LoanCore Realty Trust, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 9th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 2015, by and between LoanCore Realty Trust, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).

15,000,000] Shares LoanCore Realty Trust, Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • June 24th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

LoanCore Realty Trust, Inc., a Maryland corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [15,000,000] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [2,250,000] additional shares of Common Stock (the “Option Shares”) as set forth below.

MANAGEMENT AGREEMENT by and between LoanCore Realty Trust, Inc. and LoanCore Advisors, LLC
Management Agreement • June 24th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of [●], 2015, by and between LoanCore Realty Trust, Inc., a Maryland corporation (the “Company”), and LoanCore Advisors, LLC, a Delaware limited liability company (the “Manager”).

COLLATERAL MANAGEMENT AGREEMENT
Collateral Management Agreement • June 9th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

This Collateral Management Agreement, dated as of December 6, 2013 (this “Agreement”), is entered into by and between DIVCORE CLO 2013-1, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (together with successors and assigns permitted hereunder, the “Issuer”) and DIVCORE SUBORDINATE DEBT CLUB I ADVISORS, LLC, a limited liability company organized under the laws of the State of Delaware (together with its successors and assigns, the “Collateral Manager” or “DivCore CM”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture, dated as of the date hereof (the “Indenture”), by and among the Issuer, DivCore CLO 2013-1, LLC, as co-issuer (the “Co-Issuer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar,

MASTER REPURCHASE and securities contract AGREEMENT among
Master Repurchase and Securities Contract Agreement • June 22nd, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of June 15, 2015 and is made by and among MORGAN STANLEY BANK, N.A., as buyer (together with its successors and permitted assigns, “Buyer”) and LCRT Warehouse II LLC, a Delaware limited liability company, as seller (“Seller”).

GUARANTY AGREEMENT
Guaranty Agreement • June 22nd, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT, dated as of June 15, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by LCRT Holdings LLC, a Delaware limited liability company (“Subsidiary Guarantor”) and LOANCORE REALTY TRUST, INC., a Maryland corporation (“Parent Guarantor”, and together with Subsidiary Guarantor, individually, collectively, jointly and severally, as the context requires, “Guarantor”), in favor of Morgan Stanley BANK, N.A., a national banking association (together with its permitted successors and assigns, “Buyer”). Any capitalized term utilized herein shall have the meaning as specified in the Repurchase Agreement (as defined below), unless such term is otherwise specifically defined herein.

GUARANTY
Guaranty • June 22nd, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts

This GUARANTY (the “Guaranty”) is made and entered into as of June 15, 2015, by LoanCore Realty Trust, Inc., a Maryland corporation, having an address at 55 Railroad Avenue, Suite 100, Greenwich, CT 06830, (“Guarantor”), for the benefit of DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution, whose address is 60 Wall Street, 10th Floor, New York, New York 10005 (“Buyer”). This Guaranty is made with reference to the following facts:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 24th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●] [●], 2015 among LoanCore Realty Trust, Inc., a Maryland corporation (the “Company”), Mark Finerman, Christopher McCormack, Daniel Bennett, Jordan Bock, Gary Berkman, Stuart Shiff, LC REIT LLC, a Delaware limited liability company (“GICRE”), and Jefferies Group LLC, a Delaware limited liability company (“Jefferies Group”). For purposes of this Agreement, each of Mark Finerman, Christopher McCormack, Daniel Bennett, Jordan Bock, Gary Berkman, Stuart Shiff, GICRE and Jefferies Group shall be referred to individually as a “Holder” and collectively as the “Holders”.

DIVCORE CLO 2013-1, LTD., as Issuer, DIVCORE CLO 2013-1, LLC, as Co-Issuer, SITUS ASSET MANAGEMENT LLC, as Advancing Agent AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 6, 2013
Indenture • April 3rd, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

INDENTURE, dated as of December 6, 2013, by and between DivCore CLO 2013-1, LTD., an exempted company incorporated in the Cayman Islands with limited liability (the “Issuer”), DivCore CLO 2013-1, LLC, a limited liability company formed under the laws of Delaware (the “Co-Issuer”), Wells Fargo Bank, National Association, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”), and Situs Asset Management LLC, a Texas limited liability company, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the “Advancing Agent”).

