation, reasonable attorneys’ fees, charges for lock changes and storage and moving expenses for furniture, fixtures and equipment);

(vii) advertising and rent-up expenses (including, without limitation, leasing services, tenant rent concessions, promotions for existing and prospective tenants, banners and signs);

(viii) out-of-pocket cleaning, maintenance and repair expenses;

(ix) legal, accounting, auditing and other professional fees and expenses incurred in connection with the ownership, leasing and operation of any Property (including, without limitation, collection costs and expenses);

(x) Permits, licenses and registration fees and costs;

(xi) any expense necessary in order to prevent a breach under a Lease or Contract;

(xii) any expense necessary in order to prevent or cure a violation of any Legal Requirement (including applicable Environmental Law) in the ordinary course of business (excluding capital improvements);

(xiii) costs and expenses of any appraisals, valuations, surveys, inspections, environmental assessments or market studies;

(xiv) costs and expenses of security and security systems provided to and/or installed and maintained with respect to such Property;

(xv) intentionally omitted;

(xvi) fees and expenses of property managers contracted with by Borrowers to perform management, administrative, payroll or other services in connection with the operation of such Property (including, without limitation, the fees and expenses owed to any manager under any management agreement approved by Lender in accordance with this Agreement);

(xvii) any other costs and expenses approved in writing by Lender or contemplated by the Operating Budget and customarily incurred in connection with operating properties similar in type and character to such Property; and

(xviii) any other category of property expense that is customary for a property of the type and size as such Property.

Notwithstanding the foregoing, with respect to any Property, Property Expenses (i) shall include, without limitation, (1) a property management fee equal to the greater of (x) the actual cost under any management agreement approved by Lender and (y) three percent (3%) of Gross Revenue for such Property, and (2) a tenant improvement, leasing commission, and capital improvement reserve equal to $0.25 per rentable square foot per year, and (ii) Property Expenses shall be adjusted so that (w) payments of Property Expenses, including property taxes and assessments and insurance expenses, are spread out over the period during which they accrued, and are adjusted for any known future changes to any such expenses, (x) prepaid rents and other prepaid payments received are spread out over the periods during which such rents or payments are earned or credited against the applicable rent due, and (y) security deposits shall not be included as items of income until duly applied or earned and (z) any refunds or rebates to any costs or expenses shall be applied and credited against the applicable costs or expenses for the period that such costs or expenses were incurred.

“ Property Impositions ” means, with respect to any Property, the Impositions covered by the portion of clause (ii) or clause (iii) of the definition of the term “Impositions” in this Agreement that relates solely to such Property.

“ Property Management Agreement ” means (i) the Initial Property Management Agreement, or (ii) any replacement property management agreement entered into pursuant to and in accordance with Section 5.1.11 hereof.

“ Property Manager ” means (i) Initial Property Manager, or (ii) any replacement property manager entered into pursuant to and in accordance with Section 5.1.11 hereof.

“ Property Owning Entity ” shall have the meaning set forth in the definition of the term “Net Worth”.

“ Property Record Agreement ” means any reciprocal easement agreement, unilateral easement agreement, access agreement, right of way agreement, environmental remediation agreement, environmental land use restriction or similar agreement benefiting or burdening the Land or the Improvements.

“ Protective Advance(s) ” means any advance by Lender with respect to (i) the payment of any delinquent Impositions or insurance premiums owed with respect to any Property, (ii) except for any Permitted Encumbrances, the removal of any Lien or the defense of Borrowers’ or Lender’s title or interest thereto or of the validity, enforceability, perfection or priority of the Liens granted pursuant to the Security Documents and the other Loan Documents, (iii) the preservation of the value of any Property, including, without limitation, payments of water, heating, gas, electric and other utility bills, (iv) the payment of any maintenance, repair, tenant improvement or capital improvement costs or expenses that may be necessary to be incurred, including, without limitation, in connection with any Property, and/or (v) any other out-of-pocket payments made or expenses incurred by Lender (including actual out-of-pocket attorneys’ fees) in connection with Lender’s (or Lender’s agents) performance of Borrower’s obligations or the exercise of Lender’s rights and remedies under this Agreement or any other Loan Document, together with (in respect of all such costs and expenses described in the preceding clauses (i) through (v) ) interest thereon at the Default Rate.

“ Qualified Replacement Guarantor ” means any Person that (i) owns not less than fifty-one percent (51%) of the direct or indirect ownership interests in each Borrower, (ii) satisfies the Guarantor Minimum Net Worth Requirement and Guarantor Minimum Available Liquidity Requirement, either by itself or together with (x) any Guarantor that is not being replaced, and/or (y) any other Qualified Replacement Guarantor, (iii) has delivered to Lender bankruptcy, judgment, litigation, UCC, tax lien and Patriot Act searches, acceptable to Lender in its sole discretion, (iv) complies with the requirements described in Section 5.1.21 of this Agreement, (v) in the sole judgment of Lender, (x) such Person or, if such Person is an entity, the individuals who are the principals of or who control such Person, have a satisfactory history of owning, operating, managing and leasing property similar to the Properties, and (y) such Person or, if such Person is an entity, the individuals who are the principals of or who control such Person, have a satisfactory credit history and professional reputation and character, and (vi) if such Person is an entity, is an entity that complies with the foregoing conditions and is owned entirely by Persons acceptable to Lender, in Lender’s sole discretion, and (vii) executes a guaranty agreement in the form of the Non- Recourse Carveout Guaranty and an environmental indemnity agreement in the form of the Environmental Indemnity Agreement.

“ Receipt and Agreement ” shall mean that certain that certain Receipt and Agreement, dated as of the Closing Date, by and among Borrowers, Lender, Katten Muchin Rosenman LLP, Title Company, Permitted Mezzanine Lender, Sole Member, Windels Marx Lane & Mittendorf LLP, and Fidelity National Title Group, UCC Plus Division.

“ Receivables ” means, collectively, whether now owned or hereafter acquired, (i) any Accounts, Chattels, Chattel Paper, Instruments, Payment Intangibles, Documents, insurance policies, drafts, bills of exchange, trade acceptances, notes or other indebtedness owing to Borrowers from whatever source arising, (ii) to the extent not otherwise included above, (a) all income, Gross Revenue, issues, profits, revenues, deposits and other benefits from any Property and (b) all receivables and other obligations now existing or hereafter arising, or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of all or any portion of any Property or rendering of services by Borrowers or any operator or manager of any Property or other commercial space located at each Property or acquired from others (including, without limiting the generality of the foregoing, from rental of space, halls, stores, and offices, exhibit or sales space of every kind, license, lease, sublease and concession fees and rentals, health club membership fees, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance, (iii) all of the books and records (whether in tangible, electronic or other form) now or hereafter maintained by or on behalf of Borrowers in connection with the operation of each Property or in connection with any of the foregoing, and (iv) whether now owned or hereafter acquired, (A) all “supporting obligations” as defined in the UCC and (B) any other guarantee, letter of credit, secondary obligation, right or privilege that supports or pertains to each Property.

“ REIT Guarantor ” means PLYMOUTH INDUSTRIAL REIT, INC., a Maryland corporation.

“Released Property” shall have the meaning set forth in the Partial Release Agreement.

“ Rent Roll ” means one or more rent rolls that are substantially similar in form to the Rent Roll attached to the Lease Certificate.

“ Replacement Guaranties ” shall have the meaning set forth in Section 7.1(C)(2)(x) hereof.

“ Required Tenant ” means any tenant that occupies (in the aggregate, together with any Affiliates of such tenant) 100,000 square feet or more of rentable space at any one or more of the Properties. Each of the Required Tenants are referred to herein individually as a “Required Tenant” and collectively as the “Required Tenants”.

“ Reserve Agreement ” means collectively, the Reserve Agreement (TI/LC) and the Reserve Agreement (Immediate Repairs).

“ Reserve Agreement (Immediate Repairs) ” means that certain Reserve Agreement (Immediate Repairs), dated as of the Closing Date by and among Borrowers, Lender and Servicer, as the same may be modified, amended and/or supplemented from time to time.

“ Reserve Agreement (TI/LC) ” means that certain Reserve Agreement (TI/LC), dated as of the Closing Date by and among Borrowers, Lender and Servicer, as the same may be modified, amended and/or supplemented from time to time.

“ Safe-Harbor Lease(s) ” shall have the meaning set forth in Section 5.1.18(B) hereof.

“ Second Notice Request Date ” shall have the meaning set forth in Section 5.1.18(C) hereof.

“ Secured Obligations ” means the Principal Indebtedness and all interest accruing thereon, together with all other present and future obligations of Borrowers evidenced by or contained in the Notes, this Agreement, the Security Documents and all other Loan Documents, whether stated in the form of promises, covenants, representations, warranties, conditions, or prohibitions or in any other form, whether absolute or contingent, direct or indirect, joint, several or independent, now outstanding or owing or which may hereafter be existing or incurred, arising by operation of law or otherwise, due or to become due under the Loan Documents, and/or are in any way secured by any Property or any other Collateral now or hereafter provided to Lender as collateral for the Loan, including, without limitation, any Protective Advance. If the maturity of the Notes is accelerated, the Secured Obligations shall include an amount equal to any prepayment premium, yield maintenance premium or spread maintenance premium that would be payable under the terms of the Notes as if the Notes were prepaid in full on the date of the acceleration.

“ Security Document(s) ” means, individually or collectively, as the context may require, this Agreement, the Notes, the Mortgages, the Reserve Agreement, the Assignments of Leases and Rents, the Environmental Indemnity Agreement, the Guaranty Agreement, each UCC-1 Financing Statement and such other documents as Borrowers may, from time to time, execute to secure the Secured Obligations under this Agreement and the other Loan Documents.

“ Servicer ” means any one or more loan servicers (i) each selected and retained by Lender, pursuant to one or more servicing agreements each between Lender and such loan servicer, to perform servicing functions in respect of the Loan, (ii) to which Lender may delegate all or any portion of Lender’s responsibilities under the Notes, this Agreement and the other Loan Documents and (iii) in respect of which Lender has provided to Borrowers written notice of the name, address and contact information of each such loan servicer.

“ Shelby Borrower ” means PLYMOUTH SHELBY LLC, a Delaware limited liability company.

“ Shelby Mortgage A-1 ” means that certain Deed of Trust (A-1), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by Shelby Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ Shelby Mortgages ” means, collectively, the Shelby Mortgage A-1 and the Shelby Mortgage A-2.

“ Shelby Property ” means, the legally described parcels on Exhibit C-5 , together with all other “Property” as defined in the Shelby Mortgages.

“ Shelby Mortgage A-2 ” means that certain Deed of Trust (A-2), Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of the Closing Date, by Shelby Borrower for the benefit of Lender, encumbering the “Property” defined therein, as the same may be amended, supplemented or otherwise modified from time to time.

“ Sole Member ” means Plymouth Industrial 20 LLC, a Delaware limited liability company.

“ Sole Member Operating Agreement ” shall mean that certain Limited Liability Company Agreement of Sole Member, dated as of the date of this Agreement, made by and between Preferred Member and Plymouth Financial.

“ Subordination of Asset Management Agreement ” means that certain Subordination of Asset Management Agreement, dated as of the Closing Date, entered into by and among REIT Guarantor and Borrowers, as the same may be amended, supplemented or otherwise modified from time to time.

“ Subordination of Leasing Agreement(s) ” means, individually or collectively, as the case may require (i) that certain Subordination of Leasing Agreement between 3940 Stern Borrower and Cawley Chicago Commercial Real Estate, dated June 1, 2016, and (ii) any other subordination of listing agreement entered into by Borrowers and any leasing agent for the benefit of Lender in accordance with Section 5.1.11 hereof, in each case, as the same may be amended, supplemented or otherwise modified from time to time.

“ Subordination of Management Agreement ” means collectively, for each of the Properties (except for the 210 American Property), that certain Subordination of Management Agreement, dated as of the Closing Date, entered into by each Borrower and the specific Initial Property Manager for the applicable Property in accordance with Section 5.1.11 hereof, for the benefit of Lender, and any other subordination of management agreement entered into by any Borrowers and any Property Manager for the benefit of Lender in accordance with Section 5.1.11 hereof, as the same may be amended, supplemented or otherwise modified from time to time.

“ Survey ” means, a certified ALTA/ACSM survey of a Property prepared by a registered Independent surveyor, containing the form of survey or certification provided to Borrowers by Lender and in form and substance satisfactory to Lender prior to the Closing Date and the Title Company issuing the Title Insurance Policy for such Property.

“ Taking ” means a taking or voluntary conveyance during the term hereof of all or part of any Property, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Authority affecting any Property or any portion thereof whether or not the same shall have actually been commenced.

“ Termination Date ” means, the earliest of (x) the date that Borrowers tender to Lender, or Lender’s designee, deeds-in-lieu of foreclosure of all the Properties, subject to no title exceptions other than real estate taxes and assessments, the Permitted Encumbrances and such additional exceptions approved by Lender pursuant to the Loan Documents or that are otherwise acceptable to Lender in its reasonable discretion, together with such ancillary conveyances, releases in favor of Lender and other documentation that are customarily delivered in connection with a deeds-in-lieu transaction, all in form reasonably satisfactory to Lender, (y) the date that Borrowers tenders to Lender a stipulation to entry of judgment of foreclosure for all of the Properties, and (z) the date Lender, its affiliate, or any other party takes title to all of the Properties in connection with a foreclosure of the Mortgages. If Borrowers elect to deliver deeds-in-lieu of foreclosure in accordance with clause (x) above or stipulation to entry of judgment of foreclosure, Lender shall retain the right to determine whether to accept such deeds-in-lieu of foreclosure or a stipulation to entry of judgment of foreclosure or to proceed with non-judicial or judicial foreclosure proceedings and, upon Lender making such election, such Borrower shall execute and deliver to Lender appropriate deeds-in-lieu of foreclosure in accordance with clause (x) above or stipulation to foreclosure, as Lender shall have elected; provided however, that if Lender chooses to proceed with judicial or non-judicial foreclosure proceedings, the Termination Date shall nonetheless be the earliest of the date specified in clauses (x) , (y) and (z) above, provided further that if Borrowers thereafter fail to cooperate with Lender in respect of Lender’s exercise of any and all remedies available at law or in equity to Lender (including without limitation judicial or non-judicial foreclosure), then the Termination Date shall be the date specified in clause (z) .

“ Termination Fees ” shall have the meaning set forth in Section 5.1.18(D)(i) hereof.

“ Threshold Amount ” shall have the meaning set forth in Section 5.1.16(E) hereof.

“ Title Company ” shall have the meaning set forth in the definition of the term “Title Insurance Policy”.

“ Title Insurance Policy ” means, collectively, one or more Lender’s title insurance policies (i) issued by Commonwealth Land Title Insurance Company (the “ Title Company ”), which policy or policies shall be in form ALTA 2006 (with waiver of arbitration provisions) (with co-insurance or reinsurance as Lender may require), naming Lender as the insured party, (ii) insuring the applicable Mortgages as being a first and second priority Lien, respectively, upon the applicable Property (subject only to Permitted Encumbrances), (iii) showing no encumbrances against the applicable Property (whether junior or superior to the applicable Mortgages) that are not acceptable to Lender other than Permitted Encumbrances, (iv) in the aggregate amount of the Loan Amount, (v) including such endorsements as may be requested by Lender in form and substance acceptable to Lender, and (vi) otherwise in form and substance reasonably acceptable to Lender.

“ TLP Conversion ” shall mean the effectuation of a “TLP Conversion” as set forth in the TL Participation Agreement.

“ TL Participation Agreement ” shall mean that certain TL Participation Agreement, by and among Permitted Mezzanine Lender, Sole Member and Plymouth Financial, dated of the date hereof.

“ Torch Conerly ” shall mean Torch Conerly, LLC, a New York limited liability company.

“ Torchlight IV GP ” shall mean Torchlight Debt Opportunity IV GP, LLC, a Delaware limited liability company.

“ Torchlight Cayman Fund IV ” shall mean Torchlight Debt Opportunity Fund (Cayman) IV, L.P., a Cayman Islands limited partnership.

“ Torchlight Change of Control Event ” shall mean the failure of Plymouth Financial to redeem the Preferred Member’s membership interests in the Sole Member pursuant to the provisions of the organizational documents of Sole Member. For the avoidance of doubt, a TLP Conversion and/or a Preferred Equity Redemption shall not constitute a Torchlight Change of Control Event.

“ Torchlight Change of Control Event Remedy ” shall mean the removal of Plymouth Financial as the managing member of Sole Member and the substitution of Preferred Member as the managing member and/or sole member of Sole Member as a result of the Torchlight Change of Control Event.

“ Torchlight CIP ” shall mean Torchlight CIP, L.P. a Delaware limited partnership.

“ Torchlight Corporate Event ” shall mean (i) a Transfer that results in a successor to Torchlight Holdings or Torchlight Investors by amalgamation, merger, consolidation, reorganization, liquidation, exchange, redemption or other similar transactions, (ii) Transfers to any Person of all or substantially all of the assets of Torchlight Holdings, Torchlight Investors and/or Torch Conerly and (iii) any change of Control of Torchlight Holdings, Torchlight Investors and/or Torch Conerly.

“ Torchlight Fund IV ” shall mean Torchlight Debt Opportunity Fund IV, LLC, a Delaware limited liability company.

“ Torchlight Holdings ” shall mean Torchlight Holdings, LLC, a Delaware limited liability company.

“ Torchlight Investors ” shall mean Torchlight Investors, LLC, a Delaware limited liability company.

“ Trade Payable Cap ” shall have the meaning set forth in Section 7.2(A) hereof.

“ Trade Payable Financing ” shall have the meaning set forth in Section 7.2 hereof.

“ Transaction ” means the transactions contemplated by the Loan Documents.

“ Transaction Costs ” means all out-of-pocket costs and expenses of Lender paid or payable by Borrowers relating to the Transaction (including, without limitation, appraisal fees, legal fees and accounting fees and the costs and expenses described in Section 11.21 hereof).

“ Transfer ” means any conveyance, assignment, sale, mortgaging, encumbrance (other than a Permitted Encumbrance), pledging, hypothecation, granting of a security interest in, granting of options with respect to, or other disposition of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) all or any portion of any legal or beneficial interest (i) in all or any portion of any Property; or (ii) in the direct or indirect stock, partnership interests, membership interests or other ownership interests in any Borrower or any Borrower Owner Person and the term “ Transfer ” shall also include, without limitation to the foregoing, the following: an installment sales agreement wherein any Borrower agrees to sell any Property or any part thereof or any interest therein for a price to be paid in installments; an agreement by any Borrower leasing all or a substantial part of any Property to one or more Persons pursuant to a single or related transactions, or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s right, title and interest in and to any Property; the dissolution or termination of any Borrower or any Borrower Owner Person or the merger or consolidation of any Borrower or any Borrower Owner Person with any other Person.

“ Transfer Conditions ” shall have the meaning set forth in Section 7.1(C)(2) hereof.

“ Uncontrollable Expense ” shall mean (i) utility charges and (ii) insurance premiums, in each case to the extent necessary to preserve the Improvements and the Properties.

“ UCC ” means, with respect to any Collateral, the Uniform Commercial Code as in effect from time to time in the jurisdiction in which such Collateral is located.

“ UCC-1 Financing Statement(s) ” means, individually or collectively, as the context may require, any UCC-1 Financing Statement filed in connection with securing the indebtedness evidenced by the Loan Documents.

“ Upper Tier Torchlight Entities ” shall mean, Bay Point TRS, Torchlight Holdings, Permitted Mezzanine Lender, Torchlight Fund IV, Torchlight IV GP, Torchlight Investors, Torchlight CIP, Torch Conerly, and Torchlight Cayman Fund IV. “ Upper Tier Torchlight Entity ” shall mean any one of the Upper Tier Torchlight Entities.

“ USLIC ” shall have the meaning set forth in the introductory paragraph of this Agreement.

“ USLIC Note ” means that certain Promissory Note (USLIC) of even date herewith from Borrowers, payable to the order of USLIC, in the maximum original principal amount of up to $9,960,000.00, together with all amendments, modifications, supplements, renewals and extensions of such promissory note. All terms and provisions of the USLIC Note are incorporated by this reference in this Agreement. The entire outstanding principal balance, and all other amounts due under the USLIC Note, this Agreement, the Mortgages and the other Loan Documents, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.

“ U.S. Person ” means any United States citizen, any entity organized under the laws of the United States or its constituent states or territories, or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories.

“ Welfare Plan ” means an employee welfare benefit plan as defined in Section 3(1) of ERISA established or maintained by any Borrower or any ERISA Affiliate or with respect to which any Borrower or any ERISA Affiliate has an obligation to make contributions and covers any current or former employee of any Borrower or any ERISA Affiliate.

“ Withdrawal Liability ” means any liability described and calculated under Subtitle E of Title IV of ERISA arising from a complete or partial withdrawal from a Multiemployer Plan.

“ Wright Guaranty ” means that certain Limited Guaranty Agreement, dated as of the Closing Date, given by Daniel C. Wright to and for the benefit of Lender, as the same may be amended, supplemented or otherwise modified from time to time.

“ Zoning Report(s) ” means individually or collectively, as the case may require, each of the Zoning Reports set forth on Schedule 3 attached hereto.

ARTICLE 2 GENERAL TERMS

2.1 Loan . Lender shall make the Loan to Borrowers in accordance with this Article 2 and in accordance with the other terms and conditions of this Agreement, the Notes and the other Loan Documents. The Future Advance, if any, shall be made pursuant to the terms of the Future Advance Agreement. The Loan shall be due and payable in accordance with the terms, covenants and conditions of the Notes, which are hereby incorporated herein by reference. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be re-borrowed.

2.2 Security for the Loan . The Secured Obligations and all obligations of Borrowers under the Notes and the obligations of Borrowers hereunder and under all other Loan Documents shall be secured by the Security Documents and the other Loan Documents.

2.3 Borrowers’ Notes . The obligation of Borrowers to pay the principal amount of, and interest on, the Loan and other amounts due under the Loan Documents shall be evidenced by the Notes, duly executed and delivered by Borrowers as of the Closing Date. The Notes shall be payable as to principal, interest and other amounts due under the Loan Documents, as specified in the Notes, with a final maturity on the Maturity Date as set forth in the Notes.

2.4 Principal and Interest .

2.4.1 Borrowers shall pay to Lender interest on the Loan at the Original Interest Rate, the New Rate or the Default Rate, as applicable, and, in each case pursuant to and in accordance with the terms and provisions of the Notes. The entire Principal Indebtedness, together with all accrued but unpaid interest thereon and all other amounts due relating to the Loan under the Loan Documents, shall be due and payable by Borrowers to Lender in accordance with this Agreement, the Notes and the other Loan Documents, as applicable.

2.4.2 On the Maturity Date, Borrowers shall pay to Lender the entire Principal Indebtedness, together with all accrued but unpaid interest on the Principal Indebtedness and all other amounts due hereunder or under the other Loan Documents, together with all accrued but unpaid interest thereon, if any, in accordance with the provisions of the Notes and the other Loan Documents, as applicable.

2.4.3 In the event of a payment under this Agreement or any other Loan Document is not paid when due, other than the principal repayment at the Maturity Date, Borrowers shall pay a late fee or late charge in accordance with the provisions of the Notes.

2.5 Prepayment .

2.5.1 As more particularly provided in the Notes, Borrowers may voluntarily prepay the Loan in whole (but not in part except either pursuant to the provisions of the Notes applicable to prepayments in connection with the application by Lender of any insurance proceeds or condemnation awards to the Principal Indebtedness or pursuant to the provisions of the Partial Release Agreement) following the Lockout Expiration Date (as defined in the Notes) on any date pursuant to and in accordance with the terms and provisions as set forth in the Notes; provided , however, that Borrowers shall be required to pay to Lender an amount equal to all accrued interest through the next Payment Date, and all other amounts outstanding under the Loan Documents at the time of such prepayment, together with any such prepayment. Amounts prepaid may not be re-borrowed.

2.5.2 Upon payment or prepayment of the Loan in full or in part, Borrowers shall pay to Lender, in addition to the amounts specified in this Section 2.5 and in accordance with the Notes, all interest and all other amounts (including applicable yield maintenance or prepayment premiums) then due and payable to Lender pursuant to the Loan Documents.

2.6 Default Rate Accrual on Amounts Owed .

2.6.1 Any Protective Advance or any other out-of-pocket payments made or expenses (including out-of-pocket attorneys’ fees) incurred by Lender in connection with Lender’s (or Lender’s agents) performance of Borrowers’ obligations or the exercise of Lender’s rights and remedies under this Agreement or any other Loan Document shall accrue interest thereon at the Default Rate from the date that any such Protective Advance or payment is made by Lender, or the date that such expense is incurred by Lender, as applicable, until the date that such amounts (together with the applicable interest thereon at the Default Rate) are actually paid to Lender by Borrowers. All amounts payable under this Section 2.6.1 shall (i) constitute part of the Secured Obligations and (ii) be immediately due and payable by Borrowers to Lender.

2.6.2 In the event that Borrowers fail to pay any Loan Debt Service payments or other amount payable under the Notes or any other Loan Document on the due date therefor, such unpaid amount and all Principal Indebtedness shall accrue interest thereon at the Default Rate from the due date thereof until the date that such amount (together with the applicable interest thereon at the Default Rate) is actually paid to Lender by Borrowers. All amounts payable under this Section 2.6.2 shall (i) constitute part of the Secured Obligations and (ii) be immediately due and payable by Borrowers to Lender.

2.6.3 In the event that Borrowers fail to pay any amount payable under any of the Loan Documents (other than any amounts set forth in Section 2.6.1 or Section 2.6.2 hereof), and there is no due date therefor under the Loan Documents, such unpaid amount shall accrue interest thereon at the Default Rate from the date of Lender’s demand for such amount until the date that such amount (together with the applicable interest thereon at the Default Rate) is actually paid to Lender by Borrowers. All amounts payable under this Section 2.6.3 shall (i) constitute part of the Secured Obligations and (ii) become due and payable ten (10) days after written demand by Lender.

2.6.4 Notwithstanding anything to the contrary in this Section 2.6 , if any Event of Default shall occur, then during the continuance of such Event of Default, interest shall accrue on the Principal Indebtedness at the Default Rate.

2.7 Application of Payments After Event of Default . All amounts relating to any repayments of the Loan after the occurrence of an Event of Default shall be applied by Lender, in Lender’s sole discretion, to amounts then outstanding under the Notes, this Agreement and the other Loan Documents (including, without limitation, costs and expenses of Lender, reimbursable pursuant to the terms of the Notes, this Agreement or the other Loan Documents arising as a result of such repayment, any accrued and unpaid interest then payable with respect to the Loan or the portion thereof being repaid, the Principal Indebtedness or the portion thereof being repaid, and any other sums then due and payable to or for the benefit of Lender pursuant to this Agreement or any other Loan Document).

2.8 Method and Place of Payment to Lender . Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Notes shall be made to Lender not later than 2:00 p.m. New York City time, on the date when due and shall be made in lawful money of the United States of America by wire transfer in federal or other immediately available funds to the account identified on Exhibit B attached hereto and made a part hereof or such other accounts as may be designated in writing, from time to time, by Lender. Any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day. Lender shall notify Borrowers in writing of any changes in the account to which payments are to be made at least two (2) Business Days prior to the date when a payment is due hereunder. All payments made by Borrowers hereunder, or by Borrowers under the other Loan Documents, shall be made irrespective of, and without any deduction for, any set-offs or counterclaims. Whenever any payment to be made under the Notes shall be stated to be due on a day other than a Business Day, such payment may be made on the next succeeding Business Day.

2.9 Taxes . All payments made by Borrowers under the Notes, this Agreement and the other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (other than any Lender Taxes).

2.10 Release of Collateral . Upon indefeasible repayment of the Secured Obligations, and upon the performance of all of the obligations of Borrowers hereunder and under the other Loan Documents, in full in accordance with the terms hereof and thereof, Lender shall, promptly after such payment and performance, and at the sole cost and expense of Borrowers, release or cause to be released all Liens with respect to all Collateral, or at Borrowers’ request, assign such Liens with respect to all or certain Collateral as Borrowers may request pursuant to an assignment or other documentation in form and substance approved by Lender in Lender’s sole and absolute discretion.

2.11 Financing Statements; Further Assurances . Borrowers hereby authorize the filing of any financing statements (including, without limitation, any UCC-1 Financing Statement) or continuation statements, and amendments to financing statements, in any jurisdictions and with any recording and/or filing offices that Lender may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to Lender in connection herewith. Such financing statements shall describe the collateral in substantially the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith or may contain an indication or description of collateral that describes such property in any other manner that Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Lender in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property” of Borrowers whether now owned or hereafter acquired. From time to time, at the expense of Borrowers, Borrowers shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to continue the perfection and protection of the pledge and security interest granted or purported to be granted hereby.

2.12 Security Agreement .

2.12.1 Pledge of Account . To secure the full and punctual payment and performance of all of the Secured Obligations, Borrowers hereby assign, convey, pledge and transfer to Lender as secured party, and grant Lender a first and continuing security interest in and to, the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the “ Account Collateral ”):

(i) all of the right, title and interest of Borrowers and any Property Manager (if any) in and to the Accounts and all Money, if any, from time to time deposited or held in the Accounts or purchased with funds or assets on deposit;

(ii) all of the right, title and interest of Borrowers in and to interest, dividends, Money, Instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any of the foregoing until such time as such items are indefeasibly disbursed from the Accounts; and

(iii) to the extent not covered by clause (i) or clause (ii) above, all of the right, title and interest of Borrowers in Proceeds of any or all of the foregoing until such time as such items are indefeasibly disbursed from the Accounts.

2.12.2 Covenants . The Accounts, pursuant to and in accordance with the Cash Collateral Agreement, shall be under the sole dominion and control, and the “control” within the meaning of Section 9-104 and Section 9-106 of the UCC, of Lender. The Account Collateral shall be subject to such Legal Requirements, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking authority or Governmental Authority, as may now or hereafter be in effect, and to the rules, regulations and procedures of Lender relating to demand deposit accounts generally from time to time in effect.

2.12.3 Transfers and Other Liens . Borrowers shall not sell or otherwise dispose of any of the Account Collateral other than pursuant to the terms of this Agreement and the other Loan Documents, or create or permit to exist any Lien upon or with respect to all or any of the Account Collateral, except for the Lien granted to Lender, and the rights of the institution acting as Lender, under or as contemplated by this Agreement.

2.12.4 No Waiver . Every right and remedy granted to Lender under this Agreement or by law may be exercised by Lender at any time and from time to time, and as often as Lender may deem it expedient. Until such time as all Secured Obligations are fully and indefeasibly satisfied, any and all of Lender’s rights with respect to the pledge of and security interest in the Account Collateral granted hereunder shall continue unimpaired, and to the extent permitted by law, Borrowers shall be and remain obligated in accordance with the terms hereof, notwithstanding (i) any proceeding of Borrowers (or any of them) under the United States Bankruptcy Code or any bankruptcy, insolvency or reorganization laws or statutes of any state, (ii) the release or substitution of Account Collateral at any time, or of any rights or interests therein or (iii) any delay, extension of time, renewal, compromise or other indulgence granted by Lender in the event of any Default or Event of Default with respect to the Account Collateral or otherwise hereunder. No delay or extension of time by Lender in exercising any power of sale, option or other right or remedy hereunder, and no notice or demand which may be given to or made upon Borrowers (or any of them) by Lender, shall constitute a waiver thereof, or limit, impair or prejudice Lender’s right, without notice or demand, to take any action against any Borrower or to exercise any other power of sale, option or any other right or remedy.

2.12.5 Lender Appointed Attorney-In-Fact . Each Borrower hereby irrevocably constitutes and appoints Lender as such Borrower’s true and lawful attorney-in-fact, with full power of substitution, at any time after the occurrence and during the continuation of an Event of Default, to execute, acknowledge and deliver any instruments and to exercise and enforce every right, power, remedy, option and privilege of such Borrower with respect to the Account Collateral, and do in the name, place and stead of such Borrower, all such acts, things and deeds for and on behalf of and in the name of such Borrower with respect to the Account Collateral, that such Borrower could or might do or which Lender may deem necessary or desirable to more fully vest in Lender the rights and remedies provided for herein with respect to the Account Collateral and to accomplish the purposes of this Agreement. The foregoing powers of attorney are irrevocable and coupled with an interest and shall terminate upon indefeasible repayment of the Secured Obligations in full.

2.12.6 Continuing Security Interest; Termination . This Section 2.12 shall create a continuing pledge of and security interest in the Account Collateral and shall remain in full force and effect until indefeasible payment in full of the Secured Obligations. Upon indefeasible payment in full of the Secured Obligations, Borrowers shall be entitled to the return, upon Borrowers’ request and at Borrowers’ expense, of such of the Account Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof, and, upon indefeasible payment in full of the Secured Obligations, Lender shall release any funds then held by Lender in Accounts established by Borrowers with Lender pursuant to this Agreement and shall execute such instruments and documents as may be reasonably requested by Borrowers to evidence such termination and the release of the pledge and security interest granted hereunder or under the other Loan Documents; provided , however , that Borrowers shall simultaneously pay on demand upon presentation of invoices, all of Lender’s expenses in connection therewith (including out-of-pocket attorneys’ fees, costs and expenses, and including, without limitation, any disbursements).

2.12.7 Right of Set-off . Prior to the existence of an Event of Default, Lender waives any and all rights Lender may have at law or otherwise to set off or make any claim against the Account Collateral, except, with respect to any checks returned for insufficient funds, and the payment of Lender’s fees and expenses due under this Agreement (including out-of-pocket attorney’s fees and disbursements) for the maintenance of the Account Collateral.

2.13 Mortgage Recording Taxes . On the Closing Date, Borrowers shall have paid all state, county and municipal recording and all other taxes, if any, imposed upon the execution and recordation of each of the Mortgages on the applicable Property.

2.14 Permitted Uses of Loan . The proceeds of the Loan shall be used solely for the following: (i) the payment of closing costs payable on the Closing Date, (ii) the refinancing of any Indebtedness secured by any Property (or portion thereof) prior to the date hereof, and (iii) the payment of such other costs and amounts set forth on a settlement statement prepared upon the closing of the Loan and approved by Lender.

2.15 General Interest Provisions . In the event that any Legal Requirement, any change therein or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority:

(i) does or shall hereafter subject Lender to any tax or other Imposition of any kind whatsoever (other than any Lender Taxes) with respect to any Property or the Collateral, the Loan, this Agreement, the Notes or any other Loan Document, or change the basis of taxation of payments to Lender of principal, commitment fee, deposit, interest or any other amount payable hereunder or under any other Loan Document (except for changes in the rate of any Lender Taxes) and such incremental increase is actually paid;

(ii) does or shall hereafter impose, modify or apply any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender;

(iii) does or shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material; or

(iv) does or shall hereafter impose on Lender any other condition; and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder,

then, in any such case, Borrowers shall promptly pay Lender upon demand any additional amounts necessary to compensate Lender for any additional tax, requirement, reduction in rate of return, Imposition, cost or expense or reduced amount receivable in respect of the Loan that results from any of the foregoing provisions of this Section 2.15 . If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.15 Lender shall, in reasonable detail, notify Borrowers in writing promptly of the event by reason of which Lender has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount in respect of the Loan. Such written notice as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrowers (together with such reasonable detailed supporting information) shall be conclusive in the absence of manifest error. In the event Borrowers are unable to pay such amounts, either for economic reasons or because the legal provisions or decisions creating any applicable Imposition forbid Borrowers from doing so, then the Loan will, at Lender’s option, become due and payable in full upon sixty (60) days’ notice to Borrowers, and Borrowers shall repay the Principal Indebtedness, plus all accrued and unpaid interest, together with all other amounts outstanding under the Loan Documents, in accordance with the prepayment provisions set forth in Section 2.5 hereof and in the Notes.

ARTICLE 3 CONDITIONS PRECEDENT

3.1 Conditions Precedent to Effectiveness . This Agreement shall become effective on the date that all of the following conditions shall have been satisfied (or waived in accordance with Section 11.4 ) (the “ Closing Date ”):

3.1.1 Loan Documents . Borrowers, Guarantors and Lender shall have executed and delivered each of the applicable Loan Documents to which it is intended to be a party. Borrowers shall have caused all other Persons that are intended to be parties to the Loan Documents to execute and deliver such Loan Documents.

3.1.2 Opinions of Counsel . Lender shall have received from counsel to Borrowers and Entity Guarantors, one or more legal opinions addressed to Lender and its successors and assigns, dated as of the Closing Date, and in form, scope and substance reasonably satisfactory to Lender and its counsel, with respect to corporate, limited liability company and partnership matters, enforceability of the Loan Documents and such other customary opinions as may be required by Lender or its counsel.

3.1.3 Organizational Documents; Resolutions . Lender shall have received the fully completed Governing Documents Certificate with all exhibits and schedules attached.

3.1.4 Additional Matters . Lender shall have received such other certificates, documents and instruments relating to the Loan as may have been reasonably requested by Lender. All corporate, limited liability company, partnership and other organizational proceedings, all other documents (including, without limitation, all documents referred to herein and not appearing as exhibits hereto) and all legal matters in connection with the Loan shall be reasonably satisfactory in form and substance to Lender.

3.1.5 Transaction Costs . Borrowers shall have paid (or shall pay on the Closing Date) all Transaction Costs in accordance with the provisions of Section 11.21 .

3.1.6 No Default or Event of Default . No Default or Event of Default shall have occurred and be continuing on the Closing Date.

3.1.7 No Injunction . No law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or threatened (in writing), that, in the reasonable business judgment of Lender, would enjoin, prohibit or restrain the making or repayment of the Loan or the consummation of the Transaction or result in a Material Adverse Effect.

3.1.8 Representations and Warranties . The representations and warranties herein and in the other Loan Documents shall be true and correct on the Closing Date.

3.1.9 Survey . Lender shall have received a Survey for each Property, and each such survey shall be in form and substance satisfactory to Lender.

3.1.10 Financial Information . Borrowers and Guarantors shall have delivered financial statements, reports and documentation in form and substance satisfactory to Lender.

3.1.11 Appraisal . Lender shall have received an Appraisal with respect to each Property, and each such Appraisal shall be in form and substance satisfactory to Lender.

3.1.12 Insurance . Lender shall have received certificates of insurance demonstrating insurance coverage in respect of each Property of types, in amounts, with insurers and otherwise in compliance with the terms, provisions and conditions set forth in this Agreement and the Insurance Agreement, and otherwise in form and substance reasonably satisfactory to Lender. Such certificates shall indicate, among other things, that Lender is a named additional insured and shall contain a loss payee endorsement in favor of Lender with respect to each property policy required to be maintained under this Agreement and the Insurance Agreement.

3.1.13 Title Insurance Policy . Lender shall have received a final Title Insurance Policy (in form and substance satisfactory to Lender) covering each Property with an aggregate amount of insurance equal to the Loan Amount.

3.1.14 Lien Search Reports . Lender shall have received satisfactory reports of UCC, tax lien, bankruptcy, judgment and litigation searches and title updates conducted by search firms and/or title companies acceptable to Lender with respect to the Collateral, each Borrower, Guarantors and each other Borrower Control Person, and each Borrower Owner Person designated by Lender, such searches to be conducted in such locations as Lender shall require.

3.1.15 Consents, Licenses, Approvals, etc. Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrowers, Guarantors and each other Borrower Control Person, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

3.1.16 Appointment of Agent for Service of Process . Lender shall have received and approved a letter appointing (and accepted by) The Corporation Trust Company as agent for service of process for each Borrower and Guarantors.

3.1.17 Other Conditions Satisfied . Each of the other conditions precedent required to be satisfied on the Closing Date, and each of the other documents to be delivered on the Closing Date in accordance with the Loan Documents, shall have been properly satisfied and delivered in accordance with the relevant provisions thereof.

3.1.18 Zoning Reports . Lender shall have received a zoning report for each Property certified to Lender stating that each such Property is in compliance with all applicable zoning laws, rules and regulations and shall otherwise be in form and substance satisfactory to Lender.

3.1.19 L oan Documents and Related Matters . All of the Loan Documents to which any Borrower or Guarantor is a party, whether or not referred to in this Article 3 , unless otherwise specified, shall be delivered to Lender, and shall be in form and substance satisfactory to Lender.

3.1.20 No Material Adverse Effect . There shall have been no Material Adverse Effect in respect of any Property, any Borrower, Guarantors or any other Borrower Control Person.

3.1.21 No Litigation . There shall be no pending or threatened (in writing) litigation against any Borrower, Guarantors or any other Borrower Control Person, or involving any Property that could have a Material Adverse Effect, that has not been previously disclosed to Lender and approved by Lender in writing.

3.2 Intentionally Omitted.

3.3 Acceptance of Borrowings . The acceptance by Borrowers of the proceeds of the Loan on the Closing Date shall constitute a representation and warranty by Borrowers to Lender that all of the conditions to be satisfied under Section 3.1 in connection with the making of the Loan have been satisfied or waived in accordance with Section 11.4 .

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties as to Borrowers . Each Borrower hereby represents and warrants, as of the Closing Date and upon any date of any reaffirmation or recertification, that:

4.1.1 Due Authorization . Each individual who executes any of the Loan Documents on behalf of any Borrower has been duly authorized to do so by all necessary corporate, partnership, limited liability company or other action, as may be applicable, on the part of Borrower. On or prior to the Closing Date, each Borrower has obtained all consents and approvals required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents.

4.1.2 Organizational Structure; Authorization; No Conflict .

(i) Each Borrower (a) is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) is authorized to do business under the laws of the applicable state in which the Property or Properties owned by such Borrower is located, (c) is a Person that complies with the provisions of Section 5.1.14 hereof, (d) is the sole owner of the applicable Property, and (e) has the tax identification number identified on the Form W-9 delivered to Lender by such Borrower on or prior to the date hereof.

(ii) Sole Member is (a) a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) a Person that complies with the provisions of Section 5.1.14 hereof, and (c) the sole owner of one hundred percent (100%) of the ownership interests in each Borrower and the sole managing member of each Borrower.

(iii) A true, complete and correct organizational chart of the Borrowers identifying all of the holders of direct and indirect interests in each Borrower is attached hereto as Exhibit A .

(iv) The execution, delivery and performance by each Borrower Control Person of the Loan Documents to which such Borrower Control Person is a party, and the creation of the Liens provided for in this Agreement and the other Loan Documents (a) are within the corporate, partnership or limited liability company (as applicable) power and authority of such Borrower Control Person, (b) have been duly authorized by all necessary action of all necessary Borrower Control Persons and Governmental Authorities, and will not violate any order of any court or other Governmental Authority, (c) will not violate any provision of the Organizational Documents of such Borrower Control Person, (d) will not contravene any indenture or agreement or other instrument, or contractual or other restriction or Legal Requirement binding on or affecting such Borrower Control Person, and (e) will not conflict with or result in or require the creation of any Lien of any nature whatsoever (other than pursuant to the Loan Documents) upon or with respect to any Property or any of the properties or assets of such Borrower Control Person. Each Borrower Control Person has obtained all consents and approvals required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents to which such Borrower Control Person is a party. Other than those obtained or filed on or prior to the Closing Date, no Borrower Control Person is required to obtain any consent, approval or authorization from, or to file declaration or statement with, any Governmental Authority or other agency in connection with or as a condition to the execution, delivery or performance of this Agreement, the Notes or the other Loan Documents executed and delivered by any Borrower Control Person.

4.1.3 Taxes . Each Borrower Control Person has (i) filed all tax returns required to have been filed (or is within any properly-filed extension period) by such Borrower Control Person under the Legal Requirements, and (ii) paid all taxes that are due and payable by such Borrower Control Person or that have been assessed against such Borrower Control Person, as applicable.

4.1.4 Single Purpose Entity . Each of the Borrowers and Sole Member are single purpose entities and comply with the single purpose entity requirements set forth in Section 5.1.14 hereof.

4.1.5 Enforceability . This Agreement, and each other Loan Document to which any Borrower Control Person is a party will, when delivered hereunder, be legal, valid and binding obligations of such Borrower Control Person enforceable against such Borrower Control Person in accordance with its respective terms, except as limited by equitable principles and bankruptcy, insolvency and similar laws affecting creditors’ rights. This Agreement, the Notes and such other Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by any Borrower Control Person (including the defense of usury), and no Borrower Control Person has asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.6 Litigation . Except as may have been previously disclosed to Lender in litigation searches delivered to Lender in connection with the closing of the Loan, there is no pending or, to Borrowers’ knowledge, threatened, litigation, action, proceeding or investigation before any court, governmental or quasi-governmental, arbitrator or other authority, including, without limitation, any condemnation proceeding, against (i) any Borrower Control Person that is reasonably likely to have a Material Adverse Effect, (ii) any Borrower, (iii) Guarantors, or (iv) any Property.

4.1.7 Defaults of Borrower Control Person . None of Borrowers, Guarantors nor any of the other Borrower Control Persons are in default (beyond the applicable notice and cure periods) in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which any Borrower, Guarantors or any other Borrower Control Person or any Collateral, or any of the other properties or assets of any Borrower, Guarantors or any other Borrower Control Person is bound, that is reasonably likely to have a Material Adverse Effect. No Borrower Control Person is a party to any agreement or instrument or subject to any restriction that is reasonably likely to have a Material Adverse Effect.

4.1.8 No Bankruptcy Filing . No Borrower Control Person is contemplating either the filing of a petition by it under any Bankruptcy Law or the liquidation of all or a major portion of its respective assets or property. To Borrowers’ knowledge, no Person is contemplating the filing of any such petition against any Borrower Control Person. No part of any Property or the Collateral is in the hands of a receiver, no application for a receiver is pending with respect to any portion of any Property or the Collateral, and no part of any Property or other Collateral is subject to any foreclosure or similar proceeding. No Borrower Control Person has made any assignment for the benefit of creditors, nor has any Borrower Control Person filed, or had filed against it, any petition in bankruptcy.

4.1.9 Solvency . Giving effect to the transactions contemplated hereby, the fair saleable value of each Borrower’s assets, taken as a whole, exceeds and will, immediately following the making of the Loan, exceed such Borrower’s total liabilities (including, without limitation, subordinated, unliquidated, disputed and contingent obligations of such Borrower). Each Borrower’s assets, do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out the business of such Borrower as conducted or as proposed to be conducted. No Borrower (x) intends to, or (y) believes that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of the obligations of any such Borrower).

4.1.10 Other Debt . Except for the Loan and any Permitted Indebtedness, Borrowers have not borrowed or received other debt financing whether unsecured or secured by any Property or any part thereof.

4.1.11 Full and Accurate Disclosure . No statement of fact made by or on behalf of any Borrower Control Person in this Agreement or in any of the other Loan Documents contains any untrue statement of material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no fact known to any Borrower that has not been disclosed to Lender that is likely to result in a Material Adverse Effect.

4.1.12 Financial Information . All financial data concerning the Borrower Control Persons, each Property and the other Collateral that has been delivered by or on behalf of any Borrower Control Person to Lender is true, complete and correct in all material respects and has been prepared in accordance with GAAP, consistently applied. Since the delivery of such data to Lender, except as otherwise disclosed in writing to Lender, there has been no material adverse change in the financial condition of any Borrower Control Person, each Property, or in the results of operations of any Borrower Control Person. None of the Borrower Control Persons have incurred any material obligation or liability, contingent or otherwise, not reflected in such financial data to Lender.

4.1.13 Investment Company Act; Public Utility Holding Company Act . None of the Borrower Control Persons are (i) an “investment company”, an “affiliated person” of, “promoter” or “principal” underwriters for or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to any other Legal Requirements that purports to restrict or regulate its ability to borrow money in accordance with this Agreement.

4.1.14 Compliance with Legal Requirements . Each Borrower Control Person is in compliance with all applicable Legal Requirements, and no Borrower Control Person has received any written notice that any Borrower Control Person or any Property is in violation of any Legal Requirement. Each Property is in compliance (or, with respect to zoning ordinances and codes, is deemed legally nonconforming) with all applicable Legal Requirements.

4.1.15 No Defaults . No Default or Event of Default exists under or with respect to any Loan Document.

4.1.16 Plans and Welfare Plans; ERISA . The assets of Borrowers (or any of them) are not treated as “plan assets” under regulations currently promulgated under ERISA. Each Plan, and, to the best knowledge of each Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, its terms and the applicable provisions of ERISA, the Code and any other federal or state law. There are no pending issues or claims before the Internal Revenue Service, the United States Department of Labor or any court of competent jurisdiction related to any Plan or Welfare Plan. No ERISA Event has occurred, and there exists no condition or set of circumstances, in connection with any Plan or Welfare Plan under which any Borrower or, to the best knowledge of any Borrower, any ERISA Affiliate, directly or indirectly (through an indemnification agreement or otherwise), is reasonably likely to be subject to any material risk of liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code. No Welfare Plan provides or will provide benefits, including, without limitation, death or medical benefits (whether or not insured) with respect to any current or former employee of any Borrower, or, to the best knowledge of any Borrower, any ERISA Affiliate beyond his or her retirement or other termination of service other than (i) coverage mandated by Legal Requirements, (ii) death or disability benefits that have been fully provided for by fully paid up insurance or (iii) severance benefits. Each Borrower currently complies with ERISA. Neither the making of the Loan nor the exercise by Lender of any of Lender’s rights under the Loan Documents constitutes or will constitute a non-exempt, prohibited transaction under ERISA or Section 4975 of the Code.

4.1.17 Borrowers’ Names . The full legal name of each Borrower is as set forth on the signature page hereof. No Borrower does any business under any other name (including any trade-name or fictitious business name).

4.1.18 No Foreign Person or Prohibited Person; Source of Funds . Neither any Borrower nor any Guarantor (i) is a “foreign person” within the meaning of § 1445(f)(3) and 7701 of the Code, (ii) is a Prohibited Person, or (iii) receives more than five percent (5%) of its revenue or capital from business conducted in or with countries sanctioned by the U.S. Treasury Department of Foreign Assets Control, except in connection with “Country Sanction Programs” promulgated thereby.

4.1.19 Labor Matters . No Borrower is a party to any collective bargaining agreements.

4.2 Representations and Warranties as to each Property . Each Borrower hereby represents and warrants to Lender that, as of the Closing Date:

4.2.1 Title to Each Property . Each Borrower owns good, marketable and indefeasible fee simple title in and to the applicable Property, free and clear of all Liens other than the Permitted Encumbrances. Each Borrower is the sole and absolute owner of the Chattels, the Intangible Personalty and the other Collateral in respect of the applicable Property free and clear of all Liens other than Permitted Encumbrances. Except as set forth in the Lease Certificate, there are no outstanding purchase options, purchase contracts or agreements, rights of first refusal, or rights of first offer, in each case, with respect to the purchase of any Property (or any portion thereof), whether written or oral, and there are no other restrictions on transferability affecting any Property. No Borrower has received any written notice from any Governmental Authority having jurisdiction over any Property as to any violation of any applicable Legal Requirement No Borrower has received any written notice from any insurance company or inspection or rating bureau setting forth any requirements as a condition to the continuation of any insurance coverage on or with respect to any Property or the continuation thereof at premium rates existing at present, which, in either case, has not been remedied or satisfied.

4.2.2 Utilities and Public Access . Each Property has direct access to public streets or roadways in each case adequate to meet the needs of the Improvements and no Borrower has any knowledge of any plans by any Governmental Authority to change the highway or road system in the vicinity of any Property or to restrict or change access from any such public street or roadway. Each Property is or will be served by water, electric, sanitary sewer and storm drain facilities, in each case, adequate to meet the needs of the Improvements. All public utilities necessary to the use and enjoyment of each Property are located in the public right-of-way abutting such Property, including, but not limited to, water supply, storm and sanitary sewer facilities, natural gas, electric and telephone facilities, cable television facilities and high speed internet access facilities, and all such utilities are or shall be connected so as to serve each Property without passing over other property except for land or easement areas of or available to the utility company providing such utility service. The Property Record Agreements, if any, are in full force and effect, and there are no defaults thereunder by any Borrower or any other party, and no conditions exist which with the passage of time and/or notice would constitute defaults thereunder. All amounts due and payable by any Borrower under any Property Record Agreement have been paid.

4.2.3 Condemnation . No Taking has been commenced or to the knowledge of any Borrower has been threatened in writing with respect to all or any portion of any Property or for the relocation of roadways providing access to any Property.

4.2.4 Insurance . All insurance policies held by Borrowers relating to or affecting any Property are in full force and effect. No Borrower has received any written notice of default or notice terminating or threatening in writing to terminate any such insurance policies.

4.2.5 Environmental Compliance .

A. Except as disclosed in the Environmental Reports, each Borrower and each Property are in full compliance with all applicable Environmental Law (which compliance includes, but is not limited to, the possession by Borrowers of all environmental, health and safety permits, licenses and other governmental authorizations required in connection with the ownership and operation of each Property under all applicable Environmental Law).

B. No Liens are presently recorded with the applicable land records under or pursuant to any applicable Environmental Law with respect to any Property, and no Governmental Authority has been taking or, to Borrowers’ knowledge, is in the process of taking any action that could subject any Property to Liens under any applicable Environmental Law.

4.2.6 Mortgage and Other Liens . Each of the Mortgages creates a valid and enforceable first or second priority Lien, as applicable, on the Property described therein, as security for the repayment of the Secured Obligations, subject only to Permitted Encumbrances. This Agreement creates a valid and enforceable first priority Lien on all Account Collateral. Each Security Document establishes and creates a valid and enforceable Lien on and a security interest in, or claim to, the rights and property described therein. To the extent governed by the UCC, upon proper recording and/or filing, as applicable, of each of the UCC-1 Financing Statements in the appropriate recording and/or filing office, as applicable, the UCC-1 Financing Statements will perfect the security interest created in favor of Lender in all property covered by any Security Document in which a security interest may be perfected by the filing of a financing statement, and such security interest shall be a valid and first priority Lien.

4.2.7 Assessments; Impositions . There are no special or other assessments for public improvements or otherwise now affecting any Property. There are no pending or, to any Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Property, nor are there, to any Borrower’s knowledge, any contemplated improvements to any Property that may result in such special or other assessments other than regular real estate tax assessments. There are no outstanding Impositions, and all Impositions that are due and payable have been paid in full. There are no tax abatements or exemptions affecting any Property. There are no license fees or similar charges required in respect to any filled land or in respect of any tideland, wetland or other bodies of water.

4.2.8 No Joint Assessment; Separate Lots . No Property is jointly assessed (i) with any other real property constituting a separate tax lot, or (ii) with any portion of any Property that may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes that may be levied against such personal property shall be assessed or levied or charged to any Property as a single lien. Each Property is comprised of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot not a part of such Property.

4.2.9 No Prior Assignment . Pursuant to the Mortgages, Lender is the collateral assignee of each Borrower’s interest under the Contracts and the Leases. There are no prior assignments by any Borrower of the Contracts and of the Leases or any portion of the Gross Revenue for any Property.

4.2.10 Flood Zone . No portions of any Property are located in a flood hazard area as defined by the Federal Insurance Administration, except as expressly identified in the Survey for such Property.

4.2.11 Intellectual Property . (i) All Intellectual Property that any Borrower owns or has pending, or under which it is licensed, is in good standing and uncontested, (ii) there is no Intellectual Property that any Borrower currently owns that is necessary to the business of such Borrower as presently conducted (or as such Borrower contemplates conducting), (iii) no Borrower has infringed, is infringing, or has received written notice of infringement with respect to asserted trademarks of others, and (iv) to each Borrower’s knowledge, there is no infringement by others of any material Intellectual Property of such Borrower.

4.2.12 No Encroachments . With respect to each Property, except as set forth on the Survey for such Property and/or in the applicable Zoning Report for such Property delivered to Lender in connection with the closing of the Loan: (i) all of the Improvements that were included in determining the appraised value of such Property lie wholly within the boundaries and building restriction lines of the Land included in such Property, (ii) no improvements on adjoining properties encroach upon the Land included in such Property, and (iii) no easements or other encumbrances upon the Land included in such Property encroach upon any of the Improvements included in such Property, so as to affect the value or marketability of such Property, except those that are insured against by the Title Insurance Policy in favor of Lender.

4.2.13 Leases . As of the Closing Date, (i) no Property is subject to any Leases other than those identified in the Lease Certificate, (ii) no Person has any possessory interest in any Property or right to occupy any Property other than Borrowers and the tenants under the Leases identified in the Lease Certificate, (iii) no written or oral agreements or understandings (including, without limitation, electronic mail and electronic instant messaging correspondence) exist between any Borrower and any Person that grant such Person any rights to occupy any Property other than the Leases identified in the Lease Certificate, (iv) each Borrower has delivered to Lender true and complete copies of all Leases identified in the in the Lease Certificate, and (A) each such Lease is in full force and effect, (B) no default exists under any Lease, (C) each Lease reflects the entire agreement between the parties thereto, and there is no amendment, modification, supplement, side letter or any other agreement with respect to any Lease except, in each case, as identified in the in the Lease Certificate.

4.2.14 No Other Real Property . With respect to each Property, except for the Land included in such Property and public streets and sidewalks, Borrowers do not use or occupy any other material real property in connection with such Property or the operation, occupancy and management of such Property and all amenities (including parking) made available to guests and other users of such Property. With respect to each Property, the Land included in such Property includes all of the land required for the use of such Property by Borrowers. Each Property includes all of Borrowers’ interests in such Property.

4.2.15 Personal Property . Borrowers have good title to all Equipment and Inventory, if any, free of all Liens, except the Permitted Encumbrances.

4.2.16 Fees, Commissions and Compensation . Except pursuant to the Initial Property Management Agreement or as disclosed in the in the Lease Certificate, no Person has any right or claim to any fees, commissions, compensation or other remuneration in connection with or arising out of the financing, sale, lease, use, occupancy, management or operation of the all or any portion of any Property. Except as disclosed in the in the Lease Certificate, there exists no brokerage agreement with respect to any Property or any portion thereof.

4.2.17 Zoning . Except as may be set forth in the Zoning Reports delivered to Lender in connection with the closing of the Loan, the applicable zoning ordinances permit the use and operation of each Property as industrial warehouse buildings as a permitted use, and not as a non-conforming use. Except as may be expressly set forth in the Zoning Reports delivered to Lender in connection with the closing of the Loan, each Property complies with the approvals granted by the applicable Governmental Authority in respect of such Property and all applicable zoning ordinances, regulations, requirements, conditions and restrictions, including but not limited to deed restrictions and restrictive covenants, applicable to such Property. Each Property is located in the zoning districts set forth on Schedule 3 attached hereto.

