0000950153-08-001163 Sample Contracts

ORANGE REIT, INC. 78 Okner Parkway Livingston, NJ 07039 Common Shares Agency Agreement
Orange REIT, Inc. • June 25th, 2008 • Real estate investment trusts • New York

The purpose of this agreement (the “Agreement”) is to confirm the appointment of Orchard Securities, LLC, a Utah limited liability company (the “Exclusive Managing Agent”) by Orange REIT, Inc., a Maryland Corporation, (the “Company”) in connection with the Offering described herein on the above date (the “Engagement Date”) under the terms and conditions set forth herein. The Company and Exclusive Managing Agent desire to, and hereby do, agree as follows:

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M&T Trust Company of Delaware Escrow Agreement
Escrow Agreement • June 25th, 2008 • Orange REIT, Inc. • Real estate investment trusts • New York

THIS ESCROW AGREEMENT (“Agreement”) is entered into as of ___________, 2008, by and among Orange REIT, Inc. (“Issuer”), with a mailing address of 78 Okner Parkway, Livingston, NJ, 07039, attention: Marlene Laveman; Orchard Securities, LLC (“Managing Agent”), with a mailing address of 150 West Civic Center Drive, Suite 104, Salt Lake City, UT 84070 attention: Kevin C. Bradburn; and M&T Trust Company of Delaware (“Escrow Agent”), with a mailing address of 1220 North Market St, Suite 202, Wilmington, DE 19801, attention: Rita Marie Ritrovato / Joan Wilson.

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