FIRST AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • March 22nd, 2019 • InPoint Commercial Real Estate Income, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of [ ], 2019, is entered into by and among InPoint Commercial Real Estate Income, Inc., a Maryland corporation (the “Company”), InPoint REIT Operating Partnership, LP, a Delaware limited partnership of which the Company is the sole general partner (the “Operating Partnership”), and Inland InPoint Advisor, LLC, a Delaware limited liability company (the “Advisor”). All references to the Company in this Agreement shall include the Company’s wholly-owned subsidiaries and, where applicable, the Operating Partnership. This Agreement amends and restates in its entirety the Advisory Agreement dated October 25, 2016, by and among the Company, the Operating Partnership and the Advisor, and shall become effective as of the date the Company’s Registration Statement on Form S-11 (Registration No. 333-[ ]) is initially declared effective (the “Effective Date”) by the Securities and Exchange Commission (the “SEC”).
LIMITED PARTNERSHIP AGREEMENT OF INPOINT REIT OPERATING PARTNERSHIP, LP Dated as of October 7, 2016Limited Partnership Agreement • March 22nd, 2019 • InPoint Commercial Real Estate Income, Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement is entered into as of October 7, 2016, between InPoint Commercial Real Estate Income, Inc., a Maryland corporation, as the General Partner, and InPoint REIT Holdings, LLC, a Delaware limited liability company, as the Limited Partner. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Article 1.
INPOINT COMMERCIAL REAL ESTATE INCOME, INC. DEALER MANAGER AGREEMENTDealer Manager Agreement • March 22nd, 2019 • InPoint Commercial Real Estate Income, Inc. • Real estate investment trusts • Illinois
The Selected Dealer may withhold Selling Commissions and Dealer Manager Fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Shares in the Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company if it represents to the Dealer Manager that: (i) the Selected Dealer is legally permitted to do so; and (ii) (A) the Selected Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selected Dealer has forwarded the Subscription Agreement to the Company or its agent within the time required under Section 3 of the Agreement and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the Selling Commissions and Dealer Manager Fees, if applicable, to which the Selected Deale
FIRST AMENDED AND RESTATED SUB-ADVISORY AGREEMENTSub-Advisory Agreement • March 22nd, 2019 • InPoint Commercial Real Estate Income, Inc. • Real estate investment trusts • New York
* Three pages (D-1 – D-3) of this document have been redacted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended, and Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • March 22nd, 2019 • InPoint Commercial Real Estate Income, Inc. • Real estate investment trusts • Delaware
This Amendment No. 1 to the Limited Partnership Agreement (this “Amendment”), dated as of January 30, 2017, is between InPoint Commercial Real Estate Income, Inc. (the “General Partner”) and InPoint REIT Holdings, LLC (the “Limited Partner”). This Amendment amends the Limited Partnership Agreement of InPoint REIT Operating Partnership, LP dated October 7, 2016 between the General Partner and the Limited Partner (the “Limited Partnership Agreement”).