4.2.18 Contracts . Except to the extent disclosed to Lender in the Lease Certificate, (i) there are no Contracts presently affecting any Property having a term in excess of one hundred eighty (180) days or not terminable by Borrowers (without penalty) on thirty (30) days’ notice, (ii) Borrowers have heretofore delivered to Lender true, correct and complete copies of each of the Contracts (including, without limitation, the Initial Property Management Agreement) together with all amendments thereto, (iii) Borrowers are not in default beyond any applicable notice and/or cure period of any obligations under any of the Contracts, and (iv) the Contracts represent the complete agreement between Borrowers and such other parties as to the services to be performed or materials to be provided thereunder and the compensation to be paid for such services or materials, as applicable, and except as otherwise disclosed herein, such other parties possess no unsatisfied claims against Borrowers.

4.2.19 Permits . Borrowers have obtained all Permits necessary for the operation, use, ownership, development, occupancy and maintenance of the Properties for the current uses and occupancy and the uses and occupancy as set forth under the Leases. None of the Permits are currently suspended or revoked, all of the Permits are in full force and effect, no amount for which any Borrower is obligated to pay remains past due in respect of such Permits, and Borrowers have made or will make application for renewals of any of the Permits as may be required.

4.2.20 Repairs and Alterations . Except as set forth on Schedule 5 , there is no ongoing alteration, construction or other improvement work at any Property, except for tenant improvement work required pursuant to the Leases.

4.3 Survival of Representations . Borrowers agree that (i) all of the representations and warranties of Borrowers set forth in Section 4.1 and Section 4.2 hereof and in the other Loan Documents delivered on the Closing Date are made as of the Closing Date, and (ii) all such representations and warranties made by Borrowers shall survive as provided in Section 11.1 hereof. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf or any documents or other materials delivered to or reviewed by Lender.

ARTICLE 5 COVENANTS

5.1 Affirmative Covenants . Borrowers covenant and agree that, from the date hereof and until payment in full of the Secured Obligations:

5.1.1 Intentionally Omitted.

5.1.2 Impositions and Other Claims .

A. Impositions . Except to the extent Borrowers have deposited funds with the Lender pursuant to Section 5.1.2(B) below, Borrowers shall (i) pay, before delinquency and before the imposition of any penalty or interest, all Impositions, including without limitation any Property Impositions that may be levied or imposed at any time against any Property, the Chattels, the Intangible Personalty or the other Collateral, and (ii) within ten (10) days after each payment of any such Imposition, Borrowers shall upon request deliver to Lender an official receipt for or other written evidence such payment, provided , however , that Borrowers are not required to furnish such receipts for payment of Property Impositions in the event that such Property Impositions have been paid by Lender pursuant to Section 5.1.2(B) below. At Lender’s option, Lender may retain the services of a firm to monitor the payment of all Property Impositions relating to any Property and the Collateral, the out-of-pocket cost of which shall be borne by Borrowers.

B. Deposit for Taxes . On the Closing Date, for each Property, Borrowers shall deposit with Lender an amount equal to 1/12 ^th of the amount that Lender estimates will be required to make the next annual payment of Property Impositions with respect to such Property, multiplied by the number of whole or partial months that have elapsed since the date one (1) month prior to the most recent due date for such Property Impositions. Thereafter, on each Payment Date, Borrowers shall deposit with Lender an amount equal to 1/12th of the amount that Lender estimates will be required to make the next annual payment of Property Impositions, with respect to each Property. The purpose of these provisions is to provide Lender with sufficient funds on hand for Lender or Servicer to pay all such Property Impositions thirty (30) days before the date on which such Property Impositions become past due. If Lender determines that the funds escrowed hereunder are, or will be, insufficient to pay such Property Impositions, Borrowers shall, within five (5) days following Borrowers’ receipt of written demand, pay such additional sums as Lender shall reasonably determine necessary and shall pay any increased monthly charges requested by Lender. Provided that no Event of Default exists and is continuing, Lender shall apply the amounts so deposited to the payment of such Property Impositions when due, but in no event will Lender be liable for any interest on any amount so deposited, and any amount so deposited may be held and commingled with Lender’s own funds. If an Event of Default exists, Lender may apply such funds to the payment of any Property Impositions or the payment of any Secured Obligations in such order as Lender shall elect or retain the same as collateral for the Secured Obligations, in its sole discretion.

C. Intentionally Omitted .

D. Right to Contest . Notwithstanding any other provision of this Section 5.1.2 , Borrowers shall not be deemed to be in default solely by reason of Borrowers’ failure to pay any Imposition so long as, in Lender’s judgment, each of the following conditions is satisfied:

(i) Borrowers are engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount of such Impositions;

(ii) Borrowers’ payment of such Imposition would materially prejudice Borrowers’ prospects for success in such proceedings or Borrower pays the Impositions under protest;

(iii) Nonpayment of such Imposition will not result in the loss or forfeiture of any Property or other Collateral encumbered by the Loan Documents or any interest of Lender therein; and

(iv) Borrowers (x) deposit with Lender, as security for such payment that may ultimately be required, a sum equal to the amount of the disputed Imposition plus the interest, penalties, advertising charges, and other costs that Lender reasonably estimates are likely to become payable if Borrowers’ contest is unsuccessful, or (y) post a bond with the applicable taxing authority having the same effect. For the avoidance of doubt, any funds required to be deposited with Lender under this paragraph (iv) shall be in addition to all taxes, assessments and other governmental charges that are not being contested and that are subject to the deposit provisions of Section 5.1.2(B) hereof.

If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrowers shall pay the Imposition in question, together with any interest and penalties thereon, within ten (10) days after Lender gives notice of such determination.

E. Mechanic’s Liens . Borrowers shall keep each Property free and clear of all Liens and claims of Liens by contractors, subcontractors, mechanics, laborers, materialmen, and other such Persons, and will cause any recorded statement of any such Lien to be released of record or bonded off, within thirty (30) days after any Borrower’s actual notice of the recording thereof. Notwithstanding the preceding sentence, however, Borrowers shall not be deemed to be in default under this Section 5.1.2(E) if and so long as Borrowers (a) contest in good faith the validity or amount of any asserted Lien and diligently prosecutes or defends an action appropriate to obtain a binding determination of the disputed matter, and (b) provide Lender with such security as Lender may reasonably require to protect Lender against all loss, damage, and expense, including attorneys’ fees, that Lender might incur if the asserted Lien is determined to be valid and, as may be required, to remove or bond off any such Lien, if not bonded by Borrowers.

5.1.3 Litigation . Borrowers shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened (in writing) against (i) any Borrower, any Guarantor, any Borrower Control Person, any Property or the other Collateral, and (ii) to the extent it could have a Material Adverse Effect, on any Borrower, any Guarantor, any Borrower Control Person, any Property or other Collateral.

5.1.4 General Indemnity .

A. Borrowers shall, at Borrowers’ sole cost and expense, protect, defend, indemnify, release and hold harmless Lender, and its parents, subsidiaries, Affiliates, shareholders, partners, members, directors, officers, employees, trustees, representatives and Servicer and the heirs, legal representatives, successors and assigns of the foregoing, and any prior holder of any of the Notes (each an “ Indemnified Party ” and collectively, the “ Indemnified Parties ”) for, from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), administrative and judicial actions, proceedings, obligations, debts, damages, losses (including, without limitation, actual loss of the value of any Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement, and litigation costs of whatever kind or nature that may be asserted against, imposed on or incurred by Lender (including, without limitation, Lender’s out-of-pocket attorneys’ fees and all other reasonable costs of defense) (collectively, the “ Losses ”) imposed upon or incurred by or asserted against any Indemnified Parties (except to the extent same are directly caused by gross negligence or willful misconduct of any Indemnified Party) and directly or indirectly arising out of or in any way relating to any one or more of the following:

(i) the Loan, the Loan Documents, the Secured Obligations, or the Loan Application, or the ownership of the Notes, any of the other Loan Documents or any interest therein or receipt of any Gross Revenue or arising in respect of the Accounts;

(ii) any untrue statement of any material fact contained in any information concerning any Borrower, any Guarantor, any Borrower Control Person, any Property, the other Collateral or the Loan prepared or approved in writing by such Borrower, any Guarantor or such Borrower Control Person, or the omission to state therein a material fact (a) required to be stated in such information, or (b) necessary in order to make the statements in such information (or in light of the circumstances under which such statements were made) not misleading;

(iii) any and all lawful action that may be taken and is taken by Lender, consistent with the terms hereof, in connection with the enforcement of the provisions of this Agreement, the Notes or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with any Borrower Control Person or any Affiliate of any Borrower Control Person becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding;

(iv) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Property or any part thereof or on the adjoining sidewalks, curbs, adjoining property or adjoining parking areas, streets or ways;

(v) any use or nonuse of or condition in, on or about any Property or any part thereof or on the adjoining sidewalks, curbs, adjoining property or adjoining parking areas, streets or ways;

(vi) any default under the covenants of any Borrower with respect to ERISA and/or employee benefit plans contained herein, including, without limitation, the breach by any Borrower of any representation or warranty set forth in Section 4.1.16 or the breach by any Borrower of any covenant contained in Section 5.1.15 and/or Section 5.2.12 hereof (for the avoidance of doubt, (a) the term “Losses” under this Section 5.1.4(A)(vi) shall include, without limitation, excise taxes, attorneys’ fees and costs incurred in the investigation, defense, and settlement of any related claims and in obtaining any individual ERISA exemption or state administrative exception that may be required, in Lender’s sole and absolute discretion, and (b) the indemnity under this Section 5.1.4(A)(vi) shall not be subject to the limitation on personal liability described in Section 11.28 hereof);

(vii) any failure on the part of any Borrower to perform or be in compliance with any of the terms of this Agreement or any of the other Loan Documents;

(viii) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to any Property and/or the Secured Obligations;

(ix) performance of any labor or services or the furnishing of any materials or other property in respect of any Property or any part thereof pursuant to provisions of this Agreement;

(x) the failure of any Borrower to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Agreement;

(xi) any tax, including, without limitation, any mortgage recording tax, on the making and/or recording of this Agreement, any of the Notes, and of the Mortgages or any of the other Loan Documents (but excluding any Lender Taxes);

(xii) any failure of (a) Borrowers to timely pay any Impositions or (b) any Property to be in compliance with any Legal Requirement or Insurance Requirement;

(xiii) the enforcement by any Indemnified Party of the provisions of this Section 5.1.4 ; and

(xiv) any and all claims and demands whatsoever that may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease.

THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT ARE CAUSED BY, OR ARISE OUT, IN WHOLE OR IN PART, OF THE ORDINARY NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY.

B. Promptly after receipt by an Indemnified Party under this Section 5.1.4 of notice of the making of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against Borrowers under this Section 5.1.4 , promptly notify Borrowers in writing, but the omission to so notify Borrowers shall not relieve Borrowers from any liability that Borrowers may have to any Indemnified Party under this Section 5.1.4 or otherwise unless and to the extent that Borrowers did not otherwise possess knowledge of such claim or action and such failure resulted in the forfeiture by Borrowers of substantial rights and defenses or a substantial increase in its obligations hereunder. In case any such claim is made or action is brought against any Indemnified Party and such Indemnified Party seeks or intends to seek indemnity from Borrowers, Borrowers shall be entitled to participate in, and, to the extent that Borrowers may wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party; and, upon receipt of notice from Borrowers to such Indemnified Party of Borrowers’ election so to assume the defense of such claim or action and only upon approval by the Indemnified Party of such counsel (such approval not to be unreasonably withheld, conditioned or delayed), Borrowers shall not be liable to such Indemnified Party under this Section 5.1.4 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. Notwithstanding the preceding sentence, each Indemnified Party shall be entitled to employ counsel separate from such counsel for Borrowers and from any other party in such action if such Indemnified Party is advised by counsel in writing that a conflict of interest exists that makes representation by counsel chosen by Borrowers not advisable. In such event, but only in such event, Borrowers shall pay the reasonable fees and disbursements of such

separate counsel, subject to reimbursement of such costs if the Indemnified Party requiring such separate counsel is found not to be entitled to the indemnity protection of this Section 5.1.4 . Borrowers shall not, without the prior written consent of an Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification is sought hereunder (whether or not such Indemnified Party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding. No Indemnified Party shall enter into a settlement of or consent to the entry of any judgment with respect to any action, claim, suit or proceeding as to which an Indemnified Party would be entitled to indemnification hereunder without the prior written consent of Borrowers.

C. Any amounts payable to an Indemnified Party by reason of the application of this Section 5.1.4 shall become due and payable ten (10) days after written demand of Lender and shall accrue interest at the Default Rate from the earlier of (i) the date that any such amount was paid by Lender, and (ii) the tenth (10 ^th ) day following the date the demand is deemed to have been sent by Lender pursuant to the terms hereof until paid, and such amounts shall constitute part of the Secured Obligations.

D. The provisions of and undertakings and indemnification set forth in this Section 5.1.4 shall survive the satisfaction and payment of the Secured Obligations and termination of this Agreement.

5.1.5 Access to Property; Inspection Rights . Borrowers shall permit Lender, and representatives and employees of Lender to inspect each Property or any part thereof at such reasonable times as may be requested by Lender upon reasonable advance written notice and subject to the rights of tenants. At any reasonable time, and from time to time, upon prior notice from Lender, Borrowers shall permit Lender, or any agents or representatives thereof, to (i) examine and make copies of and abstracts from the records and books of account of Borrowers, (ii) visit and inspect the Properties and the Chattels, and (iii) discuss with Borrowers the affairs, finances and accounts of Borrowers. So long as (a) no Event of Default shall exist and be continuing, and (b) Borrowers shall not have received any written notice from any Governmental Authority that could give rise to a violation under any Legal Requirement or any other reasonable cause for inspection with respect to a breach of the obligations of Borrowers under the Loan Documents, Borrowers shall not be obligated to reimburse Lender for more than one inspection per year. Borrowers shall take all actions necessary or required under the Leases to effect such right of Lender to inspect the Properties.

5.1.6 Notice of Default . Borrowers shall promptly advise Lender in writing of (i) any change in the condition, financial or otherwise of any Borrower Control Person that is reasonably likely to have a Material Adverse Effect or (ii) the occurrence of any Event of Default.

5.1.7 Cooperate in Legal Proceedings . Borrowers shall cooperate with Lender with respect to any proceedings before any Governmental Authority that are reasonably likely to in any way materially affect the rights of Lender hereunder or any rights obtained by Lender under any of the Loan Documents and, in connection therewith, shall not prohibit Lender, at its election, from participating in any such proceedings.

5.1.8 Perform Loan Documents . Borrowers shall perform and comply with all covenants, conditions and prohibitions required to be observed, performed or satisfied by Borrowers (or any of them) pursuant to and in accordance with the terms and provisions set forth in the Loan Documents, and shall pay when due all costs, fees and expenses required to be paid by Borrowers under the Loan Documents.

5.1.9 Future Loan Modification . If, after the date of this Agreement, Lender elects to modify, split and/or sever of any portion of the Loan as described in this Section 5.1.9 (the “ Loan Modification ”), Borrowers shall cooperate, and cause Guarantors and the Borrower Control Persons to cooperate, with Lender (at Lender’s sole cost and expense, other than Borrowers’ legal fees in connection with review of any Loan Modification documents) to effectuate such Loan Modification and shall execute, acknowledge and deliver such documents as Lender may reasonably request to evidence the Loan Modification. Upon the election of Lender at any time, Lender may (i) cause this Agreement, the Notes and the Mortgages to be split into additional tranches of (or first and second) mortgage loans, (ii) create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure), or (iii) create multiple components of the Notes or notes, and allocate or reallocate the Principal Indebtedness among such components,; provided , however , that, in each such instance, immediately after the effective date of such Loan Modification (a) the Principal Indebtedness equals the Principal Indebtedness immediately prior to such Loan Modification, (b) the weighted average of the interest rates for the Notes or notes evidencing the Loan (or components of such Notes or notes) equals the interest rate of the Notes immediately prior to such Loan Modification, and (c) there shall be no change to any other economic term of the Loan or to the rights, remedies or obligations of any Borrower or Guarantors (except that the ownership structure of Borrowers may be revised to effectuate a mezzanine loan structure under the Loan Documents provided that the beneficial ownership of Borrowers remains unchanged).

5.1.10 Further Assurances . Borrowers shall, at Borrowers’ sole cost and expense:

A. Upon the reasonable request of Lender therefor given from time to time pay for (i) reports of UCC, tax lien, judgment and litigation searches with respect to any Borrower Control Person, and (ii) searches of title to each Property and the other Collateral, each such search to be conducted by search firms designated by Lender in each of the locations designated by Lender;

B. Furnish to Lender all instruments, documents, certificates, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished pursuant to the terms of the Loan Documents or reasonably necessary to evidence, preserve and/or protect the Collateral at any time securing or intended to secure the Notes;

C. Execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary, to evidence, preserve and/or protect the Collateral at any time securing or intended to secure the Notes, as Lender may reasonably require (including, without limitation, any amendment or replacement to any of the Mortgages, the UCC-1 Financing Statements or other Security Documents); and

D. Do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

5.1.11 Management and Leasing of the Properties .

A. Each Property shall be managed by Borrowers or a Property Manager. None of the Properties shall be managed by any Person other than Borrowers, except pursuant to a Property Management Agreement delivered to, and approved by, Lender, and with a Property Manager consented to by Lender, such consent not to be unreasonably withheld, conditioned or delayed. Lender hereby approves the Initial Property Managers and the Initial Property Management Agreements. Borrowers hereby represent to Lender that Borrowers have delivered to Lender a true, correct and complete copies of the Initial Property Management Agreements. Any substitute or replacement Property Management Agreement or any other change in Property Manager shall be subject to the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed. Borrowers shall not enter into or permit any (i) amendment, modification, substitution, replacement or termination of any Property Management Agreement (including, without limitation, any increase of the amount of any management fees or a release any of Borrowers’ rights and remedies under any such Property Management Agreement), or (ii) substitution, replacement or termination of any Property Manager, in each case, without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed. Any such Property Manager shall execute a subordination agreement in respect of its Property Management Agreement in the form and substance of the Subordination of Management Agreement. Borrowers shall provide Lender with a copy of any written notice received by Borrowers from any Property Manager of the occurrence of any default or event of default or condition that with the giving of notice or passage of time, or both, would constitute an event of default under any Property Management Agreement or that would entitle the Property Manager thereunder to terminate the Property Management Agreement. Each Property Management Agreement shall be terminated by Borrowers, at Lender’s request, upon not less than thirty (30) days prior notice to Borrowers upon an Event of Default.

B. As of the date hereof, Borrower represents that there exists only one leasing agreement in place (for the 3940 Stern Property). All leasing brokerage agreements must be with leasing brokers and contain subordination and termination provisions and must be otherwise reasonably satisfactory to Lender, both as to such leasing brokerage agreement and as to such leasing broker or agent. Borrowers shall cause each leasing broker or agent to enter into a subordination agreement in the form and substance of Lender’s form Subordination of Leasing Agreement and to deliver to Lender such Subordination of Leasing Agreement simultaneously with the execution and delivery of such leasing brokerage agreement. Borrowers shall provide Lender with a copy of any written notice received by Borrowers from such leasing broker of the occurrence of any default or event of default or condition that with the giving of notice or passage of time, or both, would constitute an event of default under any leasing brokerage agreement or that would entitle the leasing broker to terminate its agreement. Such leasing brokerage agreement shall be terminated by Borrowers, at Lender’s reasonable request, upon not less than thirty (30) days’ prior notice to Borrowers during an Event of Default.

5.1.12 Financial Reporting .

A. Each Borrower shall furnish to Lender (i) within forty-five (45) days following the end of each fiscal year of such Borrower, such Borrower’s annual operating statements for the respective Property owned by such Borrower as of the end of and for the preceding fiscal year, prepared against the applicable Operating Budget for such fiscal year, (ii) contemporaneously with the delivery of each of such operating statements of such Property, a Rent Roll certified, signed and dated by such Borrower, (iii) within ninety (90) days following the end of each fiscal year of such Borrower, an annual consolidated balance sheet and profit and loss statement of such Borrower and Guarantors (and if Permitted Mezzanine Lender becomes the “Guarantor” hereunder, such annual statements shall be audited), and (iv) copies of all federal and state tax returns of such Borrower (and if such Borrower does not file tax returns separately, then Lender shall accept the consolidated tax returns of Persons that include the tax returns of Borrower in lieu of providing separate tax returns), and Guarantors within ten (10) days following the date of the filing of same (provided however, that if Permitted Mezzanine Lender becomes the “Guarantor” hereunder, such Guarantor shall only be required to deliver to Lender copies of the first two (2) pages of each of the federal and state tax returns of such Guarantor). The financial statements and reports described in clause (i) and clause (iii) above (and if applicable, the quarterly reports of Permitted Mezzanine Lender as set forth below) shall be in such detail as Lender may require, shall be prepared in accordance with generally accepted accounting principles consistently applied, and shall be certified to Lender as true, correct and complete by such Borrower and Guarantors (or, if required by Lender, by an independent certified public accountant acceptable to Lender). Borrowers and Guarantors shall also promptly furnish or cause to be furnished to Lender, any other financial reports or statements of any Borrower and Guarantors, including, without limitation, balance sheets, profit and loss statements, tax returns, other financial statements, and certified Rent Rolls, required under any of the Loan Documents, requested by any regulatory or governmental authority exercising jurisdiction over Borrowers, or reasonably requested by Lender from time to time, certified as true, correct and complete by Borrowers and Guarantors. Upon Lender’s request at any time, Borrowers shall supply to Lender the items described in clause (i) and clause (ii) above on a quarterly basis, with the first such quarterly deliveries being made not later than the date that is the later of (x) forty-five (45) days following the end of the most recently ended calendar quarter and (y) fifteen (15) Business Days following the date such request by Lender. In addition, upon demand by Lender following any Default or Event of Default, or if Lender securitizes the Loan, Borrowers shall deliver to Lender the items required in clause (a) and clause (b) above on a monthly basis. Notwithstanding anything to the contrary contained herein, in the event that Permitted Mezzanine Lender becomes the “Guarantor” hereunder, then in lieu of the deliverables set forth in clause (iv) above, Permitted Mezzanine Lender shall be required to deliver to Lender, within sixty (60) days following the end of each fiscal quarter of such Guarantor, a quarterly consolidated balance sheet and profit and loss statement of Guarantor.

B. At least thirty (30) days prior to the end of each Fiscal Year of Borrowers, each Borrower shall submit or cause to be submitted to Lender, an Operating Budget for Property Expenses for the next Fiscal Year for the applicable Property. Each Operating Budget shall be subject to the reasonable approval of Lender.

C. Borrowers shall furnish, or cause to be furnished to Lender, within thirty (30) days after Lender’s request, any other financial reports or statements of Borrowers, Guarantors and/or any Borrower Control Person, including, without limitation, balance sheets, profit and loss statements, tax returns, other financial statements, and certified Rent Rolls, required under any of the Loan Documents, requested by any regulatory or governmental authority exercising jurisdiction over Lender, or reasonably requested by Lender from time to time, certified as true, correct and complete by Borrowers and Entity Guarantors.

D. Notwithstanding the foregoing provisions of this Section 5.1.12 , no Individual Guarantor shall be required to deliver any of the items required pursuant to Section 5.1.12(A) , Section 5.12.12(B ) or Section 5.1.12(C) unless the Net Worth and Available Liquidity of such Individual Guarantors is taken into account in order to satisfy the Guarantor Minimum Net Worth Requirement and the Guarantor Minimum Available Liquidity Requirement.

5.1.13 Operation of Property and Use . Borrowers shall cause the use and operation of each Property to be conducted at all times in a manner consistent with industrial warehouse buildings (in each case consistent with the use of each Property as of the Closing Date), with the appropriate ancillary uses and amenities and for no other purpose, continuously and without interruption except for casualty or condemnation and temporary interruption for repairs or improvements.

5.1.14 Single-Purpose Entity . In no event shall any Borrower, whether directly or indirectly, acquire any property or asset other than the applicable Property or commence any income generating activity not contemplated to be conducted by such Borrower as set forth in this Agreement until all Secured Obligations have been indefeasibly paid in full. In no event shall Sole Member, whether directly or indirectly, acquire any property or asset other than a direct or indirect ownership interest in Borrowers or commence any income generating activity not contemplated to be conducted by Sole Member as set forth in this Agreement until all Secured Obligations have been indefeasibly paid in full. Without limiting the preceding provisions of this Section 5.1.14 , each Borrower and Sole Member shall at all times until the Secured Obligations have been indefeasibly paid in full, be a Person, other than an individual, that (a) is formed or organized solely for the purpose of (i) with respect to each Borrower, holding, directly, an ownership interest in the applicable Property, or any portion thereof, and (ii) with respect to Sole Member, holding, directly or indirectly, an ownership interest in the applicable Borrower(s), and, in each case, transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing, (b) does not engage in any business other than (i) with respect to each Borrower, the ownership, management and operation of the applicable Property or any portion thereof, and (ii) with respect to Sole Member, the ownership and management of the applicable Borrower(s), and, in each case, together with all activities related thereto, (c) does not have any (i) assets other than those related to its interest in the applicable Property or Borrower(s) or (ii) Indebtedness (except for the Loan and any Permitted

Indebtedness), (d) does not guarantee or otherwise become liable on or in connection with any obligation of any other Person, other than another co-Borrower, (e) except for capital contributions and capital distributions permitted under the terms and conditions of the Loan Documents, and except in the case of another co-Borrower, does not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person or any Affiliate of any such stockholder, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than an Affiliate, (f) does not incur, create or assume any Indebtedness (except for the Loan and any Permitted Indebtedness (and with regard to the Sole Member, the Permitted Mezzanine Financing)), (g) does not make any loans or advances to any other Person (including, without limitation, any Affiliate) except for loans or tenant improvement allowances made available to a tenant for tenant improvement costs provided for under a lease entered into in accordance with the terms of the Loan Agreement, (h) is and intends to remain solvent and pay its debts from its own assets as the same shall become due so long as there is sufficient cash flow from the applicable Property to do so (and Lender permits such cash flow to be applied for such purposes or, to the extent funds have been reserved for such purpose, Lender elects to apply such amounts towards such purposes, and Lender’s access to such funds has not been constrained by applicable law, injunction or court order), provided, however, that nothing contained herein shall require any owner or principal of Borrower or any other Person to make any capital contribution or other contribution or loans of cash or assets to Borrower, (i) does not fail to conduct and operate its business in all material respects as previously conducted and operated, (j) intentionally omitted, (k) does not fail to maintain its books and records and bank accounts separately from those of its Affiliates, including, without limitation, its general partners or members, as may be applicable, (l) does not fail at all times to hold itself out to the public as a legal entity separate and apart from any other Person (including, without limitation, any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such Borrower or any Affiliate of any such stockholder, partner, member, trustee, beneficiary, or other owner), provided, however, that Borrower’s assets may be included in a consolidated financial statement of an Affiliate provided that (A) appropriate notation shall be made on such consolidated financial statements to indicate its separate identity from such Affiliate and that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) its assets, liabilities and net worth shall also be listed on its own separate balance sheet, (m) does not fail to file its own tax returns to the extent that it is legally required to do so (or file a consolidated tax return with any Person that includes the tax returns of Borrower); (n) does not intend to fail to maintain adequate capital for its normal obligations, reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, so long as there is sufficient cash flow from the Property to do so (and Lender permits such cash flow to be applied for such purposes or, to the extent funds have been reserved for such purpose, Lender elects to apply such amounts towards such purposes, and Lender’s access to such funds has not been constrained by applicable law, injunction or court order), provided, however, that nothing in this clause (n) shall require any owner or principal of Borrower or any other Person to make any capital contribution or other contribution or loan of cash or assets to Borrower, (o) does not fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person, (p) does not hold itself out to be responsible for the Indebtedness of

any other Person (other than with respect to each Borrower’s obligations under this Agreement in respect of the other Borrowers under the Loan Documents), (q) is subject to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof relating to separateness or bankruptcy remoteness, (r) holds all of its assets in its own name and (i) does not commingle its assets with the assets of any other Person, or (ii) permit any Affiliate or constituent party independent access to its bank accounts other than the Property Manager, (s) utilizes such Borrower’s own letterhead, invoices and checks (or the name of the Property Manager on such items, so long as the Property Manager holds itself out as acting as agent on behalf of such Borrower), provided however that Borrowers utilizes a central account containing revenue of each of the Properties which account is used only to pay expenses related solely to the Properties, (t) holds title to its interest in the applicable Property or Borrower, as applicable, in its own name, (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate, (v) does not pledge its assets for the benefit of any other Person, other than pursuant to the Loan Documents as security for the Loan, (w) corrects any known misunderstandings regarding its separate identity, (x) does not have any of its obligations guaranteed by an Affiliate except as contemplated by the Guaranty Agreement or the Environmental Indemnity Agreement, (y) shall not merge into or consolidate with any Person, or, to the fullest extent permitted by law, dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of the assets of such Person, other than in connection with a transfer permitted pursuant to this Loan Agreement, and (z) with respect to Sole Member, has Organizational Documents that provide, at all times, there shall be at least two (2) duly appointed individuals on the board of directors or managers (each, an “ Independent Manager ”) of Sole Member, each of whom (i) has at least three (3) years prior employment experience and continues to be employed as an independent director, independent manager or independent member by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, independent managers and independent members, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) is not on the board of directors or managers of more than two (2) Affiliates of Sole Member; and (iii) is not, and has never been, and will not, while serving as an Independent Manager be, any of the following: (A) a stockholder, director, manager, officer, employee, partner, member, attorney or counsel of Sole Member, any Affiliate of Sole Member or any direct or indirect equity holder of any of them, (B) a creditor, customer, supplier, service provider (including provider of professional services) or other Person who derives any of its purchases or revenues from its activities with Sole Member or any Affiliate of Sole Member (other than a nationally-recognized company that routinely provides professional independent directors, independent managers or independent members and other corporate services to Sole Member or any Affiliate of Sole Member in the ordinary course of its business), (C) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider or other Person, or (D) a Person controlling or under common control with any of (A), (B) or (C) above. A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) by reason of (I) being, having been or becoming an

Independent Manager of an Affiliate of Sole Member that is not in the direct chain of ownership of Sole Member or Plymouth Financial and that is required by a creditor to be a “single purpose entity”; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional independent directors, independent managers or independent members, or (II) being, having been or becoming a member of Sole Member pursuant to an express provision Sole Member’s operating agreement providing for the appointment of such Independent Manager as a member of Sole Member upon the occurrence of any event pursuant to which Plymouth Financial ceases to be a member of Sole Member (including the withdrawal or dissolution of Plymouth Financial). A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) or (iii)(B) by reason of being, having been or becoming an Independent Manager of a “single purpose entity” affiliated with Sole Member; provided that the fees or other compensation that such individual earns by serving as an Independent Manager of one or more Affiliates of Sole Member in any given year constitute, in the aggregate, less than five percent (5%) of such individual’s income for such year. The Organizational Documents of Sole Member shall provide that no Independent Manager of Sole Member may be removed or replaced without Cause, and unless Sole Member provides Lender with not less than three (3) Business Days’ prior notice of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the Organizational Documents of Sole Member relating to an Independent Manager. Without the unanimous consent of all of its Independent Managers, Sole Member will not (A) file a bankruptcy, insolvency or reorganization petition or otherwise institute insolvency proceedings or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally, (B) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Sole Member or for all or any portion of Sole Member’s assets or properties, or (C) make a general assignment for the benefit of Sole Member’s creditors. To the fullest extent required by law, Sole Member and Independent Managers will consider the interests of Sole Member’s creditors in connection with all actions.

5.1.15 ERISA . Borrowers shall not at any time have any direct employees and shall not participate in any Plan or Multiemployer Plan. Each Borrower shall furnish to Lender, within fifteen (15) Business Days after request, such further information regarding any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA as may be reasonably requested by Lender in writing, in respect of any Borrower Owner Person. Without limiting the immediately preceding sentence, Borrowers shall deliver to Lender as soon as possible, and in any event within ten (10) days after any Borrower knows or has reason to believe that any of the events or conditions specified below with respect to any Plan, Welfare Plan or Multiemployer Plan has occurred or exists, an Officer’s Certificate setting forth details respecting such event or condition and the action, if any, that Borrowers or any ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by any Borrower or an ERISA Affiliate with respect to such event or condition):

A. any reportable event, as defined in Section 4043(b) of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event ( provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver under Section 412(d) of the Code for any Plan;

B. the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by any Borrower or an ERISA Affiliate to terminate any Plan;

C. the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Borrower or any ERISA Affiliate of any Borrower of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;

D. the complete or partial withdrawal from a Multiemployer Plan by any Borrower or any ERISA Affiliate of any Borrower that results in material liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by any Borrower, any Guarantor or any ERISA Affiliate of any Borrower or any Guarantor of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;

E. the institution of a proceeding by a fiduciary of any Multiemployer Plan against any Borrower or any ERISA Affiliate of any Borrower to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days;

F. the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Borrower or an ERISA Affiliate of any Borrower fails to timely provide security to the Plan in accordance with the provisions of such Sections;

G. the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could result in a Material Adverse Effect; and

H. the imposition of a Lien in connection with a Plan.

5.1.16 Property and Related Insurance .

A. Coverages Required . Borrowers shall maintain or cause to be maintained, with financially sound and reputable insurance companies or associations reasonably satisfactory to Lender, all insurance required under the terms of the Insurance Agreement and shall comply with each and every covenant and agreement contained in the Insurance Agreement pursuant to and in accordance with the terms and provisions of the Insurance Agreement. Borrowers shall provide Lender with reasonably satisfactory evidence of the payment of the premiums of all such insurance not later than the date that is five (5) Business Days following the date that any such payment is made.

B. Renewal Policies . Not less than fifteen (15) days prior to the expiration date of each insurance policy required pursuant to the Insurance Agreement, Borrowers shall deliver to Lender either an appropriate renewal policy or replacement policy (or a certified copy thereof) that in each case satisfies the requirements of the Insurance Agreement, together with evidence satisfactory to Lender that the applicable premium has been prepaid.

C. Deposit for Premiums . On the Closing Date, for each Property, Borrowers shall deposit with Lender an amount equal to 1/12th of the amount that Lender estimates will be required to make the next annual payments of the premiums for the policies of insurance required by the terms of this Section 5.1.16 , multiplied by the number of whole and partial months which have elapsed since the date one (1) month prior to the most recent policy anniversary date for each such policy. On each Payment Date thereafter, Borrowers shall deposit an amount equal to 1/12th of the amount that Lender estimates will be required to pay the next required annual premium for each insurance policy referred to in this Section. The purpose of these provisions is to provide Lender or Servicer with sufficient funds on hand to pay all such premiums thirty (30) days prior to the date on which such premiums become past due. If Lender, in Lender’s reasonable discretion, determines that the funds deposited with Lender hereunder are, or will be, insufficient to pay such premiums, then Borrowers shall, within five (5) days following Borrowers’ receipt of written demand, pay such additional sums as Lender shall determine necessary to pay such premiums and shall pay any increased monthly charges as so requested by Lender. Provided that no Event of Default exists and is then continuing, Lender shall apply the amounts so deposited to the payment of such insurance premiums when due, but in no event will Lender be liable for any interest on any amounts so deposited, and any amount so received may be held and commingled with Lender’s own funds. If an Event of Default exists, Lender may apply such funds to the payment of such insurance premiums or the payment of any Secured Obligations in such order as Lender shall elect or retain the same as collateral for the Secured Obligations, in its sole discretion.

D. Application of Hazard Insurance Proceeds . Borrowers shall, promptly after learning thereof, notify Lender in writing of any damage or casualty to all or any portion of the Property, Chattels or other Collateral. Lender may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds that may be payable as a result of such casualty or damage, and may, in Lender’s sole discretion, compromise or settle, in the names of Borrowers and Lender, any claim for any such insurance proceeds. Whether or not Lender is involved in any such negotiation or settlement, any such compromise or settlement shall be subject to the prior written consent of Lender, which may be granted or withheld in Lender’s discretion. Any such insurance proceeds shall be paid directly to Lender and shall be applied first to reimburse Lender for all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lender in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, of any insurance proceeds received by Lender with respect to an insured damage or casualty shall be, in Lender’s sole discretion, either (i) retained and applied, without prepayment penalty or fee as set forth in Section 5(c) of the Notes, by Lender toward payment of the Secured Obligations, in such order and manner as Lender deems appropriate, or (ii) paid over, in whole or in part and subject to such conditions as Lender may impose, to Borrowers to pay for repairs or replacements necessitated by the damage or casualty. In the event that all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then, any remaining proceeds shall be paid over to Borrowers. Notwithstanding the foregoing provisions of this Section 5.1.16(D) , Lender shall pay over to Borrowers any such insurance proceeds as provided in clause (ii) of the immediately preceding sentence, provided that, the following conditions have been satisfied: (a) there does not exist any Default or Event of Default, (b) Borrowers demonstrate to the reasonable satisfaction of Lender that Borrowers have the financial ability to pay all principal and interest and any other amounts required to be paid under this Agreement and the Notes and perform all of the other Secured Obligations during the restoration of the applicable Property from Gross Revenue (including, without limitation, proceeds of rent loss or business interruption insurance) or otherwise, (c) the damage or casualty occurs prior to the date that is six (6) months prior to the Maturity Date and the restoration is capable of being completed prior to the Maturity Date, (d) all insurance proceeds and other funds provided by Borrowers for such restoration are released under reserve and construction funding arrangements reasonably satisfactory to Lender, (e) the repair or restoration will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (f) in the event the proceeds of insurance are insufficient to pay for the restoration (as reasonably determined by Lender), Borrowers shall, prior to the commencement of any restoration work, deposit with Lender not later than the date that is fifteen (15) days following the date that the proceeds of insurance are received by Lender, such additional funds as are necessary to complete the restoration as reasonably determined by Lender; (g) Borrowers undertake and covenant and agree (in writing) with Lender with Lender to fund any and all deficiencies, and in fact actually fund any and all such deficiencies, not later than the date that is fifteen (15) days following the date that Borrowers receive written notification from Lender of such deficiency and prior to the distribution of any further portion of the insurance proceeds, such that at all times the funds held by Lender and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the restoration, (h) the annual Gross Revenue that will survive the restoration or repair of the applicable Property produces a Debt Service Coverage Ratio of not less than 1.20 to 1.0 and Borrowers demonstrate to Lender’s satisfaction that

Borrowers shall be able to attain a Debt Service Coverage Ratio of at least 1.20 to 1.0 from Gross Revenue within six (6) months following completion of the restoration, and (i) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Borrowers shall obtain and deliver to Lender such site plan amendment, variance, special use permit or other similar special approval or consent not later than the date that is one hundred eighty (180) days following the date of such casualty or damage ( provided , however , that such one hundred eighty (180) day time period shall in all respects be subject to the foregoing provisions of this Section 5.1.16(D) and shall not extend or otherwise modify any time periods in such foregoing provisions). If the applicable Mortgages have been foreclosed prior to Lender’s receipt of such insurance proceeds, Lender may nonetheless retain such insurance proceeds to the extent required to reimburse Lender for all expenses, including out-of-pocket attorneys’ fees, incurred in connection therewith, and to discharge any deficiency remaining with respect to the Secured Obligations.

E. Application of Hazard Insurance Proceeds Under Threshold Amount . Notwithstanding the foregoing provisions of Section 5.1.16(D) hereof, in the event that the insurance proceeds from the applicable casualty do not exceed the greater of (x) $200,000.00 and (y) five percent (5%) of the Allocated Loan Amount per Property (the “ Threshold Amount ”), then such insurance proceeds received by Borrowers with respect to the applicable damage or casualty shall be paid over, in whole or in part and subject to such conditions as Lender may reasonably impose, to Borrowers to pay for repairs or replacements necessitated by the damage or casualty ( provided , however , that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to Borrowers) if (i) no Default or Event of Default then exists, and (ii) the proceeds received by Lender (together with any other funds delivered by Borrowers to Lender for such purpose) shall be sufficient, in Lender’s reasonable judgment, to pay for any restoration necessitated by the casualty, and (iii) the cost of such restoration shall not exceed the Threshold Amount, and (iv) the damage or casualty occurs prior to the date that is six (6) months’ prior to the Maturity Date and the restoration is capable of being completed, in Lender’s judgment, at least ninety (90) days prior to the Maturity Date, and (v) Borrowers shall undertake and complete the repair or restoration of the applicable Property so as to return such Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such insurance proceeds are insufficient to complete such repair or restoration.

F. Deposit and Proper Application of Insurance Proceeds . Lender will have no obligation to see to the proper application of any insurance proceeds paid over to Borrowers, nor will any such proceeds received by Lender bear interest or be subject to any other charge for the benefit of Borrowers. If such insurance proceeds are deposited with Lender, Lender may, prior to the application of such insurance proceeds, commingle such insurance proceeds with Lender’s own funds and otherwise act with regard to such insurance proceeds as Lender may determine in Lender’s sole discretion.

G. Successor’s Rights . Any Person that acquires title to any Property, the Chattels, the Intangible Personalty or the other Collateral upon foreclosure or deed in lieu of foreclosure hereunder will succeed to all of Borrowers’ rights under all policies of insurance maintained pursuant to this Section 5.1.16 with regard to such Property.

5.1.17 Eminent Domain; Private Damage .

A. Application of Condemnation Award . If all or any part of any Property is taken or damaged by eminent domain or any other public or private action, Borrowers shall promptly, following actual notice thereof, provide Lender with written notice of the time and place of all meetings, hearings, trials, and other proceedings relating to such action. Lender may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any award or payment that may be due as a result of such taking or damage, and may, in Lender’s sole discretion, compromise or settle, in the names of both Borrowers and Lender, any claim for any such award or payment. Whether or not Lender is involved in such negotiation or settlement, such compromise or settlement shall be subject to the prior written consent of Lender, which may be granted or withheld in Lender’s discretion. Any such award or payment shall be paid directly to Lender and shall be applied first to reimburse Lender for all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lender in connection with the ascertainment and collection of such award or payment. The balance, if any, of such award or payment received by Lender with respect to a condemnation shall be, in Lender’s sole discretion, either (i) retained and applied, without prepayment penalty or fee as set forth in Section 5(c) of the Notes, by Lender toward payment of the Secured Obligations, in such order and manner as Lender deems appropriate, or (ii) paid over, in whole or in part and subject to such conditions as Lender may impose, to Borrowers for the purpose of restoring, repairing, or rebuilding any part of the Property affected by the taking or damage. Notwithstanding the foregoing provisions of this Section 5.1.17(A) , Lender shall pay over to Borrowers any such award or payment as provided in clause (ii) of the immediately preceding sentence, provided that the following conditions have been satisfied: (a) there does not exist any Default or Event of Default, (b) Borrowers demonstrate to the reasonable satisfaction of Lender that Borrowers have the financial ability to pay all principal and interest and any other amounts required to be paid under this Agreement and the Notes and perform all of the other Secured Obligations during the restoration of the applicable Property from Gross Revenue (including, without limitation, the proceeds of rent loss or business interruption insurance) or otherwise, (c) the damage occurs prior to the date that is six (6) months prior to the Maturity Date and the restoration is capable of being completed prior to the Maturity Date, (d) any condemnation award and other funds provided by Borrowers for such restoration are released under reserve and construction funding arrangements reasonably satisfactory to Lender, (e) the repair or restoration will return the applicable Property to substantially the same size, design and utility as existed immediately prior to the damage, (f) in the event the condemnation award is insufficient to pay for the restoration (as reasonably determined by Lender), Borrowers shall, prior to the commencement of any restoration work, deposit with Lender not later than the date that is fifteen (15) days following the date that the condemnation award is received by Lender, such additional funds as are necessary to complete the restoration as reasonably determined by Lender; (g) Borrowers undertake, covenant and agree (in writing) with Lender to fund any and all deficiencies, and in fact actually fund any and all such deficiencies, not later than the date that is fifteen (15) days

following the date that Borrowers receive written notification from Lender of such deficiency and prior to the distribution of any further portion of the condemnation award, such that at all times the funds held by Lender and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the restoration, (h) the annual Gross Revenue that will survive the restoration or repair of the applicable Property produces a Debt Service Coverage Ratio of not less than 1.20 to 1.0 and Borrowers demonstrate to Lender’s satisfaction that Borrowers shall be able to attain a Debt Service Coverage Ratio of at least 1.20 to 1.0 from Gross Revenue within six (6) months after completion of the restoration, and (i) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Borrowers shall obtain and deliver to Lender such site plan amendment, variance, special use permit or other similar special approval or consent not later than the date that is one hundred eighty (180) days following the date of such taking or condemnation ( provided , however , that such one hundred eighty (180) day time period shall in all respects be subject to the foregoing provisions of this Section 5.1.17 and shall not extend or otherwise modify any time periods in such foregoing provisions). If the applicable Mortgages have been foreclosed prior to Lender’s receipt of such award or payment, Lender may nonetheless retain such award or payment to the extent required to reimburse Lender for all costs and expenses, including reasonable attorneys’ fees, incurred in connection therewith, and to discharge any deficiency remaining with respect to the Secured Obligations.

B. Application of Condemnation Award Under Threshold Amount Notwithstanding the foregoing provisions of Section 5.1.17(A) hereof, in the event that the award or payment does not exceed the Threshold Amount, then such award or payment received by Borrowers with respect to the applicable condemnation shall be paid over, in whole or in part and subject to such conditions as Lender may reasonably impose, to Borrowers for the purpose of restoring, repairing or rebuilding any part of the applicable Property affected by the taking or damage ( provided , however , that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such award or payments, then any remaining award or payments will be paid over to Borrowers) if (i) no Default or Event of Default then exists, and (ii) the award or payment received by Lender (together with any other funds delivered by Borrowers to Lender for such purpose) shall be sufficient, in Lender’s reasonable judgment, to pay for any restoration, repair or rebuilding necessitated by the condemnation, and (iii) the cost of such restoration, repair or rebuilding shall not exceed the Threshold Amount, and (iv) the condemnation occurs prior to the date that is six (6) months prior to the Maturity Date and the restoration, repair or rebuilding is capable of being completed, in Lender’s judgment, at least ninety (90) days prior to the Maturity Date, and (v) Borrowers shall undertake and complete the restoration, repair or rebuilding of any Property so as to return the applicable Property to substantially the same size, design and utility as existed immediately prior to the condemnation and shall fund any deficiency in the event such award is insufficient to complete such repair or restoration.

C. Deposit and Proper Application of Condemnation Award . Lender will have no obligation to see to the proper application of any condemnation award paid over to Borrowers nor will any such condemnation award received by Lender bear interest or be subject to any other charge for the benefit of Borrowers. If such condemnation award is deposited with Lender, Lender may, prior to the application of such condemnation award, commingle such condemnation award with Lender’s own funds and otherwise act with regard to such award as Lender may determine in Lender’s sole discretion.

5.1.18 Leases .

A. Without Lender’s prior written consent, which may be granted or withheld in Lender’s sole discretion, Borrowers shall not enter into or modify, amend, supplement, terminate or cancel any Lease of all or any part of any Property. Any submission by Borrowers for Lender’s consent to a Lease or modification, amendment, supplement, termination or cancellation thereof shall be accompanied by a copy of such Lease (together with a comparison of such Lease against the Lease Form for the applicable Property, showing all proposed modifications to the Lease Form) or modification, amendment, supplement, termination or cancellation, a then-current Rent Roll for the applicable Property, year-to-date and prior year operating statements for the applicable Property and a cover letter requesting Lender’s consent that contains a signature line on which Lender may evidence Lender’s consent to such Lease or modification, amendment, supplement, termination or cancellation (collectively, the “ Lease Approval Deliveries ”). Each Lease, and each modification, amendment, supplement, termination or cancellation of any Lease, shall be in writing.

B. Notwithstanding the foregoing provisions of this Section 5.1.18 , Borrowers shall have the right to enter into “Safe-Harbor Leases” (as hereinafter defined) without Lender’s prior written consent. A “ Safe-Harbor Lease ” shall mean any proposed market Lease that meets the following criteria: (i) such Lease provides for base rent in an amount that is greater than or equal to the base rent being paid for the space to be demised under such proposed Lease as of the date hereof, (ii) the rentable area to be demised pursuant to such proposed Lease which, when combined with any other space in the Property leased to Affiliates of the tenant under such proposed Lease, is less than 25,000 square feet, (iii) such proposed Lease shall be for a term of no less than three (3) years and no greater than fifteen (15) years, including any tenants extension options (other than one-year renewals), (iv) such Lease does not contain any options to purchase, rights of first refusal, rights of first offer, or other rights to acquire, the space demised pursuant to such Lease or all or any other portion of the applicable Property or interest therein, (v) such Lease does not contain any material restrictions on the landlord’s rights to lease any remaining portion of the Property not covered by such Lease, (vi) such Lease does not contain any extraordinary, uncustomary and unduly burdensome landlord obligations (including, without limitation, obligations that a landlord unaffiliated with Borrowers would have difficulty performing), (vii) such Lease is entered into on the standard form of Lease approved in writing by Lender, without material modification thereto and with such changes only as are necessitated by the business terms satisfying the requirements of this definition of “Safe-Harbor Lease” and other non-material changes that are commercially reasonable, and provided that such Lease conforms with the leasing guidelines and lease provisions hereunder and under the other Loan Documents, (viii) such Lease is entered into on arms-length terms with Persons that are not Affiliates of Borrowers, Guarantors or any other Borrowers Control Person, (ix) such Lease does not require the consent of the Permitted Mezzanine Lender under the Mezzanine Loan Documents, and (x) not later than the date that is ten (10) days following the execution of such Lease or a modification or amendment of a Safe-Harbor Lease, Borrowers shall provide Lender with a certified copy of such Lease or such modification or amendment of such Safe-Harbor Lease, together with (a) all other items required to be submitted with any Lease as Lease Approval Deliveries, and (b) a certificate from Borrowers certifying to Lender that the Lease (or, if applicable, such Lease together with such modification or amendment) is a Safe-Harbor Lease and that the Lease (or, if applicable, such Lease together with such modification or amendment) satisfies the requirements set forth herein to qualify as a Safe-Harbor Lease. For the avoidance of doubt, Borrowers may (without the prior written consent of Lender) enter into any modification or amendment of any Safe-Harbor Leases so long as such Safe-Harbor Lease shall remain a “Safe-Harbor Lease” following such modification or amendment.

C. For any proposed Lease that does not qualify as a Safe Harbor Lease, for which Borrower is required to obtain Lender’s consent thereto, Borrowers shall be permitted to submit to Lender, for purposes of obtaining Lender’s consent to any proposed Lease under this Section 5.1.18(C) , either (i) a Lease Summary Term Sheet, as well as any deviations from the standard form of Lease approved by Lender or (ii) a comparison of such Lease against the standard form of Lease approved in writing by Lender showing all proposed modifications to the standard form of Lease approved in writing by Lender. Notwithstanding the foregoing provisions of this Section 5.1.18(C) , Lender’s consent under this Section 5.1.18(C) shall be contingent on the applicable tenant under any proposed Lease signing the Lease Form. If (a) Lender fails to respond to such written request for consent of a proposed Lease on or prior to the date that is five (5) Business Days following the date that Lender receives (x) such request therefor, and (y) with any additional information that Lender may reasonably require to evaluate such proposed Lease (such date, the “ First Notice Request Date ”), and (b) Borrowers have provided Lender a second written request after five (5) Business Days following Lender’s receipt of the First Notice Request Date (the “ Second Notice Request Date ”), each such notice containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all caps letters stating “ LENDER SHALL BE DEEMED TO HAVE CONSENTED TO THE LEASE INCLUDED HEREIN IF LENDER FAILS TO RESPOND TO THIS REQUEST FOR CONSENT ON OR PRIOR TO THE DATE THAT IS FIVE (5) BUSINESS DAYS FOLLOWING THE DATE HEREOF ,” then Lender shall be deemed to have consented to such proposed Lease if Lender fails to respond to the request for consent by the date that is five (5) Business Days from the Second Notice Request Date. Notwithstanding the foregoing, the foregoing described deemed approval shall not apply to any Lease to any Person that is an Affiliate of any Borrower, Guarantors or Property Manager.

D. Termination Fees .

(i) Without limiting the generality of the foregoing, whether or not Lender’s consent to the cancellation, termination or surrender of any Lease is required hereunder (a) Borrowers shall notify Lender in writing of any cancellation penalties, termination fees or other consideration payable to Borrowers in connection with any cancellation, termination or surrender of any Lease (any such penalties or fees are referred to herein as “ Termination Fees ”), which written notice shall be delivered to Lender not later than the date that is five (5) Business Days following the date that Borrowers has received notice from the applicable tenant under such Lease of the intention of such tenant to cancel, terminate or surrender such Lease, but in any event prior to the payment by the applicable tenant under such Lease of any such Termination Fees to Borrowers and (b) Lender may, but shall not be required to, (1) require that Borrowers deposit such Termination Fees into a reserve held by Lender or Servicer pursuant to a reserve agreement, which agreement shall be in form and substance reasonably satisfactory to Lender, and (2) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve account as Lender may reasonably require, including, without limitation (x) requiring that (I) the space left vacant as a result of such cancellation, termination or surrender be relet to a tenant and under a Lease reasonably acceptable to Lender (any such Lease an “ Approved Lease ”), (II) the tenant under such Approved Lease is in occupancy of the portion of the Property demised pursuant to such Approved Lease and is paying rent in accordance with such Approved Lease, (III) Borrowers

provides to Lender a tenant estoppel certificate from the tenant under such Approved Lease in a form and in substance reasonably acceptable to Lender, and (IV) Borrowers provides to Lender written evidence reasonably acceptable to Lender that all improvements to the Property required pursuant to such Approved Lease have been completed in accordance with such Approved Lease, and (y) limiting the amount of any such disbursement to the lesser of (I) the actual cost of re-tenanting such space and (II) the amount calculated by dividing the Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under such Approved Lease

(ii) Subject to Section 5.1.18(D)(iii) , (i) in the event that following the date that any such Termination Fee is paid, as of the date of determination, the Portfolio Debt Service Coverage Ratio is less than 1.0 to 1.0, then Lender may apply an amount equal to the excess of (x) any Termination Fees over (y) the amount of such Termination Fees disbursed to Borrowers pursuant to Section 5.1.18(D)(i) above (any such excess amount the “ Excess Termination Fees ”) to any regularly scheduled payment due and payable by Borrowers under the Notes, the Mortgages or the other Loan Documents (including, without limitation, any monthly payment of principal and/or interest and any regularly scheduled reserve deposits) in such order and in such manner as determined by Lender; or (ii) following the date that any such Termination Fee is paid, as of the date of determination, (x) the Portfolio Debt Service Coverage Ratio equals or exceeds 1.0 to 1.0, and (y) at least ninety percent (90%) of the rentable square feet of space available at the Properties (but excluding any Released Property released pursuant to the Partial Release Agreement and the 11540 Mosteller Property until such time as the Future Advance has been funded) occupied by Leases consented to (or deemed consented to) by Lender pursuant to Section 5.1.18(C) and/or or Safe-Harbor Leases, then Lender shall disburse any Excess Termination Fees to Borrowers.

(iii) If any Event of Default exists, Lender may apply any Termination Fees to the Secured Obligations in such order and in such manner as determined by Lender in Lender’s sole discretion.

E. With respect to each Lease, Borrowers:

(i) Shall timely pay and perform each of the obligations of Borrowers under or in connection with the Leases and shall otherwise pay such sums and take such action as shall be necessary or required in order to maintain such Lease in full force and effect in accordance with its terms;

(ii) shall neither do, nor neglect to do, anything that may cause or permit the termination of such Lease, or cause or permit the withholding or abatement of any rent payable under any such Lease;

(iii) shall pay, observe and perform all of the obligations imposed upon Borrowers under such Lease and shall otherwise pay such sums and take such action as shall be necessary or required in order to maintain such Lease in full force and effect in accordance with its terms, and shall not do or permit to be done anything to impair the value of the Lease as security for the Secured Obligations;

(iv) shall promptly (but not later than five (5) Business Days following receipt thereof) send copies to Lender of all material written notices that Borrowers shall send or receive under any Lease, including, without limitation, of (a) any notices given to any Borrower by the tenant under any Lease (1) alleging the default by any Borrower in the timely payment or performance of its obligations under such Lease, (2) purporting to terminate or cancel such Lease prior to its stated expiration date, or (3) requiring or demanding the expenditure of any sum by any Borrower (or demanding the taking of any action by such Borrower), and (b) any subsequent communications related thereto; and Borrowers agree that Lender, in Lender’s sole discretion during the continuance of a Default or an Event of Default may advance any sum or take any action that Lender reasonably believes is necessary or required to maintain the Leases in full force and effect, and all such sums advanced by Lender, together with all costs and expenses incurred by Lender in connection with action taken by Lender pursuant to this Section, shall be due and payable by Borrowers to Lender not later than the date that is five (5) days following the date of demand thereof, shall bear interest from the date such sums are advanced by Lender until paid at the Default Rate, and shall be secured by the Mortgages;

(v) shall enforce all of the terms, covenants and conditions contained in the Lease upon the part of the lessee or any other party that is not Borrowers thereunder to be observed or performed and shall not effect a termination or diminution of the obligations of tenants under Lease;

(vi) shall not collect any rent under any Lease more than one (1) month in advance (other than security deposits);

(vii) shall not execute any other assignment of Borrowers’ interest in the Leases or Gross Revenue of each Property, except pursuant to the Security Documents;

(viii) shall not alter, modify or change the terms of any guaranty of the Leases or cancel or terminate such guaranty without the prior written consent of Lender; and

(ix) shall not consent to any assignment of or subletting under the Lease not in accordance with their terms, without the prior written consent of Lender.

F. Borrowers shall deposit security deposits of tenants under Leases that are turned over to or for the benefit of Borrowers or otherwise collected by or on behalf of Borrowers, into an Eligible Account and in compliance with applicable Legal Requirements and shall not commingle such funds with any other funds of Borrowers. Any bond or other instrument that Borrowers are permitted to hold in lieu of cash security deposits under any applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as hereinabove described, shall, if permitted pursuant to all applicable Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender) and shall, in all respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrowers shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrowers’ compliance with the foregoing. Upon the occurrence and during the continuance of any Event of Default, Borrowers shall, upon Lender’s written request, if permitted by any applicable Legal Requirements, turn over to Lender the security deposits (and, if required to be paid to any tenant pursuant to its Lease or applicable Legal Requirements, any interest theretofore earned thereon and not previously disbursed to such tenant) then held with respect to all or any portion of any Property, to be held by Lender subject to the terms of the Leases.

