INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2018, by and between Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED DEALER MANAGER AGREEMENTDealer Manager Agreement • February 5th, 2019 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
This Amended and Restated Dealer Manager Agreement (this “Agreement”) is entered into by and between Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and SDDco Brokerage Advisors, LLC, a New York limited liability company (the “Dealer Manager”). This Agreement amends, restates and replaces in its entirety that certain Dealer Manager Agreement dated February 16, 2018, by and between the Company and the Dealer Manager.
DEALER MANAGER AGREEMENTDealer Manager Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
This Dealer Manager Agreement (this “Agreement”) is entered into by and between Brookfield Real Estate Income Trust Inc. (formerly Oaktree Real Estate Income Trust, Inc.), a Maryland corporation (the “Company”) and Brookfield Oaktree Wealth Solutions LLC, a Delaware limited liability company (the “Dealer Manager”).
Uncommitted Unsecured Line of CreditUncommitted Unsecured Line of Credit Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts
Form of Uncommitted Unsecured Line of CreditUncommitted Unsecured Line of Credit • October 28th, 2021 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
ESCROW AGREEMENTEscrow Agreement • June 14th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS ESCROW AGREEMENT dated as of May 9th, 2018 (this “Agreement”), is entered into by and among Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 25th, 2022 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT (the “Agreement”), is made effective as of the [ ] day of [ ], 20[ ], (the “Date of Grant”), between Brookfield Real Estate Income Trust Inc. a Maryland corporation (the “Company”), and [ ] (the “Participant”):
FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD REIT OPERATING PARTNERSHIP L.P. A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • October 1st, 2024 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • Delaware
This Fourth Amended and Restated Limited Partnership Agreement of Brookfield REIT Operating Partnership L.P. (this “Agreement”) is entered into as of September 25, 2024, by and among Brookfield REIT OP GP LLC, a Delaware limited liability company, as the General Partner, Brookfield Real Estate Income Trust Inc., a Maryland corporation, as the REIT Limited Partner, and the other Limited Partners party hereto from time to time. This Agreement shall supersede and replace any and all prior limited partnership agreements of the Partnership, including without limitation the Prior Agreement (defined below).
ADVISORY AGREEMENT BY AND AMONG BROOKFIELD REAL ESTATE INCOME TRUST INC., BROOKFIELD REIT OPERATING PARTNERSHIP, L.P. AND BROOKFIELD REIT ADVISER LLCAdvisory Agreement • July 15th, 2021 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of [ ], 2021 is by and among Brookfield Real Estate Income Trust Inc. (formerly Oaktree Real Estate Income Trust, Inc.), a Maryland corporation (the “Company”), Brookfield REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Brookfield REIT Adviser LLC, a Delaware limited liability company (the “Adviser”). This Agreement shall become effective as of the date hereof (the “Effective Date”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
DST DEALER MANAGER AGREEMENT October 1, 2024DST Dealer Manager Agreement • October 1st, 2024 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
This DST Dealer Manager Agreement (this “Agreement”) is entered into by and among Brookfield Real Estate Exchange LLC, a Delaware limited liability company (the “Sponsor”), Brookfield Oaktree Wealth Solutions LLC, a Delaware limited liability company (the “Dealer Manager”) and, solely with respect to its obligations regarding the OP Unit Investor Servicing Fee set forth in Section 4(d) hereof, Brookfield REIT Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”).
BROOKFIELD REAL ESTATE INCOME TRUST INC. BROOKFIELD REIT OPERATING PARTNERSHIP L.P. Brookfield Share/OP Unit Repurchase Arrangement Effective as of January 1, 2022Brookfield Share/Op Unit Repurchase Arrangement • May 16th, 2022 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts
Advisory Agreement – shall mean that certain amended and restated advisory agreement, dated March 21, 2022, by and among the Company, the Operating Partnership and Brookfield REIT Adviser LLC, as may be further amended and/or restated from time to time.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 12th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the 11th day of April, 2018 (“Effective Date”) by and between Oaktree Capital Management, L.P. (the “Licensor”), on the one hand, and Oaktree Real Estate Income Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Licensee”), on the other hand.
