FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 21st, 2017 • Aspen REIT, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Aspen REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPAgreement of Limited Partnership • December 21st, 2017 • Aspen REIT, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASPEN OP, LP, a Delaware limited partnership (the “Partnership”), dated as of [·] (this “Agreement”), is entered into by and among ASPEN REIT, INC., a Maryland corporation (the “General Partner”) and the LIMITED PARTNERS identified on Exhibit A hereto. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in Article I below.
AMENDED AND RESTATED LOAN AGREEMENT Dated as of April 3, 2017 between 315 EAST DEAN ASSOCIATES, INC., as Borrower, and GARFIELD SRA MORTGAGE INVESTMENT, LLC, as LenderLoan Agreement • January 19th, 2018 • Aspen REIT, Inc. • Real estate investment trusts • New York
FORM OF SALE AND CONTRIBUTION AGREEMENT ASPEN OP, LP St. Regis Hotel, Aspen, ColoradoSale and Contribution Agreement • February 14th, 2018 • Aspen REIT, Inc. • Real estate investment trusts • New York
This Assignment and Assumption of Ownership Interests (“Assignment”) is made and entered into effective as of , 2017 (the “Effective Date”), by 315 East Dean Associates, Inc., a Delaware corporation (the “Assignor”), and Aspen OP, LP, a Delaware limited partnership (“Assignee”).
Form of Owner Agreement St. Regis Aspen Resort Aspen, Colorado Tenant: Aspen TRS Operating Tenant, LLC Landlord: Aspen Owner, LLC Manager: SHERATON OPERATING CORPORATIONOwner Agreement • January 11th, 2018 • Aspen REIT, Inc. • Real estate investment trusts • Maryland
THIS OWNER AGREEMENT (this “Agreement”) is executed as of the day of , 2018, by Aspen Owner, LLC, a Delaware limited liability company (“Landlord”), Aspen TRS Operating Tenant, LLC, a Delaware limited liability company (“Tenant”), and Sheraton Operating Corporation, a Delaware limited liability corporation; (“Manager”).
FORM OF ASSUMPTION, JOINDER AND AMENDMENT AGREEMENTAssumption, Joinder and Amendment Agreement • January 19th, 2018 • Aspen REIT, Inc. • Real estate investment trusts • New York
THIS ASSUMPTION, JOINDER AND AMENDMENT AGREEMENT (this “Agreement”) is made as of January [ ], 2018, by and among 315 EAST DEAN ASSOCIATES, INC., a Delaware corporation (together with any permitted successors and assigns, “Original Borrower”), ASPEN OWNER, LLC, a Delaware limited liability company (together with any permitted successors and assigns, “New Borrower”), ASPEN TRS OPERATING TENANT, LLC, a Delaware limited liability company (together with any permitted successors and assigns, “Operating Lessee”), STEPHANE DE BAETS, an individual (“Stephane”), and ER MERRY WAY LP, a Delaware limited partnership (“ER”; collectively, together with any permitted successors and assigns, “Guarantor”) and GARFIELD SRA MORTGAGE INVESTMENT, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
THE ST. REGIS ASPEN RESORT OPERATING AGREEMENT BETWEEN 315 EAST DEAN ASSOCIATES, INC. AND SHERATON OPERATING CORPORATION September 29, 2010Operating Agreement • December 21st, 2017 • Aspen REIT, Inc. • Real estate investment trusts • Maryland
This Operating Agreement (this “Agreement”) is entered into as of the Effective Date, between 315 East Dean Associates, Inc., a Delaware corporation (“Owner”), and Sheraton Operating Corporation, a Delaware corporation (“Operator”). Owner and Operator are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2017 • Aspen REIT, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of [·], is made and entered into by and between ASPEN REIT, INC., a Maryland corporation (the “Company”), and the persons listed on Schedule I hereto (such persons, in their capacity as holders of Registrable Securities (as defined herein), the “ Holders” and each, a “ Holder”).
FORM OF MANAGEMENT AGREEMENTManagement Agreement • December 21st, 2017 • Aspen REIT, Inc. • Real estate investment trusts • New York
This MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of [ ], by and among ASPEN REIT, INC., a Maryland corporation (the “Company”), ASPEN OP, LP, a Delaware limited partnership (the “Operating Partnership”) and ER-REITS, LLC, a Delaware limited liability company (the “Manager”).
THIRD AMENDMENTOperating Agreement • December 21st, 2017 • Aspen REIT, Inc. • Real estate investment trusts
This Third Amendment to Operating Agreement (this “Amendment”) is made and entered into as of this 3rd day of April, 2013 (the “Effective Date”) by and among 315 EAST DEAN ASSOCIATES, INC., a Delaware corporation (“Owner”), and SHERATON OPERATING CORPORATION, a Delaware corporation (“Operator”), each a “Party” and collectively, the “Parties”.