G. Lender will not be obligated to enter into any subordination, non-disturbance and attornment agreement (or similar agreement) with any tenant under any Lease for which any Borrower is requesting Lender’s consent until such time as an executed Lease that complies with the provisions of this Agreement is delivered to Lender.

5.1.19 Preservation of Existence and Property, Scope of Business, Compliance with Law, Non-Foreign Status .

(i) Except as otherwise permitted pursuant to Article 7 hereof, Borrowers shall maintain or shall cause to be maintained the ownership and organizational structure reflected on Exhibit A attached hereto at all times while the Secured Obligations are outstanding.

(ii) Borrowers shall comply with all Legal Requirements, including, without limitation, all applicable laws, rules, regulations and orders and other governmental or quasi-governmental requirements and private covenants, such compliance to include, without limitation, maintaining all Permits and paying before the same become delinquent all taxes, assessments and governmental charges imposed upon any Borrower or any Property. Borrowers shall maintain all Permits necessary for the operation, ownership, use, occupancy and maintenance of the Properties for the then current use of the Properties, and without limiting this covenant of Borrowers, Borrowers shall make application for renewals of any of the Permits prior to the expiration thereof.

(iii) Borrowers shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect the existence of each Borrower Control Person as a limited liability company, corporation or other entity, as may be applicable, and to maintain the authorization of each Borrower Control Person to perform its obligations under the Loan Documents.

(iv) Borrowers shall not amend or modify, or permit any other Borrower Control Person to amend or modify, the Organizational Documents of any Borrower or any Borrower Control Person so as to contravene any of the Loan Documents or to prevent the observance of the obligations under the Loan Documents.

(v) Borrowers shall comply, and cause each other Borrower Control Person to comply with all applicable laws, rules, regulations and orders and other governmental or quasi-governmental requirements, and Borrowers shall obtain, and cause each other Borrower Control Person to obtain, all authorizations, approvals and consents from, and shall make all notices and filings with, any court, governmental, authority or regulatory body, in respect of the right and ability of any Borrower and each Borrower Control Person to perform, or cause the performance of, the obligations under the Loan Documents.

(vi) Borrowers shall maintain, and cause Sole Member and Guarantors (other than any Guarantor that is an individual) to maintain, its status as “non-foreign person” within the meaning of Sections 1445 and 7701 of the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. Borrowers shall, promptly after receiving notice thereof, notify Lender in writing of any litigation, action, proceeding or investigation against Borrowers (or any of them) or any Borrower Control Person or any Property before any court, governmental or quasi-governmental arbitrator or other authority and, upon reasonable request of Lender, from time to time provide Lender with status or other information in respect thereof.

5.1.20 Right to Contest . Notwithstanding any other provision of this Agreement, no Borrower shall be deemed to be in Default solely by reason of such Borrower’s failure to comply with any Legal Requirement so long as, in such Borrower’s judgment, each of the following conditions is satisfied:

A. Such Borrower is engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or applicability of such Legal Requirement; and

B. Noncompliance with any Legal Requirement will not result in the loss, forfeiture or encumbrance of any property encumbered hereby or any interest of Lender therein or result in any fines or other punitive actions or any loss or impairment of insurance coverage; and

C. Such Borrower deposits with Lender, as security for any payment or performance that may ultimately be required, an amount equal to the amount of any fine, assessment or charge plus the interest, penalties, and other costs that Lender reasonably estimates are likely to become payable if such Borrower’s contest is unsuccessful.

D. If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, then such Borrower shall comply with the any Legal Requirement in question, not later than the date that is five (5) days following the date that Lender provides written notice to such Borrower of such determination.

5.1.21 Economic Sanctions, Anti-Money Laundering, Etc .

Each Borrower represents, warrants and covenants to, and agrees with, Lender that:

A. No Borrower, Guarantor, or any officer or director of any Borrower or any Guarantor, is or shall become a Prohibited Person or is or shall become directly or indirectly owned or controlled by any Prohibited Person;

B. None of the funds of any Borrower, any Guarantor or any other party that are used to repay the Secured Obligations shall be derived from (i) conducting business or transacting with any Prohibited Person (including, without limitation, making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person), (ii) dealing in any property or interests in property blocked pursuant to the Executive Order, or (iii) activities involving the violation of any Anti-Money Laundering Laws;

C. None of the proceeds of the Loan shall be used to facilitate any business, transactions, or other activity with any Prohibited Person or activities involving the violation of any Anti-Money Laundering Laws; and

D. Borrowers shall promptly deliver to Lender any certification or other evidence reasonably requested from time to time by Borrowers confirming Borrowers’ compliance with this Section 5.1.21 . The representations, warranties and covenants set forth in this Section 5.1.21 shall be deemed repeated and reaffirmed by Borrowers as of each date that Borrowers make a payment to Lender under the Notes, this Agreement and the other Loan Documents or receives any payment from Lender. Borrowers shall promptly notify Lender in writing should Borrowers become aware of any change in the information set forth in these representations, warranties, covenants and agreements.

E. At all times until the full satisfaction of the Secured Obligations, (i) none of the funds or other assets of any of any Borrower, any Guarantor, any Borrower Control Person or any Person that directly or indirectly Controls any Guarantor (other than any Guarantor that is an individual) shall constitute property of, shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et. seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder or any other laws, regulations or executive orders administered by the Office of Foreign Assets Control with the result that an investment in Borrower (whether directly or indirectly) is prohibited by law or the Loan made by Lender is in violation of law (an “ Embargoed Person ”), (ii) no Embargoed Person shall have any direct or indirect interest of any nature whatsoever in any Borrower with the result that such investment in such Borrower (whether direct or indirect) is prohibited by law or that any of the transactions contemplated under the Loan Documents are in violation of any law, and (iii) none of the funds of any of any Borrower, any Guarantor, any Borrower Control Person or any Person that directly or indirectly Controls any Guarantor (other than any Guarantor that is an individual) shall be derived from any unlawful activity with the result that the investment in any Borrower (whether directly or indirectly) is prohibited by law or that any of the transactions contemplated under the Loan Documents are in violation of any law.

F. Notwithstanding the foregoing, with respect to any direct or indirect constituent of any Borrower or any Guarantor that is not a U.S. Person, such non-U.S. Person shall not be required to comply with any of the provisions in this Section if doing so would constitute a violation of the domiciliary law applicable to such non-U.S. Person; provided , however , that if such non-U.S. Person is not required to comply with the provisions of this Section, Borrowers shall deliver written notice to Lender, which written notice shall include, among other things, (x) the identity of such non-U.S. Person, (y) the justification for such non-U.S. Person’s non-compliance and (z) such other written evidence reasonably required by Lender confirming the same.

5.1.22 Guarantors .

A. Death of Individual Guarantor . Within thirty (30) days after the death or declaration of legal incompetence of any Guarantor that is an individual, Borrowers shall notify Lender in writing of such death or legal incompetence, and provide to Lender the names, current financial statements, reports and tax returns (in form and substance as required pursuant to Section 5.1.12 hereof and Section 13 of the Non- Recourse Carveout Guaranty) of one or more proposed Qualified Replacement Guarantors, whose financial statements, reports and tax returns demonstrate that the Net Worth and Available Liquidity and financial condition are satisfactory to qualify such proposed Qualified Replacement Guarantors to be Qualified Replacement Guarantors. Once a Qualified Replacement Guarantor has been approved by Lender and has executed a guaranty agreement (in substantially the same form as the Non-Recourse Carveout Guaranty) and environmental indemnity agreement (in substantially the same form as the Environmental Indemnity Agreement) and such other instruments as Lender may reasonably require in connection with such replacement then the estate of the deceased or legally incompetent Guarantor shall be released from all liability under the Loan and the Loan Documents and such Qualified Replacement Guarantor(s) shall cover and assume, without limitation, all liabilities and obligations of the deceased or legally incompetent Guarantor that occurred prior to the execution of such replacement guaranty agreement and environmental indemnity agreement. For the avoidance of doubt, the above provision shall not apply in the case of the death or declaration of legal incompetence of an Individual Guarantor, unless the Net Worth and/or Available Liquidity of such Individual Guarantor are required, in the aggregate, with other Guarantors in order to satisfy the Guarantor Minimum Net Worth and/or Guarantor Minimum Available Liquidity, in which case, such Individual Guarantor shall be replaced in accordance with the terms of this Section 5.1.22(A) .

B. Dissolution of Entity Guarantor. Within thirty (30) days after the dissolution of any Guarantor that is an entity, Borrowers shall notify Lender in writing of such dissolution and provide to Lender the names and current financial statements, reports and tax returns (in form and substance as required pursuant to Section 5.1.12 hereof and Section 13 of the Non-Recourse Carveout Guaranty) of one or more substitute guarantors which financial statements, reports and tax returns demonstrate that the Net Worth and Available Liquidity and financial condition are satisfactory to qualify such proposed Qualified Replacement Guarantors to be Qualified Replacement Guarantors. Within thirty (30) days after the dissolution of such Guarantor, each substitute guarantor(s) shall (x) deliver to Lender an executed a guaranty agreement (in substantially the same form as the Guaranty Agreement) and environmental indemnity agreement (in substantially the same form as the Environmental Indemnity Agreement) and (y) such other instruments as Lender may reasonably require in connection with such replacement, and provided that such Qualified Replacement Guarantor(s) shall cover and assume, without limitation, all liabilities and obligations of the dissolved Guarantor that occurred prior to the execution of such replacement guaranty agreement and environmental indemnity agreement.

C. If at any time prior to the payment in full of the Secured Obligations, the then-Guarantor(s) collectively fail to satisfy the Guarantor Minimum Net Worth Requirement and Guarantor Minimum Available Liquidity Requirement, such failure may be cured by replacing any or all of the Guarantor(s) with one or more Persons that (i) qualify as Qualified Replacement Guarantors, and (ii) execute and deliver to Lender (x) a guaranty agreement and environmental indemnity agreement in substantially the same form as the Non- Recourse Carveout Guaranty and the Environmental Indemnity Agreement and (y) such other instruments as Lender may reasonably require in connection with such substitution.

5.1.23 Minimum Net Worth and Liquidity of Guarantors . At all times until repayment in full of the Secured Obligations, Borrower shall cause the then-Guarantor(s) to satisfy the Guarantor Minimum Net Worth Requirement and Guarantor Minimum Available Liquidity Requirement.

5.1.24 Other Encumbrances . Borrowers shall perform and comply with all covenants, conditions and prohibitions required of any Borrower in connection with any Property Record Agreement and any other encumbrance affecting any Property or any of the Chattels, the Intangible Personalty or the other Collateral, or any part thereof, or any interest therein, regardless of whether such other encumbrance is superior or subordinate to the Lien hereof.

5.1.25 Maintenance and Repair of Property and Chattels; Contracts .

A. Borrowers shall at all times maintain the Properties and the Chattels in good condition and repair, shall diligently prosecute the completion of any building or other improvement that is at any time in the process of construction on the Properties, and shall keep each Property in good repair, working order and condition, except for reasonable wear and use (and except for casualty losses as to which other provisions hereof shall govern), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto. Borrowers shall promptly repair, restore, replace, or rebuild any part of the Properties or the Chattels that may be affected by any casualty or any public or private taking or injury to the Properties or the Chattels, so long as Lender releases insurance or condemnation proceeds in accordance and subject to the other provisions of this Agreement. All costs and expenses arising out of the foregoing shall be paid by Borrowers whether or not the proceeds of any insurance or eminent domain shall be sufficient therefor. Borrowers shall maintain access to and egress from each Property by public streets. Borrowers shall comply with (or cause compliance with) all Legal Requirements relating to the ownership, construction, maintenance, use, or operation of the Properties, including but not limited to, any zoning requirements, any environmental or ecological requirements, any requirements pursuant to and in accordance with any Property Record Agreements and any requirements regarding access for persons with disabilities. Borrowers shall maintain all public utility services (including, without limitation, water supply, storm and sanitary sewer facilities, and natural gas, electric, telephone, cable television and high speed Internet access facilities, as applicable) necessary for the operation and maintenance of the Properties (including, without limitation, improvements constituting part of any Property) for its intended purposes, and, without limiting such maintenance requirement, shall maintain such services at the boundaries of the Land. Borrowers shall comply with (or cause compliance with) all requirements of any insurance company or inspection or rating bureau in respect of the Properties, including, without limitation, any requirements for the continuation of any insurance coverage or the continuation thereof at premium rates.

B. Borrowers shall timely pay and perform each of the obligations of Borrowers under or in connection with the Contracts (except those being disputed in good faith). Borrowers shall not, without Lender’s prior written consent, (i) enter into any Contract with an Affiliate of any Borrower, any Guarantor or any other Borrower Owner Person and/or (ii) enter into any Contract that has a term in excess of one hundred eighty (180) days unless such Contract is terminable by any Borrower (without penalty) on thirty (30) days’ notice. No Borrower Control Person shall enter into any contract or agreement that contravenes any of the Loan Documents or that provides or has the effect that the performance of the Loan Documents constitutes a default under such contract or agreement or results in the creation of any Lien. Borrowers shall perform, observe and fulfill, in all material respects, all of the obligations, covenants and conditions set forth in any Contract to which any Borrower or any of the properties, assets or revenues of any Borrower, as the case may be, are bound, if the failure to perform, observe or fulfill any such obligation, covenant or condition would materially and adversely affect the properties, assets, operations or condition (financial or otherwise) of any Borrower, as the case may be, or the ability of any party to the Loan Documents to perform Borrowers’ obligations under the Loan Documents.

C. Borrowers shall maintain or cause to be maintained (i) the standard of each Property at all times at its historic level of quality and finish (and at a level not lower than that maintained by prudent managers of similar facilities in the geographic region where each Property is located), and (ii) all licenses, Permits and any other agreements necessary for the operation, ownership, use, occupancy and maintenance of each Property, and Borrowers shall make application for renewals of any of the Permits prior to the expiration thereof.

D. Borrowers shall comply at all times with any Operations and Maintenance Plan for any Property, as set forth in the Lease Certificate.

5.1.26 Records and Books of Account . Borrowers shall keep accurate and complete records and books of account, in which complete entries shall be made, reflecting all financial transactions of Borrowers relating to the Properties.

5.1.27 Intentionally Omitted .

5.1.28 Change of Executive Offices . Borrowers shall promptly notify Lender in writing if changes are made in the location of Borrowers’ primary executive offices.

5.1.29 Cash Management Lockbox . At or prior to the Closing Date, Lender and Borrowers shall enter into the Cash Collateral Agreement, pursuant to which Lender shall (or shall cause Servicer to) establish the Deposit Account (as such term is defined in the Cash Collateral Agreement) into which all proceeds in respect of each Property, including, without limitation, all Gross Revenue for each Property, shall be deposited, applied, retained and/or disbursed, pursuant to and in accordance with the terms and provisions of the Cash Collateral Agreement. Borrowers shall comply with all of the terms and conditions of the Cash Collateral Agreement.

5.2 Negative Covenants . Borrowers covenant and agree that, until payment in full of the Secured Obligations, Borrowers shall not do, directly or indirectly, any of the following without Lender’s prior written consent:

5.2.1 Debt . Incur any Indebtedness, other than the Loan or as otherwise expressly permitted in this Agreement.

5.2.2 Liens on any Property or other Collateral . Incur, create, assume, become or be liable in any manner with respect to, or permit to exist any Lien with respect to any Property, the Chattels, the Intangible Personalty or the other Collateral except (i) Liens in favor of Lender and (ii) the Permitted Encumbrances. Notwithstanding the immediately preceding sentence, mechanic’s Liens shall be governed by Section 5.1.2(E) hereof.

5.2.3 Ownership and Transfer . (i) Own any property of any kind other than the Collateral, (ii) except as permitted by Article 7 hereof, Transfer, directly or indirectly, all or any part of the Collateral or all or any part of any Property, or (iii) permit any Transfer, directly or indirectly, of any direct or indirect ownership interest in, or Control of, any Borrower.

5.2.4 Dissolution; Merger or Consolidation . Dissolve, terminate, liquidate, merge with or consolidate into another Person.

5.2.5 Debt Cancellation . Cancel or otherwise forgive or release any material claim or debt owed to any Borrower by any Person, except for adequate consideration or in the ordinary course of such Borrowers’ business.

5.2.6 Affiliate Transactions . Except as expressly permitted herein or as approved by Lender in writing, enter into, or be a party to, any transaction with a Borrower Owner Person or any Affiliate of any Borrower Owner Person, except in the ordinary course of business and on terms that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties. Without limiting the foregoing sentence, no Borrower shall pay any fees to any Borrower Owner Person or any Affiliate of any Borrower Owner Person (a) unless such fees are set forth in the Operating Budget approved by Lender, or (b) during the existence of any Default or Event of Default, except as approved by Lender in writing.

5.2.7 Creation of Easements . Except as expressly permitted herein or as approved by Lender in writing, (i) enter into, create, or permit any Property or any part thereof to become subject to, any Property Record Agreement, other than a Permitted Encumbrance, or (ii) amend, supplement, cancel, modify or terminate any Property Record Agreement that is a Permitted Encumbrance.

5.2.8 Misapplication of Funds . Distribute any Gross Revenue for any Property or Money received from any Leases in violation of the provisions of this Agreement and the other Loan Documents.

5.2.9 Certain Restrictions . Enter into any agreement that expressly restricts the ability of any Borrower to enter into amendments, modifications or waivers of any of the Loan Documents.

5.2.10 Assignment of Permits and Warranties . Transfer any Borrower’s interest in any and/or all Permits and warranties pertaining to any Property or assign, transfer or remove or permit any other Person to assign, transfer or remove any records pertaining to any Property and the location of any such records at such Property or the office of such Borrower without written notice to Lender thereof.

5.2.11 Name and Business of Borrower; Jurisdiction of Organization; . (i) Make any material change in the scope or nature of the business objectives, purposes or operations of Borrowers, or undertake or participate in activities other than the continuance of the present business of Borrowers, (ii) change the chief executive office or the principal place of business of any Borrower without giving Lender at least fifteen (15) days’ prior written notice thereof and promptly providing Lender such information as Lender may reasonably request in connection therewith, (iii) change or permit a change of the jurisdiction of organization of any Borrower without first notifying Lender in writing of such Borrower’s intention to do so and delivering to Lender any financing statement that may be filed in connection with any of the Loan Documents as Lender may require, or (iv) change the name under which any Borrower does business, or adopt or begin doing business under any other name or assumed or trade name, without first notifying Lender of Borrowers’ intention to do so and delivering to Lender such executed modifications or supplements to this Agreement and/or any of the other Loan Documents (and to any financing statement that may be filed in connection with any of the Loan Documents) as Lender may require.

5.2.12 ERISA; Plans and Welfare Plans . (i) Engage in or permit any transaction (a) that would cause the Notes (or the exercise by Lender of any of its rights under the Loan Documents) to be a non-exempt, prohibited transaction under ERISA (including for this purpose the parallel provisions of Section 4975 of the Code), or otherwise result in Lender being deemed in violation of any applicable provisions of ERISA, or (b) that could be subject to either a material civil penalty or tax assessed pursuant to Section 502(i) or 502(1) of ERISA or Section 4975 of the Code, (ii) permit any Welfare Plan to provide benefits, including without limitation, medical benefits (whether or not insured), with respect to any current or former employee of Borrower beyond his or her retirement or other termination of service other than (a) coverage mandated by Legal Requirements, (b) death or disability benefits that have been fully provided for by paid up insurance or otherwise or (c) severance benefits (unless such coverage is provided after notification of and with the reasonable approval of Lender), (iii) permit the assets of any Borrower to become “plan assets”, whether by operation of law or under regulations promulgated under ERISA or adopt, amend (except as may be required by Legal Requirements) or increase the amount of any benefit or amount payable under, or permit any ERISA Affiliate to adopt, amend (except as may be required by Legal Requirements) or increase the amount of any benefit or amount payable under, any Plan or Welfare Plan, except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits expense to any Borrower or any ERISA Affiliate or (iv) permit an ERISA Event to occur. Borrowers shall indemnify, protect, defend,

and hold Lender harmless from and against any and all losses, liabilities, damages, claims, judgments, costs, and expenses (including, without limitation excise taxes, attorneys’ fees and costs incurred in the investigation, defense, and settlement of claims and in obtaining any individual ERISA exemption or state administrative exception that may be required, in Lender’s sole and absolute discretion) that Lender may incur, directly or indirectly, as the result of the breach by Borrowers of any warranty or representation set forth in Section 5.1.15 hereof or the breach by Borrowers of any covenant contained in this Section 5.2.12 . This indemnity shall remain in full force and effect until repayment in full of the Secured Obligations and shall not be subject to the limitation on personal liability described in Section 11.28 .

5.2.13 Waste and Alterations . Commit or permit any material, physical waste with respect to any Property or the Chattels. Borrowers shall not cause or permit any part of any Property, including, without limitation, any building, structure, parking lot, driveway, landscape scheme, timber, or other ground improvement (but excluding minor landscape and ground cover alteration), to be removed, demolished, or materially altered without the prior written consent of Lender, and Borrowers shall not, without the prior written consent of Lender, construct any Improvements on any Property, in each case, which consent may be granted or withheld in the sole discretion of Lender. Borrowers shall not change or cause to be changed any access to or egress from any Property by public streets, easements or rights of way without Lender’s prior written consent which consent may be granted or withheld in the sole discretion of Lender.

5.2.14 Distributions . Make any distributions of Gross Revenue to any direct or indirect member, partner, shareholder or other owner of any Borrower, or any manager of any Borrower, or other direct or indirect manager or owner of any Borrower or its respective Affiliates (including, without limitation, those made for purposes such as the return of such parties’ equity in any Borrower) (i) during the existence of any Default or Event of Default or (ii) in violation of the provisions of this Agreement and the other Loan Documents, in each case, without the prior written consent of Lender in its sole and absolute discretion.

5.2.15 Zoning and Private Covenants . Initiate, join in, or consent to any change in any zoning ordinance or classification, any change in the “zoning lot” or “zoning lots” (or similar zoning unit or units) presently comprising any Property, any transfer of development rights, any private restrictive covenant, or any other public or private restriction limiting or defining the uses which may be made of any Property or any part thereof, without the express written consent of Lender. If under applicable zoning provisions the use of all or any part of any Property is or becomes a nonconforming use, Borrowers shall not cause such use to be discontinued or abandoned without the express written consent of Lender, and Borrowers shall use Borrowers’ best efforts to prevent the tenant under any Lease from discontinuing or abandoning such use.

5.2.16 Contracts . Enter into, modify, change, supplement, alter, amend or terminate, or consent to the entering into, modification, change, supplement, alteration, amendment modification or termination of, any Contract in excess of $100,000.00 (including, without limitation, any collective bargaining agreement or any other labor agreement) without Lender’s prior written consent.

5.2.17 Use of Proceeds . Use the proceeds of the Loan or any funds advanced by Lender under the Loan Documents (i) for household or agricultural purposes, (ii) to purchase any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, (iii) for any purpose that would be inconsistent with such Regulation U or any other Regulations of the Board of Governors, (iv) for any purpose prohibited by any Legal Requirements or (v) for any purpose other than the purposes described in Section 2.14 hereof.

5.2.18 Property Record Agreement . Enter into, amend, supplement, cancel, modify or terminate any Property Record Agreement, without Lender’s prior written consent.

5.2.19 Further Encumbrance of Chattels . Create nor permit any lien, security interest or encumbrance against the Chattels, Intangible Personalty or other Collateral or any part thereof or interest therein, other than the liens and security interests created by the Loan Documents, the Permitted Encumbrances and the Permitted Indebtedness, without the prior written consent of Lender, which consent may be granted or withheld in the sole discretion of Lender

5.2.20 Assessments Against Property . Without the prior written consent of Lender, which may be withheld for any reason, consent to or allow the creation of any so-called special districts, special improvement districts, benefit assessment districts or similar districts, or any other body or entity of any type, or consent to or allow the occurrence of any other event, that would or might result in the imposition of any additional taxes, assessments or other monetary obligations or burdens on any Property.

5.2.21 Transfer or Removal of Chattels, Personalty or other Collateral . Transfer or remove from any Property all or any part of the Chattels, Personalty or other Collateral, unless (i) the items in question are removed temporarily for maintenance and repair or (ii) the items transferred or removed are simultaneously replaced with similar items of substantially equal or greater utility or value, free of any Liens.

5.2.22 Improper Use of Property, Chattels, Intangible Personalty or other Collateral . Use any Property, the Chattels, the Intangible Personalty or the other Collateral for any purpose or in any manner that violates any Legal Requirements or the requirements or conditions of any insurance policy.

5.2.23 Single Purpose Entity . Take any action or fail to take any action that would cause any Borrower to no longer be a Single Purpose Entity or otherwise violate Section 5.1.14 of this Agreement.

5.2.24 Equipment and Inventory . Permit any Equipment or Inventory owned by any Borrower to be removed at any time from any Property unless the removed item is consumed or sold in the usual and customary course of business, removed temporarily for maintenance and repair or, if removed permanently, replaced by an article of equivalent suitability and not materially less value or less utility, owned by such Borrower free and clear of any Lien, subject to the Equipment Financing.

ARTICLE 6 EVENT OF DEFAULT

6.1 Event of Default . The occurrence of one or more of the following events shall be an “ Event of Default ” hereunder:

6.1.1 Borrowers fail to pay when due any interest, principal or other amount in a sum certain under this Agreement or under any of the other Loan Documents for which sum there is a scheduled date for payment or for which there is a date certain for payment (including, without limitation, the payment of all outstanding Secured Obligations on the Maturity Date); notwithstanding the foregoing provisions of this Section 6.1.1 , there shall be a grace period of not more than five (5) days for any regularly scheduled payment of interest only or any payment of principal and interest (other than on the Maturity Date) if such payment is not made on the due date therefor, provided, however, that there shall only be two (2) such grace periods during the term of the Loan;

6.1.2 Any Borrower fails to pay within five (5) days following demand by Lender any amount other than any amount described in Section 6.1.1 above; notwithstanding the foregoing provisions of this Section 6.1.2 , there shall be a grace period of not more than five (5) days for any such payment if such payment is not made on the due date therefor, provided, however, that there shall only be two (2) such grace periods during the term of the Loan;

6.1.3 there is a breach of the provisions of Section 5.1.2(E) , Section 5.1.4 , Section 5.1.14 , Section 5.1.15 , Section 5.1.18 (except for any breach of clause (E)(i) , (E)(ii) , (E)(iii) , (E)(iv) , and (E)(v) , of Section 5.1.18) ; Section 5.1.19 (except for any breach of clauses (ii) or (v) of Section 5.1.19 ); Section 5.1.21 , Section 5.1.22 , Section 5.1.23 , Section 5.2.1 , Section 5.2.2 , Section 5.2.3 , Section 5.2.4 , Section 5.2.5 , Section 5.2.7 , Section 5.2.12 , Section 5.2.16 , Section 5.2.18 , Section 5.2.21 , Section 5.2.23 , or Article 7 .

6.1.4 if there is a breach of clause (E)(i) , (E)(ii) , (E)(iii) , (E)(iv) and (E)(v) of Section 5.1.18 ); clause (ii) and clause (v ) of Section 5.1.19 and such breach continues for a period of ten (10) days following the earlier to occur of (1) receipt of written notice thereof from Lender or any other Person to any Borrower, and (2) any Borrower obtaining actual knowledge thereof;

6.1.5 any Borrower fails to maintain or renew insurance in accordance with Section 5.1.16 hereof any insurance required to be maintained pursuant to the Insurance Agreement;

6.1.6 any Borrower and/or any Guarantor shall fail to perform any of the terms, covenants, obligations or conditions of this Agreement, the Notes, the Mortgages or the other Loan Documents to which it is a party that are not specifically referred to in other subsections in this definition of “Event of Default,” for thirty (30) days after written notice from Lender; provided , however , that if such failure is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrowers shall have commenced to cure such failure within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrowers in the exercise of due diligence to cure such failure, but in no event for more than sixty (60) days (and for the avoidance of doubt, the cure periods set forth in this Section 6.1.6 shall not be applicable to the Events of Default described in the other subsections of this Section 6.1 );

6.1.7 any failure by Borrowers to vacate, or set aside, or stay, for thirty (30) days, any levy executed, attached, sequestrated or other writ against any Property, the Chattels, the Intangible Personalty or the other Collateral;

6.1.8 any liquidation, termination or dissolution of any Borrower Control Person;

6.1.9 any receiver, liquidator or trustee shall be appointed for any Borrower Control Person, for the taking of possession of all or any part of any property or asset of any Borrower Control Person, other than by the request of Lender;

6.1.10 any Borrower Control Person makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors;

6.1.11 any entry in bankruptcy of an order for relief for or against any Borrower Control Person;

6.1.12 the filing of any petition (or answer admitting the material allegations of any petition), or other pleading, seeking entry of an order for relief for or against any Borrower Control Person as a debtor or bankrupt or seeking an adjustment of any of such parties’ debts, or any other relief under any Bankruptcy Law, including, without limitation, a petition or answer seeking reorganization or admitting the material allegations of a petition filed against any such party in any bankruptcy or reorganization proceeding, or the act of any of such parties in instituting or voluntarily being or becoming a party to any other judicial proceedings intended to effect a discharge of the debts of any such parties, in whole or in part, or a postponement of the maturity or the collection thereof, or a suspension of any of the rights or powers of a trustee or of any of the rights or powers granted to Lender herein or in any other Loan Document, and any such petition, if involuntary, is not dismissed within ninety (90) days following the filing thereof;

6.1.13 any Borrower Control Person admits in writing any such Borrower Control Person’s inability to pay such Borrower Control Person’s debts as they become due;

6.1.14 any certification, representation or warranty made by any Borrower Control Person in the Loan Application, this Agreement, the Notes, the Mortgages or any other Loan Document, or in any other instrument, certificate or document modifying, renewing, extending, evidencing, securing or pertaining to the Loan, or in any notice delivered or made in connection herewith or therewith, shall prove to be false, misleading or erroneous in any material respect when made or deemed made;

6.1.15 any failure of (x) any Borrower or any Guarantor to pay any money judgment in excess of $25,000.00 against such Borrower or any Guarantor or (y) any Borrower Control Person to pay any money judgement in excess of $100,000.00 against such Borrower Control Person, in each case before the expiration of thirty (30) days after such judgment becomes final and no longer appealable;

6.1.16 any assertion of any claim of priority over any Mortgage, by title, Lien, or otherwise, unless Borrowers, within thirty (30) days after such assertion either causes the assertion to be withdrawn or provides Lender with such security as Lender may require to protect Lender against all loss, damage, or expense, including actual third party attorneys’ fees, which Lender may incur in the event such assertion is upheld;

6.1.17 the occurrence of (i) any Default, after the lapse of any applicable notice, grace or cure period, under any Loan Document, by Borrowers (or any of them), any Guarantor or any other Borrower Control Person, (ii) any “Event of Default” as defined or described in this Agreement, any of the Notes, the Mortgages and/or any other Loan Document, or (iii) or the occurrence of any event or circumstance defined or deemed to be an “Event of Default” under this Agreement, any of the Notes, the Mortgages and/or any other Loan Document;

6.1.18 the occurrence of any default after the lapse of any applicable grace or cure period, or the occurrence of any event or circumstance defined as an “Event of Default” under any under any Indebtedness (other than the Loan) or consensual Lien encumbering the Property or any part thereof or interest therein, or any document or instrument evidencing obligations secured thereby; provided , however , that nothing in this Section 6.1.18 shall be deemed to permit any such consensual Lien to be executed by any Borrower or any other Person (for the avoidance of doubt, the occurrence of a default or event of default under any Permitted Mezzanine Financing, that is not otherwise, in and of itself, independently a Default or Event of Default under any provision of this Agreement, the Mortgages or any of the other Loan Documents, shall not be deemed to be a Default or Event of Default under this Agreement, the Mortgages or any of the other Loan Documents);

6.1.19 any order or decree is entered by any court of competent jurisdiction (i) enjoining the rental of any space at any Property or (ii) enjoining or prohibiting Borrowers or any Guarantor, from substantially performing any of its respective obligations under this Agreement or any other Loan Document, and in each case such order or decree is not stayed or vacated, or the proceedings out of which such order or decree arose are not dismissed, within thirty (30) days after the granting of such decree or order; or

6.1.20 any Borrower or any Guarantor shall purport to, terminate, revoke, repudiate, declare voidable or void or otherwise contest the validity or enforceability of any of the Loan Documents or any provision thereof or any of the obligations of any Borrower or any Guarantor under any Loan Document.

6.1.21 (a) the occurrence of any “default” after the lapse of any applicable grace or cure period, or (b) the occurrence of any event or circumstance defined as an “Event of Default”, under any Permitted Indebtedness or under any other Indebtedness incurred or owing by Borrowers in an amount greater than or equal to the Trade Payable Cap, or under any document or instrument evidencing any obligation to pay such Indebtedness.

6.1.22 If Permitted Mezzanine Lender and/or Preferred Member, fails to convert the entire Permitted Mezzanine Financing into preferred equity in Sole Member or other equity in Sole Member upon completion of a Torchlight Change of Control Event Remedy.

6.2 Remedies . Immediately upon or any time and from time to time after the occurrence and during the continuation of any Event of Default hereunder, Lender may exercise any remedy available at law or in equity, including but not limited to those listed below and those listed in the other Loan Documents, in such sequence or combination as Lender may determine in Lender’s sole discretion.

6.2.1 Performance of Defaulted Obligations and Protective Advances . Lender may make any payment (including, without limitation, Protective Advances) or perform any other obligation under the Loan Documents that any Borrower Control Person has failed to make or perform, and Borrowers hereby irrevocably appoints Lender as the true and lawful attorney-in-fact for Borrowers to make any such payment and perform any such obligation in the name of Borrowers (or any of them) ; provided , however , no such sum expended by Lender (and no reimbursement thereof by Borrowers) shall be deemed to cure any Event of Default unless Lender shall waive such Event of Default in writing in its sole discretion. Borrowers shall immediately repay all such out-of-pocket payments made and expenses (including out-of-pocket attorneys’ fees) incurred by Lender in this connection, which amounts shall accrue interest thereon at the Default Rate from the date paid or incurred until repaid, will be part of the Secured Obligations and be immediately due and payable by Borrowers to Lender in accordance with Section 2.6.1 hereof. In lieu of advancing Lender’s own funds for such purposes, Lender may use any funds of Borrowers (or any of them) that may be in Lender’s possession, including but not limited to insurance or condemnation proceeds and amounts deposited for taxes, insurance premiums, or other purposes.

6.2.2 Specific Performance and Injunctive Relief . Notwithstanding the availability of legal remedies, Lender shall be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Borrowers (or any of them) and/or any Guarantor to cure or refrain from repeating any Default.

6.2.3 Acceleration of Secured Obligations . Lender may, without notice or demand, declare all of the Secured Obligations immediately due and payable in full.

6.2.4 Suit for Monetary Relief . Subject to the non-recourse provisions of Section 11.28 hereof, with or without accelerating the maturity of the Secured Obligations, Lender may sue from time to time for any payment due under any of the Loan Documents, or for money damages resulting from any Default by Borrowers (or any of them) or any Guarantor under any of the Loan Documents.

6.3 Remedies Cumulative . The rights, powers and remedies of Lender under this Agreement, the Notes, the Mortgages and each other Loan Document shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrowers and/or any Guarantor pursuant to this Agreement, the Notes, the Mortgages or any other Loan Document, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singly, concurrently, successively, jointly or otherwise, against any Borrower, any Property, any Chattels, any Intangible Personalty and any other Collateral, or against any Guarantor or any obligor under, or guarantor of, the Notes or the other Loan Documents, at such time and in such order as Lender may determine in Lender’s sole discretion.

6.4 Curative Advances . If any Default occurs and is not cured by Borrowers after notice from Lender within the applicable cure period, if any, or if any Event of Default occurs, then Lender may expend such sums as either shall reasonably deem appropriate to cure or attempt to cure such Default or Event of Default, including, without limitation, Protective Advances; provided , however , no such sum expended by Lender (and no reimbursement thereof by Borrowers) shall be deemed to cure any Event of Default unless Lender shall waive such Event of Default in writing in its sole discretion. Borrowers shall immediately repay all such sums (including, without limitation, Protective Advances) so advanced, which sums shall immediately become part of the Secured Obligations, bear interest at the Default Rate from the date advanced until the date repaid, and be secured by the Collateral.

6.5 Expenses of Enforcement . All out-of-pocket costs and expenses incurred by Lender in the exercise of its rights and remedies (including, without limitation, out-of-pocket attorneys’ fees and other costs and expenses incurred in any workout, restructuring or similar arrangements or in connection with any foreclosure, collection or bankruptcy proceedings with respect to any Borrower or any other Borrower Control Person) shall be added to the Secured Obligations and shall be payable on demand and accrue interest thereon at the Default Rate from the date incurred until be repaid and be payable by Borrowers in accordance with Section 2.6.1 hereof.

ARTICLE 7 TRANSFERS

7.1 Transfers .

A. Without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole and absolute discretion, no Borrower shall (i) directly or indirectly sell, assign, convey, transfer or otherwise dispose of any Property or any portion thereof or any direct or indirect legal, beneficial or equitable interest in all or any part of any Property, (ii) permit or suffer any owner, directly or indirectly, voluntarily or involuntarily, of any direct or indirect ownership or beneficial interest in any Property or any Borrower to transfer such interest,

whether by transfer of partnership, membership, stock or other beneficial interest in any entity or otherwise, or (iii) mortgage, pledge, hypothecate or otherwise encumber or permit to be encumbered or grant or permit to be granted a security interest in all or any part of any Property or any Borrower or any direct or indirect legal beneficial or equitable interest in any Property or any Borrower. Notwithstanding anything to the contrary set forth in this Loan Agreement or any other Loan Document, transfers of direct or indirect interests in any Borrower pursuant to any will or testament or applicable law of descent upon the death of a natural person that was the holder of the applicable interest in such Borrower, shall be permitted without the consent of Lender.

B. Notwithstanding the restrictions on transfer or encumbrance set forth in Section 7.1 , Sole Member shall be permitted to obtain that certain mezzanine financing in the amount of Thirty Million and 00/100 Dollars ($30,000,000.00), made by DOF IV REIT HOLDINGS, LLC (the “ Permitted Mezzanine Lender ”) pursuant to the Mezzanine Loan Documents (as approved by Lender, the “ Permitted Mezzanine Financing ”) subject to the subordination of the Permitted Mezzanine Financing to the Secured Obligations as set forth in the Permitted Mezzanine Financing Intercreditor Agreement. Nothing in this Section 7.1(B) shall permit Borrowers or any owner of indirect or direct ownership interests in Borrowers to obtain mezzanine financing other than the Permitted Mezzanine Financing. The Permitted Mezzanine Lender (or any successor holder of the Permitted Mezzanine Financing that is permitted pursuant to the terms of the Permitted Mezzanine Financing Intercreditor Agreement) may, in accordance with the terms of the Permitted Mezzanine Financing Intercreditor Agreement, (i) foreclose upon the collateral provided as part of the Permitted Mezzanine Financing and (ii) assign or transfer any such foreclosed collateral to a “Qualified Transferee” (as defined in the Permitted Mezzanine Financing Intercreditor Agreement), and any such foreclosure, assignment or transfer, if effected in accordance with the terms of the Permitted Mezzanine Financing Intercreditor Agreement, shall not constitute a violation of the Loan Documents.

C. (1) Notwithstanding the provisions of Section 7.1(A) and Section 7.1(B) , and in each case provided that the Transfer Conditions (as hereinafter defined) shall be simultaneously satisfied the following transfers of direct or indirect interests in Borrower shall be permitted without Lender’s prior written consent (any such transfer, a “ Permitted Transfer ”):

(i) (x) transfers of any direct or indirect limited partnership or non-managing membership interest in any Upper Tier Torchlight Entity, or (y) transfers of any indirect limited partnership or non-managing membership interest in Sole Member;

(ii) a Torchlight Change of Control Event Remedy;

(iii) a Preferred Equity Redemption;

(iv) a Torchlight Corporate Event; and

(v) a TLP Conversion.

(2) For the purposes hereof, “ Transfer Conditions ” mean all of the following:

(i) No Default or Event of Default has occurred, provided that this subsection (i) shall not apply to a Permitted Transfer pursuant to Section 7.1(C)(ii), Section 7.1(C)(iii) and/or Section 7.1(C)(v).

(ii) Except in respect of a Torchlight Corporate Event or a Preferred Equity Redemption, Torch Conerly continues to Control Preferred Member and all Upper Tier Torchlight Entities.

(iii) Following the proposed Permitted Transfer, each Guarantor (or any Qualified Replacement Guarantor) continues to own a direct and/or indirect interest in each Borrower.

(iv) Borrowers deliver to Lender at least thirty (30) days’ prior written notice of the proposed Permitted Transfer, together with an organizational chart illustrating the ownership structure both before and after the consummation of the proposed Permitted Transfer, which organizational chart shall set forth Borrowers’ direct and indirect upstream owners (including, without limitation, any Qualified Replacement Guarantor described in clause (x) or clause (xii) below), the percentage interests held by each such owner and the type of entity of each such owner (an “ Organizational Chart ”), provided however that with respect to Permitted Transfers made pursuant to Section 7.1(C)(ii) , Section 7.1(C)(iii) and/or Section 7.1(C)(v) , such deliveries in this subsection (iv) may be delivered to Lender simultaneously with the occurrence of such Permitted Transfer.

(v) Borrowers shall pay or reimburse Lender for all of the actual costs, fees and expenses incurred by Lender in respect of such proposed Permitted Transfer, including, without limitation, out-of-pocket attorneys’ fees incurred by Lender, whether or not such proposed Permitted Transfer is consummated.

(vi) Any Person to whom or to which any such direct or indirect limited partnership or non-managing membership interest is transferred shall comply with the requirements of Borrowers, Guarantors, Borrower Control Person and Persons that directly or indirectly Controls any Guarantor (other than any Guarantor that is an individual) set forth in Section 5.1.21 hereof, and if Lender requests, the proposed transferees and its constituent members or other owners shall execute a certificate in form and substance satisfactory to Lender confirming such compliance (except that identifying information shall not be required for any Transfers made in the ordinary course of business over a national securities exchange); provided however that in connection with a Torchlight Change of Control Event Remedy, the conditions in this subsection (vi) shall be deemed satisfied if such conditions have been satisfied under the Permitted Mezzanine Intercreditor Agreement.

(vii) Such proposed Permitted Transfer does not subject Lender or any of its Affiliates to any civil or criminal penalties in any jurisdiction or otherwise constitute an unlawful act, offense or crime by Lender or any of its Affiliates, including, without limitation, under any of the laws, regulations and executive orders described in Section 5.1.21 hereof.

(viii) Intentionally omitted.

(ix) Simultaneously with the Permitted Transfer, Borrowers shall provide Lender with (A) evidence reasonably satisfactory to Lender that all of the Transfer Conditions have been satisfied with respect to such proposed Permitted Transfer and (B) a certificate signed by Borrowers and each Guarantor that (I) certifies to Lender that all of the Transfer Conditions have been satisfied with respect to such proposed Transfer, (II) attaches (x) a final Organizational Chart confirming the new ownership structure of Borrowers (certified as being true, complete and correct by Borrowers and each Guarantor), and (III) attaches (x) a copy of the documents effectuating the proposed Permitted Transfer and a copy of the Organizational Documents of the entities affected by the proposed Permitted Transfer, as amended, and (y) any other information that Lender may reasonably request.

(x) In the event that the Permitted Transfer is a Torchlight Change of Control Event Remedy, the following additional conditions shall be applicable:

1. Preferred Member shall obtain a Qualified Replacement Guarantor that satisfies the Guarantor Minimum Available Liquidity Requirement and the Guarantor Minimum Net Worth Requirement, and such Qualified Replacement Guarantor shall execute and deliver to Lender, a replacement non-recourse carveout guaranty and a replacement environmental indemnity agreement in favor of Lender, each in substantially the same form as the Non-Recourse Carveout Guaranty and the Environmental Indemnity Agreement (collectively, the “ Replacement Guaranties ”) and such other instruments as Lender may reasonably require; provided that the Replacement Guaranties shall cover only events that occur or state of affairs that exists from and after the date of the consummation by Preferred Member of the Torchlight Change of Control Event Remedy; provided however that in connection with a Torchlight Change of Control Event Remedy, the conditions in this subsection (x)(i) shall be deemed satisfied if such conditions have been satisfied under the Permitted Mezzanine Intercreditor Agreement.

2. Each Property shall be managed by pursuant to a Property Management Agreement delivered to, and approved by, Lender, and with a Property Manager consented to by Lender, such consent not to be unreasonably withheld, conditioned or delayed, and otherwise in accordance with Section 5.1.11 hereof.

3. (A) Simultaneously with the exercise of the Torchlight Change of Control Event Remedy, Preferred Member shall provide to Lender (1) written notice of the Torchlight Change of Control Event and certificate that is signed by an authorized officer of Preferred Member certifying to Lender that all of the Transfer Conditions have been satisfied or will be satisfied prior to consummating the Torchlight Change of Control Event Remedy (other than conditions that are subject to the approval of Lender and for which Lender has received all reasonably requested back-up information as of the date of such Officer’s Certificate), such certificate to include, without limitation, the following: (I) a reasonably detailed description of the Torchlight Change of Control Event would permit Preferred Member to commence the Torchlight Change of Control Event Remedy pursuant to the Sole Member Operating Agreement, (II) an Organizational Chart illustrating the ownership structure of both (x)

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Borrowers and (y) each of the Preferred Member and Upper Tier Torchlight Entities and Torch Conerly, both before and after the consummation of the proposed Torchlight Change of Control Event Remedy, which Organizational Chart shall set forth the direct and indirect upstream owners (including, without limitation, any Qualified Replacement Guarantor) of Borrowers, and each of the Preferred Member and Upper Tier Torchlight Entities and Torch Conerly, the percentage interests held by each such owner and the type of entity of each such owner, and (2) copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party in connection with the Torchlight Change of Control Event, (B) Preferred Member shall otherwise keep Lender reasonably apprised as to the status of the Torchlight Change of Control Event, and (C) Lender shall have received all other information and documents reasonably requested by such party confirming the conditions concerning the events under the Sole Member Operating Agreement that are the basis for the Torchlight Change of Control Event that are reasonably requested by Lender. Lender may request reasonable evidence that the requirements of this Section 7.1(C)(x) have been satisfied, and Preferred Member shall provide such evidence within five (5) Business Days following such request. In addition, not less than ten (10) Business Days following the consummation of such Torchlight Change of Control Event Remedy, Preferred Member shall deliver to Lender (I) an Officer’s Certificate certifying that (x) such Torchlight Change of Control Event Remedy was consummated in accordance with provisions of this Agreement, including, without limitation, the Transfer Conditions and that the Organizational Chart and other documents and items included as part of the certificate delivered to Lender prior to the consummation of such Torchlight Change of Control Event Remedy as required by this Section 7.1(C)(x) remain true, complete and correct and (II) such other additional information that Lender may reasonably request to evidence that the Torchlight Change of Control Event Remedy was in fact made in accordance with this Agreement.

4. Within ten (10) days following the exercise of the Torchlight Change of Control Event Remedy, Preferred Member shall deliver to Lender a substantive non-consolidation opinion prepared by legal counsel reasonably acceptable to Lender, in form and substance reasonably acceptable to Lender.

(xi) For the avoidance of doubt, a Preferred Equity Redemption that is consummated in accordance with the provisions of this Section 7.1(C) shall be permitted, provided, however, for further clarification, the membership interests of Preferred Member that are redeemed may not be transferred to any Person other than Sole Member and no other transfers of any direct or indirect interests in Borrower shall be permitted in connection with such Preferred Equity Redemption.

(xii) In the event that the Permitted Transfer is a Torchlight Corporate Event, the following additional conditions shall be applicable:

1. An Approved Real Estate Company Controls and owns not less than fifty-one percent (51%) of the direct and/or indirect ownership interests in Preferred Member.

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2. Preferred Member shall obtain a Qualified Replacement Guarantor that satisfies the Guarantor Minimum Available Liquidity Requirement and the Guarantor Minimum Net Worth Requirement, and such Qualified Replacement Guarantor shall execute and deliver to Lender Replacement Guaranties and such other instruments as Lender may reasonably require; provided that the Replacement Guaranties shall cover only events that occur or state of affairs that exists from and after the date of the consummation of the Torchlight Corporate Event.

3. Each Property shall be managed by pursuant to a Property Management Agreement delivered to, and approved by, Lender, and with a Property Manager consented to by Lender, such consent not to be unreasonably withheld, conditioned or delayed, and otherwise in accordance with Section 5.1.11 .

4. Each of the certificates required to be executed and/or delivered pursuant to this Section 7.1(C) by Borrower and/or Guarantors shall also be executed and/or delivered, as applicable, by such Approved Real Estate Company.

7.2 Trade Payables; Permitted Equipment Financing . Subject to the satisfaction of each of the following conditions and notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, each Borrower may incur, without the consent of Lender, (x) unsecured indebtedness in respect of trade payables incurred in the ordinary course of business relating to the ownership, maintenance and operation of the applicable Property (“ Trade Payable Financing ”) and (y) equipment financing entered into in the ordinary course of such Borrower’s business for non-fixture equipment related to the ownership, maintenance and operation of the applicable Property (“ Equipment Financing ”):

A. The maximum aggregate amount of Trade Payable Financing and Equipment Financing outstanding at any one time at all of the Properties shall not exceed $200,000.00 in the aggregate (the “ Trade Payable Cap ”).

B. Following the funding of any Trade Payable Financing or any Equipment Financing, all of the terms of the Loan Documents shall remain unchanged.

C. Borrowers shall be responsible for all closing costs in connection with any Trade Payable Financing or Equipment Financing, including the legal, appraisal, engineering and environmental, title and escrow costs of Lender and the lender providing any Trade Payable Financing or Equipment Financing.

D. The interest rate payable under, and each of the other terms and provisions of, any Trade Payable Financing or any Equipment Financing shall be on arms’-length, market rate terms.

E. The Equipment Financing shall be either (A) unsecured or (B) secured solely by security interests that encumber only equipment located at the Property that does not constitute or become a “fixture”, and whose removal would not be overly burdensome or damage or impair the operation or value of the Property.

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F. Not less than ten (10) business days prior to the funding of any Trade Payable Financing or Equipment Financing, Borrowers shall provide Lender with a copy of the loan documents to be executed or delivered in connection therewith, and Borrowers shall provide Lender with written evidence satisfactory to Lender that such Trade Payable Financing or Equipment Financing complies with the foregoing restrictions.

Any such Trade Payable Financing and/or Equipment Financing that satisfies each of the above conditions, as applicable, and/or any indebtedness resulting from Uncontrollable Expenses referred to herein as “ Permitted Indebtedness ”.

7.2.2 Immediate Event of Default . The violation of any provision of this Section 7.2 shall constitute an Event of Default under this Agreement and the other Loan Documents, whether or not Borrowers or Lender have received notice thereof or have knowledge of the occurrence thereof.

ARTICLE 8 11540 Mosteller Property

8.1 Addition of the 11540 Mosteller Property . Notwithstanding anything to the contrary contained herein or in the Loan Documents, the parties intend that, immediately upon the making by Lender to Borrowers of the Future Advance on the Future Advance Funding Date, (A) 11540 Mosteller Borrower shall be, and shall be deemed to be, a “Borrower” for all purposes hereunder and under each of the Loan Documents, (B) the 11540 Mosteller Property shall be, and shall be deemed to be, a “Property” for all purposes hereunder and under each of the Loan Documents, (C) the 11540 Mosteller Mortgages shall be, and shall be deemed to be, “Mortgages” and “Loan Documents” for all purposes hereunder and under each of the Loan Documents, (D) the Mosteller ALR shall be, and shall be deemed to be, included in the definition of “Assignments of Leases and Rents” and “Loan Documents” for all purposes hereunder and under each of the Loan Documents, (E) the Mosteller UCCs shall be, and shall be deemed to be, included in the definition “UCC-1 Financing Statement(s)” and “Loan Documents” for all purposes hereunder and under each of the Loan Documents, (F) the Mosteller Lease Certificate, shall be, and shall be deemed to be included in the definition “Lease Certificate” and “Loan Documents” for all purposes hereunder and under each of the Loan Documents, (G) the Mosteller Receipt and Agreement, shall be, and shall be deemed to be, included in the definition of “Loan Documents” for all purposes hereunder and under each of the Loan Documents, and (H) the Mosteller Governing Documents Certificate, shall be, and shall be deemed to be, included in the definition of “Loan Documents” for all purposes under each of the Loan Documents.

8.2 Failure to Add the 11540 Mosteller Property . In the event that the Future Advance is not made and the Mosteller Property is not added as a “Property” in accordance with the terms of the Future Advance Agreement, on or prior to the Future Advance Cut-Off Date, Borrowers shall, or shall cause Sole Member to, transfer all of Sole Member’s ownership interests in the 11540 Mosteller Property to a new entity that is not owned or controlled by Sole Member within thirty (30) days following the Future Advance Cut-Off Date for the purposes of preserving the Single Purpose Entity status of the Sole Member.

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ARTICLE 9 Reserved

ARTICLE 10 Reserved

ARTICLE 11 GENERAL PROVISIONS

11.1 Survival . This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive execution and delivery of this Agreement, the making by Lender of the Loan hereunder and the execution and delivery by Borrowers to Lender of the Loan Documents, and shall continue in full force and effect so long as any portion of the Secured Obligations is outstanding and unpaid ( provided that the provisions of Section 5.1.4 hereof shall survive the satisfaction and payment of the Secured Obligations and termination of this Agreement). Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. All covenants, promises and agreements in this Agreement contained, by or on behalf of Borrowers, shall inure to the benefit of the respective successors and assigns of Lender. Nothing in this Agreement or in any other Loan Document, express or implied, shall give to any Person other than the parties and the holder of the Notes and the other Loan Documents, and their legal representatives, successors and assigns, any benefit or any legal or equitable right, remedy or claim hereunder.

11.2 Lender’s Discretion . Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive.

11.3 Governing Law .

11.3.1 The substantive laws of the State of New York shall govern the validity, construction, enforcement and interpretation of this Agreement, without reference to the principles of conflicts of laws.

11.3.2 Any legal suit, action or proceeding against Lender or Borrowers arising out of or relating to this Agreement may at Lender’s option be instituted in any federal or state court located in the City of New York, New York or the County of New York, New York, and each Borrower waives any objections that such Borrower may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and each Borrower hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. EACH BORROWER DESIGNATES AND APPOINTS THE CORPORATION TRUST COMPANY, HAVING AN ADDRESS AT CORPORATION TRUST CENTER, 1209 ORANGE STREET, WILMINGTON, DELAWARE 19801, TO SO SERVE AS ITS AGENT TO RECEIVE ON THEIR BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK OR THE COUNTY OF NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY EACH SUCH BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY

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REGISTERED OR CERTIFIED MAIL TO SUCH BORROWER AT THEIR PRINCIPAL EXECUTIVE OFFICES, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY ANY BORROWER AS SUCH BORROWER’S AGENT FOR SERVICE OF PROCESS REFUSES TO ACCEPT SERVICE OF PROCESS, SUCH BORROWER HEREBY AGREES THAT SERVICE UPON SUCH BORROWER BY MAIL SHALL CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER OR ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. Each Borrower (i) shall give prompt notice to Lender of any change in address of their authorized agent hereunder, (ii) may at any time and from time to time designate a substitute authorized agent with an office in New York, New York (which office shall be designated as the address for service of process), and (iii) shall promptly designate such a substitute if such Borrower’s authorized agent ceases to have an office in New York, New York or is dissolved without leaving a successor.

11.4 Entire Agreement; Modification; Waiver in Writing . This Agreement, together with the other Loan Documents, contains the entire understanding between the parties to the matters addressed herein and supersedes any other understandings or agreements with respect to the matters covered hereby. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or any other Loan Document, or consent or waiver referred to in any Loan Document or consent to any departure by Borrowers therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to or demand on Borrowers shall entitle Borrowers to any other or future notice or demand in the same, similar or other circumstances.

11.5 Delay Not a Waiver .

11.5.1 Lender shall not be deemed to have waived any provision of any Loan Document unless such waiver is in writing and is signed by Lender. Without limiting the generality of the preceding sentence, neither Lender’s acceptance of any payment with knowledge of a Default or Event of Default by Borrowers, nor any failure by Lender to exercise any remedy following a Default or Event of Default by Borrowers shall be deemed a waiver of such Default or Event of Default, and no waiver by Lender of any particular Default or Event of Default on the part of Borrowers shall be deemed a waiver of any other Default or Event of Default or of any similar Default or Event of Default in the future, nor shall such waiver impair any remedy, right or power consequent thereon. No course of conduct or course of dealing or course of performance during the period of time that the Secured Obligations remain outstanding shall be deemed to constitute a waiver by Lender of any rights under any of the Loan Documents.

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11.5.2 Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Notes or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Notes or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

11.6 Notices . Any notice, consent or approval required or permitted to be given by Borrowers or Lender under this Agreement shall be in writing and will be deemed given (i) upon personal delivery, (ii) on the first (1st) Business Day after receipted delivery to a courier service which guarantees next-business-day delivery, or (iii) on the third (3rd) Business Day after mailing, by registered or certified United States mail, postage prepaid, in any case to the appropriate party at its address set forth below:

If to Borrowers:

c/o Plymouth Industrial REIT, Inc.
260 Franklin Street, 19 ^th Floor
Boston, Massachusetts 02110
Attention: Pendleton P. White, Jr.

and:

Plymouth Industrial REIT, Inc.
260 Franklin Street, 19 ^th Floor
Boston, Massachusetts 02110
Attention: Anne Hayward, Esq,

and:

DOF IV Plymouth PM, LLC

c/o Torchlight Investors LLC

475 Fifth Avenue

New York, New York 10017

Attention: Abbey Kosakowski and Gianluca Montalti

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with copies to:

Locke Lord LLP
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201-6776
Attention: Kenneth L. Betts, Esq.

and:

Plymouth Industrial REIT, Inc.
260 Franklin Street, 19 ^th Floor
Boston, Massachusetts 02110
Attention: Anne Hayward, Esq.

If to Lender:

American General Life Insurance Company
c/o AIG Asset Management
777 S. Figueroa Street, 16 ^th Floor
Los Angeles, California 90017-5800
Attention: Director-Mortgage Lending and Real Estate

American Home Assurance Company
c/o AIG Asset Management
777 S. Figueroa Street, 16 ^th Floor
Los Angeles, California 90017-5800
Attention: Director-Mortgage Lending and Real Estate

National Union Fire Insurance Company of Pittsburg, Pa.
c/o AIG Asset Management
777 S. Figueroa Street, 16th Floor
Los Angeles, California 90017 5800
Attention: Director Mortgage Lending and Real Estate

The United States Life Insurance Company in the City of New York
c/o AIG Asset Management
777 S. Figueroa Street, 16th Floor
Los Angeles, California 90017 5800
Attention: Director Mortgage Lending and Real Estate

with a copy to:

Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York10022-2585
Attention: Andrew L. Jagoda, Esq.