FORM OF SELECTED DEALER AGREEMENTSelected Dealer Agreement • April 12th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
SDDco Brokerage Advisors, LLC, as the dealer manager (“Dealer Manager”) for Oaktree Real Estate Income Trust, Inc. (the “Company”), a Maryland corporation, invites you (the “Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the terms of this Selected Dealer Agreement (the “Agreement”).
SECOND AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG BROOKFIELD REAL ESTATE INCOME TRUST INC., BROOKFIELD REIT OPERATING PARTNERSHIP L.P. AND BROOKFIELD REIT ADVISER LLCAdvisory Agreement • October 1st, 2024 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of October 1, 2024, is by and among Brookfield Real Estate Income Trust Inc., a Maryland corporation (the “Company”), Brookfield REIT Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), and Brookfield REIT Adviser LLC, a Delaware limited liability company (the “Adviser”). This Agreement shall become effective as of the date hereof (the “Effective Date”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
CONTRIBUTION AGREEMENT by and among BOP Nest Domain JV LLC BOP Nest Domain LLC BOP Nest Nashville JV LLC BOP Nest Nashville LLC and Brookfield REIT Operating Partnership L.P. (formerly Oaktree Real Estate Income Trust Holdings, L.P.) Dated as of...Contribution Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2021, by and among BOP Nest Domain JV LLC, a Delaware limited liability company (“BOP Domain JV”), BOP Nest Nashville JV LLC, a Delaware limited liability company (“BOP Nashville JV” and, together with BOP Domain JV, each a “BOP JV Entity” and collectively the “BOP JV Entities”), BOP Nest Domain LLC, a Delaware limited liability company (the “Domain Company”), BOP Nest Nashville LLC, a Delaware limited liability company (the “Nashville Company”, and, collectively with the Domain Company, the “Companies”), and Brookfield REIT Operating Partnership L.P. (formerly Oaktree Real Estate Income Trust Holdings, L.P.), a Delaware limited partnership (the “Investor”).
ADVISER TRANSITION AGREEMENT BY AND AMONG OAKTREE REAL ESTATE INCOME TRUST, INC., OAKTREE FUND ADVISORS, LLC AND BROOKFIELD REIT ADVISER LLCAdviser Transition Agreement • July 15th, 2021 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS ADVISER TRANSITION AGREEMENT, dated as of July 15, 2021 (this “Agreement”), is made and entered into by and among Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “REIT”), Oaktree Fund Advisors, LLC, a Delaware limited liability company (“Oaktree”), and Brookfield REIT Adviser LLC, a Delaware limited liability company (“Brookfield”). In this Agreement, the REIT, Oaktree and Brookfield are sometimes referred to individually as a “Party” and, collectively, as the “Parties.”
ADVISORY AGREEMENT BETWEEN OAKTREE REAL ESTATE INCOME TRUST, INC. AND OAKTREE FUND ADVISORS, LLCAdvisory Agreement • April 12th, 2018 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the 11th day of April, 2018 and effective as of the date the Registration Statement (as defined below) is declared effective (the “Effective Date”) by the Securities and Exchange Commission (the “SEC”), is by and between Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and Oaktree Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENTSub-Advisory Agreement • March 25th, 2022 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts
THIS AMENDMENT NO. 1 (this “Amendment”) is made and entered into as of March 21, 2022, and amends that certain Option Investments Sub-Advisory Agreement, dated as of November 2, 2021 (the “Agreement”), by and among Brookfield Real Estate Income Trust Inc. (formerly, Oaktree Real Estate Income Trust, Inc.), a Maryland corporation (the “Company”), Brookfield REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Brookfield REIT Adviser LLC, a Delaware limited liability company (the “Adviser”), and Oaktree Fund Advisors, LLC, a Delaware limited liability company (including its assignee pursuant to the terms of this Agreement, the “Sub-Adviser”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
CONTRIBUTION AGREEMENTContribution Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • Delaware
This Contribution Agreement (this “Agreement”) is made as of November 2, 2021, by and among BUSI II-C L.P., a Delaware limited partnership (“Assignor”), Brookfield REIT Operating Partnership L.P., a Delaware limited partnership (“Assignee”) and Brookfield Real Estate Income Trust Inc., a Maryland corporation (the “REIT”), in the presence of Brookfield REIT Lux S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 15, boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 260.428 (the “Company”).
