FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2015 by and between Landwin Realty Trust, Inc., a Maryland corporation (the “Company”), and the undersigned individual (“Indemnitee”).
SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • July 13th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as hereinafter defined) by and between lANDWIN MANAGEMENT, LLC, a Delaware limited liability company (the “Landwin Management”), and John E. Hartman, an individual (the “Employee”).
DIRECTOR AGREEMENTDirector Agreement • September 1st, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts
The undersigned Director of Landwin Realty Trust, Inc. (the “Corporation”), in accordance with Section 2-406(c) of the Maryland General Corporation Law, hereby irrevocably resigns from my office as Director, effective immediately upon the resolution duly adopted by a majority of the members of the Board of Directors (other than myself) then in office that I have performed an act or an event has occurred which, in either case, is considered “cause” as defined in the Bylaws of the Corporation. This resignation is irrevocable and shall be effective immediately upon the effective date of any such resolution by the Board. Further, I hereby waive any notice of any meeting of the Board of Directors to consider any such resolution.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • November 12th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts • California
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of the Effective Date (as defined below) by and between LANDWIN REALTY INVESTMENTS HOLDINGS LLC, a Delaware limited liability company, (“Landwin Holdings”) and LANDWIN MANAGEMENT, LLC, a Delaware limited liability company (“Manager”, each a “Party” and, collectively, the “Parties”).
Cross InDEMNIFICATION agreemenTCross Indemnification Agreement • July 13th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts • California
This CROSS INDEMNIFICATION AGREEMENT (this “Agreement”) made as of this 9th day of January, 2015 by and among: (i) Landwin Chandler, LLC, a Delaware limited partnership (“Borrower”), (ii) Landwin/Tempe Square, LLC, an Arizona limited liability company and sole member of the Borrower (“Sole Member”), (iii) Landwin Partners Fund I, LLC, a Delaware limited liability company (the “Guarantor”), and (iv) Landwin Management LLC, a Delaware limited liability company (the “Manager” and, together with Borrower, Sole Member and Guarantor, each sometimes referred to herein individually as a “Party”, and collectively, as the “Parties”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement (as defined below).
FORM OF AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • July 13th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts • California
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of the Effective Date (as defined below) by and between LANDWIN REALTY INVESTMENTS HOLDINGS LLC, a Delaware limited liability company, (“Landwin Holdings”) and LANDWIN MANAGEMENT, LLC, a Delaware limited liability company (“Manager”, each a “Party” and, collectively, the “Parties”).
MEZZANINE NOTELandwin Realty Trust, Inc. • November 12th, 2015 • Real estate investment trusts
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 12th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts • New York
PLEDGE AND SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November[ ], 2015, between 32ND ST. LANDIS FAMILY HOLDINGS LLC, a Delaware limited liability company (the “Pledgor”), and LANDWIN PARTNERS FUND I, LLC, a Delaware limited liability company (the “Secured Party”).
MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • November 12th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts
MEZZANINE LOAN AGREEMENT (this “Agreement”), dated as of the [__] day of November , 2015, by and between 32ND ST. LANDIS FAMILY HOLDINGS LLC, a Delaware limited liability company (“Borrower”) and LANDWIN PARTNERS FUND I, LLC, Delaware limited liability company (together with its successors and assigns, “Lender”).
FORM OF AGREEMENT AND PLAN OF MERGER, DATED AS OF July ___, 2015 by and among LANDWIN PARTNERS FUND I, LLC, a Delaware limited liability company LANDWIN PARTNERS FUND II, LLC, a Delaware limited liability company,Agreement and Plan of Merger • July 13th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of July ___, 2015 (this “Agreement”), by and among LANDWIN PARTNERS FUND I, LLC, a Delaware limited liability company (“Predecessor Fund I”), LANDWIN PARTNERS FUND II, LLC, a Delaware limited liability company (“Predecessor Fund II” and, together with Predecessor Fund I, each a “Predecessor Fund” and, collectively the “Predecessor Funds”), LANDWIN REALTY TRUST, INC., a Maryland corporation (“Landwin REIT”), LANDWIN REALTY INVESTMENTS HOLDINGS, LLC, a Delaware limited liability company (“Landwin Holdings”), LANDWIN TRS, LLC, a Delaware limited liability company (“Landwin TRS”), LANDWIN REALTY INVESTMENTS I, LLC, a Delaware limited liability company (“Landwin Sub 1”), and LANDWIN MANAGEMENT, LLC (“Landwin Management”), a Delaware limited liability company.
Re: Independent Board of Directors AgreementVia Electronic Mail • September 1st, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts
The board of directors (“Board”) of Landwin Realty Trust, Inc. (“Landwin”) is delighted to invite you to continue to serve as a member of the Board as an independent director. This Agreement constitute the material terms of the compensation that you will receive for your service as a member of the Board of Landwin.