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Any party may change such party’s address for notices or copies of notices by giving notice to the other party in accordance with this Section 11.6 .

11.7 TRIAL BY JURY . EACH BORROWER AND LENDER, TO THE FULLEST EXTENT THAT EACH BORROWER AND LENDER MAY LAWFULLY DO SO, WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY ANY PARTY HERETO WITH RESPECT TO THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS.

11.8 Headings . The Article and Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

11.9 Assignment .

11.9.1 Participation . Lender may at any time grant to one or more banks or other financial institutions (each a “ Participant ”) participating interests in the Secured Obligations owing to Lender. No Participant shall have any rights or benefits under this Agreement or any other Loan Document. In the event of any such grant by Lender of a participating interest to a Participant, Lender shall remain responsible for the performance of its obligations hereunder, and Borrowers shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement. Any agreement pursuant to which Lender may grant such a participating interest shall provide that Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement.

11.9.2 Right to Sell . Without in any way limiting the provisions of Section 11.9.1 , Lender shall have the right to sell, transfer or assign participating interests in the Secured Obligations or to sell, transfer or assign other direct or indirect interests in the Loan or the Loan Documents and in the obligations of Lender under this Agreement and the other Loan Documents, in such amounts as deemed appropriate by Lender to one or more Persons. Lender may sell, transfer or assign all its interest in the Loan and the Loan Documents, and in the obligations of Lender under this Agreement and the other Loan Documents, to one or more Persons. Upon an assignment of all or a portion of Lender’s direct interest in the Loan and Loan Documents, and an assumption by the assignee of Lender’s obligations hereunder with respect to the portion of the Loan so assigned, Lender shall be released from its obligations hereunder with respect to the assigned interest from and after the date of such assignment.

11.9.3 Lender Transferee . Notwithstanding anything to the contrary herein contained, Borrowers authorize Lender to disclose to any Participant or transferee of the Loan (each, a “ Lender Transferee ”) and any prospective Lender Transferee any and all financial and other information in Lender’s possession concerning any Borrower Control Person and its respective Affiliates, which has been delivered to Lender by or on behalf of any Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of any Borrower in connection with Lender’s credit evaluation of any Borrower Control Person and its respective Affiliates prior to becoming a party to this Agreement.

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11.10 Severability . Wherever possible, each provision of this Agreement and each other Loan Document shall be interpreted in such manner as to be effective and valid under Legal Requirements, but if any provision of this Agreement shall be prohibited by or invalid under Legal Requirements, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

11.11 Preferences; Reinstatement . Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by any Borrower to any portion of the Secured Obligations. To the extent Borrowers make a payment or payments to Lender for Borrowers’ benefit, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Legal Requirements, then, to the extent of such payment or proceeds received, this Agreement shall continue to be effective or be reinstated, as applicable, and the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

11.12 Waiver of Notice . Borrowers shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or another Loan Document specifically and expressly provides for the giving of notice by Lender to Borrowers and except with respect to matters for which Borrowers are not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrowers hereby expressly waive the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents does not specifically and expressly provide for the giving of notice by Lender to Borrowers.

11.13 Exhibits and Schedules Incorporated . The information set forth on the cover, the heading and the recitals hereof, and the Exhibits and the Schedules attached hereto, are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

11.14 Offsets, Counterclaims and Defenses . Any assignee of Lender’s interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to this Agreement and the other Loan Documents that Borrowers may otherwise have against any assignor of this Agreement and the other Loan Documents. No such unrelated counterclaim or defense shall be interposed or asserted by Borrowers in any action or proceeding brought by any such assignee upon this Agreement or upon any other Loan Document. Any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrowers, unless and to the extent Borrowers would be permanently barred from asserting such claim in any action or proceeding.

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11.15 No Joint Venture or Partnership . Borrowers and Lender intend that the relationship created hereunder be solely that of borrower and lender. Nothing herein is intended to (a) create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrowers and Lender, or (b) grant Lender any interest in the Collateral other than that of secured party, mortgagee or lender.

11.16 Waiver of Marshaling of Assets Defense . To the maximum extent not prohibited by Legal Requirements, Borrowers waive all rights to a marshaling of the assets of Borrowers, and others with interests in Borrowers (or any of them) and of the Collateral, or to a sale in inverse order of alienation in the event of foreclosure of the interests hereby created, and agrees not to assert any right under any laws pertaining to the marshaling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of any Collateral for the collection of the Secured Obligations without any prior or different resort for collection, or the right of Lender to the payment of the Secured Obligations out of the Net Proceeds of the Collateral in preference to every other claimant whatsoever.

11.17 Conflict; Documents . In the event of any conflict between the provisions of this Agreement and the provisions of any of the other Loan Documents, the provisions of this Agreement shall prevail. The parties hereto acknowledge that they were represented by counsel in connection with the negotiation and drafting of the Loan Documents and that the Loan Documents shall not be subject to the principle of construing their meaning against the party that drafted the same.

11.18 Brokers and Financial Advisors . Each Borrower and Lender hereby represents that the representing party has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the Loan, other than Oberon Securities, LLC (“ Broker ”). Borrowers shall pay the fees and commissions due to Broker pursuant to a separate written agreement.

11.19 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

11.20 Estoppel Certificates . Borrowers hereby agree, at any time and from time to time upon not less than ten (10) days’ prior written notice by Lender, to execute, acknowledge and deliver simultaneously to Lender and the party specified in such notice, a statement, in writing, signed and acknowledged, certifying to Lender and such specified party (a) the balance of principal, interest, and other sums then outstanding under the Notes and the other Loan Documents, (b) whether or not any Borrower claims that Lender is in default of any of the obligations of Lender under this Agreement, the Notes or the other Loan Documents, and if so, the nature of any such default or defaults, (c) whether or not any Borrower claims to have any offsets or defenses with respect to the Secured Obligations and, if so, the nature of such offsets or defenses, (d) that this Agreement and the other Loan Documents are unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications hereto), and (e) stating whether or not, to the knowledge of Borrowers, any Default or Event of Default has occurred and is then continuing, and, if so, specifying each such Default or Event of Default.

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11.21 Payment of Expenses .

11.21.1 Borrowers shall pay all applicable Transaction Costs, which shall include, without limitation, (A) out-of-pocket costs and expenses of Lender in connection with (i) the negotiation, preparation, execution and delivery of the Loan Documents, and any amendment, supplement, or modification to the Loan Documents (or any of them) and any other document being prepared in connection herewith or therewith, or in connection with the consummation of the transactions contemplated by this Agreement and the other Loan Documents; (ii) the creation, perfection or protection of Lender’s Liens in the Collateral (including, without limitation, fees and expenses for title and lien searches or amended or replacement mortgages, UCC-1 Financing Statements or Security Documents, survey fees and charges, title insurance premiums and filing and recording taxes, fees and charges, third party due diligence expenses for each Property, including, without limitation, travel expenses, accounting firm fees, costs of each Appraisal of each Property, and the fees and disbursements of appraisers, environmental consultants and engineering consultants, and costs and fees incurred in connection with arranging, setting up, servicing and maintaining any reserves or accounts under this Agreement, the Reserve Agreement or other Loan Documents); (iii) the negotiation, preparation, execution and delivery of any amendment, waiver, restructuring or consent relating to any of the Loan Documents; and (iv) the preservation of rights under and enforcement of the Loan Documents, including any communications or discussions relating to any action that Borrowers shall from time to time request Lender to take, as well as any restructuring or rescheduling of the Secured Obligations, (B) the out-of-pocket fees, expenses and other charges of counsel to Lender in connection with all of the foregoing, and (C) Lender’s (where deemed reasonably necessary by Lender) out-of-pocket travel expenses in connection with site visits to each Property, provided however so long as (a) no Event of Default shall exist and be continuing, and (b) Borrowers shall not have received any written notice from any Governmental Authority that could give rise to a violation under any Legal Requirement or any other reasonable cause for inspection with respect to a breach of the obligations of Borrowers under the Loan Documents, there shall be no more than one site visit per year.

11.21.2 Any reference in this Agreement to attorneys’ or counsels’ fees paid or incurred by Lender shall be deemed to include paralegals’ fees and legal assistants’ fees. Moreover, wherever provision is made herein for payment of attorneys’ or counsels’ fees or expenses incurred by Lender, such provision shall include, without limitation, such fees or expenses incurred in any and all judicial, bankruptcy, reorganization, administrative, or other proceedings, including appellate proceedings, whether such fees or expenses arise before proceedings are commenced, during such proceedings or after entry of a final judgment. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the existence of any Event of Default, any reference to “reasonable” attorneys’ or counsels’ fees in this Agreement or any other Loan Document shall be deemed to refer to “out-of-pocket” attorneys’ or counsels’ fees.

11.22 Time of the Essence . Time is of the essence with regard to the obligations of Borrowers under this Agreement or under any other Loan Document.

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11.23 No Third Party Beneficiaries . Nothing in this Agreement or in any of the other Loan Documents shall confer upon any Person, other than the parties hereto and their successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

11.24 Usury Savings Clause . It is expressly stipulated and agreed to be the intent of Borrowers and Lender at all times to comply with all applicable Legal Requirements governing the highest lawful interest rate. If any applicable Legal Requirement is ever judicially interpreted so as to render usurious any amount called for under the Notes or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to the Loan, or if acceleration of the maturity of the Notes, any prepayment by Borrowers, or any other circumstance whatsoever, results in Borrowers having paid any interest in excess of that permitted by any applicable Legal Requirement, then it is the express intent of Borrowers and Lender that all excess amounts theretofore collected by Lender be credited to the Principal Indebtedness (or, at Lender’s option, paid over to Borrowers), and the provisions of this Agreement, the Notes and other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with all applicable Legal Requirements, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate maturity of the Notes does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lender does not intend to collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the Secured Obligations shall, to the extent permitted by applicable Legal Requirements, be amortized, prorated, allocated and spread throughout the full term of such Secured Obligations until payment in full so that the rate or amount of interest on account of such Secured Obligations does not exceed the maximum rate or amount of interest permitted under any Legal Requirements.

11.25 Joint and Several Obligation . Subject to Section 11.28 hereof, all Borrowers are jointly and severally liable for all of the Secured Obligations. All representations, warranties, and covenants made by Borrowers shall be deemed representations, warranties, and covenants of each of the Borrowers. Any breach, Default or Event of Default by any of the Borrowers shall be deemed to be a breach, Default, or Event of Default of each of the Borrowers.

11.26 Successors and Assigns . This Agreement is binding upon and shall inure to the benefit of Borrowers and Borrowers’ successors and assigns, and Lender, and Lender’s successors and assigns. The duties, covenants, conditions, obligations, and warranties of Borrowers in this Agreement shall be joint and several obligations of Borrowers and Borrowers’ successors and assigns. The provisions of this Section 11.26 shall not in any way limit Section 11.9 hereof.

11.27 Subrogation of Lender . Lender shall be subrogated to the lien of any previous encumbrance discharged with funds advanced by Lender under the Loan Documents, regardless of whether such previous encumbrance has been released of record.

112

11.28 Limitation on Liability .

11.28.1 Loss Recourse . Nothing contained in the Loan Documents shall be deemed to impair, limit or prejudice Lender’s rights (A) in foreclosure proceedings or in any ancillary proceedings brought to facilitate Lender’s foreclosure on any Property or any portion thereof or to exercise any specific rights or remedies afforded to Lender under any other provisions of the Loan Documents or by law, in equity or otherwise, subject to the non-recourse provisions set forth below, (B) to recover under any guaranty given in connection with the Loan, or (C) to pursue any personal liability of Borrowers and/or Guarantor under the Guaranty Agreement, the Environmental Indemnity Agreement or the ERISA indemnity provisions of Section 5.1.4(A)(vi) hereof. Except as expressly hereinafter set forth, the recourse of Lender with respect to the obligations evidenced by this Agreement, the Notes, the Mortgages and the other Loan Documents (except for the Guaranty Agreement and the Environmental Indemnity Agreement) shall be solely to the Properties, Chattels, Intangible Personalty and other Collateral. Notwithstanding anything to the contrary contained in this Agreement, the Notes, the Mortgages or any other Loan Document, nothing shall be deemed in any way to impair, limit or prejudice the rights of Lender to collect or recover from Borrowers and/or Guarantor under the Guaranty Agreement the amount of: (i) any actual damages (excluding consequential or punitive damages but including consequential or punitive damages payable to third parties), costs or loss (including, without limitation, reasonable attorneys’ fees) incurred by Lender as a result of any waste or willful destruction by any Borrower, Guarantors or any Borrower Control Person in connection with the Properties; (ii) any condemnation award or insurance Proceeds attributable to any Property that were not paid to Lender or used to restore such Property in accordance with the terms of this Agreement or the applicable Mortgages; (iii) any Gross Revenue generated by any Property collected by or for any Borrower (A) following an Event of Default under any Loan Document and not properly applied to the reasonable operating expenses of the Properties, including, without limitation, payments due under the Notes and/or this Agreement and other sums due under the Loan Documents, or (B) to the extent not properly deposited into the Deposit Account (as defined in the Cash Collateral Agreement) as and when required pursuant to the Loan Documents; (iv) any security deposits, advance deposits or any other deposits collected with respect to any Property collected by or for any Borrower and not applied in accordance with the applicable Leases; (v) the amount of any accrued taxes, assessments, and/or utility charges affecting any Property (whether or not the same have been billed to any Borrower) that are either unpaid by Borrowers or advanced by Lender pursuant to the terms of this Agreement or the other Loan Documents except to the extent of any of the foregoing accrue after the Termination Date, provided however, that this subsection (v) shall not apply to the Individual Guarantors; (vi) any sums expended by Lender in fulfilling the obligations of any Borrower, as lessor, under any Leases affecting any Property, except to the extent (A) such obligations arise after the Termination Date, and (B) such Lease was previously approved in writing by Lender or was a Safe Harbor Lease; (vii) any misrepresentation that is not covered by clause (ii) of Section 11.28.2 ; (viii) any damages, costs or loss suffered by Lender (that would otherwise be covered by insurance) as a result of any Borrower’s failure to maintain any insurance required under the terms of any Loan Document and/or pay any deductible under any such insurance, except to the extent the foregoing described in this clause (viii) accrues after the Termination Date; (ix) the gross negligence or willful misconduct by or on behalf of Borrowers, Guarantors or any Borrower Control Person or any of their respective agents or representatives acting at the

113

direction of any of the foregoing in connection with the Loan or the Properties; (x) the misappropriation, misapplication or conversion by Borrowers, Guarantors or any Borrower Control Person of (A) any proceeds of any disposition of all or a portion of any Property or the Collateral in violation of the Loan Documents, (B) any distributions in violation of Section 5.2.14 or (C) any other income or proceeds from any portion of the Properties, in violation of the Loan Documents; (xi) any amendment, modification or termination of any of the Organizational Documents of Borrowers, Guarantors (other than any Guarantor that is an individual) or any Borrower Control Person or any loan agreement or similar agreement binding on any such Person, in each case without the prior written consent of Lender, in its sole and absolute discretion, or any failure to maintain its status as a single purpose entity as approved by Lender; (xii) a breach of any of the covenants set forth in Section 4.1.16 or 5.1.15 (ERISA) or Section 5.1.14 or 5.2.23 hereof (SPE); (xiii) any assertion by Borrowers, Guarantors or any Borrower Control Person of any of the foregoing that the relationship between Lender and Borrowers is anything other than that of a debtor and creditor arising under the Loan Documents; (xiv) the failure to obtain Lender’s consent in connection with any amendment, modification or termination of the Management Agreements, to the extent such consent is required under the Loan Documents; (xv) the failure to obtain Lender’s consent in connection with the execution, amendment, extension or termination of any Lease, to the extent such consent is required under the Loan Documents; or (xvi) any breach of any of the provisions of the Cash Collateral Agreement. For the avoidance of doubt, the matters set forth in this Section 11.28.1 shall be fully recourse to Borrowers and Guarantors.

11.28.2 Full Recourse . The agreement contained in this Section 11.28.2 to limit the personal liability of Borrowers to its interest in the Properties, Chattels, Intangible Personalty and other Collateral shall become null and void and be of no further force and effect, and Borrowers and Guarantor shall be personally liable for the repayment of the Secured Obligations in the event (i) of any breach or violation of Section 5.2.1 , Section 5.2.2 , Section 5.2.3 , Section 5.2.4 or Article 7 of this Agreement, or Section 5.4 , Section 5.5 or Section 5.7 of each of the Mortgages or any other provision of this Agreement or of the other Loan Documents regarding (1) the Transfer of any Property, the Chattels, the Intangible Personal Property or other Collateral or any portion thereof or interest therein, or (2) the Transfer of any direct or indirect interest in any Borrower; (ii) of any fraud or material misrepresentation by any Borrower in connection with any Property, the Loan Documents or the Loan Application; (iii) that any Borrower forfeits any Property, the Chattels, the Intangible Personalty or other Collateral or any portion of the Property, the Chattels, the Intangible Personalty or other Collateral due to criminal activity; (iv) of any attempt by any Borrower, Guarantor or any other Borrower Owner Person to materially delay any foreclosure against any Property, Chattels, Intangible Personalty and/or other Collateral (provided however that a defense of actual payment raised by Borrower, based upon documented proof of payment, shall not be considered an attempt to materially delay), or any other exercise by Lender of its remedies under the Loan Documents, which attempts shall include, without limitation, (A) any claim that any Loan Document is invalid or unenforceable to an extent that would preclude any such foreclosure or other exercise of remedies, (B) any Borrower filing a petition in bankruptcy, any Borrower acquiescing in an involuntary bankruptcy proceeding, any Borrower failing to oppose in good faith the entry of an order for relief pursuant to any involuntary bankruptcy petition filed against any Borrower, any Borrower filing a petition or answer seeking, or failing to oppose any petition or answer seeking, any reorganization,

114

arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Bankruptcy Law (whether filed by or against any Borrower), or any Borrower consenting to or colluding in the filing of any involuntary bankruptcy petition against such Borrower or any other Borrower, or (C) the appointment (other than by Lender) of a receiver, trustee or liquidator with respect to any Borrower or any Property or any part thereof; (v) of any execution, amendment, modification, assignment or termination of any Lease to any Required Tenant, or any execution or subsequent amendment, modification, assignment or termination of any Lease for any space currently occupied by any Required Tenant, in each case, without the prior written consent of Lender; or (vi) prior to occurrence of any Change of Control Event Remedy, any two (2) of the three (3) Individual Guarantors are no longer employed in such capacity as senior executives of Borrower or Affiliates of Borrower for any reason during the term of the Loan, other than as a result of death or disability.

11.29 Appointment of Servicer and Delegation of Lender Responsibilities . Borrowers acknowledge and agree that, at the sole option of Lender, the Loan may be serviced by a Servicer. The retention of Servicer and the delegation of some or all of Lender’s responsibilities to any such Servicer shall not, however, release Lender from any of Lender’s obligations under the Loan Documents. As of the date of this Agreement, Lender has retained Berkadia Commercial Mortgage LLC as Servicer. Borrowers shall also be responsible for the payment of all reasonable out-of-pocket costs and expenses incurred by Servicer in connection with the services performed by Servicer in connection with the Loan (including, without limitation, the disbursement of funds held by or on behalf of Lender in escrow or reserve accounts, inspections of any Property, casualty and condemnation matters and a matters concerning Defaults and Events of Default). Any action taken by Servicer pursuant to this Agreement or the other Loan Documents shall be binding upon Lender to the same extent as if taken by Lender, and Borrowers shall be entitled to rely on all actions and directions given by Servicer in respect of the Loan and the Loan Documents unless and until Borrowers receive contrary written instructions from Lender.

11.30 Acceptance of Cures for Events of Default . Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents (including, without limitation, any reference to the “continuance” of an Event of Default, the “continuation” of an Event of Default or that an Event of Default is “continuing”), Lender shall in no event or under any circumstance be obligated or required to accept a cure by any Borrower, any Guarantor, or by any other Person of an Event of Default unless Lender agrees to do so in the exercise of Lender’s sole and absolute discretion, it being agreed that once an Event of Default has occurred and so long as Lender has not determined to accept a cure of such Event of Default in writing, Lender shall be absolutely and unconditionally entitled to pursue all rights and remedies available to it under this Agreement, the Mortgages or the other Loan Documents or otherwise at law or in equity.

11.31 Binding Action . Borrowers agree that with respect to any consent, direction, approval or action that is required of Borrowers under this Agreement or any other Loan Document, any consent, direction, approval or action by any Borrower shall be binding on Borrowers and that Lender shall have no obligation to confirm any such consent, direction, approval or action given to it and may act in reliance upon any such consent, direction, approval or action.

115

11.32 Reasonable Standard . Borrowers hereby waive any claim that Borrowers may have against any of the Indemnified Parties based upon any assertion that any such Indemnified Party has acted unreasonably or that any such Indemnified Party has unreasonably withheld or unreasonably delayed any action, in each case, to the extent that such Indemnified Party had an obligation, either at law or pursuant to the Loan Documents, to act reasonably. Borrowers hereby agree that the sole remedy of Borrowers based upon any claim that an Indemnified Party has acted unreasonably or that an Indemnified Party has unreasonably withheld or unreasonably delayed any action, in each case, to the extent that such Indemnified Party had an obligation, either at law or pursuant to the Loan Documents, to act reasonably, shall be an action for specific performance, injunctive relief or declaratory judgment. Borrowers hereby further agree that the Indemnified Parties shall not be liable for any monetary damages in respect of any such claim and that Borrowers’ sole remedy in respect of any such claim shall be limited to specific performance, injunctive relief or declaratory judgment.

11.33 Claims Against Lender . Lender shall not be in default or breach under this Agreement, or under any of the other Loan Documents, unless a written notice specifically setting forth the claim of Borrowers shall have been given to Lender within three (3) months after any Borrowers first had knowledge of the occurrence of the event that Borrowers allege gave rise to such claim and Lender does not remedy or cure the default or breach, if any there be, promptly thereafter. Each Borrower waives any claim, set-off or defense against Lender arising by reason of any alleged default or breach by Lender as to which Borrowers do not give such notice timely as aforesaid. Each Borrower acknowledges that such waiver is or may be essential to Lender’s ability to enforce Lender’s remedies without delay and that such waiver therefore constitutes a substantial part of the bargain between Lender and Borrowers with respect to the Loan.

[End of text. Signatures appear on the following pages.]

116

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed, by their duly authorized representatives, all as of the day and year first above written.

AMERICAN GENERAL LIFE INSURANCE COMPANY , a Texas corporation

By: AIG Asset Management (U.S.), LLC,

a Delaware limited liability company,

its investment advisor

By: ____________________________

Name: ____________________________

Title: ____________________________

AMERICAN HOME ASSURANCE COMPANY , a New York corporation

By: AIG Asset Management (U.S.), LLC,

a Delaware limited liability company,

its investment advisor

By: ____________________________

Name: ____________________________

Title: ____________________________

NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. , a Pennsylvania corporation

By: AIG Asset Management (U.S.), LLC,

a Delaware limited liability company,

its investment advisor

By: ____________________________

Name: ____________________________

Title: ____________________________

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ,

a New York corporation

By: AIG Asset Management (U.S.), LLC,

a Delaware limited liability company,

its investment advisor

By: ____________________________

Name: ____________________________

Title: ____________________________

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California

County of LOS ANGELES

On _______________ before me, ______________________ , a notary public, personally appeared ___________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature ________________________________ (Seal)

[Acknowledgment on behalf of AGLIC]

State of California

County of LOS ANGELES

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature ________________________________ (Seal)

[Acknowledgment on behalf of AHAC]

State of California

County of LOS ANGELES

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature ________________________________ (Seal)

[Acknowledgement on behalf of NUFIC]

State of California

County of LOS ANGELES

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature ________________________________ (Seal)

[Acknowledgment on behalf of USLIC]

BORROWER :

8273 GREEN MEADOWS BORROWER

PLYMOUTH 8273 GREEN MEADOWS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

8288 GREEN MEADOWS BORROWER

PLYMOUTH 8288 GREEN MEADOWS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

7001 AMERICANA BORROWER

PLYMOUTH 7001 AMERICANA LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

3100 CREEKSIDE BORROWER

PLYMOUTH 3100 CREEKSIDE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

SHELBY BORROWER

PLYMOUTH SHELBY LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

3940 STERN BORROWER

PLYMOUTH 3940 STERN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

1875 HOLMES BORROWER

PLYMOUTH 1875 HOLMES LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

1355 HOLMES BORROWER

PLYMOUTH 1355 HOLMES LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

189 SEEGERS BORROWER

PLYMOUTH 189 SEEGERS LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

11351 WEST 183RD BORROWER

PLYMOUTH 11351 WEST 183RD LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

3500 SOUTHWEST BORROWER

PLYMOUTH 3500 SOUTHWEST LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

32 DART BORROWER

PLYMOUTH 32 DART LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

210 AMERICAN BORROWER

PLYMOUTH 210 AMERICAN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

2401 COMMERCE BORROWER

PLYMOUTH 2401 COMMERCE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

56 MILLIKEN BORROWER

PLYMOUTH 56 MILLIKEN LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

1755 ENTERPRISE BORROWER

PLYMOUTH 1755 ENTERPRISE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

4 EAST STOW BORROWER

PLYMOUTH 4 EAST STOW LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

4115 THUNDERBIRD BORROWER

PLYMOUTH 4115 THUNDERBIRD LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

7585 EMPIRE BORROWER

PLYMOUTH 7585 EMPIRE LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

MOSTELLER BORROWER

PLYMOUTH MOSTELLER LLC,

a Delaware limited liability company

By: /s/ Pendleton P. White, Jr.

Pendleton P. White, Jr., President

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 8273 Green Meadows]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 8288 Green Meadows]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 7001 Americana]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3100 Creekside]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth Shelby]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3940 Stern]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1875 Holmes]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1355 Holmes]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 189 Seegers]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 11351 West 183rd]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 3500 Southwest]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 32 Dart]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 210 American]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 2401 Commerce]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 56 Milliken]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 1755 Enterprise]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 4 East Stow]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

On this ___ day of _________ in the year 2016, before me, the undersigned notary public, personally appeared Pendleton P. White, Jr., the President of Plymouth 4115 Thunderbird LLC, and proved to me though satisfactory evidence of identification, which was ___________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 4115 Thunderbird]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth 7585 Empire]

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _____________, ss.

Notary Public

My Commission Expires:

[Acknowledgment on behalf of Plymouth Mosteller]

SCHEDULE 1

LIST OF BORROWERS

PLYMOUTH 8273 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8273 Green Meadows Borrower ”)

PLYMOUTH 8288 GREEN MEADOWS LLC, a Delaware limited liability company (“ 8288 Green Meadows Borrower ”)

PLYMOUTH 7001 AMERICANA LLC, a Delaware limited liability company (“ 7001 Americana Borrower ”)

PLYMOUTH 3100 CREEKSIDE LLC, a Delaware limited liability company (“ 3100 Creekside Borrower ”)

PLYMOUTH SHELBY LLC, a Delaware limited liability company (“ Shelby Borrower ”)

PLYMOUTH 3940 STERN LLC, a Delaware limited liability company (“ 3940 Stern Borrower ”)

PLYMOUTH 1875 HOLMES LLC, a Delaware limited liability company (“ 1875 Holmes Borrower ”)

PLYMOUTH 1355 HOLMES LLC, a Delaware limited liability company (“ 1355 Holmes Borrower ”)

PLYMOUTH 189 SEEGERS LLC, a Delaware limited liability company (“ 189 Seegers Borrower ”)

10.

PLYMOUTH 11351 WEST 183 ^RD LLC, a Delaware limited liability company (“ 11351 West 183 ^rd Borrower ”)

11.

PLYMOUTH 3500 SOUTHWEST LLC, a Delaware limited liability company (“ 3500 Southwest Borrower ”)

12.

PLYMOUTH 32 DART LLC, a Delaware limited liability company (“ 32 Dart Borrower ”)

13.

PLYMOUTH 210 AMERICAN LLC, a Delaware limited liability company (“ 210 American Borrower ”)

14.

PLYMOUTH 2401 COMMERCE LLC, a Delaware limited liability company (“ 2401 Commerce Borrower ”)

15.

PLYMOUTH 56 MILLIKEN LLC, a Delaware limited liability company (“ 56 Milliken Borrower ”)

16.

PLYMOUTH 1755 ENTERPRISE LLC, a Delaware limited liability company (“ 1755 Enterprise Borrower ”)

17.

PLYMOUTH 4 EAST STOW LLC, a Delaware limited liability company (“ 4 East Stow Borrower ”)

18.

PLYMOUTH 4115 THUNDERBIRD LLC, a Delaware limited liability company (“ 4115 Thunderbird Borrower ”)

19.

PLYMOUTH 7585 EMPIRE LLC, a Delaware limited liability company (“ 7585 Empire Borrower ”)

20.

PLYMOUTH MOSTELLER LLC, a Delaware limited liability company (“ 11540 Mosteller Borrower ”)

SCHEDULE 2

ALLOCATED LOAN AMOUNT

1. 8273 Green Meadows Property	$3,000,000.00
2. 8288 Green Meadows Property	$8,500,000.00
3. 7001 Americana Property	$1,575,000.00
4. 3100 Creekside Property	$8,500,000.00
5. Shelby Property	$4,375,000.00
6. 3940 Stern Property	$5,000,000.00
7. 1875 Holmes Property	$5,850,000.00
8. 1355 Holmes Property	$3,000,000.00
9. 189 Seegers Property	$1,650,000.00
10. 11351 West 183rd Property	$1,800,000.00
11. 3500 Southwest Property	$14,500,000.00
12. 32 Dart Property	$4,950,000.00
13. 210 American Property	$11,150,000.00
14. 2401 Commerce Property	$4,600,000.00
15. 56 Milliken Property	$8,500,000.00
16. 1755 Enterprise Property	$12,250,000.00
17. 4 East Stow Property	$7,250,000.00
18. 4115 Thunderbird Property	$2,000,000.00
19. 7585 Empire Property	$3,050,000.00
20. 11540 Mosteller Property	$8,500,000.00

SCHEDULE 3

ZONING DISTRICTS

1. 8273 Green Meadows Property	“District PI,” (Planned Industrial District) Orange Township, Ohio	Zoning and Site Requirements Summary issued by The Planning & Zoning Resource Company (“ PZR ”), as PZR Site Number: 95559-15, dated final on 8/03/16; 8/16/16,.
2. 8288 Green Meadows Property	“District PI,” (Planned Industrial District) Orange Township, Ohio	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-16, dated final on 8/26/16; 8/29/16 and revised on 9/27/16.
3. 7001 Americana Property	“District M2,” (Manufacturing District) City of Columbus, Ohio	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-13, dated final on 8/01/16; 8/16/16; 8/25/16.
4. 3100 Creekside Property	“District PID,” (Planned Industrial District) Village of Obetz, Ohio	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-9, dated final on 9/01/16.
5. Shelby Property	“District EMP,” (Employment District) City of Memphis, Tennessee	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-12, dated final on 8/16/16.
6. 3940 Stern Property	"District M-2," (Limited Manufacturing District) City of St. Charles, Illinois	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-11, dated final on 8/02/16; 8/05/16.
7. 1875 Holmes Property	“District GI,” (General Industrial District) City of Elgin, Illinois	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-7, dated final on 8/09/16.
8. 1355 Holmes Property	“District GI,” (General Industrial District) City of Elgin, Illinois	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-5, dated final on 8/09/16; 9/20/16.
9. 189 Seegers Property	“District I-1,” (Restricted Industrial District) Elk Grove Village, Illinois	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-3, dated final on 8/25/16; 8/31/16.
10. 11351 West 183rd Property	“District ORI,” (Mixed Use Office, Research & Industrial District) Village of Orland Park, Illinois	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-17, dated final on 8/04/16; 8/08/16.
11. 3500 Southwest Property	“District IND-2,” (Heavy Industrial) Grove City, Ohio	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-10, dated final on 8/03/16 and revised on 8/16/16.
12. 32 Dart Property	“District IND-2,” (Heavy Industrial) Coweta County, Georgia	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-1, dated final on 8/10/16.
13. 210 American Property	“District I-1,” (Planned Industrial Park) City of Jackson, Tennessee	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-4, dated final on 8/10/16.
14. 2401 Commerce Property	"District O-2," (Office, Manufacturing and Distribution Park District) City of Libertyville, Illinois	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-8, dated final on 8/19/16.
15. 56 Milliken Property	“District IM,” (Moderate Impact Industrial Zone) City of Portland, Maine	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-2, dated final on 8/22/16.
16. 1755 Enterprise Property	“District I,” (Industrial District) Township of Twinsburg, Ohio	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-6, dated final on 9/01/16.
17. 4 East Stow Property	“District IP,” (Industrial Park) Evesham Township, New Jersey	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-19, dated final on 8/23/16.
18. 4115 Thunderbird Property	“District M-2,” (General Industrial) City of Fairfield, Ohio	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-20, dated final on 7/28/16.
19. 7585 Empire Property	“District I-2,” (Industrial Two District) Boone County, Kentucky	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-14, dated final on 8/04/16.
20. 11540 Mosteller Property	“District GI,” (General Industrial District) City of Sharonville, Ohio	Zoning and Site Requirements Summary issued by PZR, as PZR Site Number: 95559-18, dated final on 8/10/16; 8/19/16.

SCHEDULE 4

INITIAL PROPERTY MANAGERS AND PROPERTY MANAGEMENT AGREEMENTS

1. 8273 Green Meadows Property	Property Management Agreement by and between Plymouth 8273 Green Meadows LLC and Cassidy Turley Commercial Real Estate Services, Inc. dated as of October 22, 2014
2. 8288 Green Meadows Property	Property Management Agreement by and between Plymouth 8288 Green Meadows LLC and Cassidy Turley Commercial Real Estate Services, Inc. dated as of October 22, 2014
3. 7001 Americana Property	Property Management Agreement by and between Plymouth 7001 Americana LLC and Cassidy Turley Commercial Real Estate Services, Inc. dated as of October , 2014
4. 3100 Creekside Property	Property Management Agreement by and between Plymouth 3100 Creekside LLC and Cassidy Turley Commercial Real Estate Services, Inc. dated as of October 22, 2014
5. Shelby Property	Property Management Agreement by and between Plymouth Shelby, LLC and McKee and McFarland, Inc. dated as of October 22, 2014
6. 3940 Stern Property	Property Management Agreement by and between Plymouth 3940 Stern, LLC and Metro Chicago Management, LLC, d/b/a Cawley Chicago Management, LLC dated as of October 13, 2014
7. 1875 Holmes Property	Property Management Agreement by and between Plymouth 1875 Holmes, LCC and Metro Chicago Management, LLC, d/b/a Cawley Chicago Management, LLC dated as of October 13, 2014
8. 1355 Holmes Property	Property Management Agreement by and between Plymouth 1355 Holmes, LLC and Metro Chicago Management, LLC d/b/a Cawley Chicago Management, LLC dated as of October 13, 2014
9. 189 Seegers Property	Property Management Agreement by and between Plymouth 189 Seegers, LLC and Metro Chicago Management, LLC, d/b/a Cawley Chicago Management, LLC dated as of October 13, 2014
10. 11351 West 183rd Property	Property Management Agreement by and between Plymouth 11351 West 183 ^rd , LLC and Metro Chicago Management, LLC, d/b/a Cawley Chicago Management, LLC dated as of October 13, 2014
11. 3500 Southwest Property	Limited Scope Property Management Agreement by and between Plymouth 3500 Southwest LLC and Cassidy Turley Commercial Real Estate Services, Inc. dated as of December 15, 2014
12. 32 Dart Property	Property Management Agreement by and between Plymouth 32 Dart, LLC and HSA Commercial Inc. dated as of November 18, 2014
13. 210 American Property	None
14. 2401 Commerce Property	Property Management Agreement by and between Plymouth 2401 Commerce, LLC and Metro Chicago Management, LLC, d/b/a Cawley Chicago Management, LLC dated as of October 13, 2014
15. 56 Milliken Property	Property Management Agreement by and between Plymouth 56 Milliken LLC and Boulos Property Management d/b/a CBRE Boulos Asset Management dated as of October 31, 2014
16. 1755 Enterprise Property	Property Management Agreement by and between Plymouth 1755 Enterprise LLC and G&E Real Estate Management Services, Inc., D/b/A Newmark Grubb Knight Frank Management dated as of November 19, 2014
17. 4 East Stow Property	Property Management Agreement by and between Plymouth 4 East Stow, LLC and Growth Capital Management, Ltd. Dated as of December 2, 2014
18. 4115 Thunderbird Property	Property Management Agreement by and between Plymouth 4115 Thunderbird, LLC and Cassidy Turley Commercial Real Estate Services, Inc. dated as of November 21, 2014
19. 7585 Empire Property	Property Management Agreement by and between Plymouth 7585 Empire LLC and Cassidy Turley Commercial Real Estate Services, Inc. dated as of November 21, 2014
20. 11540 Mosteller Property	Property Management Agreement by and between Plymouth Mosteller LLC and Cassidy Turley Commercial Real Estate Services, Inc. dated as of November 21, 2014

SCHEDULE 5

REPAIRS AND ALTERATIONS

1755 Enterprise Property - Technoform Tenant Improvements

4115 Thunderbird Property - WorldPac Tenant Improvements

8273 Green Meadows Property – Signcaster Tenant Improvements

MEZZANINE LOAN AGREEMENT

Dated as of October 17, 2016

Between

PLYMOUTH INDUSTRIAL 20 LLC,

as Borrower

and

DOF IV REIT HOLDINGS, LLC,

as Lender

TABLE OF CONTENTS

Page

I.	DEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1	Definitions.	1
Section 1.2	Principles of Construction.	27
II.	THE LOAN
Section 2.1	The Loan.	28
Section 2.2	Interest Rate.	28
Section 2.3	Loan Payments.	29
Section 2.4	Prepayments.	30
Section 2.5	Extension of Maturity Date	31
Section 2.6	Release of Collateral.	31
Section 2.7	Substitute Cash Management.	35
Section 2.8	Taxes.	38
III.	REPRESENTATIONS AND WARRANTIES
Section 3.1	Borrower Representations.	39
Section 3.2	Survival of Representations.	57
IV.	BORROWER COVENANTS
Section 4.1	Borrower Affirmative Covenants.	57
Section 4.2	Borrower Negative Covenants.	73
V.	INSURANCE, CASUALTY AND CONDEMNATION
Section 5.1	Insurance.	77
Section 5.2	Casualty and Condemnation.	78
VI.	RESERVE FUNDS AND CASH MANAGEMENT
Section 6.1	Substitute Reserves.	80
Section 6.2	Reserve Funds.	80
VII.	PROPERTY MANAGEMENT
Section 7.1	Management Agreement	81
Section 7.2	Prohibition Against Termination or Modification.	82
Section 7.3	Replacement of Manager	82
VIII.	TRANSFERS
Section 8.1	Transfer or Encumbrance of Property.	84
Section 8.2	Permitted Transfers of Interests in Borrower	86
Section 8.3	Insolvency Opinion.	87
Section 8.4	Permitted Mortgage Debt.	88
IX.	SALE AND SECURITIZATION OF MORTGAGE
Section 9.1	Sale of Mortgage and Securitization.	88
Section 9.2	Securitization Indemnification.	92

X.	DEFAULTS
Section 10.1	Event of Default.	96
Section 10.2	Remedies.	99
Section 10.3	Right to Cure Defaults.	100
Section 10.4	Remedies Cumulative.	101
XI.	MISCELLANEOUS
Section 11.1	Successors and Assigns.	102
Section 11.2	Lender’s Discretion.	102
Section 11.3	Governing Law.	102
Section 11.4	Modification, Waiver in Writing.	103
Section 11.5	Delay Not a Waiver.	104
Section 11.6	Notices.	104
Section 11.7	Trial by Jury.	105
Section 11.8	Headings.	105
Section 11.9	Severability.	106
Section 11.10	Preferences.	106
Section 11.11	Waiver of Notice.	106
Section 11.12	Remedies of Borrower.	106
Section 11.13	Expenses; Indemnity.	106
Section 11.14	Schedules Incorporated.	108
Section 11.15	Offsets, Counterclaims and Defenses.	108
Section 11.16	No Joint Venture or Partnership.	108
Section 11.17	Publicity.	109
Section 11.18	Waiver of Marshalling of Assets.	109
Section 11.19	Waiver of Offsets/Defenses/Counterclaims.	110
Section 11.20	Conflict; Construction of Documents; Reliance.	110
Section 11.21	Brokers and Financial Advisors.	110
Section 11.22	Exculpation.	110
Section 11.23	Prior Agreements.	114
Section 11.24	Servicer.	114
Section 11.25	Joint and Several Liability.	115
Section 11.26	Creation of Security Interest.	115
Section 11.27	Register.	115
Section 11.28	Set-Off.	116
Section 11.29	Component Notes.	116
Section 11.30	Waiver of Rights, Defenses and Claims.	117
Section 11.31	Approvals; Third Parties; Conditions.	117
Section 11.32	Limitation on Liability of Lender’s Officers, Employees, etc.	117
Section 11.33	Certain Additional Rights of Lender (VCOC).	118
Section 11.34	Right of First Refusal to Provide Future Financing.	118
Section 11.35	Additional Provisions.	120
Section 11.36	Dissemination of Information.	120

XII.	MORTGAGE LOAN
Section 12.1	Compliance With Mortgage Loan Documents.	120
Section 12.2	Mortgage Loan Defaults.	121
Section 12.3	Mortgage Loan Estoppels.	122
Section 12.4	Amendment to Mortgage Loan Documents.	123
Section 12.5	Acquisition of Mortgage Loan.	123
Section 12.6	Deed In Lieu of Foreclosure.	124
Section 12.7	Refinancing or Prepayment of the Mortgage Loan.	124
Section 12.8	Intercreditor Agreement.	124

EXHIBITS

Exhibit A

Mortgage Borrowers

SCHEDULES

Schedule I	-	Rent Roll
Schedule II	-	Organizational Chart
Schedule III	-	Updated Information
Schedule IV	-	Allocated Loan Amount
Schedule V	-	Material Agreements
Schedule VI	-	Management Agreements
Schedule VII	-	Form of Cash Flow Reconciliation Statement

iii

MEZZANINE LOAN AGREEMENT

THIS MEZZANINE LOAN AGREEMENT , dated as of October 17, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), between DOF IV REIT HOLDINGS, LLC , a Delaware limited liability company, having an address at c/o Torchlight Investors, LLC, 475 Fifth Avenue, New York, New York 10017 (together with its successors and assigns, collectively, “ Lender ”), and PLYMOUTH INDUSTRIAL 20 LLC, a Delaware limited liability company, having an address at 260 Franklin Street, 19 ^th Floor, Boston, Massachusetts 02110 (together with its permitted successors and assigns, collectively, “ Borrower ”).

All capitalized terms used herein shall have the respective meanings set forth in Article I hereof.

W I T N E S S E T H :

WHEREAS , Borrower desires to obtain the Loan from Lender; and

WHEREAS , subject to and in accordance with the terms and conditions of this Agreement and the other Loan Documents and based upon the representations, warranties, covenants and undertakings of Borrower herein and therein contained, Lender is willing to make the Loan to Borrower.

WHEREAS , simultaneously herewith, the entities identified on Exhibit A annexed hereto and made a part hereof (such entities, individually and collectively, “ Mortgage Borrower ”) are borrowing the Mortgage Loan from the Mortgage Lender pursuant to the Mortgage Loan Agreement (each as defined herein);

NOW, THEREFORE , in consideration of the covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions.

For all purposes of this Agreement, except as otherwise expressly provided:

“ 11540 Mosteller Property ” shall have the meaning ascribed to such term in the Mortgage Loan Agreement.

“ Act ” shall have the meaning set forth in Section 3.1.24(s) hereof.

“ Accounts ” shall mean any account established by this Agreement or the other Loan Documents (including, without limitation, any Substitute Cash Management Account and any accounts containing Substitute Reserve Funds).

“ Accrued Balance ” shall have the meaning set forth in Section 2.3.1(a) hereof.

“ Affiliate ” shall mean, as to any Person, any other Person that (i) directly or indirectly, owns ten percent (10%) or more of legal, beneficial or economic interests in such Person, (ii) is in control of, is controlled by or is under common ownership or control with such Person, (iii) is a director or officer of such Person or of an Affiliate of such Person and/or (iv) is the spouse, issue or parent of such Person or of an Affiliate of such Person.

“ Agreement ” shall have the meaning set forth in the introductory paragraph hereto.

“ Allocated Loan Amount ” shall mean, the greater of (i) the amount equal to the Allocated Loan Percentage of the Subject Parcel multiplied by the total Outstanding Principal Balance (including the Accrued Balance) as of the date the Subject Parcel is released pursuant to Section 2.6.3 hereof and (ii) the amount equal to the Mezz Allocated Loan Amount Floor.

“ Allocated Loan Percentage ” shall mean, with respect to each individual Property, the percentage set forth in column B (titled “Allocated Loan Percentage”) on Schedule IV annexed hereto and made a part hereof.

“ ALTA ” shall mean American Land Title Association or any successor thereto.

“ Alteration Threshold ” shall mean $500,000.

“ Annual Budget ” shall mean, individually and collectively, as the context may require, each “Operating Budget” as defined in the Mortgage Loan Agreement.

“ Appraisal ” shall mean, collectively, an appraisal of each Property in its then “as is” condition, prepared by a member of the Appraisal Institute selected by Lender, which appraisal (i) shall meet the minimum standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA), and (ii) otherwise shall be in form and substance satisfactory to Lender in its sole and absolute discretion.

“ Approved Annual Budget ” shall have the meaning set forth in Section 4.1.6(h ) hereof.

“ Asset Management Agreement ” shall mean that certain Asset Management Agreement, dated as of the date hereof, between Mortgage Borrower and Asset Manager, pursuant to which Asset Manager is to provide asset management and other services with respect to the Property, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms and provisions of this Agreement.

“ Asset Manager ” shall mean Plymouth Industrial REIT, Inc., a Maryland corporation, together with its permitted successors and assigns.

“ Asset Manager Consent and Recognition Agreement ” shall mean that certain Consent and Subordination of Asset Manager, dated as of the date hereof, among Borrower, Lender and Asset Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Award ” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation.

“ Bankruptcy Action ” shall mean, with respect to any Person, (i) such Person filing a voluntary petition under the Bankruptcy Law; (ii) the filing of an involuntary petition against such Person under the Bankruptcy Law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (iii) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Law; (iv) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Property; or (v) such Person making an assignment for the benefit of creditors, or admitting publicly or in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

“ Bankruptcy Law ” shall mean the U.S. Bankruptcy Code, any other applicable federal, state or foreign bankruptcy or insolvency law and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“ BIE Reconciliation Statement ” shall have the meaning set forth in Section 4.1.6(c) .

“ Borrower ” shall have the meaning set forth in the introductory paragraph hereto.

“ Borrower Distributive Share ” shall have the meaning set forth in Section 2.7.2 hereof.

“ Borrower’s Invested Equity ” shall mean the aggregate amount of capital contributed to Borrower and each Mortgage Borrower during the Term pursuant to the terms of their respective operating agreements, including the amount of the Minimum Equity Contribution, as set forth in the BIE Reconciliation Statement.

“ Borrower’s Recourse Liabilities ” shall have the meaning set forth in Section 11.22 hereof.

“ Business Day ” shall mean any day other than a Saturday, Sunday or public holiday or a day on which federally insured depository institutions in the State of New York are authorized or obligated by law, governmental decree or executive order to be closed.

“ Capital Expenditures ” shall mean, for any period, the amounts expended for items required to be capitalized under GAAP (including expenditures for replacements, building improvements, major repairs, alterations, tenant improvements and leasing commissions).

“ Capital Event ” shall mean (i) the sale, installment sale, assignment, master lease, ground lease, sale and leaseback, exchange or other disposition in any manner whatsoever, of all or any portion of the Property or any interest therein, (ii) the sale, installment sale, assignment, exchange or other disposition in any manner whatsoever of all or any portion of direct or indirect ownership interest in Borrower or any Mortgage Borrower (other than the redemption of DOF IV Plymouth’s Membership Interest (as defined in the JV Agreement) pursuant to the terms of the JV Agreement), (iii) the partial or total condemnation of all or a portion of any individual Property to the extent an Award is received by Borrower or any Mortgage Borrower and not applied to or reserved for Restoration, (iv) the partial or total damage or destruction of any Property or any portion thereof, to the extent of Insurance Proceeds received by Borrower or any Mortgage Borrower and not applied to or reserved for Restoration, (v) any financing or refinancing of any indebtedness relating to all or any part of the Property, and (vi) any other receipt of funds under circumstances which would be deemed a capital transaction under generally accepted accounting principles for real estate transactions.

“ Capital Event Proceeds ” shall mean all proceeds (net of any customary and reasonable third party transaction costs) of a Capital Event.

“ Casualty ” shall mean any casualty, damage or injury, by fire or otherwise, to the Property or any part thereof.

“ Cause ” shall mean, with respect to an Independent Manager, (i) any acts or omissions by such Independent Manager that constitute systematic, persistent or willful disregard of such Independent Manager’s duties, (ii) such Independent Manager has been indicted or convicted for any crime or crimes of moral turpitude or dishonesty or for any violation of any Legal Requirements or (iii) the death or disability of such Independent Manager.

“ Closing Date ” shall mean the date hereof.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“ Collateral ” shall mean, collectively, the “Collateral” as such term is defined in each Pledge Agreement and shall also include all Substitute Reserve Funds and all amounts on deposit in any Account and any and all other property or collateral in which Lender is granted a security interest under any of the Loan Documents, in each case whether existing on the date hereof or hereafter pledged or assigned to Lender.

“ Competitive Offer(s) ” shall have the meaning set forth in Section 11.34(a) hereof.

“ Condemnation ” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“ Contractual Obligation ” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound, or any provision of the foregoing.

“ Control ” or “ control ” shall mean with respect to any Person, (i) ownership, directly or indirectly, of greater than fifty percent (50%) of the ownership interest in such Person or (ii) the power or authority, directly or indirectly through one or more intermediaries, through the ownership of voting securities, by contract or otherwise, to direct or cause the direction of the day-to-day management, activities or policies of such Person. This definition is to be construed to apply equally to variations of the word “controlled”, “controlling” and “controlled by”.

“ Controlled Affiliate ” shall mean, as to any Person, any other Person that (i) is in control of, is controlled by or is under common ownership or control with such Person, (ii) is a director or officer of such Person or of a Controlled Affiliate of such Person with the power to direct or cause the direction of the management, policies or activities of such Person or Controlled Affiliate and/or (iv) is the spouse, issue or parent of such Person or of a Controlled Affiliate of such Person.

“ Debt ” shall mean the Outstanding Principal Balance, together with all interest accrued and unpaid thereon, and all other sums due to Lender in respect of the Loan under the Note, this Agreement or any other Loan Document.

“ Debt Service ” shall mean, with respect to any particular period of time, the aggregate amount of scheduled principal and interest payments due and payable under the Note and this Agreement.

“ Debt Service Coverage Ratio ” shall mean a ratio, as determined by Lender for the applicable period, in which:

(i) the numerator is the Net Operating Income for the Property; and

(ii) the denominator is the sum of (i) the aggregate Debt Service due and payable during such period and (ii) the aggregate Mortgage Debt Service due and payable during such period.

“ Debt Yield ” shall mean a ratio, as determined by Lender for the applicable period, in which:

(i) the numerator is the Net Operating Income for the Property; and

(ii) the denominator is the sum of (i) the Outstanding Principal Balance and (ii) the outstanding principal balance of the Mortgage Loan.

“ Default ” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“ Default Rate ” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the Maximum Legal Rate or (ii) five percent (5%) above the Interest Rate.

“ Deposit Account ” shall have the meaning ascribed to such term in the Mortgage Loan Cash Collateral Agreement.

“ Disclosure Documents ” shall mean, collectively, any written materials used or provided to any prospective investors and/or NRSROs in connection with any public offering or private placement in connection with a Securitization (including, without limitation, a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents, marketing materials or information provided to prospective investors), in each case in preliminary or final form and including any amendments, supplements, exhibits, annexes and other attachments thereto.

“ DOF IV Plymouth ” shall mean DOF IV Plymouth PM, LLC, a Delaware limited liability company.

“ Eligible Account ” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (i) an account or accounts (or subaccounts thereof) maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (ii) a segregated trust account or accounts (or subaccounts thereof) maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity that has a Moody’s rating of at least “Baa3” and that, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account shall not be evidenced by a certificate of deposit, passbook or other instrument.

“ Eligible Institution ” shall mean either (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s, and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less or, in the case of Letters of Credit or accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A+” by S&P, “A2” by Moody’s and “AA-” by Fitch or (b) KeyBank, National Association, Wells Fargo, National Association or PNC Bank, National Association, provided that the rating by S&P and the other Approved Rating Agencies for the short term unsecured debt obligations or commercial paper and long term unsecured debt obligations of the same does not decrease below the ratings in effect on the date hereof.

“ Environmental Indemnity ” shall mean, collectively, as the context may require (i) that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower, Plymouth OP and Plymouth REIT in connection with the Loan for the benefit of Lender, and (ii) any other environmental indemnity agreement delivered to Lender in connection with the Loan, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Environmental Law ” shall have the meaning ascribed to such term in the Environmental Indemnity.

“ ERISA ” shall have the meaning set forth in Section 4.2.10 hereof.

“ ESA ” shall have the meaning set forth in Section 3.1.50(d) hereof.

“ Event of Default ” shall have the meaning set forth in Section 10.1 hereof.

“ Exchange Act ” shall have the meaning set forth in Section 9.2(a) hereof.

“ Exchange Act Filing ” shall mean a filing pursuant to the Exchange Act in connection with or relating to a Securitization.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Lender or required to be withheld or deducted from a payment to any Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of any Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.8 , amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and (c) any U.S. federal withholding Taxes imposed under FATCA.

“ Executive Order ” shall mean an Executive Order of the President of the United States of America.

“ Extraordinary Expense ” shall have the meaning set forth in Section 4.1.6(h) hereof.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Financing Right of First Refusal ” shall have the meaning set forth in Section 11.34(a) hereof.

“ Fiscal Year ” shall mean each twelve (12) month period commencing on January 1 ^st and ending on December 31 ^st during each year of the Term.

“ Fitch ” shall mean Fitch, Inc.

“ Future Advance ” shall have the meaning ascribed to such term in the Mortgage Loan Future Advance Agreement.

“ Future Financing ” shall have the meaning set forth in Section 11.34(a) hereof.

“ GAAP ” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession.

“ Government Lists ” shall mean, collectively, (i) the Specially Designated Nationals and Blocked Persons Lists maintained by OFAC, (ii) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC, and (iii) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Governmental Authority or pursuant to any Executive Order.

“ Governmental Authority ” shall mean any court, agency, board, bureau, commission, department, office or other authority of any nature whatsoever of any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“ Grantor Trust ” shall mean a grantor trust under Subpart E of Part 1 of Subchapter J of the Code.

“ Gross Revenue ” shall have the meaning ascribed to such term in the Mortgage Loan Agreement.

“ Guarantor ” shall mean, individually and collectively, Plymouth REIT, Plymouth OP, Jeffrey Witherell, an individual, Pendleton White, an individual, Daniel Wright, an individual, and any other Person who has delivered a Guaranty or Environmental Indemnity to Lender pursuant to the Loan Documents.

“ Guaranty ” shall mean, collectively, as the context may require, (i) that certain Guaranty of Recourse Obligations, dated as of the date hereof, executed by Plymouth REIT, Plymouth OP, Jeffrey Witherell, an individual and Pendleton White, an individual, in connection with the Loan for the benefit of Lender, (ii) that certain Guaranty of Recourse Obligations, dated as of the date hereof, executed by Daniel Wright, an individual, in connection with the Loan for the benefit of Lender and (iii) any other guaranty delivered to Lender in connection with the Loan, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Hazardous Substances ” shall have the meaning ascribed to such term in the Environmental Indemnity.

“ Improvements ” shall have the meaning set forth in the Mortgage Loan Agreement.

“ Indebtedness ” shall, with respect to any Person, have the meaning set forth in the Mortgage Loan Agreement.

“ Indemnified Liabilities ” shall have the meaning set forth in Section 11.13(b) hereof.

“ Indemnified Taxes " means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Independent Manager ” shall have the meaning set forth in Section 3.1.24(o) hereof.

“ Initial Pay Rate ” shall mean a fixed rate per annum equal to seven percent (7.0%), compounded monthly.

“ Insolvency Opinion ” shall mean, as the context may require, any bankruptcy non-consolidation opinion delivered to Lender in connection with the Loan (including any bankruptcy non-consolidation opinion delivered to Lender subsequent to the closing of the Loan in accordance with the Loan Documents).

“ Insurance Premiums ” shall mean the premiums required to be paid in connection with the Policies.

“ Insurance Proceeds ” shall mean the amount of all insurance proceeds paid under the Policies.

“ Intercreditor Agreement ” shall mean that certain Intercreditor Agreement dated as of the date hereof by and between Lender and Mortgage Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Interest Period ” shall mean, with respect to any Monthly Payment Date, the full calendar month immediately preceding such Monthly Payment Date (i.e. the period commencing on the Monthly Payment Date of the preceding calendar month (the 1 ^st ) and terminating on the day immediately preceding such Monthly Payment Date (the last day of the month); provided , however , that the initial Interest Period shall begin on the Closing Date and shall end on October 31, 2016.

“ Interest Rate ” shall mean a fixed rate per annum equal to fifteen percent (15.0%), compounded monthly.

“ Internal Approvals ” shall have the meaning set forth in Section 11.34(b) hereof.

“ IRS ” means the United States Internal Revenue Service.

“ JV Agreement ” shall mean that certain Limited Liability Company Agreement of Plymouth Industrial 20 LLC dated on or about the date hereof by and among DOF IV Plymouth and Plymouth Industrial 20 Financial, as members.

“ Key Principals ” shall mean each of Jeffrey Witherell, Pendleton White and Daniel Wright.

“ Land ” shall have the meaning set forth in the granting clause of the Security Instrument.

