StratCap Digital Infrastructure REIT, Inc. Sample Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of __________, 20__ by and between StratCap Digital Infrastructure REIT, Inc., a Maryland corporation (the “Company”), and __________________(“Indemnitee”).
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SWIF II OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),...Limited Partnership Agreement • April 12th, 2022 • Strategic Wireless Infrastructure Fund Ii, Inc. • Real estate investment trusts • Delaware
This Second Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of January 18, 2022, is entered into by and among Strategic Wireless Infrastructure Fund II, Inc., a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, Strategic Wireless Infrastructure Fund Advisors, LLC, a Delaware limited liability company (the “Special Limited Partner”) and the Limited Partners party hereto from time to time.
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SWIF II OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),...Limited Partnership Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • Delaware
This Third Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of August 22, 2023, is entered into by and among Strategic Wireless Infrastructure Fund II, Inc., a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, Strategic Wireless Infrastructure Fund Advisors, LLC, a Delaware limited liability company (the “Special Limited Partner”) and the Limited Partners party hereto from time to time. This Agreement shall supersede and replace any and all prior limited partnership agreements of the Partnership, including without limitation the Prior Agreement (defined below).
DEALER MANAGER AGREEMENTDealer Manager Agreement • February 18th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • New York
This Dealer Manager Agreement (this “Agreement”) is entered into by and between StratCap Digital Infrastructure REIT, Inc., a Maryland corporation (the “Company”) and StratCap Securities, LLC (the “Dealer Manager”).
MANAGEMENT AGREEMENTManagement Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • New York
This management agreement (this “Management Agreement”) is made and entered into as of the 25th day of January, 2024, to be effective as of December 22, 2021, by and among STRATEGIC WIRELESS INFRASTRUCTURE FUND II, INC., a Maryland corporation (the “Company”), SWIF II OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “OP”), and STRATEGIC WIRELESS INFRASTRUCTURE PROPERTY MANAGEMENT COMPANY, LLC, a Delaware limited liability company (the “Manager”).
AMENDED AND RESTATED ADVISORY AGREEMENT by and among STRATEGIC WIRELESS INFRASTRUCTURE FUND II, INC., SWIF II OPERATING PARTNERSHIP, LP and STRATCAP DIGITAL INFRASTRUCTURE ADVISORS II, LLCAdvisory Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (the “Agreement”), dated as of August 18, 2023, is among Strategic Wireless Infrastructure Fund II, Inc., a Maryland corporation (the “Corporation”), SWIF II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and StratCap Digital Infrastructure Advisors II, LLC, a Delaware limited liability company (the “Advisor”). This Agreement amends, restates and replaces in full that certain Advisory Agreement, dated as of June 13, 2021, by and between the Corporation, the Operating Partnership, and the Advisor.
EXPENSE SUPPORT AGREEMENTExpense Support Agreement • February 10th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • New York
This EXPENSE SUPPORT AGREEMENT (the “Agreement”) is dated as of August 18, 2023, and effective as of July 13, 2021 (the “Effective Date”), by and among Strategic Wireless Infrastructure Fund II, Inc., a Maryland corporation (the “Corporation”), SWIF II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) and StratCap Digital Infrastructure Advisors II, LLC, a Delaware limited liability company (the “Advisor”).
FIRST AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT (this “First Amendment”), dated as of October 26, 2023, is among Strategic Wireless Infrastructure Fund II, Inc., a Maryland corporation (the “Corporation”), SWIF II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and StratCap Digital Infrastructure Advisors II, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Advisory Agreement (defined below).
FIRST AMENDMENT TO EXPENSE SUPPORT AGREEMENTExpense Support Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • New York
This FIRST AMENDMENT TO EXPENSE SUPPORT AGREEMENT (this “First Amendment”), dated as of October 26, 2023, is entered into by and by and among Strategic Wireless Infrastructure Fund II, Inc., a Maryland corporation (the “Corporation”), SWIF II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and StratCap Digital Infrastructure Advisors II, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Expense Support Agreement (as defined below).
SECURED REVOLVING LOAN CREDIT AGREEMENT DATED AS OF March 15, 2023 Among SWIF II INVESTMENT CO. TOWERS II, LLC, SWIF II INVESTMENT CO. DATA CENTER, LLC AND SWIF II INVESTMENT CO. FIBER, LLC, as Borrowers, STRATEGIC WIRELESS INFRASTRUCTURE FUND II,...Secured Revolving Loan Credit Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • New York
THIS SECURED REVOLVING LOAN CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 15, 2023(the “Closing Date”), is among SWIF II INVESTMENT CO. TOWERS II, LLC, a Delaware limited liability company, SWIF II INVESTMENT CO. DATA CENTER, LLC, a Delaware limited liability company and SWIF II INVESTMENT CO. FIBER, LLC, a Delaware limited liability company (the “Borrowers”), STRATEGIC WIRELESS INFRASTRUCTURE FUND II, INC., a Maryland corporation (the “Parent”), the lenders from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), and SUNFLOWER BANK, N.A., as the Administrative Agent.