OPTION INVESTMENTS SUB-ADVISORY AGREEMENT BY AND AMONG BROOKFIELD REAL ESTATE INCOME TRUST INC., BROOKFIELD REIT OPERATING PARTNERSHIP, L.P., BROOKFIELD REIT ADVISER LLC, AND OAKTREE FUND ADVISORS, LLCOption Investments Sub-Advisory Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS SUB-ADVISORY AGREEMENT (this “Agreement”), dated and effective as of November 2, 2021 (the “Effective Date”), by and among Brookfield Real Estate Income Trust Inc. (formerly, Oaktree Real Estate Income Trust, Inc.), a Maryland corporation (the “Company”), Brookfield REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Brookfield REIT Adviser LLC, a Delaware limited liability company (the “Adviser”), and Oaktree Fund Advisors, LLC, a Delaware limited liability company (including its assignee pursuant to the terms of this Agreement, the “Sub-Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
OPTION INVESTMENTS PURCHASE AGREEMENT BY AND AMONG BROOKFIELD REAL ESTATE INCOME TRUST INC., BROOKFIELD REIT OPERATING PARTNERSHIP L.P., BROOKFIELD REIT ADVISER LLC AND OAKTREE FUND ADVISORS, LLCOption Investments Purchase Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS OPTION INVESTMENTS PURCHASE AGREEMENT (this “Agreement”), dated as of November 2, 2021, is entered into by and among Brookfield Real Estate Income Trust Inc. (formerly Oaktree Real Estate Income Trust, Inc.), a Maryland corporation (the “Company”), Brookfield REIT Operating Partnership L.P. (formerly Oaktree Real Estate Income Trust Holding, L.P.), a Delaware limited partnership (the “Operating Partnership”), Oaktree Fund Advisors, LLC, a Delaware limited liability company (“Oaktree”), and, for the limited purpose of Section 2(d) hereof, Brookfield REIT Adviser LLC, a Delaware limited liability company (the “Adviser”).
ADVISORY AGREEMENT BY AND AMONG BROOKFIELD REAL ESTATE INCOME TRUST INC., BROOKFIELD REIT OPERATING PARTNERSHIP, L.P. AND BROOKFIELD REIT ADVISER LLCAdvisory Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of November 2, 2021 is by and among Brookfield Real Estate Income Trust Inc. (formerly Oaktree Real Estate Income Trust, Inc.), a Maryland corporation (the “Company”), Brookfield REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Brookfield REIT Adviser LLC, a Delaware limited liability company (the “Adviser”). This Agreement shall become effective as of the date hereof (the “Effective Date”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
AMENDMENT TO ADVISORY AGREEMENTAdvisory Agreement • April 12th, 2021 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts
This Amendment to the Advisory Agreement (this “Amendment”) is made this 4th day of January, 2021 but effective as of December 4, 2020, by and between Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and Oaktree Fund Advisors, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Advisory Agreement (as defined below).
COMMITMENT AGREEMENTCommitment Agreement • July 15th, 2021 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
This Commitment Agreement, dated as of July 15, 2021 (this “Agreement”), is made and entered into by and among Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “REIT”), Oaktree Real Estate Income Trust Holding, L.P., a Delaware limited partnership (the “Operating Partnership”), and Brookfield Asset Management, Inc., an Ontario corporation (“Brookfield”). In this Agreement, the REIT, the Operating Partnership and Brookfield are referred to individually as a “Party” and, collectively, as the “Parties.” Any capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to such terms in the Transition Agreement (as defined below).