“ Lease ” shall mean any lease, sublease, subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the Property, and every modification, amendment or other agreement relating to such lease, sublease, subsublease, letting, license, concession or other agreement and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

“ Leasing Agent Consent and Recognition Agreement ” shall mean that certain Consent and Subordination of Leasing Agent, dated as of the date hereof, among Borrower, Lender and Cawley Chicago Commercial Real Estate, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Leasing Agreement ” shall mean that certain Leasing Agreement between Stern Mortgage Borrower and Cawley Chicago Commercial Real Estate, dated June 1, 2016.

“ Legal Requirements ” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees, demands and injunctions of Governmental Authorities affecting the Loan, any Secondary Market Transactions with respect to the Loan, Borrower, Mortgage Borrower, Guarantor, the Collateral or the Property or any part thereof or the ownership of the Collateral or any part thereof or the ownership, construction, alteration, use, management or operation of the Property or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the Securities Act, the Exchange Act, Regulation AB, the rules and regulations promulgated pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, zoning and land use laws and the Americans with Disabilities Act of 1990, and all permits, licenses and authorizations and regulations relating thereto, and all landmark preservation requirements, covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or otherwise binding on the Property, at any time in force affecting Borrower, Mortgage Borrower, Guarantor, the Collateral, or the Property or any part thereof, including, without limitation, any which may (i) require repairs, modifications or alterations in or to the Property or any part thereof or (ii) in any way limit the use and enjoyment thereof.

“ Lender ” shall have the meaning set forth in the introductory paragraph hereto.

“ Lender Indemnitees ” shall mean (i) Lender and any designee of Lender, (ii) any Affiliate of Lender that has filed any registration statement relating to a Securitization or has acted as the sponsor or depositor in connection with such Securitization, (iii) any Affiliate of Lender that acts as an underwriter, placement agent or initial purchaser in connection with a Securitization, (iv) any other co-underwriters, co-placement agents or co-initial purchasers in connection with a Securitization, (v) each Person who controls (within the meaning of Section 15 of the Exchange Act) any Person described in any of the foregoing clauses, (vi) any Person who is or will have been involved in the origination of the Loan, (vii) any Person who is or will have been involved in the servicing of the Loan, (viii) any Person in whose name the Lien created by the Pledge Agreement and the other Loan Documents are or will be recorded or filed, (ix) any Person who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan evidenced for the benefit of third parties), (x) any Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan, (xi) any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business and (xii) the respective officers, directors, shareholders, partners, members, employees, agents, representatives, contractors, subcontractors, Affiliates, participants, successors and assigns of any Person described in any of the foregoing clauses.

“ Lien ” shall mean any mortgage, deed of trust, deed to secure debt, indemnity deed of trust, lien (statutory or otherwise), pledge, hypothecation, assignment, security interest, easement, restrictive covenant, preference, or any other encumbrance, charge or transfer of, or any agreement to enter into or create any of the foregoing affecting (i) all or any portion of the Property, the Collateral or any interest therein or (ii) any direct or indirect interest in Mortgage Borrower, Borrower, Guarantor or Plymouth Industrial 20 Financial, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialman’s and other similar liens and encumbrances.

“ Loan ” shall mean the loan in the original principal amount of THIRTY MILLION and NO/100 Dollars ($30,000,000.00) made by Lender to Borrower pursuant to this Agreement.

“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Pledge Agreement, the Guaranty, the Environmental Indemnity, the Manager Consent and Recognition Agreement, the Asset Manager Consent and Recognition Agreement, the Leasing Agent Consent and Recognition Agreement, the Borrower’s Certificate and all other documents, agreements, certificates and instruments now or hereafter executed, acknowledged and/or delivered in connection with the Loan.

“ Loan Party ” shall mean, individually and collectively, Borrower, Guarantor and Plymouth Industrial 20 Financial.

“ Loan-to-Value Ratio ” shall mean a ratio, as determined by Lender as of a particular date, in which: (i) the numerator is equal to the Outstanding Principal Balance plus the outstanding principal balance of the Mortgage Loan and (ii) the denominator is equal to the then appraised value of the Property based on an Appraisal prepared as of the date of such determination.

“ Loan Year ” shall mean each one-year period beginning on the Closing Date and each anniversary of the Closing Date.

“ Major Lease ” shall mean any Lease which (i) either individually or when taken together with any other Lease with the same Tenant or any Affiliate of such Tenant, and assuming the exercise of all expansion rights and preferential rights to lease additional space contained in such Lease or Leases, (a) covers or is expected to cover more than 25,000 square feet at any individual Property, (b) requires the payment of base rent in an amount equal to or exceeding twenty percent (20.00%) of the Gross Revenue for any individual Property, or (c) covers the entirety of one or more individual Properties, (ii) contains an option or preferential right to purchase all or any portion of the Property, (iii) is with an Affiliate of Borrower, Guarantor, Asset Manager or Manager as Tenant, (iv) is entered into during the continuation of an Event of Default, or (v) is entered into with any Tenant identified by Lender as a “major tenant” of any individual Property.

“ Management Agreement ” shall mean, individually and collectively, as the context may require, those certain management agreements more particularly described on Schedule VI annexed hereto and made a part hereof, pursuant to which Manager is to provide management and other services with respect to each Property (other than the 210 American Property (as defined on Exhibit A annexed hereto), for which there is no management agreement in place as of the Closing Date), as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms and provisions of this Agreement.

“ Manager ” shall mean, individually and collectively, as the context may require, (i) Metro Chicago Management d/b/a Cawley Chicago Management, with respect to the 3940 Stern Property, the 1875 Holmes Property, the 1355 Holmes Property, the 189 Seegers Property, the 11351 West 183 ^rd Property and the 2401 Commerce Property (as such terms are defined on Exhibit A annexed hereto), (ii) Cassidy Turley Commercial Real Estate Services, Inc., with respect to the Mosteller Property, the 4115 Thunderbird Property, the 7585 Empire Property, the 3500 Southwest Property, the 3100 Creekside Property, the 8288 Green Meadows Property, the 8273 Green Meadows Property and the 7001 Americana Property (as such terms are defined on Exhibit A annexed hereto), (iii) McKee and McFarland, Inc., with respect to the Shelby Drive Property (as such term is defined on Exhibit A annexed hereto), (iv) HSA Commercial Inc., with respect to the 32 Dart Property (as such term is defined on Exhibit A annexed hereto), (v) Boulos Property Management d/b/a CBRE – Boulos Asset Management, with respect to the 56 Milliken Property (as such term is defined on Exhibit A annexed hereto), (vi) Growth Capital Management, Ltd., with respect to the 4 East Stow Property (as such term is defined on Exhibit A annexed hereto) and (vii) G&E Real Estate Management Services Inc., with respect to the 1755 Enterprise Property (as such term is defined on Exhibit A annexed hereto), together with each of the foregoing’s permitted successors and assigns under the Management Agreement, or any Qualified Manager appointed in accordance with the terms of this Agreement.

“ Manager Consent and Recognition Agreement ” shall mean those certain Consents and Subordination of Property Manager, each dated as of the date hereof, among Borrower, Lender and each Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Material Adverse Effect ” shall mean any material adverse effect upon (i) the business operations, assets or financial condition of Borrower, Mortgage Borrower, Guarantor, the Collateral or the Property, (ii) the ability of Mortgage Borrower, Borrower or Guarantor, to perform its obligations under the Loan Documents to which it is a party, (iii) the enforceability or validity of any Loan Document, the perfection or priority of any Lien created under any Loan Document or the rights, interests and remedies of Lender under any Loan Document or (iv) the value, use or operation of the Property or the Collateral or the cash flows from the Property or the Collateral.

“ Material Agreements ” shall mean (i) each management, brokerage or leasing agreement (other than the Management Agreement, the Leasing Agreement and the Asset Management Agreement), and (ii) any cleaning, maintenance, service or other contract or agreement of any kind (other than the Leases and the Mortgage Loan Documents) that (A) provides for aggregate annual payments in excess of $50,000, (B) is for a term longer than one year or (C) is not cancelable on thirty (30) days’ or less notice without the payment of any termination fee or payments of any kind, in each case relating to the ownership, development, leasing, management, use, operation, maintenance, repair, improvement or restoration of the Property or the Collateral, whether written or oral.

“ Maturity Date ” shall mean the earlier of (i) November 1, 2023, (ii) the maturity date of the Mortgage Loan and (iii) such other date on which the final payment of principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date by declaration of acceleration, or otherwise.

“ Maximum Legal Rate ” shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or in the other Loan Documents, under the laws of such Governmental Authorities whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“ Mezz Allocated Loan Amount Floor ” shall mean, with respect to each individual Property, the amount set forth in column A (titled “Mezz Allocated Loan Amount Floor”) on Schedule IV annexed hereto and made a part hereof.

“ Minimum Equity Contribution ” shall have the meaning set forth in Section 3.1.51 hereof.

“ Minimum Disbursement Amount ” shall mean Twenty-Five Thousand and No/100 Dollars ($25,000).

“ Monthly Interest Payment ” shall mean (i) with respect to each Monthly Payment Date occurring on or prior to November 1, 2020, an amount equal to all interest that accrued on the Outstanding Principal Balance during the applicable Interest Period at the Initial Pay Rate and (ii) with respect to each Monthly Payment Date thereafter, an amount equal to all interest that accrued on the Outstanding Principal Balance during the applicable Interest Period at the Subsequent Pay Rate.

“ Monthly Payment Date ” shall mean the 1 ^st day of every calendar month occurring during the Term commencing with December 1, 2016; provided , however , that Lender shall have the right to change the Monthly Payment Date to any other day of a calendar month selected by Lender, in its sole and absolute discretion (including in connection with a Securitization) upon notice to Borrower (in which event such change shall then be deemed effective) and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement to evidence such change; provided that if Lender shall have elected to change the Monthly Payment Date as aforesaid, Lender shall have the option, but not the obligation, to adjust the Interest Period accordingly and such Monthly Payment Date shall take effect in respect of the Monthly Payment Date for the Interest Period following the Interest Period during which Lender notifies Borrower.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgage Borrower ” shall have the meaning set forth in the recitals hereto.

“ Mortgage Debt Service ” shall mean, with respect to any particular period of time, the aggregate amount of scheduled principal and interest payments due and payable under the Mortgage Loan Documents.

“ Mortgage Lender ” shall mean, individually or collectively, as the context may require, AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation, AMERICAN HOME ASSURANCE COMPANY, a New York corporation, NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA., a Pennsylvania corporation, and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation, and each of their respective successors and assigns.

“ Mortgage Loan ” shall mean that certain mortgage loan made as of the date hereof by Mortgage Lender to Mortgage Borrower in the original maximum principal amount of up to $120,000,000.00 and evidenced and secured by the Mortgage Loan Documents.

“ Mortgage Loan Agreement ” shall mean that certain Loan Agreement, dated as of the date hereof, by and between Mortgage Lender and Mortgage Borrower, as the same may be amended, restated, replaced and otherwise modified from time to time.

“ Mortgage Loan Cash Collateral Agreement ” shall mean that certain Cash Collateral Agreement, dated as of the date hereof, by and among Mortgage Borrower, Mortgage Lender and Berkadia Commercial Mortgage LLC, as servicer, as the same may be amended, restated, replaced and otherwise modified from time to time in accordance with the terms hereof.

“ Mortgage Loan Cash Management Provisions ” shall mean the terms and conditions of the Mortgage Loan Documents relating to cash management and lockboxes (including, without limitation, those relating to the Deposit Account and those set forth in the Mortgage Loan Cash Collateral Agreement).

“ Mortgage Loan Documents ” shall have the meaning ascribed to the term “Loan Documents” in the Mortgage Loan Agreement.

“ Mortgage Loan Event of Default ” shall mean a “Default” or an “Event of Default”, as such terms are defined in the Mortgage Loan Agreement.

“ Mortgage Loan Future Advance Agreement ” shall mean that certain Future Advance Agreement and Agreement to Add Property, dated as of the Closing Date, by and among Mortgage Borrowers and Mortgage Lender, as the same may be amended, supplemented or otherwise modified from time to time.

“ Mortgage Loan Guarantor ” shall mean Guarantor and any other Person who has delivered or who hereafter delivers a guaranty or environmental indemnity to Mortgage Lender pursuant to the Mortgage Loan Documents.

“ Mortgage Loan Insurance Agreement ” shall mean that certain Agreement Concerning Insurance Requirements, dated as of the date hereof, by and among Mortgage Borrower and Mortgage Lender, as the same may be amended, supplemented or otherwise modified from time to time with Lender’s prior written consent

“ Mortgage Loan Insurance Requirement Provisions ” shall mean the insurance requirement provisions set forth in (i) the Mortgage Loan Insurance Agreement and (ii) Section 5.1.16 of the Mortgage Loan Agreement.

“ Mortgage Loan Partial Release Agreement ” shall mean that certain Partial Release of Property Agreement, dated as of the date hereof, by and among Mortgage Borrower and Mortgage Lender, as the same may be amended, supplemented or otherwise modified from time to time with Lender’s prior written consent.

“ Mortgage Loan Reserve Agreement ” shall mean, individually and collectively, the Mortgage Loan Reserve Agreement (Immediate Repairs) and the Mortgage Loan Reserve Agreement (TI/LC)

“ Mortgage Loan Reserve Agreement (Immediate Repairs) ” shall mean that certain Reserve Agreement (Immediate Repairs), dated as of the Closing Date by and among Mortgage Borrowers, Mortgage Lender and Mortgage Loan Servicer, as the same may be modified, amended and/or supplemented from time to time.

“ Mortgage Loan Reserve Agreement (TI/LC) ” shall mean that certain Reserve Agreement (TI/LC), dated as of the Closing Date by and among Mortgage Borrowers, Mortgage Lender and Mortgage Loan Servicer, as the same may be modified, amended and/or supplemented from time to time.

“ Mortgage Loan Reserves ” shall mean each escrow or reserve fund established by the Mortgage Loan Documents, including, without limitation, escrows or reserves for Property Impositions (as defined in the Mortgage Loan Agreement), Insurance Premiums, Tenant Improvement Costs (as defined in the Mortgage Loan Reserve Agreement (TI/LC)), Leasing Commissions (as defined in the Mortgage Loan Reserve Agreement (TI/LC), and Immediate Repairs (as defined in the Mortgage Loan Reserve Agreement (Immediate Repairs).

“ Mortgage Loan Restoration Provisions ” shall mean the terms and conditions of Sections 5.1.16 and 5.1.17 of the Mortgage Loan Agreement relating to Restoration in connection with a Casualty and/or Condemnation to any Property.

“ Mortgage Loan Servicer ” shall mean the “Servicer” as defined in the Mortgage Loan Agreement.

“ Mosteller Determination Date ” shall have the meaning set forth in Section 4.1.32 hereof.

“ Mosteller Transfer ” shall have the meaning set forth in Section 4.1.32 hereof.

“ Mosteller Transferee ” shall have the meaning set forth in Section 4.1.32 hereof.

“ Net Operating Income ” shall have the meaning ascribed to such term in the Mortgage Loan Agreement.

“ Net Proceeds ” shall mean: (i) the net amount of all Insurance Proceeds, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such Insurance Proceeds or (ii) the net amount of the Award, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such Award.

“ Net Sales Proceeds ” shall mean the gross sales price of each Subject Parcel, less all actual customary and reasonable third party transaction costs and expenses approved by Lender in connection with the sale of such Subject Parcel.

“ Note ” shall mean that certain Promissory Note, dated the date hereof, in the stated principal amount of THIRTY MILLION and NO/100 Dollars ($30,000,000.00), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Notice ” shall have the meaning set forth in Section 11.6 hereof.

“ NRSRO ” shall mean any credit rating agency that has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act, without regard to whether or not such credit rating agency has been engaged by Lender or other Securitization Indemnified Parties in connection with, or in anticipation of, a Securitization.

“ Obligations ” shall mean, collectively, Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations.

“ OFAC ” shall mean the Office of Foreign Assets Control or, if the context requires, any successor Governmental Authority.

“ Officer’s Certificate ” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer or other duly authorized representative of Borrower.

“ Operating Expenses ” shall mean the “Property Expenses” as defined in the Mortgage Loan Agreement.

“ Organizational Documents ” shall mean, as to any Person, the organizational or governing documents of such Person, including the certificate of incorporation and by-laws with respect to a corporation; the certificate of formation or organization and operating agreement with respect to a limited liability company; and the certificate of limited partnership and partnership agreement with respect to a limited partnership.

“ Other Charges ” shall mean all ground rents, maintenance charges, impositions (other than Property Taxes), water rates or sewer rents, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“ Other Connection Taxes ” means, with respect to any Lender, Taxes imposed as a result of a present or former connection between such Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Obligations ” shall mean: (i) all obligations of Borrower contained in this Agreement, the Note or any other Loan Document, (ii) all obligations of Borrower contained in any renewal, extension, amendment, restatement, modification, consolidation, change of, or substitution or replacement for all or any part of this Agreement, the Note or any other Loan Document, excluding, in each case, Borrower’s obligation for the payment of the Debt, and (iii) the payment of all sums in accordance with the TL Participation Agreement.

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“ Outstanding Principal Balance ” shall mean, as of any date, the outstanding principal balance of the Loan.

“ Patriot Act ” shall mean, collectively, all laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107 56), as the same may be amended, replaced, supplemented or otherwise modified from time to time.

“ Patriot Act Offense ” shall mean (i) any violation of the laws of the United States of America or of any of the several states, or any act or omission that would constitute a violation of such laws if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or money laundering, including any offense under (a) the laws against terrorism; (b) the laws against money laundering, (c) the Bank Secrecy Act, as amended, (d) the Money Laundering Control Act of 1986, as amended, or (e) the Patriot Act, or (ii) the conspiracy to commit, or aiding and abetting another to commit, any violation of any such laws.

“ Permitted Encumbrances ” shall mean, collectively, (i) the Liens and security interests created by the Loan Documents and the Mortgage Loan Documents, (ii) all Liens, encumbrances and other matters expressly set forth on Schedule A or Schedule B of any Title Insurance Policy otherwise acceptable to Lender in its sole discretion, (iii) Liens, if any, for Property Taxes and Other Charges imposed by any Governmental Authority not yet due and payable, subject to any rights of Borrower to contest the same in good faith pursuant to and in accordance with the terms of Section 4.1.2 hereof, and (iv) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“ Permitted Indebtedness ” shall have the meaning set forth in the Mortgage Loan Agreement.

“ Permitted Investments ” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by any Servicer, the trustee under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Monthly Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:

(a) obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or by a person controlled or supervised by and acting as an instrumentality thereof pursuant to the authority granted by the Congress of the United States, provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the General Services Administration (participation certificates), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates) and the U.S. Department of Housing and Urban Development (local authority bonds); provided , however , that the investments described in this clause (i) must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(b) Federal Housing Administration debentures;

(c) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations) and the Student Loan Marketing Association (debt obligations); provided , however , that the investments described in this clause (iii) must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(d) unsecured certificates of deposit issued in large denominations and time deposits, in each case having maturities of not more than 365 days issued or held by any depository institution or trust company incorporated or organized under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities, so long as the commercial paper or other short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial or, if higher, then current ratings assigned to the Securities); provided , however , that the investments described in this clause (iv) must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(e) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit issued in large denominations of any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial or, if higher, then current ratings assigned to the Securities); provided , however , that the investments described in this clause (v) must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(f) units of taxable money market funds, which funds are regulated investment companies, seek to maintain a constant net asset value per share and invest solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial or, if higher, then current ratings assigned to the Securities) for money market funds; and

(g) any other demand, money market or time deposit which has been approved as a Permitted Investment in writing by (a) Lender and (b) as to which Borrower has obtained a Rating Agency Confirmation;

provided, however , that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments, (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of one hundred twenty percent (120%) of the yield to maturity at par of such underlying investment, or (c) such instrument may be redeemed at a price below the purchase price. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.

“ Person ” shall mean an individual, a corporation, an association, a joint stock company, a trust, a business trust, a partnership, a joint venture, a limited liability company, a real estate investment trust, an unincorporated organization, department, or a government, foreign country or regime (or any agency, agent, instrumentality or political subdivision thereof), or any other entity (whether incorporated or unincorporated).

“ Pledge Agreement ” shall mean, collectively, (i) that certain Pledge and Security Agreement, dated as of the date hereof, executed and delivered by Borrower as security for the Loan and encumbering the Collateral, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, (ii) that certain Pledge and Security Agreement, dated as of the date hereof, executed and delivered by Plymouth Industrial 20 Financial as security for the Loan and encumbering the Collateral, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time and (iii) any other pledge and security agreement delivered to Lender in connection with the Loan, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Plymouth Industrial 20 Financial ” shall mean Plymouth Industrial 20 Financial LLC, a Delaware limited liability company, a direct member of Borrower.

“ Plymouth OP ” shall mean Plymouth Industrial OP, LP, a Delaware limited partnership.

“ Plymouth REIT ” shall mean Plymouth Industrial REIT, Inc., a Maryland corporation.

“ Policies ” or “ Policy ” shall mean the “Required Policy” or “Required Policies”, as applicable, as defined in the Mortgage Loan Insurance Agreement.

“ Prepayment Date ” shall mean the date on which the Loan is prepaid in accordance with the terms hereof.

“ Prohibited Person ” shall mean any Person:

(i) listed in the Annex to, or is otherwise subject to the prohibitions of, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Executive Orders;

(ii) that is owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex to, or is otherwise subject to the prohibitions of, Executive Order No. 13224;

(iii) with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including Executive Order No. 13224;

(iv) who commits, threatens, conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;

(v) that is named as a “specially designated national and blocked person” on the most current list published by OFAC at its official website or at any replacement website or other replacement official publication of such list;

(vi) that is subject to trade restrictions under United States law, including, without limitation, the Patriot Act, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder;

(vii) that is listed on any Government List;

(viii) that has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense;

(ix) that is currently under investigation by any Governmental Authority for alleged criminal activity; or

(x) who is an Affiliate of any Person that is described by or that satisfies any of clauses (i) through (ix) above.

“ Property ” shall mean each parcel of real property identified on Exhibit A annexed hereto, the Improvements now or hereafter erected, situated or installed thereon and all personal property owned by each Mortgage Borrower and encumbered by the Security Instrument, together with all rights pertaining to such property (real and personal) and the Improvements, all as more particularly described in and encumbered by the Security Instrument, or such lesser number of the properties as the context requires.

“ Property Taxes ” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or any part thereof, together with all interest and penalties thereon.

“ Protective Advances ” shall have the meaning set forth in Section 12.2 hereof.

“ Qualified Capital Contributions ” shall mean capital, in an amount equal to the Redemption Price (as defined in the JV Agreement), actually contributed to Borrower solely for payment to DOF IV Plymouth for the purpose of redeeming the Membership Interest (as defined in the JV Agreement) of DOF IV Plymouth pursuant to and in accordance with the terms of the JV Agreement.

“ Qualified Manager ” shall mean (i) Manager or (ii) a reputable and experienced manager which, in the reasonable judgment of Lender, possesses experience in managing properties similar in location, size, class, use, operation and value as the Property; provided , that if a Securitization shall have occurred Borrower shall have obtained (a) a Rating Agency Confirmation from the Rating Agencies and (b) if such Person is an Affiliate of Borrower, a bankruptcy non-consolidation opinion reasonably acceptable to Lender and acceptable to the Rating Agencies in their sole discretion.

“ Rating Agencies ” shall mean, prior to the final Securitization of the Loan, each of S&P, Moody’s, Fitch, Realpoint LLC, Kroll Bond Ratings and DBRS, Inc. or any other nationally-recognized statistical rating agency which has been designated by Lender and, after the final Securitization of the Loan, shall mean any of the foregoing that has rated any of the Securities.

“ Rating Agency Confirmation ” shall mean, collectively, a written affirmation from each of the Rating Agencies that the rating of the Securities (or any class thereof) by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, no Rating Agency has elected to consider whether to grant or withhold such an affirmation, then the term “Rating Agency Confirmation” shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation; provided that the foregoing shall be inapplicable in any case in which Lender has an independent approval right in respect of the matter at issue pursuant to the terms of this Agreement.

“ Refinancing ” shall mean the repayment of those certain loans in the aggregate original principal amount of $192,000,000.00 originally made by Senator Global Opportunity Master Fund L.P. to Plymouth OP and evidenced by, inter alia, that certain Loan Agreement dated October 28, 2014, which loans were assigned to Lender and repaid immediately prior to the execution of this Agreement.

“ Regulation AB ” shall mean Regulation AB under the Securities Act and the Exchange Act, as such regulation may be amended from time to time.

“ Regulation S-K ” means Regulation S-K of the Securities Act, as such regulation may be amended from time to time.

“ Regulation S-X ” means Regulation S-X of the Securities Act, as such regulation may be amended from time to time.

“ Related Loan ” shall mean (i) a loan made to an Affiliate of Borrower or Guarantor or secured by a Related Property that is included in a Securitization with the Loan or any portion thereof or interest therein or (ii) any loan that is cross-collateralized or cross-defaulted with the Loan.

“ Related Property ” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related” within the meaning of the definition of “Significant Obligor” to the Property.

“ Release Price ” shall mean with respect to each individual Subject Parcel, the greater of (i) one hundred twenty percent (120.00%) of the Allocated Loan Amount and (ii) one hundred percent (100.00%) of the Net Sales Proceeds.

“ Remaining Capital Event Proceeds Funds ” shall have the meaning set forth in Section 2.7.4 hereof.

“ Remaining Cash Flow Funds ” shall have the meaning set forth in Section 2.7.2 hereof.

“ REMIC Trust ” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note or any interest therein.

“ Rent Roll ” shall mean one or more rent rolls for the Property that are substantially similar in form to the rent roll annexed hereto as Schedule I .

“ Repayment Premium ” shall mean an amount equal to the positive difference between (A) the sum of one hundred fifty percent (150%) of the amount of the Outstanding Principal Balance (excluding any Accrued Balance included therein) being repaid and (B) the sum of (i) the actual amount of the Outstanding Principal Balance being repaid (no portion of which shall be allocable to Accrued Balance) plus (ii) the portion of interest, if any, paid thereon at the Initial Pay Rate and/or the Subsequent Pay Rate, as applicable, to the date of such repayment, plus (iii) any Accrued Balance allocable to such Outstanding Principal Balance being repaid which has been paid to the date of such repayment. For the avoidance of doubt, the aggregate of all amounts of Outstanding Principal Balance repaid for purposes of (A), above, in calculating the full Repayment Premium due Lender in connection with any final repayment of the Loan shall equal $45,000,000. The calculation of the Repayment Premium by Lender shall be final absent manifest error.

“ Replacement Management Agreement ” shall mean, collectively, (i)(a) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (b) a management agreement with a Qualified Manager, which management agreement shall be in form and substance reasonably acceptable to Lender; provided , that, with respect to this clause (b), if a Securitization shall have occurred, Lender, at its option, may require that Borrower shall have obtained a Rating Agency Confirmation from the Rating Agencies, and (ii) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or in such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager.

“ Restoration ” shall mean the repair and restoration of any Property after a Casualty or Condemnation as nearly as possible to the condition the Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“ Restoration Threshold ” shall mean the “Threshold Amount” as defined in the Mortgage Loan Agreement.

“ Restricted Party ” shall mean, collectively, (i) Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Asset Manager and Guarantor and (ii) any shareholder, partner, member, non-member manager or any other direct or indirect legal or beneficial owner of Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Asset Manager or Guarantor or any non-member manager.

“ ROFR Financing Notice ” shall have the meaning set forth in Section 11.34(a) hereof.

“ ROFR Information and Materials ” shall have the meaning set forth in Section 11.34(b) hereof.

“ S&P ” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“ Secondary Market Transaction ” shall have the meaning set forth in Section 9.1(a) hereof.

“ Securities ” shall have the meaning set forth in Section 9.1(a) hereof.

“ Securities Act ” shall have the meaning set forth in Section 9.2(a) hereof.

“ Securitization ” shall have the meaning set forth in Section 9.1(a) hereof.

“ Securitization Indemnification Liabilities ” shall have the meaning set forth in Section 9.2(b) hereof.

“ Securitization Indemnified Parties ” shall have the meaning set forth in Section 9.2(b) hereof.

“ Securitization Vehicle ” means each REMIC Trust or Grantor Trust into which all or a portion of the Loan or an interest therein has been transferred.

“ Security Deposit ” means any cash deposit or deposits delivered or required to be delivered by a Tenant to any Mortgage Borrower (or to Manager, as agent for such Mortgage Borrower) as security for the performance of Tenant’s obligations under its Lease.

“ Security Instrument ” shall mean, individually or collectively, as the context may require, the “Mortgages” as defined in the Mortgage Loan Agreement .

“ Servicer ” shall have the meaning set forth in Section 11.24(a) hereof.

“ Servicer Fees ” shall mean, collectively, an annual fee equal to twenty (20) basis points per annum calculated on the then Outstanding Principal Balance, payable in equal monthly installments, and all other amounts required to be paid and/or reimbursed by Borrower pursuant to Section 11.24(a) hereof.

“ Servicing Agreement ” shall have the meaning set forth in Section 11.24(a) hereof.

“ Severed Loan Documents ” shall have the meaning set forth in Section 10.2(c) hereof.

“ Significant Obligor ” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“ Special Member ” shall have the meaning set forth in Section 3.1.24(q) hereof.

“ Springing Recourse Event ” shall have the meaning set forth in Section 11.22 hereof.

“ State ” shall mean the State(s) or Commonwealth(s) in which the Property or any part thereof is located.

“ Subject Parcel ” shall have the meaning set forth in Section 2.6.3 hereof.

“ Subsequent Pay Rate ” shall mean a fixed rate per annum equal to ten percent (10.0%), compounded monthly.

“ Substitute Cash Management Accounts ” shall have the meaning set forth in Section 2.7.1 hereof.

“ Substitute Reserves ” shall have the meaning set forth in Section 6.1 hereof.

“ Substitute Reserve Funds ” shall have the meaning set forth in Section 6.2.1 hereof.

“ Survey ” shall mean, individually and collectively, as the context may require, a current land survey for each Property delivered to Lender in connection with the origination of the Loan, in form and substance satisfactory to Lender and prepared by a professional and properly licensed land surveyor satisfactory to Lender in accordance with the most current Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys together with the surveyor’s seal affixed to the Survey and a certification from the surveyor in form and substance acceptable to Lender.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Tenant ” shall mean any Person obligated by contract or otherwise to pay monies (including a percentage of gross income, revenue or profits) under any Lease now or hereafter affecting all or any part of the Property.

“ Term ” shall mean the term of the Loan.

“ Title Insurance Policy ” shall mean a UCC mezzanine insurance policy in the form acceptable to Lender issued with respect to the Collateral and insuring the Lien of the Pledge Agreement, together with such endorsements and affirmative coverages as Lender may require.

“ TL Member ” shall have the meaning set forth in Section 11.16(c) hereof

“ TL Participation Agreement ” shall mean (i) that certain TL Participation Agreement, dated as of the date hereof, by and between Borrower, Plymouth Industrial 20 Financial, Guarantor and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time and (ii) any other participation agreement delivered to Lender in connection with the Loan, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ TL Participation Interest ” shall have the meaning set forth in Section 2.2.7 hereof.

“ TL Term Sheet ” shall have the meaning set forth in Section 11.34(c) hereof.

“ Torchlight ” shall mean Torchlight Investors, LLC.

“ Transfer ” shall have the meaning set forth in Section 8.1(a) hereof.

“ Triggering Event ” shall have the meaning ascribed to such term in the Mortgage Loan Cash Collateral Agreement.

“ Triggering Event Condition ” shall have the meaning ascribed to such term in the Mortgage Loan Cash Collateral Agreement.

“ Trustee ” shall mean any trustee of a Securitization Vehicle.

“ UCC ” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State.

“ Updated Information ” shall have the meaning set forth in Section 9.1(b)(i) hereof.

“ Updated Mosteller Documents ” shall have the meaning set forth in Section 4.1.32 hereof.

“ Updated Pledge Documents ” shall have the meaning set forth in Section 4.1.33 hereof.

“ U.S. Bankruptcy Code ” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder.

“ U.S. Obligations ” shall mean (i) direct full faith and credit obligations of the United States of America that are not subject to prepayment, call or early redemption or (ii) to the extent acceptable to the Rating Agencies, other “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii).

“ Waived Cash Management Accounts ” shall have the meaning set forth in Section 2.7.1 hereof.

“ Waived Cash Management Provisions ” shall have the meaning set forth in Section 2.7.1 hereof.

“ Waived Insurance Requirement Provisions ” shall have the meaning set forth in Section 5.1.2 hereof.

“ Waived Reserve ” shall have the meaning set forth in Section 6.1.1 hereof.

“ Waived Restoration Provisions ” shall have the meaning set forth in Section 5.2.3 hereof.

“ Working Capital Account ” shall have the meaning set forth in the Mortgage Loan Cash Collateral Agreement.

Section 1.2 Principles of Construction.

All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation,” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

With respect to references to the Mortgage Loan Documents (including without limitation terms defined by cross-reference to the Mortgage Loan Documents), such references shall refer to the Mortgage Loan Documents as in effect on the Closing Date (and any such defined terms shall have the definitions set forth in the Mortgage Loan Documents as of the Closing Date) and no amendments, restatements, replacements, supplements, waivers or other modifications to or of the Mortgage Loan Documents shall have the effect of changing such references (including without limitation any such definitions) for the purposes of this Agreement.

Notwithstanding anything stated herein to the contrary, any provisions in this Agreement cross-referencing or incorporating by reference provisions of the Mortgage Loan Documents shall be effective notwithstanding the termination of the Mortgage Loan Documents by payment in full of the Mortgage Loan or otherwise.

To the extent that any terms, provisions or definitions of any Mortgage Loan Documents that are incorporated herein by reference are incorporated into the Mortgage Loan Documents by reference to any other document or instrument, such terms, provisions or definitions that are incorporated herein by reference shall at all times be deemed to incorporate each such term, provision and definition of the applicable other document or instrument as the same is set forth in such other document or instrument as of the Closing Date, without regard to any amendments, restatements, replacements, supplements, waivers or other modifications to or of such other document or instrument occurring after the Closing Date.

The words “Borrower shall”, “Borrower shall cause” or “Borrower shall not permit” (or words of similar meaning) shall mean “Borrower shall and shall cause Mortgage Borrower to” or “Borrower shall not permit and shall not allow Mortgage Borrower to permit”, as the case may be, to so act or not to so act, as applicable.

II. THE LOAN

Section 2.1 The Loan.

2.1.1 Agreement to Lend and Borrow . Subject to and upon the terms and conditions set forth herein, Lender shall make the Loan to Borrower and Borrower shall accept the Loan from Lender on the Closing Date. No portion of the Loan shall be funded or held with “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 as modified by Section 3(42) of ERISA.

2.1.2 Single Disbursement to Borrower . Borrower shall receive only one (1) borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Note . The Loan shall be evidenced by the Note and shall be repaid in accordance with the terms of this Agreement, the Note and the other Loan Documents.

2.1.4 Use of Proceeds . Borrower shall use the proceeds of the Loan to make an equity contribution to Mortgage Borrower and/or a distribution to Plymouth Industrial 20 Financial and Plymouth OP solely in order to (a) repay and discharge any existing loans relating to the Property, (b) deposit the initial payment of the Mortgage Loan Reserves and Substitute Reserve Funds, if any, (c) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender, and (d) fund any working capital requirements of the Property, as approved by Lender.

Section 2.2 Interest Rate.

2.2.1 Interest Rate . Subject to the further provisions of this Agreement, including, without limitation, Sections 2.2.2 and 2.2.5 hereof, interest on the Outstanding Principal Balance shall accrue and be payable from the Closing Date up to and including the Maturity Date at the Interest Rate.

2.2.2 Default Rate . In the event that, and for so long as, any Event of Default has occurred and remains outstanding, the Outstanding Principal Balance and, to the extent permitted by law, overdue interest in respect of the Loan, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.3 Interest Calculation . Interest on the Outstanding Principal Balance shall be calculated by multiplying (a) the actual number of days in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the Outstanding Principal Balance.

2.2.4 Intentionally Omitted .

2.2.5 Usury Savings . This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required or obligated to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan shall, to the extent permitted by the applicable Legal Requirements, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 2.3 Loan Payments.

2.3.1 Payment Before Maturity Date .

(a) Borrower shall make a payment to Lender of interest only on the Closing Date for the initial Interest Period. Although interest on the Outstanding Principal Balance accrues at the Interest Rate, Borrower shall make a payment to Lender equal to the Monthly Interest Payment on the Monthly Payment Date occurring in December 2016 and on each Monthly Payment Date thereafter to and including the Maturity Date. The amount equal to the difference between the Monthly Interest Payment for each Interest Period and the amount of interest due on the Outstanding Principal Balance for such Interest Period calculated using the Interest Rate shall be accrued and compounded monthly and added to the Outstanding Principal Balance (the “ Accrued Balance ”).

(b) Borrower shall make a payment to Servicer on the Monthly Payment Date occurring in December, 2016 and on each Monthly Payment Date thereafter equal to the Servicer Fees then due or otherwise payable with respect to the Interest Period in which such Monthly Payment Date occurs.

2.3.2 AHYDO Redemption . Borrower shall pay on the first Monthly Payment Date occurring after the fifth anniversary of the date of this Agreement and on each subsequent Monthly Payment Date (or, if earlier, before the close of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after five (5) years from the date of this Agreement) a portion of the accrued but unpaid interest on the Note (including any such accrued interest added to principal and any original issue discount) in an amount sufficient to ensure that the Note will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code and that the Note shall be treated as not having “significant original issue discount” within the meaning of Section 163(i)(2) of the Code. This Section 2.3.2 shall be interpreted in a manner consistent with the intent that the Note will not be an “applicable high yield discount obligation” and that the Note will be treated as not having “significant original issue discount”, as such terms are defined above.

2.3.3 Payment on Maturity Date . Borrower shall pay to Lender on the Maturity Date the Outstanding Principal Balance (including the Accrued Balance), all interest which has accrued through and including the Maturity Date, the Repayment Premium, if any, and all other amounts due hereunder and under the Note, the Pledge Agreement, the TL Participation Agreement and the other Loan Documents.

2.3.4 Late Payment Charge . If any principal, interest or any other sum due under the Loan Documents (including the Outstanding Principal Balance due and payable on the Maturity Date) or the TL Participation Agreement is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of (a) five percent (5%) of such unpaid sum or (b) the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

2.3.5 Method and Place of Payment . (a) Except as otherwise specifically provided herein, all payments and prepayments under this Agreement, the Note and the other Loan Documents shall be made to Lender not later than 1:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office or as otherwise directed by Lender, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

(b) Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be the first (1st) Business Day that is immediately preceding such due date (notwithstanding such adjustment of due dates, Borrower shall not be entitled to any deduction of interest due under this Agreement, the Note or any of the other Loan Documents).

(c) All payments required to be made by Borrower hereunder or under the Note, the other Loan Documents or the TL Participation Agreement shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.

Section 2.4 Prepayments.

2.4.1 Voluntary Prepayments . Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Subject to Section 2.4.3 and Section 11.34 hereof, Borrower may, at its option and upon thirty (30) days’ irrevocable prior written notice to Lender (which notice shall specify the proposed Prepayment Date), prepay the Debt in whole (but not in part). Any prepayment received by Lender shall be accompanied by and is subject to receipt by Lender of (a) all interest which would have accrued on the amount of the Loan to be prepaid through and including the last day of the Interest Period during which the proposed Prepayment Date occurs, (b) the Repayment Premium, if any, (c) [intentionally omitted] and (d) all other sums then due and payable under this Agreement, the Note, the TL Participation Agreement and the other Loan Documents. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1 , the amount designated for prepayment and all

other sums required under this Section 2.4 shall be due and payable on the proposed Prepayment Date. Borrower shall pay all of Lender’s fees, costs and expenses incurred by Lender in connection with such prepayment or notice of prepayment, as the case may be, all such fees, costs and expenses being payable by Borrower to Lender immediately following Lender’s demand therefor. The Repayment Premium shall be deemed earned by Lender upon the funding of the Loan, shall be required whether payment is made by Borrower or any other Person, and may be included in any bid by Lender at a foreclosure sale. Borrower acknowledges that the provisions of this Section 2.4.1 were independently bargained for and constitute a specific material part of the consideration given by Borrower to Lender for the making of the Loan.

2.4.2 Mandatory Prepayments . On each date on which Lender actually receives any Net Proceeds, and if Lender is not obligated to make such Net Proceeds available to Borrower for a Restoration or otherwise in accordance with this Agreement, Borrower shall, at Lender’s option, prepay all or a portion of the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds; provided that, if an Event of Default has occurred and remains outstanding, Lender may apply such Net Proceeds to the payment of the Debt in any order, proportion and priority as Lender may determine in its sole and absolute discretion. Any prepayment received by Lender in accordance with this Section 2.4.2 shall be (a) accompanied by (i) all interest which would have accrued on the amount of the Loan to be prepaid through and including the last day of the Interest Period during which the prepayment occurs, (ii) the Repayment Premium, if any, and (iii) all other sums then due and payable under this Agreement, the Note, and the other Loan Documents and (b) subject to Section 2.4.3 and Section 2.7.4 , hereof. Borrower shall pay all of Lender’s fees, costs and expenses incurred by Lender in connection with such prepayment, all such fees, costs and expenses being payable by Borrower to Lender immediately following Lender’s demand therefor.

2.4.3 Prepayments After Default . If, during the continuation of any Event of Default, prepayment of all or any part of the Debt is tendered by Borrower in accordance with the terms hereof (which tender Lender may reject to the extent permitted by the applicable Legal Requirements), a purchaser at foreclosure or any other Person, such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth in Section 2.4.1 and Borrower, such purchaser at foreclosure or other Person shall pay as additional interest an amount equal to three percent (3%) of the principal amount being prepaid, in addition to (a) the amount of the Loan to be prepaid, (b) all interest which would have accrued on the amount of the Loan to be prepaid through and including the last day of the Interest Period during which the date of such prepayment occurs, (c) the Repayment Premium, if any, and (d) all other sums due and payable under the Loan Documents. Borrower shall pay all of Lender’s fees, costs and expenses incurred by Lender in connection with such prepayment, all such fees, costs and expenses being payable by Borrower to Lender immediately following Lender’s demand therefor.

Section 2.5 [Intentionally Omitted].

Section 2.6 Release of Collateral.

2.6.1 Release of Collateral . Except as set forth in this Section 2.6 , no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Pledge Agreement on the Collateral.

2.6.2 Release on Payment in Full .

(a) Upon payment in full of the Debt, including all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents (including, without limitation, the Repayment Premium, if any) and the TL Participation Agreement in accordance with the terms and provisions contained therein, upon the written request and at the sole cost and expense of Borrower, and without warranty or representation, Lender shall release the Lien of the Pledge Agreement.

(b) In connection with the release of the Pledge Agreement, Borrower shall submit to Lender, concurrently with the request under Section 2.6.2(a) , a release of Lien (and the related Loan Documents) for the Collateral for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Collateral is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other certificates, documents and instruments Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement.

2.6.3 Partial Release . Upon satisfaction of each of the following terms and conditions Lender shall (i) permit the sale of an individual Property (such Property being sold is referred to herein as the “ Subject Parcel ”) and (ii) release the Collateral with respect to the Subject Parcel and the Mortgage Borrower that owns said Subject Parcel:

(a) No Event of Default shall have occurred and be continuing;

(b) Borrower shall pay (i) the Release Price and (ii) the Repayment Premium, if any, which for purposes of this Section shall be calculated based on the portion of the Release Price paid to Lender.

(d) Borrower shall have delivered to Lender a written request for Lender’s approval of the sale of the Subject Parcel and the release of the applicable Collateral not less than sixty (60) days prior to the desired sale date;

(e) Simultaneously with Borrower’s delivery of a written request pursuant to Section 2.6.3(d) hereof, Borrower shall have delivered to Lender for Lender’s review and approval, an Officer’s Certificate from Borrower certifying that (1) the sale of the Subject Parcel is pursuant to an arm’s-length transaction with a bona fide third party purchaser (the “ Parcel Transferee ”) that is not an Affiliate of Borrower, Guarantor, Plymouth Industrial 20 Financial or any Mortgage Borrower, the identity of which Parcel Transferee shall be specified in such Officer’s Certificate; (2) a true and correct copy of the proposed purchase and sale contract for the applicable Subject Parcel is attached to said Officer’s Certificate (once approved by Lender, Borrower shall deliver a true and correct copy of the executed contract to Lender within five (5) days of execution); (3) Mortgage Borrower has complied or will comply with all requirements of and obtained or will obtain all approvals required under the Mortgage Loan Documents applicable to the release of the Subject Parcel, provided that at the closing of the sale of the Subject Parcel, Borrower shall deliver to Lender an updated Officer’s Certificate confirming that Mortgage Borrower has complied with all such requirements and obtained all such approvals.

(f) Borrower shall submit to Lender such documents or instruments as are necessary or desirable to effectuate the release of the Collateral pertaining to the Subject Parcel and all other documentation that Lender reasonably requires to be delivered by Borrower in connection with such sale and release of the Subject Parcel;

(g) Lender shall receive evidence that would be acceptable to a prudent lender acting reasonably to confirm that the single purpose nature and bankruptcy remoteness of Borrower following such release have not been adversely affected and are in accordance with the terms and provisions of the Loan Documents;

(h) Borrower shall deliver to Lender such endorsements to the Title Insurance Policy as Lender shall reasonably request, which shall be paid for at the closing of the sale of the Subject Parcel;

(i) Lender shall have determined, in its sole and absolute discretion (which determination shall be conclusive and binding upon Borrower absent manifest error), prior to its approval of the purchase and sale agreement with respect to the Subject Parcel, that after giving effect to the sale of the Subject Parcel and the release of the Collateral related thereto the Debt Yield, Debt Service Coverage Ratio and the Loan-to-Value Ratio for the remaining Properties (excluding the Subject Parcel) are projected to be equal to or greater than the respective Debt Yield, Debt Service Coverage Ratio and the Loan-to-Value Ratio for all of the Properties (including the Subject Parcel) calculated immediately prior to the sale of the Subject Parcel (the “ Financial Release Conditions ”);

(j) Lender shall be satisfied that the sale of the Subject Parcel will not (1) impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents and (2) reasonably be expected to have and does not result in a Material Adverse Effect;

(k) Borrower shall have delivered to Lender a copy of the closing statement for the sale of the Subject Parcel for Lender’s review and approval, certified by Borrower as true and correct, not less than five (5) Business Days prior to the desired date of the Parcel Sale and shall have delivered to the title company responsible for the closing of title to the Subject Parcel a copy of a notice in form and substance satisfactory to Lender providing that such title company is authorized to close on the sale of the Subject Parcel only in accordance with a closing statement approved in writing by Lender and provide Lender with evidence that substantiates delivery of such notice to the title company to the reasonable satisfaction of Lender;

(l) If a Securitization shall have occurred, at Lender’s request, Borrower shall deliver to Lender a Rating Agency Confirmation as to the release of the Collateral related to the Subject Parcel and such other documents as the Rating Agencies may require.

(m) Borrower shall submit to Lender a release of Lien (and the related Loan Documents) for the Collateral applicable to the Mortgage Borrower that owns the Subject Parcel, for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Collateral is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other certificates, documents and instruments Lender reasonably requires to be delivered by Borrower in connection with such sale of the Subject Parcel and release of the Collateral related thereto, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement;

(n) Borrower shall pay all actual out of pocket fees, costs and expenses incurred by Lender in connection with the sale of a Subject Parcel and the release of the Collateral related thereto or otherwise required to accomplish the agreements set forth in this Section 2.6.3 , including, without limitation (i) reasonable attorneys’ fees and expenses, (ii) if a Securitization shall have occurred, the fees, costs and expenses of the Rating Agencies, and (iii) the fees, costs and expenses of Servicer and any Trustee. Following delivery of the notice described in Section 2.6.3(d) , above, Borrower shall pay all such out of pocket fees and expenses of Lender whether or not the Subject Parcel is ultimately sold and the Collateral related thereto is released;

(o) (i) Borrower and Mortgage Borrower, as applicable, shall have complied with and satisfied all of the terms and conditions set forth in the Mortgage Loan Partial Release Agreement, (ii) Mortgage Lender shall have received the Release Amount (as defined in the Mortgage Loan Partial Release Agreement) and any other amounts due under the Mortgage Loan Partial Release Agreement and (iii) Mortgage Lender shall have released the Subject Parcel from the lien of the Security Instrument pursuant to the terms of the Mortgage Loan Documents; and

(p) The TL Participation Agreement shall continue in full force and effect.

2.6.4 Amtec Purchase Option. Borrowers have informed Lender that North American Acquisition Corporation d/b/a Amtec Precision Products, Inc. (“ Amtec ”), the current tenant of the 1875 Holmes Property, has an option to purchase the 1875 Holmes Property at the expiration of Amtec’s Lease for the 1875 Holmes Property (the “ Amtec Purchase Option ”), such Lease having a stated expiration date of October 31, 2019 (the “ Amtec Expiration Date ”). If Amtec exercises the Amtec Purchase Option, Borrower shall promptly notify Lender of same and keep Lender informed as to discussions with Amtec concerning the purchase price for the 1875 Holmes Property. In the event that Amtec exercises the Amtec Purchase Option in accordance with the terms of the Amtec Lease, the purchase of the 1875 Holmes Property pursuant to the Amtec Purchase Option shall be deemed to constitute a partial release under Section 2.6.3 hereunder, and such purchase shall be required to comply with the conditions set forth in Section 2.6.3 (other than 2.6.3(a)) and the following shall be added as a partial release solely in connection with the Amtec Purchase Option:

(a) In the event that, after the release of the Collateral relating to the 1875 Holmes Property pursuant to the exercise by Amtec of the Amtec Purchase Option, the remaining Properties (excluding the 1875 Holmes Property) do not satisfy the Financial Release Conditions set forth in Section 2.6.3(i) , Borrower shall pay to Lender on the date of the partial release an additional amount (any such additional amount, an “ Additional Release Amount ”) that shall be added to and be deemed to be a part of the Release Price for the 1875 Holmes Property such that the remaining Properties (excluding the 1875 Holmes Property) shall satisfy all of the Financial Release Conditions.

Section 2.7 Substitute Cash Management.

2.7.1 Cash Management .

(a) Borrower shall cause each Mortgage Borrower and Manager to comply with the Mortgage Loan Cash Management Provisions and shall not, without Lender's prior consent, cause or permit Mortgage Borrower to amend, restate, replace and/or otherwise modify the Mortgage Loan Cash Management Provisions. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of its compliance with the foregoing.

(b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason, without the consent of Lender, the Deposit Accounts are no longer being maintained and/or the Mortgage Loan Cash Management Provisions cease to exist or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such accounts, the “ Waived Cash Management Accounts ” and such provisions, the “ Waived Cash Management Provisions ”), Borrower shall promptly notify Lender of the same, and to the extent permitted to do so pursuant to the Mortgage Loan Documents (if applicable), Borrower shall promptly (i) establish and maintain with Lender and for the benefit of Lender in replacement and substitution thereof, substitute accounts (the “ Substitute Cash Management Accounts ”), which Substitute Cash Management Accounts shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents in effect immediately prior to the waiver or modification of the Waived Cash Management Provisions, (ii) execute any new documents and/or amendments to this Agreement and/or the Loan Documents as may be reasonably required by Lender to implement the Waived Cash Management Provisions (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause each Mortgage Borrower to acknowledge and agree to the same and (iii) remit to Lender (and shall cause each Mortgage Borrower to remit to Lender), for deposit into the Substitute Cash Management Accounts, any funds remaining in the Waived Cash Management Accounts. In the event that the Mortgage Lender subsequently reinstates all or any Waived Cash Management Accounts, then the Lender shall cooperate to transfer such Substitute Cash Management Accounts to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into such Substitute Cash Management Accounts until such time as any such Waived Cash Management Accounts subsequently exist.

2.7.2 Cash Flow Waterfall .

(a) Provided that no Event of Default or Triggering Event shall have occurred and remain outstanding, on each Business Day, Borrower shall cause each Mortgage Borrower to cause all Gross Revenue funds on deposit in each Deposit Account to be applied in the following amounts and order of priority:

(i) First, to Mortgage Lender, funds sufficient to pay all amounts due to Mortgage Lender pursuant to Section 4(a)(i)(A) through 4(a)(i)(D) of the Mortgage Loan Cash Collateral Agreement.

(ii) Second, to Servicer, funds sufficient to pay all fees pursuant to Section 11.24 hereof, including without limitation, the Servicer Fee;

(iii) Third, to Lender, funds sufficient to pay the next monthly deposit to the Substitute Reserves, if any, in accordance with the terms and conditions of Section 6.1 hereof;

(iv) Fourth, to Lender, funds sufficient to pay the next Monthly Interest Payment;

(v) Fifth, to the Working Capital Account, all remaining funds; provided that, as soon as possible, but in no event later than three (3) Business Days after said fund were deposited in the Working Capital Account or otherwise made available by Mortgage Lender to Borrower and/or Mortgage Borrower, Borrower shall cause all such funds to be disbursed in the following amounts and order of priority and shall deliver to Lender an Officer’s Certificate containing a detailed reconciliation (in a form substantially similar to the form annexed hereto as Schedule VII ) of all amounts deposited to the Working Capital Account and disbursed from the Working Capital Account pursuant to this Section 2.7.2(a)(v) :

(1)

First, funds sufficient to pay for Operating Expenses (as defined in the Mortgage Loan Cash Collateral Agreement) for the applicable period incurred in accordance with the applicable Approved Annual Budget and Capital Improvement Costs (as defined in the Mortgage Loan Cash Collateral Agreement) in excess of the Funds (as defined in the Mortgage Loan Reserve Agreement) available under the Mortgage Loan Reserve Agreement to the extent such Capital Improvement Costs were incurred in accordance with the applicable Approved Annual Budget;

(2)

Second, to Borrower, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any;

(3)

Third, to Borrower, funds sufficient to pay the asset management fees due to Asset Manager (not to exceed 4.0% of Gross Revenue) pursuant to the Asset Management Agreement approved by Lender, if any;

(4)

Fourth, to Borrower, funds sufficient to pay Borrower a seven percent (7.00%) return on Qualified Capital Contributions, if any;

(5)

Fifth, on a pari passu basis, until Borrower has received an aggregate fifteen percent (15.00%) return on Qualified Capital Contributions, if any, (A) to Lender, twenty-five percent (25.00%) of all remaining funds, to be applied against any outstanding Accrued Balance and (B) to Borrower, seventy-five percent (75.00%) of all remaining funds;

(6)

Sixth, to Lender, funds sufficient to pay (A) any outstanding Accrued Balance, and (B) any other amounts then due and payable on the Note under the Loan Documents, including, without limitation, the Repayment Premium; and

(7)

Lastly, all remaining funds (the “ Remaining Cash Flow Funds ”), on a pari passu basis, to Borrower, seventy-five percent (75.00%) of the Remaining Cash Flow Funds, (the “ Borrower Distributive Share ”), and to Lender, twenty-five percent (25.00%) of the Remaining Cash Flow Funds in accordance with the TL Participation Agreement (the “ TL Participation Interest ”).

(b) Provided that no Event of Default shall have occurred and remain outstanding, on each Business Day during a Triggering Event Condition, all funds on deposit in each Deposit Account and each Working Capital Account, as applicable, shall be applied in accordance with Section 4(a)(ii) of the Mortgage Loan Cash Collateral Agreement.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Note or the other Loan Documents, upon the occurrence and during the continuation of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any amounts it receives to the payment of the Debt in any order, proportion and priority as Lender may determine in its sole and absolute discretion.

2.7.3 [Intentionally Omitted ].

2.7.4 Capital Event Waterfall . Provided that no Event of Default shall have occurred and remain outstanding, on each Business Day all Capital Event Proceeds shall be immediately applied in the following amounts and order of priority:

(i) First, to Mortgage Lender, funds sufficient to pay all amounts due to Mortgage Lender pursuant to the Mortgage Loan Documents to satisfy all Secured Obligations (as defined in the Mortgage Loan Agreement);

(ii) Second, to Servicer, funds sufficient to pay all fees pursuant to Section 11.24 hereof, including without limitation, the Servicer Fee;

(iii) Third, to Lender, funds sufficient to pay the aggregate amount of all principal and interest and any other amounts due and payable under the Loan Documents (other than all amounts due under the TL Participation Agreement), including, without limitation, the Repayment Premium and the Accrued Balance, if any;

(iv) Fourth, to Borrower, funds sufficient to pay to Borrower a return of all of its Qualified Capital Contributions, if any;

(v) Fifth, to Borrower, funds sufficient to pay Borrower an aggregate fifteen percent (15.00%) return on its Qualified Capital Contributions, if any; and

(vi) Lastly, all remaining Capital Event Proceeds (the “ Remaining Capital Event Proceeds Funds ”), on a pari passu basis, to Borrower, the Borrower Distributive Share and to Lender, the TL Participation Interest.

Section 2.8 Taxes.

2.8.1 Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Loan Party) requires the deduction or withholding of any Tax from any such payment by a Loan Party, then the applicable Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

2.8.2 Payment of Other Taxes by Borrower . The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Lender timely reimburse it for the payment of, any Other Taxes.

2.8.3 Indemnification by Borrower . The Loan Parties shall jointly and severally indemnify Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by Lender or required to be withheld or deducted from a payment to Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by Lender shall be conclusive absent manifest error.

2.8.4 Evidence of Payments . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.8 , such Loan Party shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

2.8.5 Survival . Each party’s obligations under this Section 2.8 shall survive any assignment of rights by, or the replacement of, Lender, the termination of the commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

III. REPRESENTATIONS AND WARRANTIES

Section 3.1 Borrower Representations.

Borrower represents and warrants to Lender that:

3.1.1 Organization .

(a) Each of Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial and each entity Guarantor is, and since the date of its respective formation has been, duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is, and since the date of its respective formation has been, duly qualified and in good standing in all jurisdictions in which the ownership or leasing of its property or the conduct of its business requires such qualification (except where the failure to be so qualified would not have a Material Adverse Effect) and each of Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial and each entity Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby and thereby.

(b) Borrower’s exact legal name is correctly set forth in the first paragraph of this Agreement. Borrower is an organization of the type specified in the first paragraph of this Agreement. Borrower is organized under the laws of the state specified in the first paragraph of this Agreement. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording, including software, writings, plans, specifications and schematics, has been for the entire period of the existence of Borrower and will continue to be the address of Borrower set forth in the first paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower’s organizational identification number, if any, assigned by the state of its organization is 6120865. Borrower’s federal tax identification number is 81-3388473.