SECOND AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • Delaware
This SECOND AMENDMENT TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this “Second Amendment”), effective as of October 17, 2024, is entered into by and between StratCap Digital Infrastructure REIT, Inc. (f/k/a Strategic Wireless Infrastructure Fund II, Inc.), a Maryland corporation (the “Corporation”), SWIF II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and StratCap Digital Infrastructure Advisors II, LLC (f/k/a Strategic Wireless Infrastructure Fund Advisors, LLC), a Delaware limited liability company (the “Advisor”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Advisory Agreement (as defined below).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of STRATCAP WIRELESS DATACOM VENTURES, LLC Dated as of December 8, 2022Limited Liability Company Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • Delaware
This Amended and Restated Limited Liability Company Agreement of StratCap Wireless Datacom Ventures, LLC, a Delaware limited liability company (the “Company”), is entered into as of December 8, 2022 (the “Effective Date”) by and between SWIF II Ventures I, LLC, a Delaware limited liability company (the “Operating Member”) DataCom, LP, a Cayman Islands exempted limited partnership (the “Investor Member”) and StratCap Digital Infrastructure Advisors II, LLC (the “Promote Member”), which has no rights under this Agreement other than to the Carried Interest under Section 6.01 of this Agreement.
FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SWIF II OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),...Limited Partnership Agreement • June 23rd, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • Delaware
This Fourth Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of June 23, 2025, is entered into by and among StratCap Digital Infrastructure REIT, Inc. (f/k/a Strategic Wireless Infrastructure Fund II, Inc.), a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, StratCap Digital Infrastructure Advisors II, LLC (f/k/a Strategic Wireless Infrastructure Fund Advisors, LLC), a Delaware limited liability company (the “Special Limited Partner”) and the Limited Partners party hereto from time to time. This Agreement shall supersede and replace any and all prior limited partnership agreements of the Partnership, including without limitation the Prior Agreement (defined below).
FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER AGREEMENTCredit Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER AGREEMENT (this “Amendment”) is entered into as of October 29, 2024 (the “First Amendment Execution Date”), among SWIF II DATACOM INVESTMENT CO. TOWERS, LLC (“Borrower”), SWIF II DATACOM INTERMEDIATE HOLDCO TOWERS, LLC (“Holdings”), the lenders (as hereinafter defined), and THIRD COAST BANK, as administrative agent for the Lenders (in such capacity, “Administrative Agent”).
LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
This LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into effective as of November 1, 2024 (the “Effective Date”), among SWIF II INVESTMENT CO. TOWERS II, LLC, a Delaware limited liability company (“Towers”), SWIF II INVESTMENT CO. DATA CENTER, LLC, a Delaware limited liability company (“Data Center”), and SWIF II INVESTMENT CO. FIBER, LLC, a Delaware limited liability company (“Fiber”), SWIF II INVESTMENT CO. TOWERS I, LLC, a Delaware limited liability company (“Investment Co”), VOGUE TOWERS II, LLC, a Delaware limited liability company (“Vogue Towers” and together with Towers, Data Center, Fiber and Investment Co, collectively, the “Borrowers” and each, individually, a “Borrower”), STRATCAP DIGITAL INFRASTRUCTURE REIT, INC. (f/k/a STRATEGIC WIRELESS INFRASTRUCTURE FUND II, INC.), a Maryland corporation (the “Parent”), the Lenders (as defined in the Credit Agreement referred to below) party hereto, and SUNFLOWER BANK, N.A., as Administrative Agent
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of October 24, 2023 (the “Effective Date”), is entered into by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company (“Purchaser”), and HEMPHILL TOWERS, LLC, an Oklahoma limited liability company (“Seller”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
