s-11-a Sample Contracts

FS Credit Real Estate Income Trust, Inc.FS CREDIT REAL ESTATE INCOME TRUST, INC. Continuous Public Offering of Shares of Common Stock, $0.01 par value per share FORM OF SELECTED DEALER AGREEMENT Dated: (February 12th, 2021)

Subject to the terms described herein below, FS Investment Solutions, LLC, as the dealer manager (“Dealer Manager”) for FS Credit Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), invites you (“Selected Dealer”) to participate in the distribution of shares of common stock of the Company, $0.01 par value per share, to be issued and sold to the public on a “best efforts” basis in any combination of Class D, Class M, Class I, Class T and Class S shares. The Class D, Class M, Class I, Class T and Class S shares will be sold at the offering prices as set forth in Section III hereof, which may be subject to change as set forth in the Registration Statement (defined below), which includes the Company’s prospectus, as amended or supplemented from time to time (the “Prospectus”). The term “Offered Shares” as used herein shall refer to any of the Class D, Class M, Class I, Class T and Class S shares permitted to be sold pursuant to the offering terms and conditions as set f

FS Credit Real Estate Income Trust, Inc.AMENDMENT NO. 2 TO GUARANTEE AGREEMENT (February 12th, 2021)

AMENDMENT NO. 2 TO GUARANTEE AGREEMENT, dated as of August 29, 2018 (this “Amendment”), by and between FS CREDIT REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Guarantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

FS Credit Real Estate Income Trust, Inc.FIFTH AMENDMENT TO UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (February 12th, 2021)

THIS FIFTH AMENDMENT TO UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated as of December 11, 2020, is by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”) and FS CREIT FINANCE GS-1 LLC, a Delaware limited liability company, as seller (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase Agreement (as defined below).

AFC Gamma, Inc.FORM OF] DIRECTOR AND/OR OFFICER INDEMNIFICATION AGREEMENT (January 22nd, 2021)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of __________________, 20__, by and between AFC Gamma, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).

AFC Gamma, Inc.AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN AFC GAMMA, INC. AND AFC MANAGEMENT, LLC (January 22nd, 2021)

This Amended and Restated Management Agreement (this “Agreement”) is made as of January __, 2021, by and between AFC Gamma, Inc., a Maryland corporation (together with its subsidiaries, the “Company”), and AFC Management, LLC, a Delaware limited liability company (the “Manager”).

AFC Gamma, Inc.FORM OF] INVESTMENT COMMITTEE INDEMNIFICATION AGREEMENT (January 22nd, 2021)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of _________________, 20__, by and between AFC Gamma, Inc., a Maryland corporation (the “Company”), and ____________________ (“Indemnitee”).

KBS Real Estate Investment Trust III, Inc.FORM OF KBS REAL ESTATE INVESTMENT TRUST III, INC. MULTIPLE CLASS PLAN (December 22nd, 2020)

This MULTIPLE CLASS PLAN (the “Plan”) is adopted by the Board of Directors (the “Board”) of KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”) pursuant to its charter, as amended and supplemented from time to time (the “Charter”), to set forth the method by which distributions among classes of Common Stock shall be determined relative to each other. Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.

KBS Real Estate Investment Trust III, Inc.FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF KBS LIMITED PARTNERSHIP III A DELAWARE LIMITED PARTNERSHIP (December 22nd, 2020)

This Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of [ ], 2021, is entered into among KBS Real Estate Investment Trust III, Inc., a Maryland corporation, as general partner (the “General Partner”), KBS REIT Holdings III LLC, a Delaware limited liability company, as a Limited Partner (the “Initial Limited Partner”), [ ] as the Special Limited Partner, and the Limited Partners party hereto from time to time.

KBS Real Estate Investment Trust III, Inc.FORM OF DEALER MANAGER AGREEMENT (December 22nd, 2020)

This Dealer Manager Agreement (this “Agreement”) is entered into by and between KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”) and KBS Capital Markets Group LLC (the “Dealer Manager”).