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • August 21st, 2019 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
This First Amendment to Promissory Note (the “Amendment”) is made effective as of the 20th day of August, 2019, by OAKTREE REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Borrower”), and OAKTREE FUND GP I, L.P., a Delaware limited partnership (together with its successors and assigns, the “Lender”). All capitalized terms not defined in this Amendment will have the meanings given to them in the Note.
FORM OF SELECTED DEALER AGREEMENTSelected Dealer Agreement • February 5th, 2019 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
This Agreement (the “Agreement”) is made as of [•], 20[•] by and among SDDco Brokerage Advisors, LLC (the “Dealer Manager”), the dealer manager for the continuous public offering of shares of common stock, $0.01 par value per share (“Common Stock”), of Oaktree Real Estate Income Trust, Inc. (the “Company”), the Company, Oaktree Fund Advisors, LLC (the “Adviser”) and [•] (“Dealer”). The parties hereby agree that Dealer will participate in the distribution of the Shares (defined below), subject to the terms of this Agreement. In consideration of the mutual covenants hereinafter contained, the parties agree as follows:
FIRST AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • February 5th, 2019 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO ESCROW AGREEMENT dated as of February 5th, 2019 (this “Amendment”), is entered into by and among Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
Re: Subscription Agreement for the Purchase of Class E UnitsSubscription Agreement • December 2nd, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • Maryland
The undersigned, BUSI II-C L.P. (“Subscriber”), as of November 30, 2021, subscribes for and agrees to purchase Class E Units (as defined in that certain Second Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”) of Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”)), pursuant to the terms and conditions of this subscription agreement (the “Subscription Agreement”).
BROOKFIELD REAL ESTATE INCOME TRUST INC. BROOKFIELD REIT OPERATING PARTNERSHIP L.P. Form of Brookfield Share/OP Unit Repurchase Arrangement Effective as of [●], 2021Brookfield Share/Op Unit Repurchase Arrangement • October 28th, 2021 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts
Advisory Agreement – shall mean that certain advisory agreement, dated [●], 2021, by and among the Company, the Operating Partnership and Brookfield REIT Adviser LLC, as amended and/or restated from time to time.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
This Agreement is effective November 2, 2021 (the “Effective Date”), by and between Brookfield Office Properties Inc. (“Licensor”), a corporation organized under the laws of Canada, having an office at Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3 and Brookfield Real Estate Income Trust Inc. (“Licensee”), a corporation organized under the laws of Maryland, having an office at Brookfield Place New York, 250 Vesey Street, 15th Floor, New York, New York 10281 (collectively, the “Parties”).
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • November 14th, 2019 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York
This First Amendment to Promissory Note (the “Amendment”) is made effective as of the 20th day of August, 2019, by OAKTREE REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Borrower”), and OAKTREE FUND GP I, L.P., a Delaware limited partnership (together with its successors and assigns, the “Lender”). All capitalized terms not defined in this Amendment will have the meanings given to them in the Note.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG BROOKFIELD REAL ESTATE INCOME TRUST INC., BROOKFIELD REIT OPERATING PARTNERSHIP L.P. AND BROOKFIELD REIT ADVISER LLCAdvisory Agreement • August 12th, 2022 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts
This Amendment No. 1 to the Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into on August 9, 2022, with an effective date of July 1, 2022, by and among Brookfield Real Estate Income Trust Inc., a Maryland corporation (the “Company”), Brookfield REIT Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), and Brookfield REIT Adviser LLC, a Delaware limited liability company (the “Adviser,” and together with the Operating Partnership and the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the A&R Advisory Agreement (as defined below).
SECOND AMENDMENT TO UNCOMMITTED UNSECURED LINE OF CREDITUncommitted Unsecured Line of Credit • October 13th, 2023 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts
This SECOND AMENDMENT TO UNCOMMITTED UNSECURED LINE OF CREDIT (this “Second Amendment”) is dated as of October 10, 2023, and effective as of November 2, 2023 (the “Effective Date”) and is entered into by the borrower named on the signature pages hereto (the “Borrower”) and the lender named on the signature pages hereto (the “Lender”).