(c) Plymouth Industrial 20 Financial’s exact legal name is correctly set forth Section 1.1 of this Agreement. Plymouth Industrial 20 Financial is an organization of the type specified in Section 1.1 of this Agreement. Plymouth Industrial 20 Financial is incorporated or organized under the laws of the state specified in Section 1.1 of this Agreement. Plymouth Industrial 20 Financial’s principal place of business and chief executive office, and the place where Plymouth Industrial 20 Financial keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording, including software, writings, plans, specifications and schematics, has been for the preceding four (4) months (or, if less than four (4) months, the entire period of the existence of Plymouth Industrial 20 Financial) and will continue to be 260 Franklin Street, 19 ^th Floor, Boston, Massachusetts 02110 (unless Plymouth Industrial 20 Financial notifies Lender in writing at least thirty (30) days prior to the date of such change). Plymouth Industrial 20 Financial’s organizational identification number, if any, assigned by the state of its organization is 6146353. Plymouth Industrial 20 Financial’s federal tax identification number is 81-3789573.

(d) For U.S. federal income tax purposes, each Mortgage Borrower is treated as a disregarded entity within the meaning of Treasury Regulation Section 301.7701-2(c) for which Borrower is treated as the sole member.

3.1.2 Proceedings . This Agreement and the other Loan Documents have been duly authorized, executed and delivered by or on behalf of Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial and Guarantor and constitute legal, valid and binding obligations of Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial and Guarantor, enforceable against Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial and Guarantor in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

3.1.3 No Conflicts . The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial and Guarantor will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents and Permitted Encumbrances) upon any asset or property of Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other agreement or instrument to which Borrower is a party or by which any of Borrower’s, Mortgage Borrower’s, Plymouth Industrial 20 Financial’s or Guarantor’s assets or properties is subject, nor will such action result in any violation of the provisions of any Legal Requirements of any Governmental Authority having jurisdiction over Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor or any of Borrower’s, Mortgage Borrower’s, Plymouth Industrial 20 Financial or Guarantor’s assets or properties.

3.1.4 Litigation . There is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened against Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial, Guarantor, Manager or the Collateral or the Property in any court or by or before any other Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

3.1.5 Agreements . None of Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial or Guarantor is a party to any agreement or instrument or subject to any restriction that could reasonably be expected to have a Material Adverse Effect. None of Borrower, Plymouth Industrial 20 Financial, Guarantor or Mortgage Borrower, is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Guarantor, the Collateral or the Property is bound. None of Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial or Guarantor has any material financial obligation (contingent or otherwise) under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial or Guarantor is a party or by which Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Guarantor the Collateral or the Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the ownership of the Collateral and operation of the Property as permitted under Section 3.1.24(d) hereof and (b) obligations under the Loan Documents and the Mortgage Loan Documents.

3.1.6 Consents . Each consent, approval, authorization, order, registration or qualification of or with any court or any other Governmental Authority required for the execution, delivery and performance by Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial and Guarantor of this Agreement and the other Loan Documents has been obtained and is in full force and effect

3.1.7 Title .

(a) Each Mortgage Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property which it owns and good title to the balance of the Property which it owns, free and clear of all Liens whatsoever except the Permitted Encumbrances. There are no claims for payment or mechanic’s, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting the Property which are or may become Liens prior to, or of equal priority with, the Lien of the Security Instrument and the other Mortgage Loan Documents. None of the Permitted Encumbrances, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Security Instrument and the other Mortgage Loan Documents, materially and adversely affect the value of the Property, impair the use or operation of the Property or impair Mortgage Borrower’s ability to perform its obligations under the Mortgage Loan Documents in a timely manner.

(b) Each of Borrower, Plymouth Industrial 20 Financial and Plymouth OP has good title to the Collateral described in the Pledge Agreement to which it is a party, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Pledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly recorded in the appropriate records, will create (a) a valid, perfected first priority lien on the Collateral, subject only to Permitted Encumbrances, and (b) perfected security interests in and to, and perfected collateral assignments of, all Collateral, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no claims for payment or other similar liens or claims which have been filed which are or may become Liens prior to, or of equal priority with, the Lien of the Pledge Agreement and the other Loan Documents. None of the Permitted Encumbrances, individually or in the aggregate, materially interferes with the benefits of the security intended to be provided by the Pledge Agreement and the other Loan Documents, materially and adversely affect the value of the Collateral, impair Lender’s ability to realize on the Collateral or impair Borrower, Plymouth Industrial 20 Financial or Plymouth OP’s ability to perform its Obligations in a timely manner.

3.1.8 No Plan Assets . As of the date hereof and throughout the Term, (a) none of Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial sponsors, is obligated to contribute to, or is itself, or will be an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA or Section 4975 of the Code, (b) none of the assets of Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, (c) none of Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial is or will be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (d) transactions by or with Mortgage Borrower, Borrower and Plymouth Industrial 20 Financial are not and will not be subject to any statute, rule or regulation regulating investments of, or fiduciary obligations with respect to, “governmental plans” within the meaning of Section 3(32) of ERISA which is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code and which prohibit or otherwise restrict the transactions contemplated by this Agreement (including, but not limited to, the exercise by Lender of any of its rights under the Loan Documents).

3.1.9 Compliance . Each of Borrower, Mortgage Borrower, the Collateral and the Property and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, parking, building and zoning and land use laws, ordinances, regulations and codes. To Borrower’s knowledge, in the event that all or any part of the Improvements are destroyed or damaged, said Improvements can be legally reconstructed to their condition prior to such damage or destruction, and thereafter exist for the same use without violating any zoning or other ordinances applicable thereto and without the necessity of obtaining any variances or special permits. No legal proceedings are pending or, to the knowledge of Borrower, threatened with respect to the zoning of any Property. Neither the zoning nor any other right to construct, use or operate any Property is in any way dependent upon or related to any property other than the Property. None of Borrower, Mortgage Borrower or Plymouth Industrial 20 Financial is in default or violation of any order, regulation, writ, injunction, decree or demand of any Governmental Authority, the violation of which could reasonably be expected to have a Material Adverse Effect. There has not been committed by Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or, to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of the Property any act or omission affording the federal government, any state or local government or any other Governmental Authority the right of forfeiture as against the Property, the Collateral or any part thereof or any monies paid in performance of Borrower’s Obligations under any of the Loan Documents.

3.1.10 Financial Information . All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in respect of the Property, the Collateral or otherwise in connection with the Loan (i) are true, correct and complete in all material respects, (ii) accurately represent the financial condition of Mortgage Borrower, Borrower, the Collateral and the Property, as applicable, as of the date of such reports, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. None of Plymouth Industrial 20 Financial, Mortgage Borrower or Borrower has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Plymouth Industrial 20 Financial, Mortgage Borrower or Borrower and that could reasonably be expected to have a Material Adverse Effect. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Mortgage Borrower, Borrower, the Collateral or the Property from that set forth in said financial statements.

3.1.11 Condemnation . None of Borrower, Mortgage Borrower or Plymouth Industrial 20 Financial has received written notice that a Condemnation or other similar proceeding has been commenced or has been threatened or is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to any Property.

3.1.12 Easements; Utilities and Public Access . Each Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Property for its intended uses. All public utilities necessary or convenient to the continued use and enjoyment of each Property are located either in the public right of way abutting such Property (which are connected so as to serve such Property without passing over any other property) or in recorded easements serving such Property and such easements are set forth in and insured by the Title Insurance Policy. All roads necessary for the use of each Property for its current purposes have been completed and dedicated to public use and accepted by all applicable Governmental Authorities. The Property Record Agreements, if any, are in full force and effect, and there are no defaults thereunder by Borrower, any Mortgage Borrower or any other party, and no conditions exist which with the passage of time and/or notice would constitute defaults thereunder. All amounts due and payable by Borrower and/or any Mortgage Borrower under any Property Record Agreement have been paid.

3.1.13 Separate Lots . Each Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of the applicable Property.

3.1.14 Assessments . There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Property, nor are there any contemplated improvements to any Property that may result in such special or other assessments.

3.1.15 Enforceability . The Loan Documents and the TL Participation Agreement are not subject to any right of rescission, set off, counterclaim or defense by Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject only to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and, as to enforceability, to principles of equity), and none of Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial, or Guarantor has asserted any right of rescission, set off, counterclaim or defense with respect thereto.

3.1.16 No Prior Assignments . Except pursuant to the Mortgage Loan Documents, there are no prior assignments of the Leases or any portion of the Gross Revenue due and payable or to become due and payable thereunder. There are no assignments, hypothecations or pledges of the Collateral except as created by the Pledge Agreement.

3.1.17 Insurance . Each Mortgage Borrower has obtained and has delivered to Lender original or certified copies of the Policies, with all premiums prepaid thereunder for the current term of said Policies, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No claims have been made by Borrower or Mortgage Borrower under any of the Policies, and, to the best of Borrower’s knowledge, no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

3.1.18 Licenses . All approvals, authorizations, certifications, licenses and permits, including, without limitation, certificates of completion and occupancy, required by any Governmental Authority or otherwise necessary for the legal ownership, use, occupancy and operation of the Property in the manner in which the Property is currently being owned, used, occupied and operated have been obtained by or on behalf of Mortgage Borrower and are in full force and effect.

3.1.19 Flood Zone . None of the Improvements on any Property is located in an area identified by the Federal Emergency Management Agency as a special flood hazard area (or, if so located, the flood insurance required pursuant to Section 5.1.1(a)(i) is in full force and effect with respect to the Property).

3.1.20 Physical Condition . Each Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects. There exists no structural or other material defects or damages in any Property, whether latent or otherwise, and neither Borrower nor Mortgage Borrower has received written notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would materially and adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or any termination or threatened termination of any policy of insurance or bond.

3.1.21 Boundaries . Except as shown on the Surveys, all of the improvements which were included in determining the appraised value of each Property lie wholly within the boundaries and building restriction lines of such Property, and, no improvements on adjoining properties encroach upon such Property. No easements or other encumbrances affecting any Property encroach upon any of the Improvements so as to affect the value, marketability, use or operation of such Property except those which are insured against by the Title Insurance Policy, each of which, whether or not insured against by the Title Insurance Policy, is shown on the Survey.

3.1.22 Leases . With respect to the Leases that: (a) the rent roll for each Property attached hereto as Schedule I is true, correct and complete and no Property is subject to any Leases other than the Leases described in Schedule I ; (b) the Leases identified on Schedule I are in full force and effect and there are no defaults thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder; (c) the copies of the Leases delivered to Lender are true, correct and complete, and there are no oral agreements with respect thereto; (d) no rent under any Lease (including security or other deposits) has been paid more than one (1) month in advance of its due date; (e) all work to be performed by the landlord under each Lease has been performed as required and has been accepted by the applicable Tenant; (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant has already been received by such Tenant; (g) all security or other deposits are being held in accordance with the applicable Leases and all applicable Legal Requirements; (h) neither Borrower nor Mortgage Borrower has knowledge of any notice of termination or default with respect to any Lease; (i) neither Borrower nor Mortgage Borrower has assigned or pledged any of the Leases, the rents or any interest therein except to Mortgage Lender; (j) no Tenant or other Person has an option, right of first refusal or offer or any other preferential right to purchase all or any portion of, or interest in, any Property; (k) no Tenant has any right or option for additional space in the Improvements; (l) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby; (m) no Tenant has the right to terminate its Lease prior to the expiration of the stated term of such Lease; (n) no Hazardous Substances have been disposed, stored or treated by any Tenant on, under or about the Property; (o) neither Borrower nor Mortgage Borrower has any knowledge of any Tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any other Hazardous Substances; and (p) all existing Leases are subordinate to the Security Instrument either pursuant to their terms or a recorded subordination agreement.

3.1.23 Filing, Recording and Other Taxes . All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under the applicable Legal Requirements in connection with the transfer of the Property to Mortgage Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar taxes required to be paid under the applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established under the Loan Documents or the Mortgage Loan Documents.

3.1.24 Single Purpose .

Borrower hereby represents and warrants to, and covenants with, Lender that (i) since the date of each Mortgage Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, each Mortgage Borrower has been, and Borrower will cause each Mortgage Borrower to be, in compliance with the single purpose entity requirements set forth in Section 5.1.14 of the Mortgage Loan Agreement and (ii) since the date of Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, Borrower shall be a Person, other than an individual, that:

(a) is formed or organized solely for the purpose of holding, directly or indirectly, an ownership interest in the Mortgage Borrowers;

(b) does not engage in any business other than the ownership and management of the Mortgage Borrowers;

(c) does not have any (i) assets other than those related to its interest in the Mortgage Borrower(s) or (ii) Indebtedness (except for the Debt and any Permitted Indebtedness);

(d) does not guarantee or otherwise become liable on or in connection with any obligation of any other Person;

(e) does not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person or any Affiliate of any such stockholder, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than an Affiliate;

(f) does not incur, create or assume any Indebtedness (except for the Debt and any Permitted Indebtedness;

(g) does not make any loans or advances to any other Person (including, without limitation, any Affiliate);

(h) does not become insolvent or fail to pay its debts from its assets as the same shall become due;

(i) does not fail to conduct and operate its business in all material respects as previously conducted and operated;

(j) does not fail to pay its debts from its assets as the same shall become due;

(k) does not fail to maintain its books and records and bank accounts separately from those of its Affiliates, including, without limitation, its general partners or members, as may be applicable;

(l) does not fail at all times to hold itself out to the public as a legal entity separate and apart from any other Person (including, without limitation, any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such Borrower or any Affiliate of any such stockholder, partner, member, trustee, beneficiary, or other owner);

(m) does not fail to file its own tax returns to the extent that it is legally required to do so (Borrower shall file its own tax returns and shall not file a consolidated federal income tax return with any other Person, except that Borrower’s tax returns may include the Mortgage Borrowers, if applicable);

(n) does not fail to maintain adequate capital for its normal obligations, reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(o) does not fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person

(p) does not hold itself out to be responsible for the Indebtedness of any other Person;

(q) is subject to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof;

(r) holds all of its assets in its own name and does not commingle its assets with the assets of any other Person;

(s) utilizes such Borrower’s own letterhead, invoices and checks, provided however that Borrowers utilizes a central account containing revenue of each of the Properties which account is used only to pay expenses related solely to the Properties;

(t) holds title to its interest in the Mortgage Borrowers in its own name;

(u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate;

(v) does not pledge its assets for the benefit of any other Person, other than pursuant to the Loan Documents as security for the Loan;

(w) corrects any known misunderstandings regarding its separate identity;

(x) has Organizational Documents that shall provide that the business and affairs of Borrower shall be managed by Plymouth Industrial 20 Financial , subject to the rights of TL Member set forth in Borrower’s Organizational Documents, or under the direction of a board of one or more directors or managers designated by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, and at all times there shall be at least two (2) duly appointed individuals on the board of directors or managers (each, an “ Independent Manager ”) of Borrower, each of whom (i) has at least three (3) years prior employment experience and continues to be employed as an independent director, independent manager or independent member by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, independent managers

and independent members, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) is not on the board of directors or managers of more than two (2) Affiliates of Borrower; and (iii) is not, and has never been, and will not, while serving as an Independent Manager be, any of the following: (A) a stockholder, director, manager, officer, employee, partner, member, attorney or counsel of Borrower, any Affiliate of Borrower or any direct or indirect equity holder of any of them, (B) a creditor, customer, supplier, service provider (including provider of professional services) or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower (other than a nationally-recognized company that routinely provides professional independent directors, independent managers or independent members and other corporate services to Borrower or any Affiliate of Borrower in the ordinary course of its business), (C) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider or other Person, or (D) a Person controlling or under common control with any of (A), (B) or (C) above. A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) by reason of (I) being, having been or becoming an Independent Manager of an Affiliate of Borrower that is not in the direct chain of ownership of Borrower or Plymouth Industrial 20 Financial and that is required by a creditor to be a “single purpose entity”; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional independent directors, independent managers or independent members, or (II) being, having been or becoming a member of Borrower pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Manager as a member of Borrower upon the occurrence of any event pursuant to which Plymouth Industrial 20 Financial ceases to be a member of Borrower (including the withdrawal or dissolution of Plymouth Industrial 20 Financial). A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) or (iii)(B) by reason of being, having been or becoming an Independent Manager of a “single purpose entity” affiliated with Borrower; provided that the fees or other compensation that such individual earns by serving as an Independent Manager of one or more Affiliates of Borrower in any given year constitute, in the aggregate, less than five percent (5%) of such individual’s income for such year. The Organizational Documents of Borrower shall provide that no Independent Manager of Borrower may be removed or replaced without Cause, and unless Borrower provides Lender with not less than three (3) Business Days’ prior notice of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the Organizational Documents of Borrower relating to an Independent Manager. In addition, the Organizational Documents of Borrower shall provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” and “separateness” provisions of such Organizational Documents. As used in this paragraph, the term “single purpose entity” shall mean a Person whose Organizational Documents contain, and who covenants that such Person shall comply or cause compliance with, provisions substantially similar to those set forth in this Section 3.1.24 ;

(y) has Organizational Documents that shall provide that Plymouth Industrial 20 Financial or the board of directors or managers of Borrower shall not take any action which, under the terms of any Organizational Documents (including, if applicable, any voting trust agreement with respect to any common stock), requires a unanimous vote of the board of directors or managers or the unanimous vote of the Plymouth Industrial 20 Financial and the Independent Managers of Borrower unless, at the time of such action, there shall be at least two (2) Independent Managers serving in such capacity (and such Independent Managers have participated in such vote). The Organizational Documents of Borrower shall provide that Borrower will not (and Borrower agrees that it will not), without the consent of each Independent Manager, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, (ii) seek or consent to the appointment of a receiver, liquidator or any similar official for Borrower or a substantial portion of its assets or properties, (iii) make a general assignment for the benefit of creditors, (iv) admit publicly or in writing to any creditor Borrower’s inability to pay its debts generally as they become due, (v) declare or effectuate a moratorium on the payment of any obligations, or (vi) take any action in furtherance of any of the foregoing. In addition, the Organizational Documents of Borrower shall provide that, when voting with respect to any of the matters set forth in the immediately preceding sentence of this Section 3.1.24(p) , the Independent Managers shall consider only the interests of Borrower, including its creditors to the fullest extent permitted by law;

(z) if Borrower is a single member limited liability company, has Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, upon the occurrence of any event that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (i) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (ii) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents), each of the persons acting as an Independent Manager of Borrower shall, without any action of any Person and simultaneously with Plymouth Industrial 20 Financial ceasing to be a member of Borrower, automatically be admitted as a member of Borrower (a “ Special Member ”) and shall preserve and continue the existence of Borrower without dissolution. The Organizational Documents of Borrower shall further provide that for so long as any portion of the Debt is outstanding, no Special Member may resign or transfer its rights as a Special Member unless (A) a successor Special Member has been admitted to Borrower as a Special Member, and (B) such successor Special Member has also accepted its appointment as an Independent Manager of Borrower;

(aa) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, except as expressly permitted pursuant to the terms of the Loan Documents, (i) Plymouth Industrial 20 Financial may not resign (unless it conveys its entire ownership interest in Borrower to TL Member (as hereinafter defined), and (ii) no additional member shall be admitted to Borrower;

(bb) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding: (i) Borrower shall be dissolved, and its affairs shall be wound up, only upon the first to occur of the following: (A) the termination of the legal existence of the last remaining member of Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower is continued in a manner permitted by its operating agreement or the Delaware Limited Liability Company Act (the “ Act ”), or (B) the entry of a decree of judicial dissolution under Section 18-802 of the Act; (ii) upon the occurrence of any event that causes the last remaining member of Borrower to cease to be a member of Borrower or that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (A) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (B) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents), to the fullest extent permitted by law, the personal representative of such last remaining member shall be authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member in Borrower, agree in writing (1) to continue the existence of Borrower, and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (iii) the bankruptcy of Plymouth Industrial 20 Financial or a Special Member shall not cause such Plymouth Industrial 20 Financial or Special Member to cease to be a member of Borrower and upon the occurrence of such event, the business of Borrower shall continue without dissolution; (iv) in the event of the dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets and properties in an orderly manner), and its assets and properties shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by applicable law, each of Plymouth Industrial 20 Financial and Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets or properties to be partitioned, to cause the appointment of a receiver for all or any portion of the assets or properties of Borrower, to compel any sale of all or any portion of the assets or properties of Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of Borrower;

(cc) Borrower shall conduct its business and shall cause Plymouth Industrial 20 Financial and Mortgage Borrower to conduct their respective business so that the assumptions made with respect to Borrower, Mortgage Borrower and Plymouth Industrial 20 Financial in the Insolvency Opinion (if any) shall be true and correct in all respects. In connection with the foregoing, Borrower hereby covenants and agrees that it will comply with or cause the compliance with, (i) all of the facts and assumptions (whether regarding Borrower or any other Person) set forth in the Insolvency Opinion (if any), (ii) all of the representations, warranties and covenants in this Section 3.1.24 , and (iii) all of the Organizational Documents of Borrower, Mortgage Borrower and Plymouth Industrial 20 Financial;

(dd) Borrower has not (i) filed a bankruptcy, insolvency or reorganization petition or otherwise instituted insolvency proceedings or otherwise sought any relief under any laws relating to the relief from debts or the protection of debtors generally, (ii) sought or consented to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower or for all or any portion of Borrower’s assets or properties, (iii) made any assignment for the benefit of Borrower’s creditors, or (iv) taken any action that might have caused Borrower to become insolvent. Without the unanimous consent of all of its Independent Managers, Borrower will not (A) file a bankruptcy, insolvency or reorganization petition or otherwise institute insolvency proceedings or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally, (B) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower or for all or any portion of Borrower’s assets or properties, or (C) make a general assignment for the benefit of Borrower’s creditors;

(ee) shall have Organizational Documents that shall provide that Borrower will not: (i) dissolve, merge, liquidate, consolidate; (ii) sell, transfer, dispose, or encumber (except in accordance with the Loan Documents) all or substantially all of its assets or properties or acquire all or substantially all of the assets or properties of any other Person; or (iii) engage in any other business activity, or amend its Organizational Documents with respect to any of the matters set forth in this Section 3.1.24 , without the prior consent of Lender in its sole discretion; and

(ff) To the fullest extent required by law, Borrower and Independent Managers will consider the interests of Borrower’s creditors in connection with all actions.

Plymouth Industrial 20 Financial shall be a Person whose sole asset is its interest in Borrower and Plymouth Industrial 20 Financial (i) will cause Borrower to comply with each of the representations, warranties and covenants contained in this Section 3.1.24 ; (ii) will at all times comply with each of the representations, warranties and covenants contained in this Section 3.1.24 (provided that (a) all references to “Mortgage Borrower” shall be deemed to be replaced with “Borrower” and (b) Plymouth Industrial 20 Financial shall only be required to have one (1) Independent Director); (iii) will not engage in any business or activity other than owning an interest in Borrower; (iv) will not acquire or own any assets or properties other than its membership interest in Borrower and assets and property incidental to, or necessary for, its ownership interest in Borrower; and (v) will not incur any debt, obligation or liability, secured or unsecured, direct, indirect or contingent (including pursuant to any guaranty or indemnity of any obligation or liability), other than unsecured trade payables for accounting, legal and other professional services incurred in the ordinary course of business related to the ownership of an interest in Borrower that (A) do not exceed at any one time $10,000, and (B) are paid within thirty (30) days of the date incurred. Upon the withdrawal or the disassociation of Plymouth Industrial 20 Financial from Borrower, Borrower shall immediately appoint a replacement member whose Organizational Documents are substantially similar to those of Plymouth Industrial 20 Financial and, to the extent required hereunder in connection with a Secondary Market Transaction, deliver a new bankruptcy non-consolidation opinion with respect to the new member and its constituent parties reasonably acceptable to Lender and acceptable to the Rating Agencies in their sole discretion.

3.1.25 Tax Filings . To the extent required, each of Borrower, Mortgage Borrower and Plymouth Industrial 20 Financial has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and have paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Borrower, Mortgage Borrower and Plymouth Industrial 20 Financial. Borrower, Mortgage Borrower and Plymouth Industrial 20 Financial believe that their tax returns (if any) properly reflect the income and taxes of Borrower, Mortgage Borrower and Plymouth Industrial 20 Financial for the periods covered thereby, subject only to reasonable adjustments required by the IRS or other applicable tax authority upon audit.

3.1.26 Solvency . Borrower (a) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is, and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become or may become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Mortgage Borrower intends to, does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Mortgage Borrower and the amounts to be payable on or in respect of obligations of Borrower and Mortgage Borrower). Nothing contained herein shall require any direct or indirect owner of Borrower to make any capital contribution.

3.1.27 Federal Reserve Regulations . No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulations T, U or X or any other Regulations of such Board of Governors, or for any purposes prohibited by any Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

3.1.28 Organizational Chart . The organizational chart attached hereto as Schedule II , relating to Mortgage Borrower, Borrower and Plymouth Industrial 20 Financial and certain Affiliates and other Persons, is true, correct and complete on and as of the date hereof. No Person, other than those Persons shown on Schedule II , has any ownership interest in, or right of control, directly or indirectly, in Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial.

3.1.29 Bank Holding Company . Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

3.1.30 No Other Debt . Borrower has not borrowed or received debt financing (other than permitted pursuant to this Agreement) that has not been heretofore repaid in full.

3.1.31 Investment Company Act . Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; or (b) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

3.1.32 Survey . The Survey for each Property delivered to Lender in connection with this Agreement has been prepared in accordance with the Accuracy Standards for ALTA/NSPS Land Title Surveys as adopted by ALTA, American Congress on Surveying & Mapping and National Society of Professional Surveys, Inc. in 2016, does not fail to reflect any matter affecting the Property or the title thereto.

3.1.33 No Bankruptcy Filing . No petition in bankruptcy has ever been filed against Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or any constituent party of Plymouth Industrial 20 Financial, and neither Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial nor any constituent party of Plymouth Industrial 20 Financial has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial nor any of its constituent parties is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s or such constituent party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or any constituent parties of Plymouth Industrial 20 Financial.

3.1.34 Full and Accurate Disclosure . No information contained in this Agreement, the other Loan Documents, or any written statement or document furnished by or on behalf of Borrower or Mortgage Borrower in connection with the Loan or pursuant to the terms of this Agreement or any other Loan Document contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in the light of the circumstances under which they were made. There is no fact or circumstance presently known to Borrower or Mortgage Borrower which has not been disclosed to Lender and which could reasonably be expected to have a Material Adverse Effect.

3.1.35 Foreign Person . Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

3.1.36 No Change in Facts or Circumstances; Disclosure . All information submitted by and on behalf of Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial and Guarantor to Lender and in all financial statements, Rent Roll (including the rent roll attached hereto as Schedule I ), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms of this Agreement or the other Loan Documents and all statements of fact made by or on behalf of Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor in this Agreement or in any other Loan Document, are true, correct and complete in all material respects or made (as applicable). There has been no material adverse change in any condition, fact, circumstance or event that would make any such information or statement of fact, inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has or could reasonably be expected to have a Material Adverse Effect.

3.1.37 Management Agreement . Each Management Agreement is in full force and effect and neither Borrower nor Mortgage Borrower has given or received any notice of a default thereunder and, to Borrower’s knowledge, no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder. Each Management Agreement was entered into on commercially reasonable terms.

3.1.38 Mortgage Loan Representations and Warranties . All of the representations and warranties contained in the Mortgage Loan Documents are (i) true and correct in all material respects and (ii) hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or to whether the related Mortgage Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Lender.

3.1.39 Zoning . The zoning classification of each Property is set forth on Schedule 3 of the Mortgage Loan Agreement and the current use of each Property is consistent with such zoning classification applicable to such Property.

3.1.40 Intentionally Omitted .

3.1.41 Patriot Act .

(a) None of Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial or any of their respective constituents or Affiliates, and to the best of Borrower’s knowledge, any of their respective brokers or other agents acting or benefiting in any capacity in connection with the Loan is a Prohibited Person.

(b) None of Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, any of their respective constituents or Affiliates and any of their respective brokers or other agents acting in any capacity in connection with the Loan, (i) has conducted or will conduct any business or has engaged or will engage in any transaction or dealing with any Prohibited Person, including making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) has dealt or will deal in, or otherwise has engaged or will engage in, any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (iii) has engaged or will engage in or has conspired or will conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Patriot Act.

(c) Borrower covenants and agrees to deliver to Lender any certification or other evidence requested from time to time by Lender in its sole discretion, confirming Borrower’s compliance with this Section 3.1.41 .

3.1.42 Labor Relations . Neither Borrower nor any Mortgage Borrower has employees. No organized work stoppage or labor strike is pending or threatened by employees and other laborers at any Property. Neither Borrower nor any of its Affiliates (i) is involved in or threatened with any labor dispute, grievance or litigation at the Property relating to labor matters involving any employees and other laborers at any Property, including violation of any Legal Requirements relating to labor, safety or employment and/or charges of unfair labor practices or discrimination complaints at the Property, (ii) has engaged in any unfair labor practices prohibited, restricted or otherwise unlawful under applicable Legal Requirements or (iii) is currently a party to, or bound by, any collective bargaining agreement or union contract with respect to employees and other laborers at any Property and no such agreement or contract is currently being negotiated.

3.1.43 No Casualty . No Property has suffered a material Casualty which has not been fully repaired and the cost thereof fully paid.

3.1.44 Purchase Options . Neither the Property, the Collateral nor any part thereof nor any interest therein is subject to any purchase options, rights of first refusal to purchase, rights of first offer to purchase or other similar rights in favor of any Person, other than as set forth herein and in the TL Participation Agreement.

3.1.45 Use of Property . Each Property consists solely of industrial facilities and is used for no other purpose.

3.1.46 Fiscal Year . Each fiscal year of Borrower commences on January 1.

3.1.47 Material Agreements .

(a) None of Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial has entered into, or is bound by, any Material Agreement which continues in existence, except those set forth on Schedule V .

(b) Each of the Material Agreements is in full force and effect, there are no monetary or other defaults by Borrower, Mortgage Borrower or Plymouth Industrial 20 Financial thereunder and, to Borrower’s knowledge, there are no monetary or other defaults thereunder by any other party thereto. None of Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Manager or any other Person acting on Borrower’s behalf has given or received any notice of default under any Material Agreement that remains outstanding or in dispute.

(c) Borrower has delivered true, correct and complete copies of the Material Agreements (including all amendments and supplements thereto) to Lender.

(d) Other than the Asset Management Agreement, no Material Agreement has as a party an Affiliate of Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial.

3.1.48 Other Obligations and Liabilities . None of Borrower, Mortgage Borrower or Plymouth Industrial 20 Financial has any liabilities or other obligations that arose or accrued prior to the date hereof that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. None of Borrower, Mortgage Borrower or Plymouth Industrial 20 Financial has any known contingent liabilities except those under environmental indemnities and/or non-recourse carveout guaranties in connection with the Loan and the Mortgage Loan.

3.1.49 Illegal Activity . No portion of the Property or the Collateral has been or will be purchased by Borrower with proceeds of any illegal activity.

3.1.50 Underwriting Representations . Borrower hereby represents that:

(a) it has no judgments or liens of any nature against it except for tax liens for taxes not yet due and payable;

(b) it is not involved in any dispute with any taxing authority;

(c) it is not now, nor has ever been, a party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it or its assets or properties that has not been paid in full;

(d) Mortgage Borrower has obtained a current Phase I environmental site assessment (and, if applicable, a current Phase II environmental assessment) (collectively, the “ ESA ”) for each Property prepared consistent with ASTM Practice E 1527 and the ESA has not identified any recognized environmental conditions that require further investigation or remediation except as expressly provided therein; and

(e) each amendment and restatement of Borrower’s, Mortgage Borrower’s and Plymouth Industrial 20 Financial’s Organizational Documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to such amendment or restatement from time to time.

3.1.51 Required Equity . On or prior to the date hereof, an aggregate amount of not less than $25,000,000.00 of cash equity (the “ Minimum Equity Contribution ”) was invested by DOF IV Plymouth into Borrower, which Minimum Equity Contribution shall be used solely for payment of costs, expenses and fees in connection with the Refinancing and other costs incurred in connection with the operation of the Property as set forth in the Approved Annual Budget and for no other purposes.

3.1.52 Contractual Obligations . Other than the Loan Documents, the Mortgage Loan Documents, the organizational documents of Borrower, the organizational documents of Plymouth Industrial 20 Financial, and the organizational documents of Mortgage Borrower, as of the date of this Agreement, neither Borrower nor Plymouth Industrial 20 Financial is subject to any Contractual Obligations and has not entered into any agreement, instrument or undertaking by which it or its assets are bound, or has incurred any Indebtedness, except for Contractual Obligations or liabilities (not material in the aggregate) that are incidental to its activities as the sole member of Mortgage Borrower or Borrower, as applicable.

3.1.53 Property Value . The value of the real property (within the meaning of Treasury Regulation Section 1.856-3(d)) owned by the Mortgage Borrowers, as a percentage of the Mortgage Borrowers’ assets, is at least eighty-five percent (85%) of the value of all of the assets of the Mortgage Borrowers.

Section 3.2 Survival of Representations.

The representations and warranties set forth in Section 3.1 hereof shall survive for so long as any amount remains payable to Lender under this Agreement or any of the other Loan Documents.

IV. BORROWER COVENANTS

Section 4.1 Borrower Affirmative Covenants.

Borrower hereby covenants and agrees with Lender that:

4.1.1 Existence; Compliance with Legal Requirements . Each of Mortgage Borrower, Borrower and Plymouth Industrial 20 Financial shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence and all rights, licenses, permits and franchises necessary to own and maintain the Collateral and to operate the Property, including without limitation any local operations or use permits authorizing the Property to be used as an industrial facility, and comply and with all Legal Requirements applicable to it, the Collateral and the Property. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower, Plymouth Industrial 20 Financial or any other Person in occupancy of or involved with the operation or use of the Collateral or the Property to commit any act or omission affording the federal government, any state or local government or any other Governmental Authority the right of forfeiture against the Property, the Collateral or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall and shall cause Mortgage Borrower to at all times maintain, preserve and protect all franchises and trade names and preserve all of its assets and properties used or useful in the conduct of its business and shall keep the Property in good working order, safe condition and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto and shall not permit or commit any waste, impairment or deterioration of any portion of the Property, all as more fully provided in the Security Instrument. Borrower shall and shall cause Mortgage Borrower to keep the Property insured in accordance with the provisions of Section 5.1 hereof. To the extent permitted by Mortgage Lender in accordance with the terms of the Mortgage Loan Documents, and after prior notice to Lender, Borrower or Mortgage Borrower, at its sole cost and expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Mortgage Borrower, the Collateral or the Property or any alleged violation of any Legal Requirement; provided that (a) no Event of Default has occurred and remains outstanding; (b) Borrower or Mortgage Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower,

Mortgage Borrower, the Collateral or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (d) neither the Property, the Collateral nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (e) Borrower and Mortgage Borrower shall promptly upon final determination thereof comply with such Legal Requirement determined to be valid or applicable or cure any violation of such Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Mortgage Borrower, the Collateral or the Property; (g) Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be requested by Lender, to ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith; and (h) such contest by Borrower or Mortgage Borrower is not in violation of the Leases. Lender may apply any such security or part thereof as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Property or the Collateral (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, canceled or lost or there shall be any danger of the Lien of the Security Instrument or Pledge Agreement being primed by any related Lien.

4.1.2 Taxes and Other Charges . Borrower shall and shall cause Mortgage Borrower to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed upon it, upon its income or profits or upon the Property which it owns, the Collateral or any part thereof as the same become due and payable. Borrower shall furnish to Lender receipts for the payment of the Property Taxes and the Other Charges no later than five (5) days prior to the date the same shall become delinquent. Borrower shall not permit or suffer, and shall promptly cause to be paid and discharged, any Lien or charge against the Property or the Collateral other than any Permitted Encumbrances, subject to any rights of Borrower to contest pursuant to the terms of this Section 4.1.2 . To the extent permitted by Mortgage Lender in accordance with the terms of the Mortgage Loan Documents, and after prior notice to Lender, Borrower or Mortgage Borrower, at its sole cost and expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges; provided that (a) no Default or Event of Default has occurred and remains outstanding; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower, Mortgage Borrower, the Collateral or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (c) neither the Property, the Collateral nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (d) Borrower or Mortgage Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property and the Collateral; (f) Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be requested by Lender, to ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon; and (g) such contest by Borrower or Mortgage Borrower is not in violation of the Leases. Lender may pay over, assign or transfer any such security or part thereof to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property or the Collateral (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, canceled or lost or there shall be any danger of the Lien of the Security Instrument or the Pledge Agreement being primed by any related Lien.

4.1.3 Litigation . Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened in writing against the Property, the Collateral, Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial or Guarantor which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which could affect the rights of Lender hereunder or under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

4.1.4 Access to Property . Borrower shall, and shall cause each Mortgage Borrower to, permit agents, representatives and employees of Lender to inspect the Property and the Collateral or any part thereof at reasonable hours upon reasonable advance notice.

4.1.5 Zoning Compliance . In the event that all or any part of the Improvements are destroyed or damaged, said Improvements will be legally reconstructed to substantially their condition prior to such damage or destruction, subject to any conforming changes in accordance with applicable Legal Requirements, and thereafter exist for the same use without violating any zoning or other ordinances applicable thereto.

4.1.6 Financial Reporting .

(a) GAAP . Borrower shall keep and maintain, or shall cause to be kept and maintained, in accordance with GAAP (or such other accounting basis acceptable to Lender) and the requirements of Regulation AB, proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower, Mortgage Borrower and all items of income and expense in connection with the operation of the Property and the Collateral. All financial statements delivered to Lender pursuant to this Section 4.1.6 shall be prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and consistently applied and, the requirements of Regulation AB.

(b) Monthly Reports . Borrower shall furnish, or cause to be furnished, to Lender on or before twenty (20) days after the end of each calendar month the following items, accompanied by an Officer’s Certificate stating that such items are true, correct and complete and fairly present the financial condition and results of the operations of Borrower, the Collateral and the Property (subject to normal year-end adjustments) as applicable: (i) [intentionally omitted]; (ii) [intentionally omitted]; (iii) monthly and year-to-date operating statements prepared for such month, noting Gross Revenues, Operating Expenses, Capital Expenditures, Net Operating Income, a comparison to the Approved Annual Budget with an explanation of any variances of 5% or more between the actual total Operating Expenses incurred with respect to an individual Property for the applicable period and the total Operating Expenses set forth in the Approved Annual Budget with respect to such Property for the applicable period, and such other information necessary and sufficient to fairly represent the financial position and results of operation of the Property and the Collateral during such month, all in form reasonably satisfactory to Lender; (iv) a calculation

reflecting the Debt Service Coverage Ratio as of the last day of such month for such month and for the immediately preceding twelve (12) month period (except that prior to the first anniversary of the Closing Date, said calculation shall only include the period from the Closing Date through the date of such calculation); (v) a detailed reconciliation showing how all Gross Revenues were applied to the cash flow waterfall items set forth in Section 2.7.2 ; and (vi) a balance sheet for Borrower as of the last day of such month. In addition, such Officer’s Certificate shall also state the representations and warranties of Borrower set forth in Section 3.1.24 are true and correct as of the date of such certificate and that there are no trade payables and operational debt outstanding for more than sixty (60) days. For the avoidance of doubt, the financial reporting requirements in this Section 4.1.6(b) for the quarter end months of each year (i.e. March, June, September and December), must be complied with in addition to the financial reporting requirements set forth in Section 4.1.6(c) below.

(c) Quarterly Reports . Borrower shall furnish, or cause to be furnished, to Lender on or before twenty-five (25) days after the end of each calendar quarter an estimated balance sheet and income statement as of the last day of such quarter. Additionally, Borrower shall furnish, or cause to be furnished to Lender on or before forty-five (45) days after the end of each calendar quarter the following items, accompanied by an Officer’s Certificate stating that such items are true, correct and complete and fairly present the financial condition and results of the operations of Borrower and the Property and the Collateral(subject to normal year-end adjustments) as applicable: (i) a Rent Roll for the subject quarter with respect to the Property; (ii) (A) a final balance sheet (not estimated) for Borrower as of the last day of such quarter, and (B) quarterly and year-to-date operating statements prepared for such quarter, noting Gross Revenues, Operating Expenses, Capital Expenditures, Net Operating Income, a comparison to the Approved Annual Budget with an explanation of any variances of 5% or more between the actual total Operating Expenses incurred with respect to an individual Property for the applicable period and the total Operating Expenses set forth in the Approved Annual Budget with respect to such Property for the applicable period, and such other information necessary and sufficient to fairly represent the financial position and results of operation of the Property and the Collateral during such quarter, all in form satisfactory to Lender; (iii) a calculation reflecting the Debt Service Coverage Ratio as of the last day of such quarter for such quarter and for the last four quarters (except that prior to the first anniversary of the Closing Date, said calculation shall only include the period from the Closing Date through the date of such calculation) and (iv) a reconciliation of all Qualified Capital Contributions and Borrower’s Invested Equity as of the end of such quarter, together with a detailed statement setting forth the purpose and use for all such capital contributions on a line item basis (the “ BIE Reconciliation Statement ”). In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 3.1.24 are true and correct as of the date of such certificate and that there are no trade payables and operational debt outstanding for more than sixty (60) days.

(d) Annual Reports . Borrower shall furnish, or cause to be furnished, to Lender annually, within ninety (90) days following the end of each Fiscal Year of Borrower, a complete copy of Borrower’s annual financial statements audited by an independent certified public accountant acceptable to Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) and the requirements of Regulation AB, covering the Property and the Collateral for such Fiscal Year and containing statements of profit and loss for Borrower and the Property, the Collateral and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations for the Property and the Collateral for such Fiscal Year and shall include, but not be limited to, amounts representing annual Gross Revenues, Operating Expenses, Capital Expenditures, Net Operating Income and a comparison to the Approved Annual Budget with an explanation of any variances of 5% or more between the actual total Operating Expenses incurred with respect to an individual Property for the applicable period and the total Operating Expenses set forth in the Approved Annual Budget with respect to such Property for the applicable period. Borrower’s annual financial statements shall be accompanied by (i) an Officer’s Certificate stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower, the Collateral and the Property being reported upon and has been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and the requirements of Regulation AB, (ii) an unqualified opinion of an independent certified public accountant reasonably acceptable to Lender, (iii) a list of tenants, if any, occupying more than ten percent (10%) of the total floor area of the Improvements, (iv) a breakdown showing the year in which each Lease then in effect expires and the percentage of total floor area of the Improvements and the percentage of base rent with respect to which Leases shall expire in each such year, each such percentage to be expressed on both a per year and cumulative basis, (v) a Rent Roll for the subject year with respect to the Property and (vi) a schedule prepared and certified by Borrower reconciling Net Operating Income to Net Cash Flow, which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow. Notwithstanding anything herein contained, Borrower’s annual financial statements required under this Section 4.1.6(d) may be consolidated with Borrower’s Affiliates provided that (i) appropriate notation is made thereon to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliates or any other Person (ii) such assets were listed on Borrower’s own separate balance sheet and (iii) such consolidated financial statements are prepared in accordance with GAAP consolidation rules.

(e) Certification; Supporting Documentation . Each such financial statement shall be in scope and detail satisfactory to Lender and certified by the chief financial officer or other representative of Borrower.

(f) Access . Lender shall have the right from time to time at all times during normal business hours to examine such books, records and accounts at the office of Borrower or other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Property and the Collateral, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(g) Format of Delivery . Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, (ii) on a diskette, and (iii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form reasonably acceptable to Lender.

(h) Annual Budget . Borrower shall submit to Lender not later than thirty (30) days prior to the commencement of each Fiscal Year, an Annual Budget for such Fiscal Year with respect to each Property. The Annual Budget shall be subject to Lender’s reasonable approval (each such Annual Budget, an “ Approved Annual Budget ”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Property Taxes, Insurance Premiums and Other Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (each, an “ Extraordinary Expense ”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval.

(i) Additional Information . Borrower shall submit to Lender the financial data and financial statements required, and within the time periods required, under Sections 9.1(d) , (e) and (f) , if and when applicable.

(j) Manager Reports . Promptly after receipt, Borrower shall furnish to Lender a copy of all reports, budgets, projections and other material correspondence delivered to Borrower or Mortgage Borrower by Manager under the Management Agreement.

(k) Other Required Information . To the extent available to Borrower or its Affiliates, Borrower shall furnish to Lender, within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the operation of the Property and the Collateral and the financial affairs of Borrower as may be reasonably requested by Lender (including, without limitation, a comparison of the budgeted income and expenses as set forth in the applicable Approved Annual Budget and the actual income and expenses for the applicable month, quarter or year and year-to-date for the Property and the Collateral, together with a detailed explanation of any variances of more than five percent (5%) between budgeted and actual amounts for such periods).

(l) Reporting Default . If Borrower fails to provide to Lender the financial statements and other information specified in this Section 4.1.6 within the respective time period specified, then (i) such failure shall, at Lender’s election, constitute an Event of Default upon notice from Lender, and (ii) Borrower shall pay to Lender a fee in the amount of $5,000 immediately upon the occurrence of such failure and again upon the expiration of each 30-day period thereafter until compliance is achieved, which amounts shall constitute a portion of the Obligations and, if unpaid, shall accrue interest at the Default Rate.

4.1.7 Title to Property . Borrower shall and shall cause Mortgage Borrower and Plymouth Industrial 20 Financial to warrant and defend (a) Mortgage Borrower’s title to the Property, subject only to Permitted Encumbrances, and (b) the validity and priority of the Liens of the Security Instrument and the Assignments of Leases and Rents (as defined in the Mortgage Loan Agreement) on the Property, (c) Borrower’s title to the Collateral, (d) Plymouth Industrial 20 Financial’s title to the Collateral and (e) the validity and priority of the Liens of the Pledge Agreement on the Collateral, subject only to Permitted Encumbrances, in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in the Property, the Collateral or any part thereof is claimed by any other Person except as expressly permitted hereunder, except to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender.

4.1.8 Estoppel Statement .

(a) Borrower shall deliver to Lender, within ten (10) Business Days after Lender’s request, a statement, duly acknowledged and certified, setting forth, (i) the original principal amount of the Loan and the Mortgage Loan, (ii) the unpaid principal amount of the Loan and the Mortgage Loan, (iii) the interest rate of the Loan and the Mortgage Loan, (iv) the date installments of principal and/or interest were last paid in respect of the Loan and the Mortgage Loan, (v) any offsets or defenses to the payment and performance of the Obligations or the “Secured Obligations” as defined under the Mortgage Loan Agreement, if any, and (vi) that this Agreement, the other Loan Documents and the Mortgage Loan Documents are valid, legal and binding obligations of Borrower, and have not been modified (or, if modified, giving particulars of such modification). If Borrower fails to provide to Lender with the certified statement specified in this Section 4.1.8(a) within the time period specified above, then (i) such failure shall, at Lender’s election, constitute an Event of Default upon notice from Lender, and (ii) Borrower shall pay to Lender a fee in the amount of $2,500 immediately upon the occurrence of such failure and again upon the expiration of each 30-day period thereafter until compliance is achieved, which amounts shall constitute a portion of the Obligations and, if unpaid, shall accrue interest at the Default Rate. Notwithstanding the foregoing, Borrower shall not be required to deliver the certified statement specified in this Section 4.1.8(a) more frequently than twice each Fiscal Year, unless Lender’s request for said certified statement is made (i) during the continuance of an Event of Default or (ii) in connection with any Secondary Market Transaction.

(b) Borrower shall cause Mortgage Borrower to deliver to Lender, within fifteen (15) days after Lender’s written request, an estoppel certificate from Manager in form and substance reasonably satisfactory to Lender; provided that such estoppel certificate may be in the form required under the Management Agreement.

(c) Borrower shall cause Mortgage Borrower to deliver to Lender, within thirty (30) days after Lender’s request, an estoppel certificate from each Tenant under any Lease in form and substance reasonably satisfactory to Lender; provided that (i) Mortgage Borrower shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant not required to provide an estoppel certificate under its Lease, (ii) such estoppel certificate may be in the form required under such Lease, and (iii) after the final Securitization of the Loan, Mortgage Borrower shall not be required to deliver such estoppel certificate from any Tenant more frequently than two (2) times in any calendar year.

(d) Borrower shall cause Mortgage Borrower to deliver to Lender, within fifteen (15) days after Lender’s written request, an estoppel certificate from Asset Manager in form and substance reasonably satisfactory to Lender.

4.1.9 Leases .

(a) Borrower shall cause Mortgage Borrower (i) to perform the obligations which Mortgage Borrower is required to perform under the Leases; (ii) to enforce the obligations to be performed by the Tenants thereunder; (iii) promptly furnish to Lender any notice of default or termination received by Mortgage Borrower from any Tenant and any notice of default or termination given by Mortgage Borrower to any Tenant; (iv) not to collect any rent under any Lease for more than one (1) month in advance of the time when the same shall become due, except for bona fide security deposits not in excess of an amount equal to two (2) months’ rent; (v) not to enter into any ground Lease of any part of the Property; (vi) not to further assign or encumber any Lease or the Gross Revenue (except as contemplated by the Loan Documents); (vii) not to, except with Lender’s prior consent, cancel or accept surrender or termination of any Major Lease; and (viii) not to, except with Lender’s prior consent, modify or amend any Lease (except, solely with respect to Leases that are not Major Leases, for minor modifications and amendments entered into in the ordinary course of business, consistent with prudent property management practices, not affecting the economic terms of the applicable Lease). Any action in violation of clause (v), (vi), (vii) or (viii) of this Section 4.1.9(a) shall be void at the election of Lender.

(b) All Major Leases and all renewals, modifications and amendments thereof (other than renewals, modifications and amendments strictly limited to the implementation of options or rights expressly contained in Major Leases and with respect to which Mortgage Borrower has no discretion as to the terms thereof) executed after the date hereof shall be subject to Lender’s prior approval. Borrower shall, or shall cause Mortgage Borrower to, submit to Lender a copy of any proposed Major Lease or any proposed renewal, modification or amendment of any Major Lease, together with all other documents and information reasonably necessary to evaluate such Major Lease, renewal, modification or amendment.

(c) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms, (iii) have a term of not less than three (3) years (unless Lender approves in writing a shorter term), (iv) have a term of not more than fifteen (15) years, including all extensions and renewals (unless Lender approves in writing a longer term), (v) provide that such Lease is subordinate to the Security Instrument and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (vi) be with Tenants that are creditworthy, (vii) [intentionally omitted], (viii) not be to an Affiliate of Borrower, any Guarantor, Plymouth Industrial 20 Financial or Manager; and (ix) not contain any option to purchase, any right of first option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of destruction or condemnation of all or substantially all of the Property), any requirement for a non-disturbance or recognition agreement, or any other terms which could materially adversely affect Lender’s rights under the Loan Documents.

(d) Borrower shall not, and shall cause Mortgage Borrower not to, permit or consent to any assignment or sublease of any Major Lease without Lender’s prior approval (other than any assignment or sublease expressly permitted under a Major Lease pursuant to a unilateral right of Tenant thereunder not requiring the consent of Mortgage Borrower).

(e) Borrower agrees to bear and shall pay or reimburse Lender on demand for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender in connection with the review of any proposed Major Lease, any other matter requiring Lender’s consent under this Section 4.1.9 or execution and delivery of any subordination, non-disturbance and attornment agreement in accordance with this Section 4.1.9 .

(f) Within ten (10) days after Lender’s written request, Borrower shall, or shall cause Mortgage Borrower to, furnish to Lender a statement of all tenant security or other deposits and copies of all Leases not previously delivered to Lender, certified as being true, correct and complete.

(g) All security deposits of Tenants, whether held in cash or any other form, shall be held in compliance with all applicable Legal Requirements, shall not be commingled with any other funds of Borrower or Mortgage Borrower and, if cash, shall be deposited by Borrower in a separately designated account under Borrower’s control at KeyBank, National Association in accordance with the Loan Documents and the Mortgage Loan Documents. After the occurrence of an Event of Default, Borrower shall cause each Mortgage Borrower to, if permitted by the applicable Legal Requirements and the Mortgage Loan Documents, cause all such security deposits (and any interest thereon) to be transferred to a separate Eligible Account at a bank designated by Lender, to be held subject to the terms of the Leases. Any bond or other instrument which Borrower or Mortgage Borrower is permitted to hold in lieu of cash security deposits under the applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as described above, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted by the applicable Legal Requirements, and subject to the rights of Mortgage Lender under the Mortgage Loan Documents, name Lender as payee or mortgagee thereunder (or, at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with the applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of each Mortgage Borrower’s and Borrower’s, as applicable, compliance with the foregoing.

4.1.10 Alterations . Lender’s prior approval shall be required in connection with any alterations to any Property (a)(i) that could reasonably be expected to have a Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that could reasonably be expected to adversely affect any structural component of any Improvements, any utility or HVAC system at any Property or the exterior of any building constituting a part of any Improvements or (b) any alterations to any Property during the continuation of any Event of Default, which approval, in each case under clause (a) or (b), may be granted or withheld in Lender’s sole discretion. Any alteration to any Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements. If the total unpaid amounts incurred and to be incurred with respect to the alterations to any Property for which Lender’s consent is required hereunder shall at any time exceed the Alteration Threshold, upon Lender’s reasonable request, Borrower shall promptly deliver to Lender, as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) letters of credit, (C) U.S. Obligations or (D) other securities reasonably acceptable to Lender, provided that, if a Securitization has occurred, Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases; provided that the applicable Leases shall be in full force and effect) over the Alteration Threshold, and, at Lender’s option, Lender shall have the right to apply such security from time to time to pay for such alterations. Upon substantial completion of any alteration to the Property, Borrower shall provide evidence satisfactory to Lender that (1) such alteration was constructed in all material respects in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with such alteration have been paid in full and have delivered unconditional releases of liens, and (3) all licenses and permits necessary for the use, operation and occupancy of the Improvements have been issued, provided that, if any such license or permit is temporary in nature, Borrower shall cause Mortgage Borrower to diligently pursue procuring a permanent license or permit from the applicable Governmental Authority.

4.1.11 Use of Property . Borrower shall, and shall cause Mortgage Borrower to, cause the Property to be used, operated and maintained in compliance, in all material respects, with all applicable Legal Requirements concerning zoning and use and for multifamily residential purposes in a manner consistent, in all material respects, with past practices of use, operation and maintenance at all times during the term of the Loan. Borrower will not cause or permit, and will cause Mortgage Borrower not to cause or permit, any nonconforming use applicable to all or any portion of the Property under applicable zoning laws to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

4.1.12 Material Agreements. Borrower shall, and shall cause Mortgage Borrower to, (a) promptly perform and/or observe the covenants, agreements and conditions required to be performed and observed by it under each Material Agreement to which it is a party, and do all things necessary to preserve and to keep unimpaired its rights thereunder, (b) promptly notify Lender in writing of the giving of any notice of any default by any party under any Material Agreement or Operating Agreement of which it is aware and (c) promptly enforce the performance and observance of all of the covenants, agreements and conditions required to be performed and/or observed by any other party under each Material Agreement to which Borrower or Mortgage Borrower is a party in a commercially reasonable manner.

4.1.13 Performance by Borrower . Borrower shall, in a timely manner, observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by Borrower without the prior consent of Lender. Borrower shall cause Mortgage Borrower to, in a timely manner, observe, perform and fulfill each and every covenant, term and provision of each Loan Document and Mortgage Loan Document executed and delivered by Mortgage Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of Mortgage Loan Document executed and delivered by Mortgage Borrower without the prior consent of Lender. Borrower shall cause Mortgage Borrower to promptly deliver to Lender a true and complete copy of any notice sent by or to Mortgage Lender, including, without limitation, copies of any notice of any default by Mortgage Borrower or Guarantor under the Mortgage Loan Documents

4.1.14 Costs of Enforcement/Remedying Defaults . In the event (a) that the Pledge Agreement or the Security Instrument is foreclosed in whole or in part or the Note or any other Loan Document or Mortgage Loan Document is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any Lien, pledge, collateral assignment or mortgage, whether senior or junior to the Security Instrument or the Pledge Agreement, in which proceeding Lender is made a party, (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor or an assignment by Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor for the benefit of its creditors, or (d) Lender shall remedy or attempt to remedy any Event of Default, Borrower shall be chargeable with and agrees to pay all actual costs and expenses incurred by Lender as a result thereof, including costs of collection and defense (including reasonable attorneys’, experts’, consultants’ and witnesses’ fees and disbursements) in connection therewith and in connection with any appellate proceeding or post-judgment action, which shall be due and payable on demand, together with interest at the Default Rate from the date such costs and expenses were incurred to and including the date the reimbursement payment is received by Lender. All such indebtedness shall be secured by the Pledge Agreement.

4.1.15 Business and Operations . Borrower shall, and shall cause each Mortgage Borrower to, continue to engage in the businesses currently conducted by it as and to the extent the same are necessary for the ownership, management and operation of the Property and the Collateral. Borrower shall, and shall cause each Mortgage Borrower to, qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, management and operation of the Property and the Collateral. Borrower shall at all times cause Mortgage Borrower to cause each Property which it owns to be maintained as an industrial facility.

4.1.16 Minimum Equity Contribution . There shall at all times be invested in Borrower, equity in an amount not less than the Minimum Equity Contribution. The Minimum Equity Contribution shall be used solely for payment of costs, expenses and fees in connection with the Refinancing and other costs incurred in connection with the operation of the Property as set forth in the Approved Annual Budget and for no other purposes and shall not be distributed to any direct or indirect shareholder of Plymouth Industrial REIT, Inc. or any Affiliate thereof for any purpose. Borrower shall furnish to Lender, within five (5) Business Days after written request, evidence of compliance with this Section 4.1.16 reasonably acceptable to Lender.

4.1.17 Patriot Act Compliance . Borrower will use its good faith and commercially reasonable efforts to comply with the Patriot Act and all applicable requirements of Governmental Authorities relating to terrorism and money laundering. Lender shall have the right to audit Borrower’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities relating to terrorism and money laundering. In the event that Borrower fails to comply with the Patriot Act or any such requirements of Governmental Authorities, Lender may, at its option, cause Borrower to comply therewith. All costs and expenses incurred by Lender in connection therewith shall be paid by Borrower to Lender, upon demand, with interest at the Default Rate from the date such costs and expenses were incurred to and including the date the reimbursement payment is received by Lender. All such indebtedness shall be secured by the Loan Documents.

4.1.18 Handicapped Access .

(a) Borrower covenants and agrees to cause Mortgage Borrower to cause each Property to, at all times, strictly comply to the extent applicable with the requirements of the Americans with Disabilities Act of 1990, the Fair Housing Amendments Act of 1988, all federal, state and local laws and ordinances related to handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities (collectively, the “ Access Laws ”).