KBS Real Estate Investment Trust III, Inc.FORM OF ADVISORY AGREEMENT among KBS REAL ESTATE INVESTMENT TRUST III, INC., KBS LIMITED PARTNERSHIP III and KBS CAPITAL ADVISORS LLC (December 22nd, 2020)

This Advisory Agreement, dated as of [ , 2021] (the “Agreement”), is by and among KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), KBS Limited Partnership III, a Delaware limited partnership (the “Operating Partnership”) and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.

Pacific Oak Strategic Opportunity REIT, Inc.ADVISORY AGREEMENT between PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC., and PACIFIC OAK CAPITAL ADVISORS, LLC (December 18th, 2020)

This Advisory Agreement, dated as of [ , 2021] (the “Agreement”), is by and between Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”) and Pacific Oak Capital Advisors, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.

Pacific Oak Strategic Opportunity REIT, Inc.FORM OF DEALER MANAGER AGREEMENT (December 18th, 2020)

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”) and Pacific Oak Capital Markets, LLC (the “Dealer Manager”).

Aspire Real Estate Investors, Inc.EQUITY INTERESTS PURCHASE AND SALE AGREEMENT (November 6th, 2020)

expenses) asserted against or incurred by Assignor by reason of or arising out of any failure by Assignee to perform the obligations assumed by Assignee hereunder. Assignor agrees to indemnify Assignee and hold Assignee harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to attorney’s fees and expenses) asserted against or incurred by Assignee by reason of or arising out of any failure by Assignor to perform the obligations of the owner of the Equity Interests, to the extent accruing prior to the date hereof. The indemnity obligations under this Section 3 shall survive for a period of six months after the date hereof.

Aspire Real Estate Investors, Inc.EQUITY INTERESTS PURCHASE AND SALE AGREEMENT (November 6th, 2020)

hereby accepts such assignment and assumes all of the obligations of the owner of the Equity Interests arising from and after the Effective Date.

Aspire Real Estate Investors, Inc.Aspire Real Estate Investors, Inc. Shares of Common Stock FORM OF UNDERWRITING AGREEMENT (November 6th, 2020)
Aspire Real Estate Investors, Inc.MANAGEMENT AGREEMENT (November 6th, 2020)

This MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of [•], 2020 (the “Effective Date”), by and between Aspire Real Estate Investors, Inc., a Maryland corporation (the “Company”), and Aspire REIT Manager, LLC, a Delaware limited liability company (the “Manager” and, together with the Company, the “Parties” and each a “Party”).

Aspire Real Estate Investors, Inc.EQUITY INTERESTS PURCHASE AND SALE AGREEMENT (November 6th, 2020)
Vault Holding 1, LLCForm of Subscription Agreement SUBSCRIPTION AGREEMENT (November 2nd, 2020)

SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of __________ __, 20__, by and among iCap Vault 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Company”), Vault Holding 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Guarantor”), and the buyer identified on the signature page hereto (“Buyer”).

Aspire Real Estate Investors, Inc.EQUITY INTERESTS PURCHASE AND SALE AGREEMENT (October 30th, 2020)

expenses) asserted against or incurred by Assignor by reason of or arising out of any failure by Assignee to perform the obligations assumed by Assignee hereunder. Assignor agrees to indemnify Assignee and hold Assignee harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to attorney’s fees and expenses) asserted against or incurred by Assignee by reason of or arising out of any failure by Assignor to perform the obligations of the owner of the Equity Interests, to the extent accruing prior to the date hereof. The indemnity obligations under this Section 3 shall survive for a period of six months after the date hereof.

Aspire Real Estate Investors, Inc.STOCK PURCHASE AGREEMENT (October 30th, 2020)

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2020, by and between Aspire Real Estate Investors, Inc., a Maryland corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

Aspire Real Estate Investors, Inc.ASPIRE REAL ESTATE INVESTORS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (October 30th, 2020)

This NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of the [·] day of [·], 2020 (the “Grant Date”), by and between ASPIRE REAL ESTATE INVESTORS, INC., a Maryland corporation (the “Company”), and [·] (“Grantee”).