LOANCORE REALTY TRUST, INC. PURCHASE AGREEMENT
Purchase Agreement • June 24th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of this 22nd day of June, 2015, by and among LoanCore Realty Trust, Inc., a Maryland corporation (the “Company”), DivCore Subordinate Debt Club I, LP, Series A (“Series A DivCore Fund”), DivCore Subordinate Debt Club I, LP, Series B (“Series B DivCore Fund”) and DivCore Subordinate Debt Club I, LP, Series C (“Series C DivCore Fund”). For purposes of this Agreement, each of Series A DivCore Fund, Series B DivCore Fund and Series C DivCore Fund shall be referred to individually as a “Seller” and collectively as the “Sellers.”

LOANCORE REALTY TRUST, INC. INVESTOR RIGHTS AGREEMENT
Loancore Realty Trust • June 24th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of [●] [●], 2015, among LoanCore Realty Trust, Inc., a Maryland corporation (the “Company”), LoanCore Advisors, LLC, a Delaware limited liability company, LoanCore Capital, LLC, a Delaware limited liability company, Jefferies Group LLC, a Delaware limited liability company (the “Investor”), Mark Finerman, Christopher McCormack, Daniel Bennett, Jordan Bock and Gary Berkman (each of Mark Finerman, Christopher McCormack, Daniel Bennett, Jordan Bock and Gary Berkman, a “Management Investor” and collectively, the “Management Investors”).

LOANCORE REALTY TRUST, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 24th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 22nd day of June, 2015, by and among LoanCore Realty Trust, Inc., a Maryland corporation (the “Company”), Mark Finerman, Christopher McCormack, Daniel Bennett, Jordan Bock, Gary Berkman, Stuart Shiff, LC REIT LLC, a Delaware limited liability company (“GICRE”), and Jefferies Group LLC, a Delaware limited liability company (“Jefferies Group”). For purposes of this Agreement, each of Mark Finerman, Christopher McCormack, Daniel Bennett, Jordan Bock and Gary Berkman shall be referred to as a “Management Purchaser” and collectively as the “Management Purchasers”, and each Management Purchaser, Stuart Shiff, GICRE and Jefferies Group shall be referred to individually as a “Purchaser” and collectively as the “Purchasers.”

AGREEMENT AND PLAN OF MERGER by and among LOANCORE REALTY TRUST, INC., a Maryland corporation, DIVCORE SUBORDINATE DEBT CLUB I REIT HOLDING, LLC and THE COMMON EQUITY HOLDERS of DIVCORE SUBORDINATE DEBT CLUB I REIT HOLDING, LLC Dated as of [·] [·], 2015
Agreement and Plan of Merger • June 24th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts

THIS AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules, this “Agreement”) is made and entered into as of [·] [·], 2015, by and among LOANCORE REALTY TRUST, INC., a Maryland corporation (the “Company”), DIVCORE SUBORDINATE DEBT CLUB I REIT HOLDING, LLC, a Delaware limited liability company (the “Merging Entity”), and the common equity holders of the Merging Entity whose names appear on the signature pages hereto (each, a “Common Equity Holder”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • June 24th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

This MORTGAGE LOAN PURCHASE AGREEMENT (this “Agreement”) is made as of June 22, 2015 (the “Effective Date”) by and between Jefferies LoanCore LLC, a Delaware limited liability company (the “Seller”), and LCRT Holdings LLC, a Delaware limited liability company (the “Purchaser”).

MASTER REPURCHASE AGREEMENT Dated as of June 15, 2015 by and among LCRT Warehouse I LLC, as Master Seller, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as Buyer
Master Repurchase Agreement • June 22nd, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

THIS MASTER REPURCHASE AGREEMENT (this “Agreement”) is dated as of June 15, 2015, by and among LCRT Warehouse I LLC, a Delaware limited liability company (“Master Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”).

LOANCORE REALTY TRUST, INC. INVESTOR RIGHTS AGREEMENT
Loancore Realty Trust • June 24th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • New York

INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of [●] [●], 2015, among LoanCore Realty Trust, Inc., a Maryland corporation (the “Company”), LoanCore Advisors, LLC, a Delaware limited liability company, LoanCore Capital, LLC, a Delaware limited liability company, LC REIT LLC, a Delaware limited liability company (the “Investor”), Mark Finerman, Christopher McCormack, Daniel Bennett, Jordan Bock and Gary Berkman (each of Mark Finerman, Christopher McCormack, Daniel Bennett, Jordan Bock and Gary Berkman, a “Management Investor” and collectively, the “Management Investors”).