15,000,000] Shares LoanCore Realty Trust, Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting 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, LLCManagement 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”.
LOANCORE REALTY TRUST, INC. PURCHASE AGREEMENTPurchase 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 AGREEMENTLoancore 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 AGREEMENTStock 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 [·] [·], 2015Agreement 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 AGREEMENTMortgage 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”).
Dated [•] June 2015 JEFFERIES LOANCORE (EUROPE) LIMITED as Seller and LCRT HOLDINGS LLC as Purchaser JEFFERIES LOANCORE (EUROPE) LIMITED UK LOAN SALE AGREEMENT _____________________________________________ Paul Hastings (Europe) LLP Ten Bishops...Loan Sale Agreement • June 24th, 2015 • LoanCore Realty Trust, Inc. • Real estate investment trusts • England
LOANCORE REALTY TRUST, INC. INVESTOR RIGHTS AGREEMENTLoancore 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”).