Aspire Real Estate Investors, Inc.INDEMNIFICATION AGREEMENT (October 30th, 2020)

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 202 , by and between Aspire Real Estate Investors, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

Aspire Real Estate Investors, Inc.EQUITY INTERESTS PURCHASE AND SALE AGREEMENT (October 30th, 2020)

expenses) asserted against or incurred by Assignor by reason of or arising out of any failure by Assignee to perform the obligations assumed by Assignee hereunder. Assignor agrees to indemnify Assignee and hold Assignee harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to attorney’s fees and expenses) asserted against or incurred by Assignee by reason of or arising out of any failure by Assignor to perform the obligations of the owner of the Equity Interests, to the extent accruing prior to the date hereof. The indemnity obligations under this Section 3 shall survive for a period of six months after the date hereof.

Aspire Real Estate Investors, Inc.EQUITY INTERESTS PURCHASE AND SALE AGREEMENT (October 30th, 2020)

hereby accepts such assignment and assumes all of the obligations of the owner of the Equity Interests arising from and after the Effective Date.

Vault Holding 1, LLCLIMITED LIABILITY COMPANY OPERATING AGREEMENT OF (September 18th, 2020)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of iCap Vault 1, LLC, a Delaware limited liability company (the “Company”), is dated as of September 18, 2020, and is entered into by iCap Vault, LLC as its sole initial Member (the “Initial Member”).

Vault Holding 1, LLCICAP VAULT 1, LLC, as Issuer, VAULT HOLDING 1, LLC, as Subsidiary Guarantor, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee, Indenture Dated as of September 18, 2020 Variable Denomination Floating Rate Demand Notes (September 18th, 2020)

INDENTURE, dated as of September 18, 2020, between iCap Vault 1, LLC, a limited liability company duly organized and existing under the laws of Delaware (herein called the “Issuer” or the “Company”), having its principal office at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006, Vault Holding 1, LLC, a limited liability company duly organized and existing under the laws of Delaware (herein called the “Subsidiary Guarantor”), having its principal office at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 and American Stock Transfer & Trust Company, LLC, a New York limited liability company, having its Corporate Trust Office at 6201 15th Avenue, Brooklyn, NY 11219 (referred to herein as the “Trustee”).

Vault Holding 1, LLCForm of Subscription Agreement SUBSCRIPTION AGREEMENT (September 18th, 2020)

SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of __________ __, 20__, by and among iCap Vault 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Company”), Vault Holding 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Guarantor”), and the buyer identified on the signature page hereto (“Buyer”).

Vault Holding 1, LLCPLEDGE AND SECURITY AGREEMENT (September 18th, 2020)

This Pledge and Security Agreement (this “Agreement”), dated as of September 18, 2020 (the “Effective Date”), is entered into by and between iCap Vault 1, LLC, a Delaware limited liability company (“Pledgor”) and Marketplace Realty Advisors, LLC, a Washington limited liability company, in its capacity as collateral agent and pledgee hereunder (in such capacity “Agent”) for the benefit of holders of promissory notes issued by Pledgor pursuant to an offering (the “Offering”) of up to $500,000,000 of Variable Denomination Floating Rate Demand Notes of Pledgor (the “Notes”), pursuant to an Indenture dated September 18, 2020 (“Indenture”) commencing on or about the date the Securities and Exchange Commission declares the registration statement on Form S-11 of the Pledgor and the Holder, as amended (File No. 333-236458), effective (the “Holders”). Each of Pledgor and Agent may be referred to herein as a “Party” and collectively as the “Parties.” Defined terms used herein without definition s

Vault Holding 1, LLCCOLLATERAL AGENT AGREEMENT (September 18th, 2020)

This Collateral Agent Agreement (this “Agreement”), dated as of September 18, 2020, is entered into by and among iCap Vault 1, LLC, a Delaware limited liability company (“Issuer”), the holders of the Notes (defined below) who become a party hereto (the “Holders”), and Marketplace Realty Advisors, LLC, a Washington limited liability company, in its capacity as collateral agent, and any successor collateral agent (in such capacity “Agent”) for the Holders. Any party who acquires a Note (as defined below) shall, in accordance with the provisions of the Indenture, become bound by this Agreement in his/her/its capacity as Holder for all periods in which Holder carries an outstanding balance under a Note, to the same extent as if such party had originally executed this Agreement.