EQUITY INTEREST PURCHASE AGREEMENT BY AND AMONG Everlink towers, llc, a delaware limited liability company (“PURCHASER”), SWIF II OPERATING PARTNERSHIP, LP, A DELAWARE LIMITED PARTNERSHIP (“TOWERS I seller”), SWIF II Towers Co. Intermediate HoldCo II,...Equity Interest Purchase Agreement • December 23rd, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of December 22, 2025, is entered into by and among (a) EverLink Towers, LLC, a Delaware limited liability company (“Purchaser”), (b) SWIF II Operating Partnership, LP, a Delaware limited partnership (“Towers I Seller”), (c) SWIF II Towers Co. Intermediate HoldCo II, LLC, a Delaware limited liability company (“Towers II Seller, and together with Towers I Seller, “Sellers”, and each a “Seller”), (d) SWIF II Investment Co. Towers I, LLC, a Delaware limited liability company (“Towers I Company”), (e) SWIF II Investment Co. Towers II, LLC, a Delaware limited liability company (“Towers II Company”, and together with Towers I Company, the “Companies” and each, a “Company”), and (f) solely for purposes of Section 5.1 and ARTICLE VIII, StratCap Digital Infrastructure REIT, Inc., a Maryland corporation (“Seller Parent” and, together with Sellers, the “Restricted Parties”). Capitalized terms used but not otherwise defined in this Agr
FIRST AMENDMENT AND JOINDER TO CREDIT AGREEMENTCredit Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
This FIRST AMENDMENT AND JOINDER TO CREDIT AGREEMENT (this “Amendment”) is entered into effective as of October 7, 2024 (the “Effective Date”), among SWIF II INVESTMENT CO. TOWERS II, LLC, a Delaware limited liability company (“Towers”), SWIF II INVESTMENT CO. DATA CENTER, LLC, a Delaware limited liability company (“Data Center”), and SWIF II INVESTMENT CO. FIBER, LLC, a Delaware limited liability company (“Fiber”, and together with Towers and Data Center, collectively, the “Original Borrowers” and each, individually, an “Original Borrower”), VOGUE TOWERS II, LLC, a Delaware limited liability company (“Vogue Towers”), SWIF II INVESTMENT CO. I, LLC, a Delaware limited liability company (“Investment Co”, and together with Vogue Towers, collectively, the “New Borrowers”, and each, individually, a “New Borrower”), STRATEGIC WIRELESS INFRASTRUCTURE FUND II, INC., a Maryland corporation (the “Parent”), the Lenders (as defined in the Credit Agreement referred to below) party hereto, and SUNFL
SECOND AMENDMENT TO EXPENSE SUPPORT AGREEMENTExpense Support Agreement • May 10th, 2024 • Strategic Wireless Infrastructure Fund Ii, Inc. • Real estate investment trusts • New York
This SECOND AMENDMENT TO EXPENSE SUPPORT AGREEMENT (this “Second Amendment”), dated as of May 9, 2024, effective as of April 23, 2024, is entered into by and by and among Strategic Wireless Infrastructure Fund II, Inc., a Maryland corporation (the “Corporation”), SWIF II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and StratCap Digital Infrastructure Advisors II, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Expense Support Agreement (as defined below).
THIRD AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • August 13th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • Delaware
This THIRD AMENDMENT TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this “Third Amendment”), effective as of August 12, 2025, is entered into by and between StratCap Digital Infrastructure REIT, Inc. (f/k/a Strategic Wireless Infrastructure Fund II, Inc.), a Maryland corporation (the “Corporation”), SWIF II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and StratCap Digital Infrastructure Advisors II, LLC (f/k/a Strategic Wireless Infrastructure Fund Advisors, LLC), a Delaware limited liability company (the “Advisor”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Advisory Agreement (as defined below).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • Oklahoma
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of August 23, 2023 (“Effective Date”), by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company (“Purchaser”), having an address at 100 Field Point Road, 1st Floor, Greenwich, Connecticut 06830, and HEMPHILL, LLC, an Oklahoma limited liability company (“Seller”), having an address at 1305 North Louisville Avenue, Tulsa, Oklahoma 74115.