(b) Borrower covenants and agrees to give prompt notice to Lender of the receipt by Borrower or Mortgage Borrower of any complaints related to the violation of any Access Laws and of the commencement of any proceedings or investigations by any Governmental Authority which relate to compliance with any Access Laws.

4.1.19 Additional Reports . Borrower shall deliver to Lender as soon as reasonably available, but in no event later than thirty (30) days after such items become available to Borrower in final form, copies of any final engineering, environmental or seismic reports prepared for Borrower or Mortgage Borrower with respect to the Property.

4.1.20 Notice of Certain Events . Borrower shall promptly notify Lender of (a) any Event of Default, together with a detailed statement of the steps being taken to cure such Event of Default, hereunder or under the Mortgage Loan Documents; (b) any notice of default received by Borrower or Mortgage Borrower under any agreement, document or instrument to which Borrower or Mortgage Borrower is a party or to which Borrower or Mortgage Borrower, the Collateral or the Property is subject that could reasonably be expected have a Material Adverse Effect; (c) any notice of default received by Borrower or Mortgage Borrower under any other obligations relating to the Property, the Collateral or otherwise material to Borrower or Mortgage Borrower’s business; (d) any notice of default under the Management Agreement; and (e) any pending or threatened legal, judicial, administrative or regulatory proceedings, including any disputes between Borrower or Mortgage Borrower and any Governmental Authority, affecting Borrower, Mortgage Borrower, the Collateral or any Property that could reasonably be expected to have a Material Adverse Effect.

4.1.21 Further Assurances; Power of Attorney .

(a) Borrower shall, and shall cause Mortgage Borrower to, at Borrower’s sole cost and expense:

(i) furnish to Lender all instruments, documents, boundary surveys, footing or foundation survey, certificates, plans and specifications, appraisals, title or other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(ii) cure, or cause to be cured, any defects in the execution and delivery of the Loan Documents;

(iii) execute and deliver, or cause to be executed and delivered, all such documents, instruments, certificates, assignments and other writings and do, or cause to be done, such other acts necessary or desirable (i) to correct any manifest errors or omissions in the Loan Documents, (ii) to evidence and more fully describe the collateral at any time securing or intended to secure the Obligations, (iii) to perfect, protect or preserve any Liens created under any of the Loan Documents and any collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents or (iv) to make any recordings, file any notices, or obtain any consents, as may be necessary or appropriate in connection therewith;

(iv) do and execute all such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall require from time to time; provided, however, that any such further assurances under this subsection (a) do not increase Borrower’s liabilities and obligations, or decrease any of Borrower’s rights hereunder or under any of the other Loan Documents in any material respect; and

(v) cooperate with Lender, and agree to such amendments, modifications and supplements to this Agreement and the Loan Documents and take such further actions as Lender shall reasonably request, in order for the Loan, and any income from the Loan, to be treated as a qualifying asset and income of a real estate investment trust under Sections 856(c)(3) and 856(c)(4)(A) of the Code, or to comply with any request of Lender or Lender’s outside tax counsel, provided that any such amendments, modifications or supplements, as applicable, will not (a) result in a Material Adverse Effect or (b) increase Borrower’s liabilities and obligations, or decrease any of Borrower’s rights hereunder or under any of the other Loan Documents in any material respect.

(b) Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary for the purpose of exercising and perfecting any and all rights and remedies available to Lender under the Loan Documents, at law and in equity, including, without limitation, such rights and remedies available to Lender pursuant to Section 10.2 , Section 10.3 , and Section 10.4 (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

4.1.22 Taxes on Security . Borrower shall pay all taxes, charges, filing, registration and recording fees, excises and levies payable with respect to the Note or the Liens created or secured by the Loan Documents, other than income, franchise and doing business taxes imposed on Lender. If there shall be enacted any law (a) deducting the Loan from the value of the Collateral for the purpose of taxation, (b) affecting any Lien on the Collateral, or (c) changing existing laws of taxation of pledges, collateral assignments, mortgages, deeds of trust, security deeds, or debts secured by real or personal property, or changing the manner of collecting any such taxes, Borrower shall promptly pay to Lender, on demand, all taxes, costs and charges for which Lender is or may be liable as a result thereof; provided , however , that if such payment would be prohibited by law or would render the Loan usurious, then instead of collecting such payment, Lender may declare all amounts owing under the Loan Documents to be immediately due and payable.

4.1.23 Fees and Expenses . Borrower shall pay, within thirty (30) days of being invoiced therefor from time to time, all reasonable fees and expense of Lender, Lender’s counsel and Lender’s consultants that are incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, whether incurred prior to or after the Closing Date.

4.1.24 Required Repairs . Borrower shall, or shall cause Mortgage Borrower to, perform the Immediate Repairs (as defined in the Mortgage Loan Reserve Agreement (Immediate Repairs)), in accordance with all of the terms and conditions set forth in the Mortgage Loan Reserve Agreement (Immediate Repairs).

4.1.25 Intentionally Omitted .

4.1.26 Curing . To the extent permitted by the Mortgage Loan Documents and the Intercreditor Agreement, to the extent an Event of Default has occurred and is continuing, Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the Organizational Documents of Mortgage Borrower, to cause Mortgage Borrower (a) to cure a “Default” or “Event of Default” (in each case, as defined under the Mortgage Loan Documents) and (b) to satisfy any liens, claims or judgments against the Property. Borrower shall reimburse Lender on demand for any and all actual out of pocket costs incurred by Lender in connection with the foregoing and all such expenses incurred by Lender shall be secured by the Pledge Agreement.

4.1.27 Special Distributions . On each date on which amounts are required to be disbursed to Lender pursuant to the terms of the Mortgage Loan Documents or are required to be paid to Lender pursuant to the terms of any of the Loan Documents, Borrower shall exercise its rights under the Organizational Documents of each Mortgage Borrower to cause the applicable Mortgage Borrower to make to Borrower a distribution of any unrestricted funds in the applicable Mortgage Borrower’s possession or control up to the aggregate amount required to be so disbursed to Lender on such date.

4.1.28 Limitation on Securities Issuances . None of Plymouth Industrial 20 Financial, Borrower, or any of their respective subsidiaries shall issue any limited liability company or partnership interests or other securities other than those that have been issued as of the date hereof, except to the extent expressly required or permitted pursuant to the terms and conditions of the Loan Documents or TL Participation Agreement.

4.1.29 Major Decisions . Except as otherwise expressly permitted hereunder, Borrower shall (and shall cause Mortgage Borrower to) obtain Lender’s prior written consent before it takes or approves any of the following actions: (i) changing the express purpose of Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial, (ii) the dissolution, liquidation or merger of Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial with or into another business; (iii) the sale of any Property or any Collateral; (iv) the purchase or sale of any asset not in the ordinary course of business; (v) the purchase of the stock, membership interest or assets of another Person; (vi) the sale of all or substantially all of Mortgage Borrower’s, Borrower’s or Plymouth Industrial 20 Financial’s assets; (vii) taking any action to cancel or terminate any Material Agreement, Major Lease or the Management Agreement; (viii) selling, assigning, pledging, transferring, mortgaging, hypothecating or otherwise disposing of (by operation of law or otherwise) or encumbering any part of its interest in any Material Agreement, Major Lease or the Management Agreement (except in connection with the execution of the Mortgage Loan Documents); (ix) waiving any default under or breach of any provisions of any Material Agreement, Major Lease or the Management Agreement; (x) waiving, failing to enforce, forgiving or releasing any right, interest or entitlement, howsoever arising, under or in respect of any provisions of any Material Agreement, Major Lease or the Management Agreement, or varying or agreeing to the variation in any material way of any provisions of any Material Agreement, Major Lease or the Management Agreement, or of the performance of any other Person under any Material Agreement, Major Lease or the Management Agreement; (xi) modifying, amending, restating or supplementing any Mortgage Loan Document, Material Agreement, Major Lease or the Management Agreement; (xii) giving any consent under any Material Agreement, Major Lease or the Management Agreement; (xiii) petitioning, requesting or taking any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate or suspend any Major Lease, Material Agreement or the Management Agreement, (xiv) except for the Debt, the Mortgage Loan, and the Permitted Indebtedness, the borrowing of money from any Person, including banks and other lending institutions and (xv) guaranteeing or becoming obligated for the debt of any Person.

4.1.30 Tax Status . For U.S. federal income tax purposes, Borrower shall cause each Mortgage Borrower to not make any election or take any other action that would cause it to be treated as other than a disregarded entity within the meaning of Treasury Regulation Section 301.7701-2(c)(2)(i) for which Borrower is treated as the sole member. From and after the date hereof, Borrower shall file its own tax returns and shall not file a consolidated federal income tax return with any other Person, except that Borrower’s tax returns may include the Mortgage Borrowers, if applicable.

4.1.31 Property Value . The value of the real property (within the meaning of Treasury Regulation Section 1.856-3(d)) owned by Mortgage Borrower, shall at all times remain at least eighty-five percent (85%) of the value of all of the assets of Mortgage Borrower.

4.1.32 Mosteller Property .

(a) Borrower and Lender acknowledge that although Mosteller Mortgage Borrower (as defined on Exhibit A annexed hereto) is a party to the Mortgage Loan Documents, the Mortgage Loan Documents provide that (i) Mosteller Mortgage Borrower shall only be deemed to be a “Borrower” under the Mortgage Loan Documents and (ii) the 11540 Mosteller Property (as defined in the Mortgage Loan Agreement) owned by Mosteller Mortgage Borrower shall only be deemed to be a “Property” under, and collateral for, the Mortgage Loan Documents, in the event that all of the conditions of the Mortgage Loan Future Advance Agreement are satisfied and Lender makes the Future Advance to Mortgage Borrower. Notwithstanding anything contained in the Mortgage Loan Documents, Borrower acknowledges and agrees that, for purposes of the Loan, this Agreement and the other Loan Documents, (x) Mosteller Mortgage Borrower is, and shall be at all times, a “Mortgage Borrower” and (y) the 11540 Mosteller Property is, and shall be at all times, a “Property”, unless the Collateral with respect to Mosteller Mortgage Borrower and/or the 11540 Mosteller Property is released pursuant to Section 2.6 hereof, regardless of whether the conditions of the Mortgage Loan Future Advance Agreement are satisfied and/or if Lender makes the Future Advance. Furthermore, Borrower acknowledges and agrees that as security for the Loan, Lender is, and shall be at all times while the Loan is outstanding, the beneficiary of a pledge of 100% of the ownership interests in Mosteller Mortgage Borrower (and/or any subsequent owner of the 11540 Mosteller Property) and all other Collateral with respect to Mosteller Mortgage Borrower (and/or any subsequent owner of the 11540 Mosteller Property), regardless of whether the conditions of the Mortgage Loan Future Advance Agreement are satisfied and/or if Lender makes the Future Advance.

(b) Borrower shall, and shall cause Mortgage Borrower to, timely comply with all of the terms and conditions set forth in the Mortgage Loan Future Advance Agreement that are required in order to receive the Future Advance Funds (as defined in the Mortgage Loan Future Advance Agreement), including, without limitation, by timely completing the Environmental Measures (as defined in the Mortgage Loan Future Advance Agreement) and timely satisfying all of the Specific Future Advance Conditions (as defined in the Mortgage Loan Future Advance Agreement).

(c) In the event that the Future Advance is not made in accordance with the terms of the Mortgage Loan Future Advance Agreement on or prior to the Future Advance Cut-Off Date (as defined in the Mortgage Loan Future Advance Agreement) (the “ Mosteller Determination Date ”), Borrower shall transfer its entire ownership interest in Mosteller Mortgage Borrower to a new entity that is not owned or controlled by Borrower (“ Mosteller Transferee ”) within thirty (30) days following the Mosteller Determination Date (the “ Mosteller Transfer ”). It is Borrower’s, Guarantor’s and Lender’s intent that

following the Mosteller Transfer, Lender shall continue to have a pledge of, first lien on and security interest in, all of the ownership interests in the Mosteller Mortgage Borrower as collateral for the Loan. Accordingly, Borrower shall, and shall cause Mortgage Borrowers, Plymouth Industrial 20 Financial, Guarantors and each of their Affiliates to, cooperate with Lender to deliver all documents reasonably requested by Lender to ensure that upon the occurrence of the Mosteller Transfer, Lender continues to have (i) a perfected pledge of, first lien on and security interest in, all of the ownership interests in Mosteller Mortgage Borrower and (ii) a participation interest in the 11540 Mosteller Property upon the same economic terms as Lender has in the 11540 Mosteller Property as of the date hereof pursuant the TL Participation Agreement. Such documents shall include, without limitation, a pledge and security agreement in substantially the same form as the Pledge Agreement delivered to Lender as of the date hereof and a participation agreement in substantially the same form as the TL Participation Agreement delivered to Lender as of the date hereof (the “ Updated Mosteller Documents ”). In the event of a Mosteller Transfer, Borrower shall, and shall cause Plymouth Industrial 20 Financial, Guarantors and each of their Affiliates to, comply with all of the terms and provisions of Section 4.2 of the JV Agreement.

(d) Borrower shall not, and Borrower shall not permit Mortgage Borrower, Plymouth Industrial 20 Financial, Guarantor or any Affiliate of any of the foregoing to, finance or create a voluntary Lien on the 11540 Mosteller Property (other than the Lien contemplated by the Mortgage Loan Documents) without Lender’s prior written consent, which may be withheld in Lender’s sole and absolute discretion.

4.1.33 JV Redemption . If DOF IV Plymouth’s Membership Interests (as defined in the JV Agreement) are redeemed on or before the Redemption Date (as defined in the JV Agreement) in accordance with the terms of the JV Agreement, Borrower shall, and shall cause Mortgage Borrowers, Plymouth Industrial 20 Financial, Guarantors and each of their Affiliates to, cooperate with Lender to deliver all documents reasonably requested by Lender to ensure that upon the occurrence of such redemption, Lender continues to have a perfected pledge of, first lien on and security interest in, 100% of the ownership interests in each Mortgage Borrower, including, without limitation, a pledge and security agreement in substantially the same form as the Pledge Agreement delivered to Lender as of the date hereof, updated certificated interests, stock transfer powers, control letters, etc. (the “ Updated Pledge Documents ”)

4.1.34 Property Record Agreements . Borrowers shall perform and comply with all covenants, conditions and prohibitions required of any Borrower in connection with any Property Record Agreement and any other encumbrance affecting any Property or any other Collateral, or any part thereof, or any interest therein, regardless of whether such other encumbrance is superior or subordinate to the Lien hereof.

Section 4.2 Borrower Negative Covenants.

Borrower covenants and agrees with Lender that:

4.2.1 Liens . Borrower shall not, nor permit Mortgage Borrower or Plymouth Industrial 20 Financial to, create, incur, assume or suffer to exist any Lien on any portion of the Property or the Collateral or any direct or indirect interest in Mortgage Borrower, Borrower or in Plymouth Industrial 20 Financial except for Permitted Encumbrances.

4.2.2 Dissolution . Borrower shall not and shall not permit Mortgage Borrower to (a) engage in any dissolution, winding up, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to the ownership, management and operation of the Collateral and the Property, (c) amend, modify, waive or terminate any Organizational Document of Borrower, Mortgage Borrower or Plymouth Industrial 20 Financial, or any provision thereof, (d) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of the assets or properties of Borrower or Mortgage Borrower except to the extent expressly permitted by the Loan Documents or the Mortgage Loan Documents, or (e) cause, permit or suffer Plymouth Industrial 20 Financial to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Plymouth Industrial 20 Financial would be dissolved, wound up or liquidated in whole or in part, or (ii) amend, modify, waive or terminate any Organizational Document of Plymouth Industrial 20 Financial or any provision thereof, in each case without obtaining the prior consent of Lender.

4.2.3 Change in Business . Borrower shall not and shall not permit Mortgage Borrower to (a) enter into any line of business other than the ownership, management and operation of the Property and the Collateral, (b) make any material change in the scope or nature of its business objectives, purposes or operations, or (c) undertake or participate in activities other than the continuance of its present business.

4.2.4 Debt Cancellation . Borrower shall not and shall not permit Mortgage Borrower to cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s and Mortgage Borrower’s business.

4.2.5 Affiliate Transactions . Borrower shall not and shall not permit Mortgage Borrower to enter into, or be a party to, any transaction with any Affiliate of Mortgage Borrower, Borrower or any partner, member, or shareholder, as applicable, thereof, or any Affiliate of Mortgage Borrower or Borrower except in the ordinary course of business and on terms and conditions that are fully disclosed to Lender in advance and that are intrinsically fair, commercially reasonable and no less favorable to Mortgage Borrower, Borrower or such Affiliate, partner, member or shareholder than those that would be available on an arm’s-length basis with an unrelated third party.

4.2.6 Zoning . Borrower shall not and shall not permit Mortgage Borrower to initiate or consent to any zoning reclassification of any portion of the Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of the Property in any manner that could result in such use becoming a non conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

4.2.7 Assets . Borrower shall not purchase or own any asset or property other than the Collateral and any asset or property necessary for or incidental to the ownership of the Collateral. Borrower shall not permit Mortgage Borrower to purchase or own any asset or property other than the Property and any asset or property necessary for or incidental to the ownership, leasing and operation of the Property.

4.2.8 No Joint Assessment . Borrower shall not and shall not permit Mortgage Borrower to suffer, permit or initiate the joint assessment of the Property (a) with any other real property constituting a tax lot separate from the Property, and (b) with any portion of the Property which may be deemed to constitute personal property, or any other action or procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the Property or any portion thereof.

4.2.9 Principal Place of Business . Borrower shall not and shall not permit Mortgage Borrower to change its principal place of business from the address set forth on the first page of this Agreement without first giving Lender thirty (30) days’ prior notice.

4.2.10 ERISA .

(a) Borrower shall not and shall not permit Mortgage Borrower to engage in any transaction which would cause any obligation, or any action taken or to be taken, hereunder or under the other Loan Documents (or the exercise by Lender of any of its rights under this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”).

(b) Borrower shall deliver to Lender such certifications or other evidence from time to time throughout the Term, as requested by Lender in its sole discretion, that (i) neither Borrower nor Mortgage Borrower is an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) neither Borrower nor Mortgage Borrower is subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one (1) or more of the following circumstances is true:

(A) Equity interests in Borrower and Mortgage Borrower are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2);

(B) Less than twenty-five percent (25%) of each outstanding class of equity interests in each of Mortgage Borrower and Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2); or

(C) Borrower and Mortgage Borrower each qualify as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or (e); or

(D) The Loan meets the requirements of Prohibited Transaction Exemption 95-60, 90-1, 84-14 or a similar exemption.

4.2.11 Material Agreements . Borrower shall not and shall not permit Mortgage Borrower to, without Lender’s prior consent: (a) enter into, surrender or terminate any Material Agreement to which Borrower or such Mortgage Borrower is a party or to which Borrower, Mortgage Borrower, the Collateral or the Property is subject (unless the other party thereto is in material default and the termination of such agreement would be commercially reasonable), (b) increase or consent to the increase of the amount of any charges under any Material Agreement to which Borrower or Mortgage Borrower is a party or to which Borrower, Mortgage Borrower, the Collateral or the Property is subject (subject to ordinary course increases specifically provided for therein); or (c) otherwise modify, change, supplement, alter or amend, or waive or release any of Borrower’s or Mortgage Borrower’s rights and remedies under any Material Agreement to which Borrower or Mortgage Borrower is a party or to which Borrower, Mortgage Borrower, the Collateral or the Property is subject in any material respect.

4.2.12 Change of Name, Identity or Structure . Borrower shall not and shall not permit Mortgage Borrower or Plymouth Industrial 20 Financial to, cause or permit any change to be made to Borrower’s, Mortgage Borrower’s or Plymouth Industrial 20 Financial’s name, identity (including its trade name or names) or corporate, partnership or other organizational structure without notifying Lender of such change in writing at least thirty (30) days prior to the effective date of such change and without first obtaining the prior consent of Lender. Borrower shall and shall cause Mortgage Borrower and Plymouth Industrial 20 Financial to execute and deliver to Lender, prior to or contemporaneously with the effective date of any such change, any financing statement or amendment to financing statement required by Lender to establish or maintain the validity, perfection and priority of the security interests granted by the Loan Documents. At Lender’s request, Borrower shall execute a certificate in form satisfactory to Lender listing each trade name under which Borrower and Mortgage Borrower operates or intends to operate the Property or the Collateral, and representing and warranting that neither Borrower nor Mortgage Borrower does business under any other trade name with respect to the Property or the Collateral.

4.2.13 Special Purpose . Without in any way limiting the provisions of this Article IV, Borrower shall not take or permit any action that would result in Borrower or Plymouth Industrial 20 Financial not being in compliance with the representations, warranties and covenants set forth in Section 3.1.24 hereof or Mortgage Borrower not being in compliance with the representations, warranties and covenants set forth in Section 5.1.14 of the Mortgage Loan Agreement.

4.2.14 Prohibited Person . At all times throughout the Term, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Key Principals or Guarantor shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Prohibited Person, with the result that the investment in Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Key Principals or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law, or the Loan made by Lender would be in violation of law, (b) no Prohibited Person shall have any interest of any nature whatsoever in Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Key Principals or Guarantor, as applicable, with the result that the investment in Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Key Principals or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law, and (c) none of the funds of Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Key Principals or Guarantor, as applicable, shall be derived from any unlawful activity with the result that the investment in Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, Key Principals or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law.

4.2.15 Loan Proceeds . Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes set forth in Section 2.1.4 hereof.

4.2.16 Intentionally Omitted .

4.2.17 Distributions . Borrower shall not, and shall not permit Mortgage Borrower to, at any time during an Event of Default or during a Triggering Event Condition, make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or ownership interest of Mortgage Borrower or Borrower, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Mortgage Borrower or Borrower. Notwithstanding the foregoing, Borrower shall cause Mortgage Borrower to, at all times, comply with the Mortgage Loan Cash Collateral Agreement.

4.2.18 No Contractual Obligations . Other than the Loan Documents, the Organizational Documents of Borrower, the Organizational Documents of Plymouth Industrial 20 Financial, and the Organizational Documents of each Mortgage Borrower, neither Borrower, Plymouth Industrial 20 Financial nor any of their assets shall be subject to any Contractual Obligations, and Borrower and Plymouth Industrial 20 Financial shall not enter into any agreement, instrument or undertaking by which it or its assets are bound, except, in each case, for such liabilities, not material in the aggregate, that are incidental to its activities as sole member of Mortgage Borrower or Borrower, as applicable.

4.2.19 Creation of Easements . Except as expressly permitted herein or as approved by Lender in writing, Borrower shall not, nor permit Mortgage Borrower to, (i) enter into, create, or permit any Property or any part thereof to become subject to, any Property Record Agreement, other than a Permitted Encumbrance, or (ii) amend, supplement, cancel, modify or terminate any Property Record Agreement that is a Permitted Encumbrance.

V. INSURANCE, CASUALTY AND CONDEMNATION

Section 5.1 Insurance.

5.1.1 Borrower shall cause Mortgage Borrower to (a) maintain at all times during the term of the Loan the Policies required under the Mortgage Loan Documents, and (b) otherwise satisfy all covenants related thereto as provided in the Mortgage Loan Documents. Subject to applicable law and the prior rights of Mortgage Lender under the Mortgage Loan and to the extent not inconsistent with the terms of the Mortgage Loan Documents, Borrower shall, cause Lender to (i) be named as certificate holder on all property policies and as an additional insured on all liability policies, and (ii) be entitled to such notice and consent rights afforded Mortgage Lender under the applicable terms and conditions of the Mortgage Loan Documents relating to the Policies as may be designated by Lender. Borrower shall not permit the Policies to be canceled without at least thirty (30) days’ prior notice to Lender. Borrower shall provide Lender

with evidence of all such insurance required hereunder and with the other related notices required under the Mortgage Loan Documents, in each case, on or before the date on which Mortgage Borrower is required to provide the same to Mortgage Lender. If at any time Lender is not in receipt of written evidence that all insurance required hereunder or under the Mortgage Loan Documents is in full force and effect, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Property and the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate. All costs and expenses (including any Insurance Premiums) incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand with interest at the Default Rate from the date such costs and expenses were incurred to and including the date the reimbursement payment is received by Lender. All such indebtedness shall be secured by the Pledge Agreement and the other Loan Documents.

5.1.2 Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason the Mortgage Loan Insurance Requirement Provisions cease to exist or are waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such provisions, the “ Waived Insurance Requirement Provisions ”), Borrower shall promptly notify Lender of the same, and to the extent permitted to do so pursuant to the Mortgage Loan Documents (if applicable), Borrower shall promptly (i) execute any amendments to this Agreement and/or the Loan Documents implementing the Waived Insurance Requirement Provisions as may be required by Lender (provided such amendments are substantially similar to the provisions in effect in the Mortgage Loan Agreement relating to the same immediately prior to the waiver, termination or amendment of said Waived Insurance Requirement Provisions) and shall cause Mortgage Borrower to acknowledge and agree to the same.

Section 5.2 Casualty and Condemnation.

5.2.1 Casualty . If any Property shall sustain a Casualty, Borrower shall give prompt notice of such Casualty to Lender and shall, subject to the Mortgage Loan Documents, cause Mortgage Borrower to promptly commence and diligently prosecute to completion the Restoration of the Property in accordance with Section 5.1.16 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs and expenses of such Restoration whether or not such costs and expenses are covered by insurance. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Lender may, but shall not be obligated to, make proof of loss if not made promptly by Borrower or Mortgage Borrower. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, in the event of a Casualty where the loss and the applicable Net Proceeds are less than the Restoration Threshold, Borrower may, and may allow Mortgage Borrower to, settle and adjust such claim; provided that (a) no Event of Default has occurred and remains outstanding and (b) such adjustment is carried out in a commercially reasonable and timely manner. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, in the event of a Casualty where the loss or Net Proceeds is equal to or greater than the Restoration Threshold or if an Event of Default has occurred and remains outstanding, Borrower may settle and adjust such claim only with the prior consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost and expense, in any such adjustments. Notwithstanding any Casualty, Borrower shall continue to pay the Debt at the time and in the manner provided for in this Agreement, the Note and the other Loan Documents.

5.2.2 Condemnation . Borrower shall (or shall cause Mortgage Borrower to) give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall (or shall cause Mortgage Borrower to) deliver to Lender a copy of any and all notices or papers served in connection with such Condemnation or related proceedings. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower may and may only allow Mortgage Borrower to settle and compromise any Condemnation only with the prior consent of Lender and Lender shall have the opportunity to participate, at Borrower or Mortgage Borrower’s cost and expense, in any applicable litigation or proceeding and settlement discussions in respect thereof and Borrower and Mortgage Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower shall cause Mortgage Borrower, at its cost and expense, to diligently prosecute any such litigations or proceedings, and shall (or shall cause Mortgage Borrower to) consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such litigations or proceedings. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise or settlement in connection with any Condemnation. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for in this Agreement, the Note and the other Loan Documents. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive interest at the rate or rates provided herein or in the Note. If any portion of the Property is taken by any Governmental Authority, subject to the Mortgage Loan Documents, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute to completion the Restoration of the Property and otherwise comply with the provisions of Section 5.1.17 of the Mortgage Loan Agreement. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, if the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award or a portion thereof sufficient to pay the Debt in full.

5.2.3 Restoration . Borrower shall cause Mortgage Borrower to deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under the Mortgage Loan Agreement in connection with the Restoration of the Property after a Casualty or Condemnation. Borrower shall cause Mortgage Borrower to comply with the terms and conditions of the Mortgage Loan Documents relating to Restoration. Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason the Mortgage Loan Restoration Provisions cease to exist or are waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such provisions, the “ Waived Restoration Provisions ”), Borrower shall promptly notify Lender of the same, and to the extent permitted to do so pursuant to the Mortgage Loan Documents (if applicable), Borrower shall promptly (i) [intentionally omitted], (ii) execute any amendments to this Agreement and/or the Loan Documents implementing the Waived Restoration Provisions as may be required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower to acknowledge and agree to the same and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Net Proceeds related to the Waived Restoration Provisions.

VI. RESERVE FUNDS AND CASH MANAGEMENT

Section 6.1 Substitute Reserves.

6.1.1 Substitute Reserves .

(a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserves as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing.

(b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason the Mortgage Loan Reserves are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserves, the “ Waived Reserve ”), Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “ Substitute Reserves ”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents in effect immediately prior to such termination, reduction, waiver or modification of the Mortgage Loan Reserves, (ii) execute any amendments to this Agreement and/or the Loan Documents relating to the Substitute Reserves required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same in effect immediately prior to such termination, reduction, waiver or modification of the Mortgage Loan Reserves) and shall cause Mortgage Borrower to acknowledge and agree to the same, (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserves remaining after the termination and/or waiver of the Waived Reserve and (iv) upon request by Lender, make a payment into the Substitute Reserves in respect of any deficiency therein identified by Lender. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into such Substitute Reserves until such time as any such Waived Reserve subsequently exist.

Section 6.2 Reserve Funds.

6.2.1 Security Interest . Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Substitute Reserves (any and all such monies, the “ Substitute Reserve Funds ”) as additional security for the performance of the Obligations. Until expended or applied as provided in this Agreement, the Substitute Reserve Funds shall constitute additional security for the performance of the Obligations. Lender shall have no obligation to release any of the Substitute Reserve Funds while any Default or Event of Default has occurred and remains outstanding. Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Substitute Reserve Funds to the payment of the Debt in any order, proportion and priority as Lender may determine in its sole and absolute discretion. Borrower shall not further pledge, assign or grant any security interest in any Substitute Reserve Fund or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.

6.2.2 Investments; Income Taxes . The Substitute Reserve Funds shall be held in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its sole discretion. At the election of Lender, the Substitute Reserve Funds may be held as subaccounts of the Substitute Cash Management Account. At Lender’s election, all interest on a Substitute Reserve Fund shall not be added to or become a part thereof and shall be the sole property of and shall be paid to Lender. Borrower shall report on its federal, state and local income tax returns all interest or income on the Substitute Reserve Funds credited or paid to Borrower.

6.2.3 Indemnity . Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including reasonable attorneys’ fees and expenses) arising from or in any way connected with the Substitute Reserve Funds or the performance of the obligations for which the Substitute Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid or reimbursed from or secured by the Substitute Reserve Funds; provided , however , that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains outstanding.

VII. PROPERTY AND ASSET MANAGEMENT

Section 7.1 Management Agreement. Borrower shall and shall cause Mortgage Borrower to cause the Property to be operated in accordance with each Management Agreement. Borrower shall and shall cause Mortgage Borrower to (a) diligently perform and observe all of the terms, covenants and conditions of each Management Agreement on the part of Borrower or Mortgage Borrower to be performed and observed, (b) promptly notify Lender of any default under any Management Agreement, (c) promptly deliver to Lender a copy of each financial statement, business plan and capital expenditures plan received by it under each Management Agreement and (d) promptly enforce the performance and observance of all of the terms, covenants and conditions required to be performed and/or observed by Manager under each Management Agreement. If Borrower or Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of any Management Agreement on the part of Borrower or Mortgage Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower or Mortgage Borrower from any of its obligations hereunder, under the other Loan Documents or under the Management Agreement, Lender shall

have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause the terms, covenants and conditions of the Management Agreement on the part of Borrower or Mortgage Borrower to be performed or observed in all material respects. Notwithstanding the foregoing, Borrower hereby represents that, as of the Closing Date, the 210 American Property (as defined on Exhibit A annexed hereto) is self-managed and is not managed by a third party manager; the tenant at the 210 American Property, pursuant to its lease, is responsible, at its sole cost and expense, for performing maintenance and repairs and providing other services that a property manager would customarily provide at the 210 American Property. Borrower represents and acknowledges that Borrower, Mortgage Borrower and each of their Affiliates do not, and are not entitled to, receive a management fee in connection with the 210 American Property.

Section 7.2 Prohibition Against Modification of Management Agreement.

(a) Borrower shall not, and shall not permit Mortgage Borrower to, without prior consent of Lender, (i) enter into any new property management agreement; (ii) surrender, terminate, cancel, modify, renew, amend, or extend any Management Agreement; (iii) reduce or consent to the reduction of the term of any Management Agreement, (iv) increase or consent to the increase of the amount of any fees or other charges under any Management Agreement, or (v) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Management Agreement in any material respect.

(b) In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall and shall cause Mortgage Borrower to promptly enter into a Replacement Management Agreement with a Qualified Manager and such other documentation, including, without limitation, an assignment of management agreement and subordination of management fees in the form then used by Lender and amendments to the Loan Documents reflecting such Replacement Management Agreement as required by Lender.

(d) Upon the occurrence and during the continuation of an Event of Default, Borrower shall not and shall not permit Mortgage Borrower to grant any approvals or otherwise take any action to terminate any Management Agreement without the prior consent of Lender, which consent may be granted, conditioned or withheld in Lender’s sole discretion.

Section 7.3 Replacement of Manager . Subject to the rights of Mortgage Lender, Lender shall have the right to require Borrower to cause Mortgage Borrower to terminate any Management Agreement and replace the Manager thereunder with a Person chosen by Lender upon the occurrence of any one or more of the following events: (a) at any time during the continuance of an Event of Default beyond any applicable notice and cure period, (b) if Manager shall be in default under its Management Agreement beyond any applicable notice and cure

period, (c) if Manager shall become insolvent or a debtor in any Bankruptcy Action, (d) if at any time Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, (e) if at any time for any other reason Borrower has the right to terminate the Management Agreement pursuant to its terms, and/or (f) if Lender determines that the Property is not being managed in accordance with generally accepted management practices for properties similar to the Property and such sustained sub-optimal performance by Manager occurs for a period of not less than one hundred twenty (120) days.

Section 7.4 Asset Management Agreement . Borrower shall and shall cause Mortgage Borrower to cause the Property to be operated in accordance with each Asset Management Agreement. Borrower shall and shall cause Mortgage Borrower to (a) diligently perform and observe all of the terms, covenants and conditions of each Asset Management Agreement on the part of Borrower or Mortgage Borrower to be performed and observed, (b) promptly notify Lender of any default under any Asset Management Agreement, (c) promptly deliver to Lender a copy of each financial statement, business plan and capital expenditures plan received by it under each Asset Management Agreement and (d) promptly enforce the performance and observance of all of the terms, covenants and conditions required to be performed and/or observed by Manager under each Asset Management Agreement. If Borrower or Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of any Asset Management Agreement on the part of Borrower or Mortgage Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower or Mortgage Borrower from any of its obligations hereunder, under the other Loan Documents or under the Asset Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause the terms, covenants and conditions of the Asset Management Agreement on the part of Borrower or Mortgage Borrower to be performed or observed in all material respects. Notwithstanding anything herein contained, no asset management fees or other amounts due and payable under the Asset Management Agreement shall be paid to Asset Manager during a Triggering Event Condition or during the continuance of an Event of Default.

Section 7.5 Prohibition Against Modification of Asset Management Agreement.

(a) Borrower shall not, and shall not permit Mortgage Borrower to, without prior consent of Lender, (i) surrender, terminate, cancel, modify, renew, amend, or extend the Asset Management Agreement; (ii) reduce or consent to the reduction of the term of the Asset Management Agreement, (iii) increase or consent to the increase of the amount of any fees or other charges under the Asset Management Agreement, or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under the Asset Management Agreement in any material respect.

(b) Upon the occurrence and during the continuation of an Event of Default, Borrower shall not and shall not permit Mortgage Borrower to grant any approvals or otherwise take any action to terminate the Asset Management Agreement without the prior consent of Lender, which consent may be granted, conditioned or withheld in Lender’s sole discretion.

Section 7.6 Termination of Asset Manager . Subject to the rights of Mortgage Lender, Lender shall have the right to require Borrower to cause Mortgage Borrower to terminate the Asset Management Agreement upon the occurrence of any one or more of the following events: (a) at any time during the continuance of an Event of Default beyond any applicable notice and cure period, (b) if Asset Manager shall be in default under the Asset Management Agreement beyond any applicable notice and cure period, (c) if Asset Manager shall become insolvent or a debtor in any Bankruptcy Action, (d) if at any time Asset Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, (e) if at any time for any other reason Borrower has the right to terminate the Asset Management Agreement pursuant to its terms, and/or (f) if Lender determines that the Property is not being managed in accordance with generally accepted asset management practices for properties similar to the Property and such sustained sub-optimal performance by Asset Manager occurs for a period of not less than one hundred twenty (120) days .

Section 7.7 Leasing Agreements. As of the date hereof, Borrower represents that there exists only one leasing agreement in place (for the 3940 Stern Property). All leasing brokerage agreements must be with leasing brokers and contain subordination and termination provisions and must be otherwise reasonably satisfactory to Lender, both as to such leasing brokerage agreement and as to such leasing broker or agent. Borrowers shall cause each leasing broker or agent to enter into a subordination and recognition agreement in the form and substance of Lender’s form Leasing Agent Consent and Recognition Agreement and to deliver to Lender such subordination and recognition agreement simultaneously with the execution and delivery of such leasing brokerage agreement. Borrowers shall provide Lender with a copy of any written notice received by Borrowers from such leasing broker of the occurrence of any default or event of default or condition that with the giving of notice or passage of time, or both, would constitute an event of default under any leasing brokerage agreement or that would entitle the leasing broker to terminate its agreement. Borrower shall cause Mortgage Borrower to terminate such leasing brokerage agreement, at Lender’s reasonable request, upon not less than thirty (30) days’ prior notice to Borrowers during an Event of Default.

VIII. TRANSFERS

Section 8.1 Transfer or Encumbrance of Property.

(a) Without the prior consent of Lender, neither Borrower, Mortgage Borrower nor any Restricted Party shall do any of the following (each, a “ Transfer ”): sell, transfer, convey, assign, mortgage, pledge, encumber, alienate, grant a Lien on, grant any option with respect to or grant any other interest in the Property or the Collateral, any part thereof or any direct or indirect interest therein (including any legal, beneficial or economic interest in Borrower, Mortgage Borrower or any Restricted Party), directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record, other than Permitted Transfers.

(b) A Transfer shall include (i) an installment sales agreement wherein Borrower or Mortgage Borrower agrees to sell the Property, the Collateral, any part thereof or any interest therein for a price to be paid in installments; (ii) an agreement by Borrower or Mortgage Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower or Mortgage Borrower’s right, title and interest in and to any Leases or any Gross Revenue; (iii) if Mortgage Borrower, or Borrower or any Restricted Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (iv) if Mortgage Borrower, Borrower or any Restricted Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, the creation or issuance of new limited partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer or member or the creation or issuance of new non-managing member interests; and (v) if Mortgage Borrower, Borrower or any Restricted Party is a trust or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interests.

(c) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder or under the other Loan Documents in order to declare the Debt immediately due and payable upon a Transfer (other than a Permitted Transfer) without Lender’s prior consent. This provision shall apply to every Transfer regardless of whether voluntary or not, and whether or not Lender has consented to any previous Transfer.

(d) Lender’s consent to one Transfer shall not be deemed to be a waiver of Lender’s right to require such consent to any future occurrence of same. Any Transfer made in contravention of this Section 8.1 shall be null and void and of no force and effect.

(e) Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses, title search costs and title insurance endorsement premiums) incurred by Lender in connection with the review, approval and/or documentation of any proposed Transfer. If required by Lender, Borrower shall deposit with Lender an amount equal to Lender’s anticipated costs and expenses in evaluating any proposed Transfer.

(f) No assumption of the Loan shall be permitted.

(g) Without obligating Lender to grant any consent under this Section 8.1 which Lender may grant or withhold in its sole discretion, Lender reserves the right to condition the consent required hereunder upon (i) a modification of the terms of this Agreement, the Note, the Pledge Agreement and the other Loan Documents; (ii) an assumption of this Agreement, the Note, the Pledge Agreement and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 11.22 ; (iii) payment of all of Lender’s expenses incurred in connection with such transfer; (iv) if a Securitization has occurred, the confirmation in writing by the applicable Rating Agencies that the proposed transfer will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned in connection with any Securitization; (v) at Lender’s election, the delivery of an Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance reasonably satisfactory to Lender; (vi) the proposed transferee’s continued compliance with the representations and covenants set forth in Section 3.1.24 and 4.2.11 ; (vii) the delivery of evidence reasonably satisfactory to Lender of the single purpose nature and bankruptcy remoteness of Borrower, Mortgage Borrower and Plymouth Industrial 20 Financial, as the case may be, following such transfers; (viii) the proposed transferee’s ability to satisfy Lender’s then-current underwriting standards; (ix) delivery of a replacement guaranty in form and substance satisfactory to Lender from a replacement guarantor having Control over Borrower and Mortgage Borrower after effectuating the subject transfer provided such replacement guarantor shall be approved by Lender in its sole and absolute discretion; or (x)such other conditions as Lender shall determine in its reasonable discretion to be in the interest of Lender, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Loan and the Property. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer, other than any Permitted Transfer, regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

Section 8.2 Permitted Transfers of Interests in Borrower.

(a) Notwithstanding anything to the contrary contained in Section 8.1 hereof, provided that the conditions set forth in Section 8.2(b) are satisfied Lender’s consent shall not be required in connection with (each of the following, a “ Permitted Transfer ”):

(i) any Transfer, directly as a result of the death of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by the decedent in question to the Person or Persons lawfully entitled thereto;

(ii) any Transfer, directly as a result of the legal incapacity of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by such natural person to the Person or Persons lawfully entitled thereto; and

(iii) to the extent permitted by the Mortgage Loan Documents, and subject to the rights of Mortgage Lender thereunder, any Transfer of any passive, non-voting direct or indirect interest in Mortgage Borrower, Borrower, Plymouth Industrial 20 Financial, of any other Restricted Party, related to or in connection with the estate planning of such transferor to (A) an immediate family member of such interest holder (or to partnerships or limited liability companies or other such vehicles Controlled solely by one or more of such family members) or (B) a trust established for the benefit of such immediate family member.

(b) Each Permitted Transfer shall be subject to the following conditions:

(i) No Event of Default shall have occurred and remain outstanding or shall occur solely as a result of such Transfer;

(ii) such Transfer shall not (1) cause the transferee, together with its Affiliates, to acquire directly or indirectly control of any Restricted Party, (2) result in Borrower no longer being controlled by one or more of the Key Principals, or (3) cause the transferee, together with its Affiliates, to increase its direct or indirect interest in any Restricted Party to an amount which exceeds forty-nine percent (49%) in the aggregate;

(iii) to the extent the transferee owns ten percent (10%) or more of the direct or indirect interests in any Restricted Party immediately following such Transfer (provided that such Transferee did not own ten percent (10%) or more of the direct or indirect ownership interests in such Restricted Party as of the Closing Date), Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (credit, judgment, lien, bankruptcy, etc.) reasonably acceptable to Lender with respect to such transferee and its Affiliates as Lender may reasonably require;

(iv) after giving effect to such Transfer, the Key Principals, shall continue to own, directly or indirectly, in the aggregate at least fifty-one percent (51%) of all legal, beneficial and economic interests in each Restricted Party and shall continue to control each Restricted Party in all material respects;

(v) each Property shall continue to be managed by Manager;

(vi) Borrower shall give Lender notice of such Transfer, together with copies of all instruments effecting such Transfer and copies of any Organizational Documents of such Transferee that Lender shall require, not less than ten (10) days prior to the proposed date of such Transfer (or within ten (10) days following such Transfer in the case of in Sections 8.2(a)(i) , (ii) , or (iv) ); and

(vii) Borrower shall continue to be the sole member of each Mortgage Borrower and Plymouth Industrial 20 Financial shall continue to be the sole member of Borrower.

(c) Borrower may sell individual Properties in accordance with the terms and conditions set forth in Section 2.6.3 hereof.

Section 8.3 Insolvency Opinion .

Notwithstanding anything in this Agreement to the contrary, upon the request of Lender if, after giving effect to any Transfer (including, without limitation, a Permitted Transfer), more than forty-nine percent (49%) in the aggregate of direct or indirect interests in any Restricted Party are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) direct or indirect interest in such Restricted Party as of the Closing Date, Borrower shall deliver to Lender prior to the effective date of such Transfer an updated Insolvency Opinion acceptable to Lender and, in the event the Loan has been included in a Securitization, the Rating Agencies.

Section 8.4 Permitted Mortgage Debt .

Lender hereby consents to the existence of the Mortgage Loan pursuant to the Mortgage Loan Agreement and the other Mortgage Loan Documents.

IX. SALE AND SECURITIZATION OF MORTGAGE

Section 9.1 Sale of Mortgage and Securitization.

(a) Lender shall have the right (i) to sell or otherwise transfer the Loan as a whole loan or to syndicate any direct or indirect interests in the Loan or sell or otherwise transfer any portion thereof or any interest therein, (ii) to sell participation interests in the Loan or (iii) to securitize the Loan or any portion thereof or any interest therein in one or more private or public securitizations. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “ Secondary Market Transaction ” and the transaction referred to in clause (iii) shall hereinafter be referred to as a “ Securitization .” Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “ Securities .”)

(b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by actual and/or prospective investors, the Rating Agencies, actual and/or prospective counterparties in any Secondary Market Transaction or by any Legal Requirements in connection with any Secondary Market Transactions (including any Exchange Act Filings or any report that is required to be made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements), including, without limitation, to:

(i) (A) provide or cause Mortgage Borrower to provide updated financial and other information with respect to the Property, the business operated at each Property, the Collateral, Mortgage Borrower, Borrower, Guarantor, any Affiliate of Mortgage Borrower, Borrower or Guarantor and Manager (including, without limitation, the information set forth on Schedule III hereto), (B) provide updated budgets and Rent Rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each Tenant) relating to the Property and (C) provide updated appraisals, market studies, environmental audits, reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Property (the information required under clauses (A), (B) and (C) shall hereinafter be referred to collectively as the “ Updated Information ”), together with appropriate verification of the Updated Information through letters of auditors, certificates of third party providers or opinions of counsel acceptable to Lender, the Rating Agencies, and any actual or prospective counterparty or investor in a Secondary Market Transaction;

(ii) provide or cause Mortgage Borrower to provide opinions of counsel, which may be relied upon by Lender, the NRSROs and their respective counsel, agents and representatives, as to bankruptcy non-consolidation, fraudulent conveyance, and “true sale” or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies or any actual or prospective counterparty or investor in a Secondary Market Transaction with respect to the Property, the Collateral, Mortgage Borrower, Guarantor and any Affiliate of Mortgage Borrower, Borrower or Guarantor, which counsel and opinions shall be satisfactory to Lender, the Rating Agencies, and any actual or prospective counterparty or investor in a Secondary Market Transaction;

(iii) provide, and cause to be provided, updated representations and warranties made in the Loan Documents and make, and cause to be made, such additional representations and warranties as may be requested by Lender, the Rating Agencies, or any actual or prospective counterparty or investor in a Secondary Market Transaction and consistent with the facts covered by such representations and warranties as they exist on the date thereof;

(iv) execute, and cause to be executed, such amendments, replacements or other modifications to Mortgage Borrower’s or Borrower’s Organizational Documents or the Loan Documents and the Mortgage Loan Documents as may be requested by Lender, the Rating Agencies, or any actual or prospective counterparty or investor in a Secondary Market Transaction to effect the Secondary Market Transactions; provided , however , that neither Borrower nor Mortgage Borrower shall be required to amend, restate or otherwise modify any Loan Document or Mortgage Loan Document if such amendment, restatement or other modification would (A) increase the initial weighted average interest rate or change the amortization of principal set forth herein or in the Note (except that the weighted average interest rate or the amortization of principal may subsequently change due to involuntary prepayments or if an Event of Default shall occur) or (B) amend or otherwise modify any other material economic term of the Loan; and

(v) attend management meetings, provide access to the Property and conduct tours of the Property; and

(vi) provide, and cause to be provided, certificates or other evidence of reliance satisfactory to Lender, the Rating Agencies, and any actual or prospective counterparty or investor in a Secondary Market Transaction with respect to any information or third party reports obtained in connection with the origination of the Loan or any Updated Information from Mortgage Borrower, Borrower, Guarantor, any Affiliate of Mortgage Borrower, Borrower or Guarantor, Manager and any accountants, appraisers, engineers, environmental assessment experts and other experts or third party providers of such information, reports or Updated Information.

(c) If, at the time one or more Disclosure Documents are being prepared for or in connection with a Securitization or other applicable Secondary Market Transaction, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Property alone or the Property and Related Properties collectively, will be a Significant Obligor, Borrower shall and shall cause Mortgage Borrower to furnish to Lender upon request the following financial information:

(i) if Lender expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization or other applicable Secondary Market Transaction, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or

(ii) if Lender expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization or other applicable Secondary Market Transaction, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender determines to be a Significant Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)).

(d) Further, if requested by Lender, Borrower shall and shall cause Mortgage Borrower to, promptly upon Lender’s request, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of the Property if, in connection with a Securitization or other applicable Secondary Market Transaction, Lender expects there to be, as of the cut-off date for such Securitization or other applicable Secondary Market Transaction, a concentration with respect to such tenant or group of Affiliated tenants within all of the mortgage loans included or expected to be included in the Securitization or other applicable Secondary Market Transaction such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall and shall cause Mortgage Borrower to furnish to Lender, on an ongoing basis, financial data or financial statements with respect to such tenants meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (i) Exchange Act Filings in connection with or relating to the Securitization or other applicable Secondary Market Transaction are required to be made under applicable Legal Requirements or (ii) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements.

(e) If Lender determines that Borrower alone or Borrower and one or more Affiliates of any Borrower collectively, or the Property alone or the Property and Related Properties collectively, are a Significant Obligor, then Borrower shall and shall cause Mortgage Borrower to furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (i) Exchange Act Filings are required to be made under applicable Legal Requirements or (ii) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements.

(f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished to Lender within the following time periods:

(i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization or other applicable Secondary Market Transaction, within ten (10) Business Days after notice from Lender; and

(ii) with respect to ongoing information required under Sections 9.1(d) and (e) above, (A) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (B) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower.

(g) All financial data and financial statements provided by Borrower or Mortgage Borrower hereunder pursuant to Sections 9.1(c), (d), (e) and (f) hereof shall be prepared in accordance with GAAP, and shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and any and all other applicable Legal Requirements. All financial statements relating to a Fiscal Year shall be audited by independent accountants of Borrower or Mortgage Borrower acceptable to Lender in accordance with generally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed consent of the independent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document, any Exchange Act Filing or any report that is required to be made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document, any Exchange Act Filing or any report that is required to be made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements, all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial data and financial statements (audited or unaudited) provided by Borrower shall be accompanied by an Officer’s Certificate which shall state that such financial data and financial statements meet the requirements set forth in the first sentence of this paragraph.

(h) In the event Lender determines, in connection with a Securitization or other applicable Secondary Market Transaction, that financial statements and financial data required in order to comply with Regulation AB or any amendment, modification or replacement thereto or any other Legal Requirements are other than as provided herein, then notwithstanding the foregoing provisions of this Section 9.1 , Lender may request, and Borrower shall and shall cause Mortgage Borrower to promptly provide, such other financial statements and financial data as Lender determines to be necessary or appropriate for such compliance.

(i) Without limiting the generality of Section 9.1(h) above, if requested by Lender, Borrower shall and shall cause Mortgage Borrower to promptly provide Lender with any financial statements or financial, statistical, operating or other information as Lender shall reasonably determine to be required pursuant to Regulation AB or any amendment, modification or replacement thereto or any other Legal Requirements in connection with any Disclosure Document, any Exchange Act Filing or any report that is required to be made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements or as shall otherwise be reasonably requested by Lender.

(j) Borrower agrees that Lender may disclose any information relating to Borrower, Mortgage Borrower, its Affiliates, the Property, the Collateral or any aspect of the Loan (including information provided by or on behalf of Borrower or any of its Affiliates to Lender) to the parties requesting such information and, if applicable, the NRSROs, Rating Agencies or any actual or prospective counterparty or investor and their respective representatives in connection with any Secondary Market Transaction. Borrower also understands that the findings and conclusions of any third-party due diligence report obtained by Lender or other Securitization Indemnified Parties may be made publicly available if required, and in the manner prescribed, by Section 15E(s)(4)(A) of the Exchange Act, any rules promulgated thereunder or any other applicable Legal Requirements.

(k) Borrower agrees that each participant or other actual or prospective counterparty or investor in a Secondary Market Transaction shall be entitled to the benefits of Section 2.8 to the same extent as if such participant was a Lender.

(l) With respect to ongoing financial data or financial statements required under Sections 9.1(d) and (e) above, Borrower’s obligation to furnish such information shall be subject to the condition that compliance with such obligation shall be at no material additional cost to Borrower.

Section 9.2 Secondary Market Indemnification.

(a) Borrower understands that information provided to Lender by Borrower or its agents, counsel and representatives may be included in Disclosure Documents in connection with a Securitization or other applicable Secondary Market Transaction and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), or the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”), and may be made available to actual or prospective counterparties and investors with respect to the

Secondary Market Transaction, the Rating Agencies, the NRSROs and each of their representatives and other advisory and service providers relating to a Securitization or other applicable Secondary Market Transaction. In the event that any Disclosure Document is required to be revised at any time, Borrower will cooperate, and cause Mortgage Borrower to cooperate, with Lender (or, if applicable, the holder of the applicable interest in the Loan) in updating the Disclosure Document by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects.

(b) Borrower hereby agrees to indemnify Lender, any Affiliate of Lender that has filed any registration statement relating to the Securitization or other applicable Secondary Market Transaction or has acted as the issuer, the sponsor or depositor in connection with a Securitization or other applicable Secondary Market Transaction, any Affiliate of Lender that acts as an underwriter, placement agent or initial purchaser of the Securities issued in connection with a Securitization, any other issuers, depositors, underwriters, placement agents or initial purchasers of the Securities issued in connection with a Securitization, any counterparty, investor or participant of Lender and each of their respective directors, officers, partners, employees, representatives, agents and Affiliates, and each Person that controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Securitization Indemnified Parties ”) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (collectively, the “ Securitization Indemnification Liabilities ”) to which any Securitization Indemnified Party may become subject insofar as the Securitization Indemnification Liabilities arise out of or are based upon (i) any untrue statement of any material fact contained in the information provided to Lender by Borrower, Mortgage Borrower, any Affiliate of Borrower or Mortgage Borrower or any of their respective agents, counsel or representatives, (ii) the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, in light of the circumstances under which they were made, not misleading, and (iii) a breach of the representations and warranties made by Borrower in Section 3.1.34 of this Agreement. Borrower also agrees to reimburse each Securitization Indemnified Party for any legal or other costs and expenses reasonably incurred by such Securitization Indemnified Party in connection with investigating or defending the Securitization Indemnification Liabilities. Borrower’s liability under this paragraph will be limited to any such liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost or expense that arises out of or is based upon an untrue statement or omission made therein in reliance upon and in conformity with information furnished by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or closing of the Loan (including, without limitation, financial statements of Borrower and Mortgage Borrower, operating statements and Rent Rolls with respect to the Property). This indemnity provision will be in addition to any obligation or liability which Borrower may otherwise have.

(c) In connection with Exchange Act Filings and information therein or other reports containing comparable information that are required to be made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements, as it relates to the Property, the Collateral, Mortgage Borrower, Borrower, Guarantor, any Affiliate of Mortgage Borrower, Borrower or Guarantor, Manager or any other aspect of the Loan, Borrower agrees to (i) indemnify the Securitization Indemnified Parties for Securitization Indemnification Liabilities to which any Securitization Indemnified Party may become subject insofar as the Securitization Indemnification Liabilities arise out of, or are based upon, an untrue statement or omission made in reliance upon, and in conformity with, information furnished to Lender by or on behalf of Borrower in connection with the preparation of the Disclosure Document, in connection with the underwriting or closing of the Loan or any of the reports, statements or other information furnished by or on behalf of Borrower pursuant to the terms of this Agreement, including financial statements of Borrower or Mortgage Borrower, operating statements and Rent Rolls with respect to the Property, and (ii) reimburse each Securitization Indemnified Party for any legal or other costs and expenses reasonably incurred by such Securitization Indemnified Party in connection with defending or investigating the Securitization Indemnification Liabilities.

(d) Promptly after receipt by a Securitization Indemnified Party of notice of any claim or the commencement of any action or suit, such Securitization Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of such action or suit; provided , however , that the failure to notify Borrower shall not relieve Borrower from any liability which it may have under the indemnification provisions of this Section 9.2 except to the extent that it has been materially prejudiced by such failure and, provided further that the failure to notify Borrower shall not relieve Borrower from any liability which it may have to any Securitization Indemnified Party otherwise than under the provisions of this Section 9.2 . If any such claim, action or suit shall be brought against any Securitization Indemnified Party, and it shall notify Borrower thereof, Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to such Securitization Indemnified Party. After notice from Borrower to the applicable Securitization Indemnified Party of Borrower’s election to assume the defense of such claim, action or suit, Borrower shall not be liable to such Securitization Indemnified Party for any legal or other costs and expenses subsequently incurred by such Securitization Indemnified Party in connection with the defense thereof except as provided in the following sentence; provided , however , if the defendants in any such action or suit include both Borrower, on the one hand, and one or more Securitization Indemnified Parties on the other hand, and a Securitization Indemnified Party shall have reasonably concluded that there are legal defenses available to it and/or other Securitization Indemnified Parties that are different or in addition to those available to Borrower, the Securitization Indemnified Party or Parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action or suit on behalf of such Securitization Indemnified Party or Parties. The Securitization Indemnified Party shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Securitization Indemnified Party is seeking or intends to seek reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are related solely to the defense of a claim for which Borrower is required hereunder to indemnify such Securitization Indemnified Party. Borrower shall not be liable for the costs and expenses of more than one (1) such separate counsel unless a Securitization Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Securitization Indemnified Party.

(e) Without the prior written consent of the applicable Securitization Indemnified Party (which consent shall not be unreasonably withheld or delayed), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Securitization Indemnified Party is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given the applicable Securitization Indemnified Party reasonable prior notice thereof and shall have obtained an unconditional release of each Securitization Indemnified Party from all Securitization Indemnification Liabilities arising out of or relating to such claim, action, suit or proceeding. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Securitization Indemnified Party without the consent of Borrower (which consent shall not be unreasonably withheld or delayed).

(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.2 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Securitization Indemnified Party harmless (with respect only to the Securitization Indemnification Liabilities that are the subject of this Section 9.2 ), then Borrower, on the one hand, and such Securitization Indemnified Party, on the other hand, shall contribute to the Securitization Indemnification Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (i) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Securitization Indemnified Party, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative faults of Borrower, on the one hand, and all Securitization Indemnified Parties, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.2 , (A) no Person found liable for a fraudulent misrepresentation shall be entitled to contribution from any other Person who is not also found liable for such fraudulent misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Securitization Indemnified Parties collectively pursuant to this Section 9.2(f) exceed the amount of the fees actually received by the Securitization Indemnified Parties in connection with the closing of the Loan.