Vault Holding 1, LLCGUARANTY AGREEMENT (September 18th, 2020)

This Guaranty (this “Guaranty”) is made and entered into as of September 18, 2020 (the “Effective Date”) by Vault Holding 1, LLC, a Delaware limited liability company (“Guarantor”), to and for the benefit of each of the holders (each, a “Holder”) of promissory notes (the “Notes”) issued by iCap Vault 1, LLC, a Delaware limited liability company and the sole member of Guarantor (“Borrower”) pursuant to an offering of up to $500,000,000 of Variable Denomination Floating Rate Demand Notes of Borrower commencing on or about the date the Securities and Exchange Commission declares the registration statement on Form S-11 of the Borrower and the Guarantor, as amended (File No. 333-236458), effective (the “Offering”). Defined terms used herein without definition shall have the meaning given to them in the Notes.

Vault Holding 1, LLCAMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF (September 18th, 2020)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Vault Holding 1, LLC, a Delaware limited liability company (the “Company”), is dated as of September 18, 2020, and is entered into by iCap Vault 1, LLC as its sole Member (the “Sole Member”).

Vault Holding 1, LLCAMENDED AND RESTATED Broker-Dealer Agreement (September 18th, 2020)

This Amended and Restated Broker-Dealer Agreement (this “Agreement”) is entered into by and among iCap Vault 1, LLC, a Delaware limited liability company (“iCap Vault 1”), Vault Holding 1, LLC, a Delaware limited liability company (“Vault Holding 1”), and Cobalt Capital, Inc., a Florida corporation (the “Broker-Dealer”), effective June 30, 2020 (the “Effective Date”), regarding the offering and sale (the “Offering”) by iCap Vault 1 of up to $500,000,000 of Senior Secured Demand Notes (the “Notes”) issued by iCap Vault 1, as guaranteed by Vault Holding 1, LLC (“Guarantee”; and together with Notes, collectively, referred to herein as the “Securities”) pursuant to that certain Registration Statement on Form S-11 (the “Registration Statement”) filed by iCap Vault 1 and Vault Holding 1 (collectively, the “Issuer”) with the Securities and Exchange Commission. Capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Registration Statement,

Broadstone Net Lease, Inc.FORM OF SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF BROADSTONE NET LEASE, LLC (September 11th, 2020)

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (as may be further amended, supplemented or restated from time to time, the “Agreement”) of Broadstone Net Lease, LLC, a New York limited liability company (the “Company”) is dated as of [•], 2020 and entered into by and among Broadstone Net Lease, Inc., a Maryland corporation, as the managing member, and the Persons whose names are set forth on the Member Registry (as hereinafter defined), as non-managing members, together with any other Persons who become Members (as hereinafter defined) in the Company as provided herein.

Presidio Property Trust, Inc.UNDERWRITING AGREEMENT between PRESIDIO PROPERTY TRUST, INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters (September 11th, 2020)

The undersigned, Presidio Property Trust, Inc., a corporation formed under the laws of the State of Maryland (the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Broadstone Net Lease, Inc.Broadstone Net Lease, Inc. [●] Shares of Class A Common Stock Underwriting Agreement (September 11th, 2020)

Broadstone Net Lease, Inc., a Maryland corporation (the “Company”), and Broadstone Net Lease, LLC, a New York limited liability company (the “Operating Partnership,” and, together with the Company, the “Transaction Parties”) confirm their agreement, on the terms and subject to the conditions set forth herein, that the Company will issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A Common Stock, par value $0.00025 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock, par value $0.00025 per share, of the Company (the “Common Stock”), including the Class A Common Stock, to be outstanding after giving