SECOND AMENDMENT TO EXPENSE SUPPORT AGREEMENTExpense Support Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • New York
This SECOND AMENDMENT TO EXPENSE SUPPORT AGREEMENT (this “Second Amendment”), dated as of May 9, 2024, effective as of April 23, 2024, is entered into by and by and among Strategic Wireless Infrastructure Fund II, Inc., a Maryland corporation (the “Corporation”), SWIF II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and StratCap Digital Infrastructure Advisors II, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Expense Support Agreement (as defined below).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of October 24, 2023 (the “Effective Date”), is entered into by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company (“Purchaser”), and HEMPHILL, LLC, an Oklahoma limited liability company (“Seller”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Third Amendment”), dated as of November 30, 2023 (the “ Effective Date”), is entered into by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company (“Purchaser ”), and HEMPHILL TOWERS I, LLC, an Oklahoma limited liability company (“Seller”) . Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
LIMITED GUARANTEELimited Guarantee • February 10th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • New York
This Limited Guarantee, dated as of February 10, 2025 (this “Limited Guarantee”), is made by HMC Capital Limited ABN 94 138 990 593 (the “Guarantor”), in favor of StratCap Digital Infrastructure REIT, Inc. (formerly known as Strategic Wireless Infrastructure Fund II, Inc.), a Maryland corporation (the “Corporation”) and SWIF II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Corporation, each a “Guaranteed Party” and, collectively, the “Guaranteed Parties”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Specified Agreements (as defined below).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”), dated as of November 10, 2023 (the “Effective Date”), is entered into by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company (“Purchaser”), and HEMPHILL, LLC, an Oklahoma limited liability company (“Seller”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
EQUITY INTEREST PURCHASE AGREEMENT BY AND AMONG Everlink towers, llc, a delaware limited liability company (“PURCHASER”), SWIF II OPERATING PARTNERSHIP, LP, A DELAWARE LIMITED PARTNERSHIP (“seller”), VOGUE TOWERS II, LLC, a Delaware limited liability...Equity Interest Purchase Agreement • December 23rd, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of December 22, 2025, is entered into by and among (a) EverLink Towers, LLC, a Delaware limited liability company (“Purchaser”), (b) SWIF II Operating Partnership, LP, a Delaware limited partnership (“Seller”), (c) Vogue Towers II, LLC, a Delaware limited liability company (the “Company”), and (d) solely for purposes of Section 5.1 and ARTICLE VIII, StratCap Digital Infrastructure REIT, Inc., a Maryland corporation (“Seller Parent” and, together with Seller, the “Restricted Parties”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Exhibit 1.
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Third Amendment”), dated as of November 30, 2023 (the “Effective Date”), is entered into by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company (“Purchaser”), and HEMPHILL RESOURCES, LLC, an Oklahoma limited liability company (“ Seller”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRATCAP WIRELESS DATACOM VENTURES, LLCLimited Liability Company Agreement • May 9th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
This First Amendment to the Amended and Restated Limited Liability Company Agreement of StratCap Wireless Datacom Ventures, LLC (the “Company”), effective as of December 8, 2022 (the “Agreement”), is entered by and between SWIF II Ventures I, LLC, a Delaware limited liability company, DataCom, LP, a Cayman Islands exempted limited partnership, and StratCap Digital Infrastructure Advisors II, LLC, and shall be effective as of January 9, 2023 (this “First Amendment”). All capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of October 24, 2023 (the “Effective Date”), is entered into by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company (“Purchaser”), and HEMPHILL RESOURCES, LLC, an Oklahoma limited liability company (“Seller”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”), dated as of November 10, 2023 (the “Effective Date”), is entered into by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company (“Purchaser”), and HEMPHILL RESOURCES, LLC, an Oklahoma limited liability company (“Seller”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
AMENDED AND RESTATED EXPENSE SUPPORT AGREEMENTExpense Support Agreement • August 13th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED EXPENSE SUPPORT AGREEMENT (the “Agreement”) is dated as of August 12, 2025 (the “Effective Date”), by and among StratCap Digital Infrastructure REIT, Inc. (f/k/a Strategic Wireless Infrastructure Fund II, Inc.), a Maryland corporation (the “Corporation”), SWIF II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) and StratCap Digital Infrastructure Advisors II, LLC, a Delaware limited liability company (the “Advisor”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts • Oklahoma
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of August 23, 2023 (“Effective Date”), by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company (“Purchaser”), having an address at 100 Field Point Road, 1st Floor, Greenwich, Connecticut 06830, and HEMPHILL RESOURCES, LLC, an Oklahoma limited liability company (“Seller”), having an address at 1305 North Louisville Avenue, Tulsa, Oklahoma 74115.
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Second Amendment"), dated as of November 10, 2023 (the "Effective Date"), is entered into by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company ("Purchaser"), and HEMPHILL TOWERS I, LLC, an Oklahoma limited liability company ("Seller"). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such tenns in the Purchase Agreement (as defined below).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 29th, 2025 • StratCap Digital Infrastructure REIT, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”), dated as of November 10, 2023 (the “Effective Date”), is entered into by and between SWIF II DATACOM INVESTMENT CO. TOWERS, LLC, a Delaware limited liability company (“Purchaser”), and VISION TOWER, LLC, an Oklahoma limited liability company (“Seller”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Purchase Agreement (as defined below).