(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.2 shall apply whether or not any Securitization Indemnified Party is a formal party to any claim, action, suit or proceeding. Borrower further agrees that the Securitization Indemnified Parties are intended third party beneficiaries under this Section 9.2 .

(h) Borrower shall indemnify Lender and its officers, directors, partners, employees, representatives, agents and Affiliates against any Losses to which Lender or its officers, directors, partners, employees, representatives, agents and Affiliates, may become subject in connection with any indemnification to the Rating Agencies in connection with issuing, monitoring or maintaining the Securities insofar as the Losses arise out of or are based upon any untrue statement of any material fact in any information provided by or on behalf of Borrower to the Rating Agencies.

(i) The liabilities and obligations of Borrower and the Securitization Indemnified Parties under this Section 9.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

X. DEFAULTS

Section 10.1 Event of Default.

(a) Each of the following events shall constitute an event of default hereunder (an “ Event of Default ”):

(i) (A) if any monthly Debt Service, any monthly deposit of Substitute Reserve Funds or the payment due on the Maturity Date is not paid when due or (B) if any other portion of the Debt is not paid when due; provided that, with respect to this clause (B), such non-payment continues for five (5) days following notice to Borrower that the same is due and payable;

(ii) if any of the Property Taxes or Other Charges are not paid prior to delinquency;

(iii) if the Policies are not kept in full force and effect;

(iv) if Borrower commits, permits or suffers a Transfer in violation of the provisions of this Agreement or Section 5(b) of any Pledge Agreement;

(v) if any certification, representation or warranty made by Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender, including without limitation any certifications delivered by Guarantor in connection with the Guaranty, shall have been false or misleading in any material respect as of the date such certification, representation or warranty was made;

(vi) (A) if Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial shall make a general assignment for the benefit of creditors or (B) if Guarantor shall make a general assignment for the benefit of creditors;

(vii) (A) if Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial fails or admits publicly its inability to pay debts generally as they become due or (B) if, Guarantor fails or admits publicly its inability to pay debts generally as they become due;

(viii) (A) if a receiver, liquidator or trustee shall be appointed for Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial or if Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial, or if any proceeding for the dissolution or liquidation of Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial shall be instituted; provided , however , if such appointment, adjudication, petition or proceeding was involuntary and not consented to by such Mortgage Borrower, Borrower or Plymouth Industrial 20 Financial, upon the same not being discharged, stayed or dismissed within thirty (30) days, or (B) if a receiver, liquidator or trustee shall be appointed for Guarantor or if Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Guarantor, or if any proceeding for the dissolution or liquidation of Guarantor shall be instituted; provided , however , if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Guarantor, upon the same not being discharged, stayed or dismissed within thirty (30) days or if an order for relief is entered;

(ix) if Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(x) if Borrower or Mortgage Borrower shall be in default beyond any applicable cure periods under any agreement (other than the Loan Documents and the Mortgage Loan Documents) creating a Lien on the Property or the Collateral or any part thereof (other than a Permitted Encumbrance);

(xi) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xii) if Borrower shall continue to be in Default under any of the terms, covenants or provisions set forth in Section 9.1 , Section 11.29 or Section 11.34 hereof, or fails to cooperate with Lender in connection with a Secondary Market Transaction in accordance with the terms, covenants and provisions set forth in Section 9.1 hereof, for three (3) Business Days after receipt by Borrower of written notice from Lender;

(xiii) if any of the assumptions contained in any Insolvency Opinion is or shall become untrue in any material respect;

(xiv) if Borrower, Plymouth Industrial 20 Financial or any Mortgage Borrower breaches any representation, warranty or covenant contained in Section 3.1.24 hereof;

(xv) if a Mortgage Loan Event of Default shall exist;

(xvi) if Amtec exercises the Amtec Purchase Option and Borrower fails to pay (i) to Lender, all amounts required to be paid pursuant to Section 2.6.3 hereof and (ii) all amounts due to Mortgage Lender pursuant to the Mortgage Loan Partial Release Agreement, including, without limitation, the Release Amount and the Additional Allocated Loan Amount (as such terms are defined in the Mortgage Loan Partial Release Agreement);

(xvii) If there is a default by Borrower or Plymouth Industrial 20 Financial under the JV Agreement or if DOF IV Plymouth’s Membership Interests (as defined in the JV Agreement) are not redeemed on or before the Redemption Date (as defined in the JV Agreement) in accordance with the terms of the JV Agreement;

(xviii) if a material default has occurred and continues beyond any applicable cure period by Mortgage Borrower under the Management Agreement and such default permits Manager thereunder to terminate or cancel the Management Agreement;

(xix) if the Management Agreement is terminated for any reason other than as permitted by Section 7 of this Agreement;

(xx) if Borrower, Plymouth Industrial 20 Financial, any Mortgage Borrower, Guarantor of any Affiliate of the foregoing shall fail to comply with the terms, covenants or conditions of Section 4.1.32 and/or Section 4.1.33 here of;

(xxi) [intentionally omitted];

(xxii) if Borrower shall fail to comply with any of the terms, covenants or conditions of Section 4.1.6 of this Agreement;

(xxiii) if Borrower shall fail to comply, or fail to cause Mortgage Borrower to comply, with any of the terms, covenants or conditions of Section 2.7 of this Agreement;

(xxiv) if there shall be a default under any provision of the TL Participation Agreement;

(xxv) if the Liens created pursuant to the Pledge Agreement shall cease to be fully perfected enforceable first priority security interests other than through actions by, or on behalf of, the Lender;

(xxvi) if there shall be a Default under any of the other Loan Documents beyond the cure period set forth in such Loan Documents, whether as to Borrower, Guarantor, the Property or the Collateral, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt; or

(xxvii) if Borrower, Mortgage Borrower or Plymouth Industrial 20 Financial shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement or any of the other Loan Documents not specified in clauses (i) to (xxvi) above, for ten (10) days after Borrower’s receipt of written notice from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after Borrower’s receipt of written notice from Lender in the case of any other Default; provided , however , that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed sixty (60) days;

(b) During the continuation of an Event of Default (other than an Event of Default described in Section 10.1(a)(vi) , (vii) or (viii) above) and at any time thereafter, Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in Section 10.1(a)(vi) , (vii) or (viii) above, the Debt shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 10.2 Remedies.

(a) Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower, Plymouth Industrial 20 Financial, Mortgage Borrower or Guarantor under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower, Plymouth Industrial 20 Financial, Mortgage Borrower or Guarantor or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any portion of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or initiated or taken other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any part of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole and absolute discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that, if an Event of Default has occurred and remains outstanding, (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force until the Pledge Agreement has been foreclosed, the Collateral sold and/or otherwise realized upon in satisfaction of the Obligations or the Debt has been paid in full.

(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to the Collateral for the satisfaction of any of the Debt in any order, proportion or priority, and Lender may seek satisfaction out of the Collateral, or any part thereof, in its sole and absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Pledge Agreement in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole and absolute discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Pledge Agreement to recover such delinquent payments or (ii) in the event Lender elects to accelerate less than the entire Outstanding Principal Balance, Lender may foreclose upon the Pledge Agreement to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the foreclosure upon the Pledge Agreement as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the foreclosure upon the Pledge Agreement to secure payment of sums secured by the Pledge Agreement and not previously recovered.

(c) Upon the occurrence of an Event of Default (but without limiting Lender’s rights under Section 9.1 , Section 11.29 or Section 11.34 hereof), Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (collectively, the “ Severed Loan Documents ”) in such denominations and priority as Lender shall determine in its sole and absolute discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided , however , Lender shall not make or execute any such documents under such power until three (3) days after written notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents and other matters and documentation in connection therewith. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date.

(d) Any amounts recovered from the Collateral or any other collateral for the Loan after the occurrence of an Event of Default may be applied by Lender toward the payment of any principal and/or interest of the Loan and/or any other amounts due under the Loan Documents in such order, proportion and priority as Lender in its sole and absolute discretion shall determine.

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Section 10.3 Right to Cure Defaults.

(a) Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or under the other Loan Documents or being deemed to have cured any Event of Default, make, do or perform any obligation of Borrower hereunder or under the other Loan Documents in such manner and to such extent as Lender may deem necessary, including, without limitation, curing any default under any Lease or breach of the Management Agreement, regardless of whether a Default or Event of Default exists hereunder. Lender is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Collateral and the Property for such purposes. All costs and expenses incurred by Lender in remedying or attempting to remedy such Event of Default or such other breach or default by Borrower or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate from the date such costs and expenses were incurred to the date reimbursement payment is received by Lender. All such costs and expenses incurred by Lender, together with interest thereon calculated at the Default Rate, shall be deemed to constitute a portion of the Obligations, shall be secured by the liens and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefore.

(b) Upon the occurrence of any Event of Default (irrespective of whether or not the same consists of an ongoing condition, a one-time occurrence, or otherwise), the same shall be deemed to continue at all times thereafter; provided, however, that such Event of Default shall cease to continue only if Lender shall execute and deliver a written confirmation that such Event of Default has ceased to continue, which confirmation shall not be unreasonably withheld if Lender has accepted the tendered cure of such Event of Default; provided, however, that nothing contained herein shall obligate lender to accept the tendered cure of any Event of Default. Lender shall not be obligated under any circumstances whatsoever to execute and deliver any such writing. Without limitation, this Section shall govern in any case where reference is made in this Loan Agreement or elsewhere in the Loan Documents to (i) any “cure” (whether by use of such word or otherwise) of any Event of Default, (ii) “during an Event of Default,” “the continuance of an Event of Default” or “after an Event of Default has ceased” (in each case, whether by use of such words or otherwise), or (iii) any condition or event which continues beyond the time when the same becomes an Event of Default.

Section 10.4 Remedies Cumulative.

The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole and absolute discretion. No delay or omission to exercise any right, power or remedy accruing upon the occurrence of an Event of Default shall impair any such right, power or remedy or shall be construed as a waiver thereof, but any such right, power or remedy may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default shall not be construed to be a waiver of any subsequent Default or Event of Default or to impair any right, power or remedy consequent thereon.

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XI. MISCELLANEOUS

Section 11.1 Successors and Assigns.

This Agreement and all agreements, covenants, representations and warranties in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 11.2 Lender’s Discretion.

Whenever pursuant to this Agreement or the other Loan Documents, Lender exercises any right given to it to approve or disapprove any matter, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove such matter or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole and absolute discretion of Lender and shall be final and conclusive. Prior to a Securitization, whenever pursuant to this Agreement the Rating Agencies are given any right to approve or disapprove any matter, or any arrangement or term is to be satisfactory to the Rating Agencies, the decision of Lender to approve or disapprove such matter or to decide whether arrangements or terms are satisfactory or not satisfactory, based upon Lender’s determination of Rating Agency criteria, shall be substituted therefore.

Section 11.3 Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST

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EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

CT Corporation System

111 Eighth Avenue

New York, NY 10011

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE AGENT IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 11.4 Modification, Waiver in Writing.

No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to or demand on Borrower shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

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Section 11.5 Delay Not a Waiver.

Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement in, or exercising any right, power, remedy or privilege under, this Agreement or any other Loan Document shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount. Lender shall have the right to waive or reduce any time periods that Lender is entitled to under the Loan Documents in its sole and absolute discretion.

Section 11.6 Notices.

All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “ Notice ”) required, permitted, or desired to be given hereunder shall be in writing (a) sent by electronic mail, (b) sent by registered or certified mail, postage prepaid, return receipt requested, (c) delivered by hand or (d) delivered by reputable overnight courier addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 11.6 . Any Notice shall be deemed to have been received: (i) if sent by electronic mail, on the date of sending the electronic mail if sent during business hours on a Business Day (otherwise on the next Business Day), provided that a copy of said Notice is also sent within one (1) Business Day by one of the methods provided in (b), (c) or (d) above, (ii) if sent by registered or certified mail, on the date of delivery or the date of the first attempted delivery, in either case on a Business Day (otherwise on the next Business Day), (iii) if delivered by hand, on the date of delivery if delivered during business hours on a Business Day (otherwise on the next Business Day), and (iv) if sent by an overnight commercial courier, on the next Business Day, in each case addressed to the parties as follows:

	If to Lender:	DOF IV REIT Holdings, LLC
		475 Fifth Avenue
		New York, New York 10017
		Attention: Abbey Kosakowski and Gianluca Montalti
		Email: AKosakowski@torchlightinvestors.com and
		GMontalti@torchlightinvestors.com

	With a copy to:	Windels Marx Lane & Mittendorf, LLP
		156 West 56th Street
		New York, New York 10019
		Attention: F. Robert Brusco, Esq.
		Email: rbrusco@windelsmarx.com

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	And an additional copy to Servicer:	Trimont Real Estate Advisors, Inc.
		One Alliance Center
		3500 Lenox Road, #G1
		Atlanta, Georgia 30326
		Attention: Eric Lind and Steven Lauer, Esq.
		Email: elind@trimontrea.com
		slauer@trimontrea.com

	If to Borrower:	Plymouth Industrial 20 LLC
		260 Franklin Street, 19th Floor
		Boston, Massachusetts 02210
		Attention: Jeffrey E. Witherell
		Email: jeff.witherell@plymouthrei.com

	With a copy (which shall not constitute notice) to:	Locke Lord LLP
		2200 Ross Avenue, Suite 2800
		Dallas, Texas 75201
		Attention: Kenneth L. Betts
		Email: kenneth.betts@lockelord.com

Section 11.7 Trial by Jury.

BORROWER AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 11.8 Headings.

The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

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Section 11.9 Severability.

Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 11.10 Preferences.

Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the Obligations. To the extent Borrower makes any payment to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the Obligations or a portion thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 11.11 Waiver of Notice.

Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to the applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 11.12 Remedies of Borrower.

In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where, by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedy shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender or its agent has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 11.13 Expenses; Indemnity.

(a) Borrower shall pay or, if Borrower fails to pay, reimburse Lender upon receipt of notice from Lender, for all reasonable, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Lender in connection with (i) Borrower and Mortgage Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with

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environmental and insurance requirements; (ii) Lender’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (iv) the filing and recording fees and expenses, title insurance and reasonable, fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation or otherwise, in each case against, under or affecting Borrower, Mortgage Borrower, this Agreement, any other Loan Document, the Collateral, the Property, or any other security given for the Loan; (vi) enforcing any obligations of, or collecting any payments due from, Borrower or Guarantor under this Agreement or the other Loan Documents or with respect to the Property, the Collateral or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or of any insolvency or bankruptcy proceedings; and (vii) securing Borrower’s compliance with any requests made by Lender pursuant to the provisions of this Agreement, including Section 9.1 , Section 11.29 or Section 11.30 hereof; provided , however , that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud, or willful misconduct of Lender. At Lender’s discretion, any such costs and expenses due and payable to Lender may be paid to Lender from any amounts in the Deposit Account, the Working Capital Account or the Substitute Cash Management Account.

(b) Borrower shall indemnify, defend and hold harmless Lender Indemnitees from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable, fees and expenses of counsel for any Lender Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Lender Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender Indemnitee in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, (ii) any misstatement or omission in any report, certificate, financial statement, other agreement, instrument or document or other materials or information provided by or on behalf of Borrower pursuant to this Agreement or any other Loan Document or in connection with the Loan, or (iii) the use or intended use of the proceeds of the Loan (collectively, the “ Indemnified Liabilities ”); provided , however , that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of the Lender Indemnitees. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Lender Indemnitees.

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(c) Borrower shall pay for or, if Borrower fails to pay, to reimburse Lender for any fees, costs and expenses of any Rating Agency in connection with any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the terms and conditions of this Agreement or any other Loan Document and Lender shall be entitled to require payment of such fees, costs and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation.

Section 11.14 Schedules Incorporated.

The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 11.15 Offsets, Counterclaims and Defenses.

Any assignee of Lender’s interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 11.16 No Joint Venture or Partnership.

(a) Borrower and Lender intend that the relationships created under the Loan Documents be solely that of borrower and lender. Nothing herein or in the Loan Documents shall be construed to create or give rise to (i) any joint venture, partnership, tenancy-in-common, or joint tenancy relationship, or any other relationship other than creditor/lender and debtor/borrower, between Lender and Borrower or any of its Affiliates, nor to grant Lender any interest in the Property or Collateral other than that of pledgee, beneficiary or lender, or (ii) any rights, duties or obligations of Lender to Borrower or any of its Affiliates of any kind or nature except as expressly set forth in the Loan Documents; and Borrower and its Affiliates agree never to institute or cause to be instituted or continue prosecution of any suit or cause of action or proceeding of any kind or nature whatsoever against Lender in its capacity as lender in contravention of the foregoing.

(b) The Loan Documents are solely for the benefit of Lender and nothing contained in the Loan Documents shall be deemed to confer upon anyone other than Lender any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan (and disburse the Substitute Reserve Funds, if any) hereunder are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan (or make any disbursement of Substitute Reserve Funds) in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

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(c) Borrower hereby acknowledges that an Affiliate of Lender (the “ TL Member ”) holds an equity ownership interest in Borrower as more particularly set forth in the organizational chart attached hereto as Schedule II. Borrower and its Affiliates hereby recognize, acknowledge and agree that Lender is a wholly separate and distinct Person, separate and distinct from the TL Member, Borrower and Borrower’s Affiliates, and that no claims of any kind or nature whatsoever of Borrower or its Affiliates against the TL Member or otherwise, shall give rise to any claims or defenses against Lender in its capacity as lender or otherwise or to any claims or defenses in any manner relating to or relevant to the Loan or the Loan Documents or in any manner be admissible in any proceeding relating to the Loan or the Loan Documents or the enforcement thereof; Borrower and its Affiliates agree never to institute or cause to be instituted or continue prosecution of any suit or cause of action or proceeding against Lender in its capacity as lender or otherwise in contravention of the foregoing.

(d) Borrower and its Affiliates hereby waive and release any and all defenses, affirmative defenses, set-offs, claims, counterclaims or causes of action of any kind of nature which Borrower or any of its Affiliates might assert against Lender in its capacity as lender, relating to the Loan or to the Loan Documents, or the enforcement by Lender of its rights and remedies thereunder, to the extent arising out of or relating to the fact and circumstance that the TL Member is a member of Borrower; and each of Borrower and its Affiliates covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or cause of action or proceeding of any kind or nature whatsoever against Lender in its capacity as lender in contravention of the foregoing.

Section 11.17 Publicity.

All news releases, publicity or advertising by Borrower or its Affiliates through any media which refers to the Loan, the Loan Documents or Lender or any of its Affiliates shall be subject to the prior approval of Lender. Borrower authorizes Lender to issue press releases, advertisements and other promotional materials in connection with Lender’s own promotional and marketing activities, including in connection with a Secondary Market Transaction, and such materials may describe the Loan in general terms or in detail and Lender’s participation therein in the Loan.

Section 11.18 Waiver of Marshalling of Assets.

To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Mortgage Borrower, Borrower’s partners, members and others with interests in Borrower, the Property and the Collateral, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Collateral in preference to every other claimant whatsoever.

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Section 11.19 Waiver of Offsets/Defenses/Counterclaims.

Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents or otherwise to offset any obligations to make the payments required by the Loan Documents. No failure by Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrower is obligated to make under any of the Loan Documents.

Section 11.20 Conflict; Construction of Documents; Reliance.

In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges and agrees that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any legal, beneficial or economic interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 11.21 Brokers and Financial Advisors.

Borrower hereby represents that, except for Oberon Securities (“ Broker ”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all liabilities, obligations, losses, damages, claims, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 11.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

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Section 11.22 Exculpation.

Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this Agreement, the Note, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under this Agreement, the Note, the Pledge Agreement and the other Loan Documents, or in the Collateral, or any other collateral given to Lender pursuant to the Loan Documents; provided , however , that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral, and in any other collateral given to Lender, and Lender, by accepting this Agreement, the Note, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with this Agreement, the Note, the Pledge Agreement or the other Loan Documents. The provisions of this Section 11.22 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of any guaranty or indemnity made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) impair the enforcement of the Pledge Agreement; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower, in order to fully realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its rights and remedies against the Collateral or any other collateral given to Lender pursuant to the Loan Documents; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including, attorneys’ fees and costs reasonably incurred) arising out of or in connection with, and Borrower shall be personally liable for, the following (all such liability and obligation of Borrower for any or all of the following being referred to herein as the “ Borrower’s Recourse Liabilities ”):

(i) the gross negligence or willful misconduct by or on behalf of Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial, any Key Principal, Guarantor or any Controlled Affiliate of any of the foregoing or any of their respective agents or representatives acting at the direction of any of the foregoing in connection with the Loan, the Property or the Collateral;

(ii) intentional material physical waste or willful destruction of the Property by Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial, any Key Principal, Guarantor or any Controlled Affiliate of any of the foregoing;

(iii) Following the occurrence of an Event of Default, Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial, any Key Principal, Guarantor or any Controlled Affiliate of any of the foregoing knowingly and in bad faith hinders or frustrates Lender’s exercise of its remedies under the Loan Documents, or raises or seeks a defense, judicial intervention or injunctive or other equitable relief of any kind, or asserts in a pleading filed in connection with a judicial proceeding any defense against Lender or any right in connection with any security for the Loan and the defense, judicial intervention or injunctive or other equitable relief or right raised or asserted is (a) frivolous, (b) without merit, or (c) is raised or asserted in bad faith;

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(iv) fraud, or intentional material misrepresentation by Borrower, Plymouth Industrial 20 Financial, Mortgage Borrower, any Key Principal Guarantor or any Controlled Affiliate of Borrower or Guarantor in connection with the Loan;

(v) the misappropriation, misapplication or conversion by Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial, any Key Principal, Guarantor, Asset Manager or any Controlled Affiliate of (A) any Insurance Proceeds paid by reason of any Casualty, (B) any Awards or other amounts received in connection with a Condemnation of all or a portion of the Property, (C) any Gross Revenue or other income with respect to the Property, (D) any security deposits, advance deposits or any other deposits collected with respect to the Property, (E) any proceeds of any disposition of all or a portion of the Property or the Collateral in violation of the Loan Documents, (F) any distributions in violation of Section 4.2.17 or (G) any other income or proceeds from any portion of the Property, in violation of the Loan Documents and/or the Mortgage Loan Documents;

(vi) any amendment, modification or termination of any of the Organizational Documents of Borrower, Mortgage Borrower or Plymouth Industrial 20 Financial or any partner or member of Borrower or Mortgage Borrower or Plymouth Industrial 20 Financial or any loan agreement or similar agreement binding on any such Person, in each case without the prior written consent of Lender, in its sole and absolute discretion, or any failure to maintain its status as a single purpose entity as approved by Lender;

(vii) a breach of any of the covenants set forth in Section 4.2.10 [ERISA] or Section 4.2.13 hereof [SPE];

(viii) Borrower’s or Mortgage Borrower’s failure to pay the Property Taxes or assessments affecting the Property that could create a Lien on the Property, but only the extent that there was sufficient cash flow from the Property to pay same. Borrower and Guarantor shall have no liability for such Property Taxes or assessments to the extent that sufficient amounts to pay such items were deposited with Lender pursuant to Article XI hereof and Lender failed to pay such Property Taxes or assessments;

(ix) any assertion by Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial, any Key Principal, Guarantor, or any Controlled Affiliate of any of the foregoing that the relationship between Lender and Borrower is anything other than that of a debtor and creditor arising under the Loan Documents;

(x) [intentionally omitted];

(xi) the failure to obtain Lender’s consent in connection with any amendment, modification or termination of the Mortgage Loan Documents;

(xii) the failure to obtain Lender’s consent in connection with any amendment, modification or termination of the Management Agreement or Asset Management Agreement, to the extent such consent is required under the Loan Documents;

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(xiii) the failure to obtain Lender’s consent in connection with the execution, amendment, extension or termination of any Lease or Material Agreement, to the extent such consent is required under the Loan Documents;

(xiv) the breach of any covenants set forth in Sections 2.7, 4.2.1, 4.2.5 , 11.7 or 11.19 hereof; and

(xv) any breach of any representation, warranty or covenant contained in Section 4(a), (b), (c), (g), (h), or (i) or Section 5(a), (b), (d) or (f) of any Pledge Agreement.

Notwithstanding anything to the contrary in this Agreement, the Note or any of the other Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b) or 1111(b) or any other provisions of the U.S. Bankruptcy Code or any other Bankruptcy Law to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Obligations in accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Borrower in the event that any of the following occurs (each, a “ Springing Recourse Event ”): (1) any Mortgage Borrower and/or Mortgage Loan Guarantor is released from its obligations under the Mortgage Loan without Lender’s prior written consent, other than in connection with the payment in full of the entire Principal Indebtedness (as defined in the Mortgage Loan Agreement), together with all accrued but unpaid interest thereon and all other amounts due under the Mortgage Loan Documents; (2) the failure to obtain Lender’s prior consent to any Transfer, except to the extent expressly permitted by this Agreement, or any violation of Section 5(b) of any Pledge Agreement or any of the due on sale provisions of the Loan Documents; (3) Borrower fails to obtain Lender’s prior consent to any Indebtedness or voluntary Lien encumbering the Property or the Collateral or any part thereof or interest therein (except for any Permitted Encumbrances) to the extent such Indebtedness or voluntary Lien is not otherwise expressly permitted under this Agreement or under the Loan Documents; (4) Borrower, Mortgage Borrower, Guarantor or Plymouth Industrial 20 Financial files a voluntary petition under the Bankruptcy Law; (5) Borrower, Mortgage Borrower, Guarantor, Plymouth Industrial 20 Financial, any Key Principal or any Controlled Affiliate, thereof files, or joins in the filing of, an involuntary petition against Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor under the Bankruptcy Law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor from any Person; (6) Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person under the Bankruptcy Law or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor from any Person; (7) Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial, Guarantor, any Key Principal or any Controlled Affiliate, thereof consents to or acquiesces in or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower, Mortgage Borrower or Plymouth Industrial 20 Financial or any portion of the Property or the Collateral; (8) Borrower, Mortgage Borrower, Plymouth Industrial 20 Financial or Guarantor makes a general assignment for the benefit of creditors, or admits publicly or

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in writing to any creditor or in any action or proceeding, its insolvency or inability to pay its debts as they become due; (9) any two (2) of the three (3) Key Principals are no longer employed in such capacity for any reason during the term of the Loan, other than as a result of death or disability; (10) the failure or refusal of Borrower, any Mortgage Borrower, Plymouth Industrial 20 Financial, any Guarantor or any of their Affiliates to cooperate fully and completely with Lender (or its Affiliates) in effectuating all of the provisions of Section 4.2 of the JV Agreement, Section 4.1.32 of this Agreement or Section 4.1.33 of this Agreement, including, without limitation, the delivery to Lender of the Updated Mosteller Documents and/or the Updated Pledge Documents; and (11) any action by Borrower, any Mortgage Borrower, Plymouth Industrial 20 Financial, any Guarantor or any of their Affiliates or the assertion of any defense or claim by any of the foregoing that hinders, delays or interferes with the Lender’s (or its Affiliates’) enforcement of its rights under Section 4.2 of the JV Agreement, Section 4.1.32 of this Agreement or Section 4.1.33 of this Agreement.

Section 11.23 Prior Agreements.

This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Term Sheet dated June 7, 2016 between Plymouth Industrial OP, LP and Torchlight Investors, LLC, are superseded by the terms of this Agreement and the other Loan Documents.

Section 11.24 Servicer.

(a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “ Servicer ”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents, the right to receive from Borrower the Servicer Fees, to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “ Servicing Agreement ”) between Lender and Servicer. The initial Servicer shall be Trimont Real Estate Advisors, Inc. Borrower shall be responsible for (i) any set-up fees or any other initial costs relating to or arising under the Servicing Agreement, (ii) the monthly and/or regularly scheduled servicing fees and any other reasonable out-of-pocket costs and expenses relating to or arising under the Servicing Agreement and (iii) all reasonable out-of-pocket costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees and interest payable on advances made by the Servicer or the trustee with respect to (A) delinquent debt service payments or expenses of curing Borrower’s Event of Default under the Loan Documents, payable by Lender to Servicer or a trustee and provided for under the Servicing Agreement or expenses paid by Servicer or a trustee in respect of the protection and preservation of the Property (including, without limitation, payments of Property Taxes and Insurance Premiums and interest payable on advances made by Servicer), (B) as a result of an Event of Default under the Loan or the

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Loan becoming specially serviced, an enforcement, refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents or of any insolvency or bankruptcy proceeding, (C) any special requests made by Borrower, any other Loan Party or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan or (D) the reasonable out-of-pocket costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of reasonable out-of-pocket costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents.

(b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor pursuant to the provisions of this Agreement and the other Loan Documents.

(c) Provided Borrower shall have been given notice of Servicer’s address by Lender, Borrower shall deliver, or cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower or Guarantor may or shall be required to deliver to Lender pursuant to this Agreement and the other Loan Documents (and no delivery of such notices or other documents and instruments by Borrower or Guarantor shall be of any force or effect unless delivered to Lender and Servicer as provided above).

Section 11.25 Joint and Several Liability.

If Borrower consists of more than one (1) Person, the representations, warranties, covenants, obligations and liabilities of each Person shall be joint and several.

Section 11.26 Creation of Security Interest.

Notwithstanding any other provision set forth in this Agreement, the Note, the Pledge Agreement or any of the other Loan Documents, Lender may at any time grant a security interest in all or any portion of its rights under this Agreement, the Note, the Pledge Agreement or any of the other Loan Documents (including, without limitation, the payments owing to it) (a) to any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or to the central reserve bank or similar authority of any other country to secure any obligation of Lender or its Affiliates to such bank or similar authority or (b) to secure any borrowing by Lender or its Affiliates from any company that purchases or funds financial assets by issuing commercial paper.

Section 11.27 Register.

(a) Lender or a designated successor of any obligations pursuant to this Section 11.27 , solely for this purpose as agent of Borrower, shall maintain at one of its offices a copy of each assignment of the Note delivered to it and a register for the recordation of the names and addresses of the transferees in such assignment, and the principal amounts of the

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Loan owing to, each transferee in such assignment pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and Borrower, Lender and each transferee in an assignment may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower at any reasonable time and from time to time upon reasonable prior notice. It is intended that this Section 11.27 constitute a “book entry system” within the meaning of Treasury Regulations Section 5f.103-1(c) and shall be interpreted consistently therewith.

(b) Each Lender that grants a participation pursuant to Section 9.1(a) shall maintain a register as an agent of Borrower on which it enters the name and address of each Participant and the principal and interest amount of each Participant's interest in such Lender's Commitment and/or the Loans, as applicable (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose any portion of the Participant Register to any Person except to the extent such disclosure is made in connection with establishing that the Loan hereunder is in registered form for United States federal income tax purposes. The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Section 11.28 Set-Off.

In addition to any other rights and remedies of Lender provided by the Loan Documents and by law, Lender shall have the right, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Borrower hereunder or under the other Loan Documents (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Lender or any Affiliate of Lender to or for the credit or the account of Borrower. Lender agrees to promptly notify Borrower after any such set-off and application made by Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Section 11.29 Component Notes.

Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.30 hereof), Lender shall have the right, at any time and in its sole and absolute discretion, to require Borrower to execute and deliver new component notes (including senior and junior notes) to replace the original note or modify the original note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that such component notes shall not (A) increase the initial weighted average interest rate or change the amortization of principal set forth herein or in the Note (except that the weighted average interest rate or the amortization of principal may subsequently change due to involuntary prepayments or if an Event of Default shall occur) or (B) amend or otherwise modify any other material economic

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term of the Loan. Borrower, at its sole cost and expense, shall cooperate with all reasonable requests of Lender in order to establish the component notes and shall execute and deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the severance of security documents); provided that no such delivery shall materially increase Borrower’s liabilities and obligations or materially decrease Borrower’s rights and privileges, in each case from what is contemplated under the Loan Documents. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to, make and execute all documents necessary or desirable to establish the component notes as described in this Section 11.29 , Borrower ratifying all that its said attorney shall do by virtue thereof.

Section 11.30 Waiver of Rights, Defenses and Claims.

Borrower hereby unconditionally and irrevocably waives all rights, defenses and claims that Borrower may have based on the fact that certain terms and provisions of the Mortgage Loan Agreement, including without limitation certain definitions set forth in Section 1.1 of the Mortgage Loan Agreement, are incorporated into this Agreement by reference.

Section 11.31 Approvals; Third Parties; Conditions.

(a) All approval rights retained or exercised by Lender with respect to any Leases, contracts, plans, studies and other matters are solely to facilitate Lender’s credit underwriting, and shall not be deemed or construed as a determination that Lender has passed on the adequacy thereof for any other purpose and may not be relied upon by Borrower or any other Person.

(b) This Agreement and the other Loan Documents are for the sole and exclusive use of Borrower and Lender and may not be enforced, nor relied upon, by any other Person. Nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon any Person other than Borrower and Lender any right to insist upon or to enforce the performance or observance of any of the terms, covenants and conditions contained herein or therein. All conditions to the obligations of Lender hereunder or under the other Loan Documents are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions or be entitled to assume that Lender will refuse to make the Loan (or, if applicable, make any advances) or otherwise perform or satisfy such obligations in the absence of strict compliance with any or all of such conditions and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender at any time in Lender’s sole and absolute discretion.

Section 11.32 Limitation on Liability of Lender’s Officers, Employees, etc.

Any obligation or liability whatsoever of Lender which may arise at any time under this Agreement or any other Loan Document shall be satisfied, if at all, out of Lender’s interest in the Collateral only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, any other asset or property of Lender or the asset or property of any of Lender’s shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise.

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Section 11.33 Certain Additional Rights of Lender (VCOC).

Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower; provided , however , that such consultations shall not include discussions of environmental compliance programs or disposal of Hazardous Substances. Consultation meetings should occur on a regular basis with Lender having the right to call special meetings at any reasonable times upon reasonable notice;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property).

The rights described above in this Section 11.33 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

Section 11.34 Right of First Refusal to Provide Future Financing.

(a) Financing Right of First Refusal . Torchlight shall have a right of first refusal (but no obligation) with respect to any refinancing of the Loan or Mortgage Loan or alternate recapitalization that may be proposed from time to time from any source with respect to the Property or the Collateral (collectively, any such financing, whether in the form of senior or subordinate financing or an equity investment is hereinafter referred to as the “ Future Financing ”). Borrower shall, and shall cause Mortgage Borrower to, notify Torchlight in writing (the “ ROFR Financing Notice ”) of its intention to obtain any such Future Financing, and in conjunction therewith, provide Torchlight with at least two (2) competitive bona fide arm’s length term sheets from third party lenders or investors (each, a “ Competitive Offer ”, and collectively, the “ Competitive Offers ”), and offer to Torchlight (in each case, a “ Financing Right of First Refusal ”) the opportunity to consider whether or not Torchlight will provide such Future Financing. Borrower shall not, and shall not permit Mortgage Borrower to, consummate any Future Financing without first having complied with the provisions of this Section 11.34 .

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(b) Financing Right of First Refusal Procedure . The Financing Right of First Refusal shall be subject to the procedures set forth below:

(i) As and when Borrower and/or Mortgage Borrower determines that it will seek to obtain Future Financing and, in connection therewith, receives the Competitive Offers, Borrower shall, and shall cause Mortgage Borrower to, promptly send to Lender the ROFR Financing Notice and the applicable Competitive Offers.

(ii) Upon receipt of the ROFR Financing Notice and the applicable Competitive Offers, Lender shall have the right to request within fifteen (15) Business Days of receipt thereof, and Borrower shall provide or cause to be provided, all information and materials relating to Borrower, Mortgage Borrower and their direct principals and the Property and Collateral that Lender shall reasonably require in order to evaluate whether or not it will seek to obtain the requisite internal approvals (the “ Internal Approvals ”) to extend the Future Financing (collectively, the “ ROFR Information and Materials ”) and Borrower shall, and cause Mortgage Borrower to, reasonably cooperate with Lender in providing the ROFR Information and Materials. Such ROFR Information and Materials shall be made available to Lender within five (5) Business Days of Lender’s request thereof.

(c) After the receipt by Lender of the Competitive Offers and the ROFR Information and Materials, Lender shall have a period of fifteen (15) Business Days within which to evaluate whether to provide such Future Financing and issue a term sheet to Borrower and/or Mortgage Borrower, as applicable, setting forth then current market terms (as evidenced by the Competitive Offers) and such other terms and conditions typically required by Lender to provide such Future Financing (the “ TL Term Sheet ”). In the event that Lender delivers the TL Term Sheet to Borrower and/or Mortgage Borrower, as applicable, in accordance with this Section 11.34 , Borrower and/or Mortgage Borrower, as applicable, shall deliver a good faith deposit to Lender within two (2) Business Days following receipt of the TL Term Sheet and, within ninety (90) days thereafter, Borrower and/or Mortgage Borrower, as applicable, and Lender shall use commercially reasonable efforts to close the Future Financing, subject to the terms set forth in the TL Term Sheet, by entering into Lender’s customary loan documents. In the event Lender and Borrower and/or Mortgage Borrower, as applicable, are unable to close the Future Financing described in the immediately preceding sentence for any reason other than either party’s intentional bad faith, Borrower and/or Mortgage Borrower, as applicable, shall have the ability to enter into the Future Financing with another Person pursuant to one of the Competitive Offers initially received by Borrower or Mortgage Borrower, provided however, that if Borrower and/or Mortgage Borrower, as applicable, is unable to close such Future Financing with such Person within ninety (90) days of Borrower’s and/or Mortgage Borrower’s, as applicable, and Lender’s failure to consummate such Future Financing, the Financing Right of First Refusal shall be reinstated and shall continue to be in full force and effect with respect to any subsequent Future Financing.

(d) No Obligation . Lender shall not be liable in any manner whatsoever for (i) failure to deliver any notice or documents specified herein or (ii) its failure to continue to consider whether or not it will commit to extend the Future Financing.

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Section 11.35 [Intentionally Omitted]

Section 11.36 Dissemination of Information .

(a) At any time during the term of the Loan, Lender may forward to (i) each actual or prospective purchaser, transferee, assignee, servicer, participant, counterparty or investor in a Secondary Market Transaction, (ii) any Rating Agency rating such securities, or (iii) any actual or prospective investor in Lender (individually, an “ Investor ” and collectively, the “ Investors ”), any organization maintaining databases on the underwriting and performance of commercial loans, trustee, counsel, accountant, and each actual and prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Loan, Borrower, any direct or indirect equity owner of Borrower, any Guarantor, any Indemnitor and the Property, which shall have been furnished by Borrower any Affiliate of Borrower, any Guarantor, any Indemnitor, or any party to any Loan Document, or otherwise furnished in connection with the Loan, as Lender in its discretion determines necessary or desirable.

(b) In the event Borrower fails to execute and deliver such documents described in this Agreement, including, without limitation, Section 9.1 and Section 11.29 , to Lender within ten (10) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN TEN (10) BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 11.36 after the expiration of ten (10) Business Days after the second notice thereof.

XII. MORTGAGE LOAN

Section 12.1 Compliance With Mortgage Loan Documents.

Borrower shall (or shall cause Mortgage Borrower to) (a) pay all principal, interest and other sums required to be paid by Mortgage Borrower under and pursuant to the provisions of the Mortgage Loan Documents; (b) diligently perform and observe all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed and observed, unless such performance or observance shall be waived in writing by Mortgage Lender; (c) promptly notify Lender of the giving of any notice by Mortgage Lender to Mortgage Borrower, Mortgage Loan Guarantor, Borrower or Guarantor of any Mortgage Loan Event of Default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed or observed and deliver to Lender a true copy of each such notice; (d) deliver a

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true, correct and complete copy of all notices, demands, requests or material correspondence (including electronically transmitted items) given or received by Mortgage Borrower, Mortgage Loan Guarantor or any Affiliate to or from the Mortgage Lender or its agent; (e) not amend. modify, terminate, enter into or be bound by any Mortgage Loan Document that is not approved by Lender in writing; and (f) deliver (or shall cause Mortgage Borrower to deliver) to Lender all of the financial statements, reports, certificates and related items delivered or required to be delivered by Mortgage Borrower to Mortgage Lender under the Mortgage Loan Documents as and when due under the Mortgage Loan Documents. Without limiting the foregoing, Borrower shall cause Mortgage Borrower to fund all reserves required to be funded pursuant to the Mortgage Loan Documents. In the event of a refinancing of the Mortgage Loan permitted by the terms of this Agreement, to the extent not applied by Mortgage Lender in accordance with the Mortgage Loan Documents, Borrower will cause all reserves on deposit with Mortgage Lender to be utilized by such Mortgage Borrower to reduce the amount due and payable to the Mortgage Lender or alternatively shall be remitted to Lender as a mandatory prepayment of the Loan.

Section 12.2 Mortgage Loan Defaults .

(a) Borrower agrees to notify Lender promptly upon the occurrence of any Mortgage Loan Event of Default under the Mortgage Loan Documents. Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations under the Loan Documents, if any Mortgage Loan Event of Default occurs and is continuing under the Mortgage Loan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation to (A) pay all or any part of the Mortgage Loan and any other sums that are then due and payable thereunder, and perform any act or take any action on behalf of Borrower and/or Mortgage Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed or observed thereunder to be promptly performed or observed, and (B) pay any other amounts and take any other action as Lender , in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 12.2 (including attorneys’ fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, (v) shall be secured by the Loan Documents, (vi) shall be paid to Lender within two (2) Business Days following demand therefor and (vii) shall be referred to herein as “ Protective Advances ”. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Mortgage Borrower to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Mortgage Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default, Mortgage Loan Event of Default or asserted default or Mortgage Loan Event of Default under the Mortgage Loan. In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against any Collateral and Mortgage Borrower in addition to all other rights Lender may have under the Loan Documents or applicable law.

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(b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to Borrower, Guarantor, Mortgage Borrower, Plymouth Industrial 20 Financial or any other party to make any such payment or performance.

(c) Any default or breach by Mortgage Borrower under the Mortgage Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to such Mortgage Borrower under the Mortgage Loan Documents shall constitute an Event of Default hereunder, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower, on behalf of Mortgage Borrower, hereby grants to Lender and its designees the right to enter upon the Property at any time following the occurrence and during the continuance of any Mortgage Loan Event of Default under the Mortgage Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Mortgage Borrower’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this Section (including communicating with Mortgage Lender with respect to any Mortgage Loan defaults or Mortgage Loan Events of Default), without prior notice to, or consent from, Borrower or Mortgage Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender.

(d) If Lender shall receive a copy of any notice of default or Mortgage Loan Event of Default under the Mortgage Loan Documents sent by Mortgage Lender (or its servicer), such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 12.2 .

Section 12.3 Mortgage Loan Estoppels .

Borrower shall (or shall cause Mortgage Borrower to), from time to time, use commercially reasonable efforts to obtain from Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower expressly representing to Lender the information requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including

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attorneys' and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was misrepresented in any material respect, or which warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower.

Section 12.4 Amendment to Mortgage Loan Documents .

Borrower shall cause Mortgage Borrower to provide Lender with a copy of any amendment or modification to the Mortgage Loan Documents (which amendment or modification has been approved by Lender in accordance with the terms hereof) within five (5) days after the execution thereof; provided, however, nothing herein shall permit Mortgage Borrower to amend or modify the Mortgage Loan Documents without Lender’s prior written consent.

Section 12.5 Acquisition of Mortgage Loan .

(a) Neither Borrower, Guarantor, Mortgage Borrower, Mortgage Loan Guarantor or any Affiliate (excluding Lender and Lender’s Affiliates) of any of them shall acquire or agree to acquire the Mortgage Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the holder of the Mortgage Loan, via purchase, transfer, exchange or otherwise, and any breach or attempted breach of this provision shall constitute an Event of Default hereunder. If, solely by operation of applicable subrogation law, Borrower or Mortgage Borrower or any Affiliate of any of them shall have failed to comply with the foregoing, then Borrower: (i) shall immediately notify Lender of such failure; and (ii) shall cause any and all such prohibited parties acquiring any interest in the Mortgage Loan Documents: (A) not to enforce the Mortgage Loan Documents; and (B) upon the request of Lender, to the extent any of such prohibited parties has or have the power or authority to do so, to promptly: (1) cancel the promissory note evidencing the Mortgage Loan, (2) reconvey and release the lien securing the Mortgage Loan and any other collateral under the Mortgage Loan Documents, and (3) discontinue and terminate any enforcement proceeding(s) under the Mortgage Loan Documents.

(b) Lender shall have the right at any time to acquire all or any portion of the Mortgage Loan or any interest in any holder of, or participant in, the Mortgage Loan without notice or consent of Borrower or any other Loan Party in which event Lender shall have and may exercise all rights of Mortgage Lender thereunder (to the extent of its interest), including the right, in accordance with the Mortgage Loan Documents, (i) to declare that the Mortgage Loan is in default and (ii) to accelerate the Mortgage Loan indebtedness, in accordance with the terms thereof and (iii) to pursue all remedies against any obligor under the Mortgage Loan Documents. In addition, Borrower hereby expressly agrees that any claims, counterclaims, defenses, offsets, deductions or reductions of any kind which Mortgage Borrower or any other Person may have against Mortgage Lender relating to or arising out of the Mortgage Loan shall be the personal obligation of Mortgage Lender, and in no event shall such Mortgage Borrower be entitled to bring, pursue or raise any such claims, counterclaims, defenses, offsets, deductions or reductions against Lender or any Affiliate of Lender or any other Person as the successor holder of the Mortgage Loan or any interest therein, provided that such Mortgage Borrower may seek specific performance of its contractual rights under the Mortgage Loan Documents

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Section 12.6 [Intentionally Omitted] .

Section 12.7 Refinancing or Prepayment of the Mortgage Loan .

Except (i) for prepayments made pursuant to the Mortgage Loan Partial Release Agreement or Sections 5.1.16 or 5.1.17 of the Mortgage Loan Agreement (ii) for refinancing the Mortgage Loan on the Maturity Date, (iii) for scheduled monthly debt service payments of principal and interest then due and payable and (iv) to the extent expressly permitted pursuant to the terms of this Agreement, neither Borrower, Guarantor nor Mortgage Borrower shall make any partial or full prepayments of amounts owing under the Mortgage Loan or refinance the Mortgage Loan without the prior written consent of Lender.

Section 12.8 Intercreditor Agreement .

Borrower hereby acknowledges and agrees that (a) the Intercreditor Agreement, together with any provisions in the Loan Documents that (i) state they are for the benefit of Mortgage Lender and/or (ii) are subject to any of the Mortgage Loan Documents or the rights of Mortgage Lender, will be solely for the benefit of Lender and Mortgage Lender, (b) neither Borrower nor Mortgage Borrower shall be intended third-party beneficiaries of any such provisions contained herein or in the Intercreditor Agreement, and (c) neither Borrower nor Mortgage Borrower shall have any rights hereunder or thereunder or shall be entitled to rely on any such provisions contained herein or therein. Neither Lender nor Mortgage Lender shall have any obligation to disclose to Borrower or Mortgage Borrower the contents of the Intercreditor Agreement. Borrower’s obligations hereunder are and will be independent of the Intercreditor Agreement and shall remain unmodified by the terms and provisions thereof.

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

LENDER:

DOF IV REIT HOLDINGS, LLC , a Delaware limited liability company

By: _____________________________

Name:

Title:

BORROWER:

PLYMOUTH INDUSTRIAL 20 LLC ,

a Delaware limited liability company

By: _____________________________

Name:

Title:

PROMISSORY NOTE

$30,000,000.00		New York, New York
		October 17, 2016

FOR VALUE RECEIVED PLYMOUTH INDUSTRIAL 20 LLC , a Delaware limited liability company, as maker, having an address at 260 Franklin Street, 19 ^th Floor, Boston, Massachusetts 02110 (“ Borrower ”), hereby unconditionally promises to pay to DOF IV REIT Holdings, LLC , a Delaware limited liability company, as lender, having an address at 475 Fifth Avenue, New York, New York 10017 (“ Lender ”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of Thirty Million and 00/100 Dollars ($30,000,000.00), in lawful money of the United States of America, with interest thereon to be computed from the date of this Note at the Interest Rate, and to be calculated and paid in accordance with the terms of this Note and that certain Mezzanine Loan Agreement dated the date hereof between Borrower and Lender (as the same may hereafter be amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time, the “ Loan Agreement ”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.

ARTICLE 1: PAYMENT TERMS

Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sum of this Note from time to time outstanding at the rates, at the times and in the manner specified in the Loan Agreement and the outstanding balance of the principal sum of this Note and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date pursuant to the Loan Agreement.

ARTICLE 2: DEFAULT AND ACCELERATION

The Debt shall without notice become immediately due and payable at the option of Lender if any payment required in this Note is not paid on or prior to the date when due or if not paid on the Maturity Date or on the happening of any other Event of Default.

ARTICLE 3: SECURITY

This Note is secured by the Pledge Agreement and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the Pledge Agreement and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein.

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ARTICLE 4: SAVINGS CLAUSE

Notwithstanding anything to the contrary contained herein or in any other Loan Document, (a) all agreements between Borrower and Lender are hereby and shall automatically be limited so that, after taking into account all amounts deemed interest on account of the Debt, the interest contracted for, charged or received by Lender shall never exceed the Maximum Legal Rate, (b) in calculating whether any interest exceeds the Maximum Legal Rate, all such interest shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Borrower to Lender so that the rate of interest does not exceed the Maximum Legal Rate, and (c) if through any contingency or event, Lender receives or is deemed to receive interest in excess of the Maximum Legal Rate, any such excess shall be deemed to be immediately reduced to such Maximum Legal Rate and any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Borrower to Lender, or if there is no such indebtedness, shall immediately be returned to Borrower.

ARTICLE 5: NO ORAL CHANGE

This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

ARTICLE 6: WAIVERS

Borrower and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind. No release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Lender or any other Person shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower or any other Person who may become liable for the payment of all or any part of the Debt under this Note, the Loan Agreement or the other Loan Documents. No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note, the Loan Agreement or the other Loan Documents. If Borrower is a partnership or limited liability company, the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the individuals comprising the partnership or limited liability company, and the term “Borrower,” as used herein, shall include any alternate or successor partnership or limited liability company, but any predecessor partnership or limited liability company and their partners or members shall not thereby be released from any liability. If Borrower is a corporation, the agreements contained herein shall remain in full force and be applicable notwithstanding any changes in the shareholders comprising, or the officers and directors relating to, the corporation, and the term “Borrower,” as used herein, shall include any alternative or successor corporation, but any predecessor corporation shall not be relieved of liability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in such partnership, limited liability company or corporation, which may be set forth in the Loan Agreement, the Pledge Agreement or any other Loan Document.)

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ARTICLE 7: TRANSFER

Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer, Lender may deliver all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred.

ARTICLE 8: EXCULPATION

The provisions of Section 11.22 of the Loan Agreement are hereby incorporated by reference into this Note to the same extent and with the same force as if fully set forth herein.

ARTICLE 9: GOVERNING LAW

(A) THIS NOTE WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THIS NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS NOTE MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

CT CORPORATION SYSTEM

111 EIGHTH AVENUE

NEW YORK, NEW YORK 10011

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AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

ARTICLE 10: Waiver of Right To Trial By Jury

BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE, THE PLEDGE AGREEMENT, THE LOAN AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.

ARTICLE 11: JOINT AND SEVERAL

If one or more Person has executed this Note as “Borrower”, the obligations of all such Persons hereunder shall be joint and several.

ARTICLE 12: NOTICES

All notices or other written communications hereunder shall be delivered in accordance with Section 11.6 of the Loan Agreement.

ARTICLE 13: TIME OF ESSENCE

Time is of the essence with respect to Borrower’s obligations under this Note.

[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]

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IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first above written.

BORROWER :

PLYMOUTH INDUSTRIAL 20 LLC ,

a Delaware limited liability company

By:_______________________________
Name:
Title:

Acknowledgment

STATE OF ________ )

) ss.:

COUNTY OF _______ )

On the _____ day of October in the year 2016 before me, the undersigned, personally appeared _______________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person on behalf of which the individual acted, executed the instrument.

______________________________
Notary Public

My Commission Expires:

______________________

PLYMOUTH INDUSTRIAL REIT, INC.

260 FRANKLIN STREET, 6 ^th FLOOR

BOSTON, MASSACHUSETTS 02110

Tel.: 617-340-6343

Fax: 617-936-4142

March 3, 2017

Via Electronic Mail:

gmontalti@torchlightinvestors.com

Torchlight Investors, LLC

475 Fifth Avenue, 10 ^th Floor

New York, NY 10017

Attn.: Gianluca Montalti

RE: Plymouth Industrial REIT, Inc. (“Plymouth REIT”)

Dear Mr. Montalti:

This letter (the “Letter Agreement”) sets forth our mutual understanding of the basic terms and conditions, as enumerated below, under which Torchlight Investors, LLC and/or its affiliated entities (collectively, “Torchlight”) and Plymouth REIT and/or its affiliated entities (collectively, “ Plymouth”) will seek to modify the terms and conditions of certain agreements dated as of October 17, 2016 entered into between such parties in order to achieve the objective of structuring and proceeding with an initial public offering of shares of Plymouth REIT (the “ Plymouth REIT IPO ”), with D. A. Davidson & Co. serving as lead underwriter (“Davidson”) subject, in all cases, to the consent, if required,of any holder of existing indebtedness secured by the assets of Plymouth. All capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed thereto in that certain Limited Liability Company Agreement of Plymouth Industrial 20 LLC dated October 17, 2016 (the “ Pl 20 LLC Agreement ”).

1. Subject to a formal agreement, DOF IV Plymouth PM, LLC will seek to (1) extend the Redemption Date for a period of 120 days and (ii) modify the Redemption Price to equal $25,000,000, with no further increases relating to dividends, interest or other costs arising from the passage of time. Of the aforesaid $25,000,000 Redemption Price, $17,500,000 will be redeemed in the form of a payment in cash, payable from the net proceeds of the Plymouth REIT IPO and $7,500.000 will be converted into new shares of common stock in Plymouth REIT. These shares of common stock shall be subject to the terms and conditions outlined in the D. A. Davidson engagement letter dated February 21, 2017, which is attached hereto as Exhibit A .

2. Torchlight and Plymouth will seek to identify potential joint venture acquisition

Opportunities and evaluate such potential opportunities on a case by case basis.

3. Torchlight agrees to fund certain expenses necessary to launch the Plymouth REIT IPO and for purposes of working capital related to the operations of Plymouth (“ TL Advanced Funds ”) as specifically set forth in the budget attached hereto as Exhibit B (the “ TL Advance Budget ”). Such funds shall be disbursed in the amounts and within two (2) Business Days of The dates specifically set forth for each line item in the TL Advance Budget. Within two (2) Business Days of Torchlight’s receipt of a fully executed copy of this Letter Agreement, an Amount equal to $100,000 shall be funded directly to Marcum LLP (the auditors engaged by Plymouth REIT in connection with the Plymouth REIT IPO).

4. Upon the closing of the Plymouth REIT IPO, Torchlight shall be reimbursed, on a priority basis, from the proceeds of the Plymouth REIT IPO for all TL Advanced Funds which do not constitute funds advanced for purposes of working capital related to the operations ofPlymouth

5. With respect to that certain mezzanine loan in the same amount of $30,000,000 made by DOF IV REIT Holdings, LLC (“DOF IV”) to Plymouth Industrial 20 LLC (the “Mezzanine Loan”), DOF IV will seek to convert its TL Participation Interest (as defined in the TL Participation Agreement) into “warrants” of equivalent value in connection with the Plymouth REIT IPO upon the closing of the Plymouth REIT IPO. Except as specifically described above, the Mezzanine Loan shall remain unmodified and in full, force and effect. The Plymouth REIT IPO, if closed, will be subject to (i) the Mezzanine Loan, and (ii) that certain mortgage loan in the amount of $120,000,000 made by American General Life Insurance Company et al. to the Fee Subsidiaries.

Kindly indicate your agreement to the above-referenced terms and conditions by executing and returning a copy of this Letter Agreement to the undersigned. It is our mutual understanding that all parties will work diligently with counsel to execute formal documents relating to the above material items as expeditiously as possible.

Thank you very much.

Very truly yours,

Jeffrey E. Witherell

Chief Executive Officer

Plymouth Industrial REIT, Inc.

Acknowledged and Agreed to:

___________________________

Gianluca Montalti, on behalf of

Torchlight Investors, LLC

Exhibit 23.3

INDPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the inclusion in this Registration Statement of Plymouth Industrial REIT, Inc. (formerly Plymouth Opportunity REIT, Inc.) on Form S-11, Amendment No. 4 (File No. 333-196798) of our report dated March 29, 2017 with respect to our audit of the consolidated financial statement of Plymouth Industrial REIT, Inc. as of December 31, 2016 and for the year then ended which report appears in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to our Firm under the headings “Experts,” “Summary Selected Financial Information, “and “Selected Financial Information” in such Prospectus.

/s/ Marcum LLP

Marcum LLP

Boston, Massachusetts

March 29, 2017

Exhibit 99.1

CONSENT OF DIRECTOR

I, Philip S. Cottone, hereby consent to be a director of Plymouth Industrial REIT, Inc. upon the consummation of its initial listed public offering and to the inclusion of my name and biography in the Registration Statement on Form S-11 (File No. 333-196798) and related prospectus of Plymouth Opportunity REIT, Inc. for such offering

/s/ Philip S. Cottone

Philip S. Cottone

Boston, Massachusetts

March 27, 2017

Exhibit 99.2

CONSENT OF DIRECTOR

I, Richard J. DeAgazio, hereby consent to be a director of Plymouth Industrial REIT, Inc. upon the consummation of its initial listed public offering and to the inclusion of my name and biography in the Registration Statement on Form S-11 (File No. 333-196798) and related prospectus of Plymouth Opportunity REIT, Inc. for such offering

/s/ Richard J. DeAgazio

Richard J. DeAgazio

Boston, Massachusetts

March 27, 2017

Exhibit 99.3

CONSENT OF DIRECTOR

I, David G. Gaw, hereby consent to be a director of Plymouth Industrial REIT, Inc. upon the consummation of its initial listed public offering and to the inclusion of my name and biography in the Registration Statement on Form S-11 (File No. 333-196798) and related prospectus of Plymouth Opportunity REIT, Inc. for such offering

/s/ David G. Gaw

David G. Gaw

Boston, Massachusetts

March 27, 2017