WHOLESALING AGREEMENT FOR BD INTRODUCTIONSWholesaling Agreement • April 14th, 2023 • Belpointe PREP, LLC • Real estate • New York
Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Wholesaler”) to participate in the distribution of Class A units (the “Units”) representing limited liability company interest in the Company subject to the terms of this Wholesaling Agreement (the “Agreement”).
MORTGAGE DEED AND SECURITY AGREEMENTBelpointe PREP, LLC • January 6th, 2022 • Real estate • Connecticut
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BELPOINTE PREP, LLC (a Delaware limited liability company)Limited Liability Company Operating Agreement • April 22nd, 2021 • Belpointe PREP, LLC • Real estate • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BELPOINTE PREP, LLC, dated as of the [●] day of [●], 2021 (the “Effective Date”), by and among Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), together with any other Persons who are or become Members in the Company or parties hereto as provided herein.
PARTICIPATING DEALER AGREEMENTParticipating Dealer Agreement • April 14th, 2023 • Belpointe PREP, LLC • Real estate • New York
Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Dealer”) to participate in the distribution of Class A units (the “Units”) representing limited liability company interest in the Company subject to the terms of this Participating Dealer Agreement (the “Agreement”).
EMPLOYEE AND COST SHARING AGREEMENTEmployee and Cost Sharing Agreement • July 30th, 2020 • Belpointe PREP, LLC • Real estate • Connecticut
This EMPLOYEE AND COST SHARING AGREEMENT (the “Agreement”), dated as of the [●] day of [●], 2020, is made and entered into by and among Belpointe, LLC, a Connecticut limited liability company (together with its Subsidiaries, Associates and Affiliates “Belpointe”), Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), Belpointe PREP OC, LLC, a Delaware limited liability company (the “Operating Company,” and together with the Company, their respective Subsidiaries, Associates and Affiliates the “Company Group”), and Belpointe PREP Manager, LLC, a Delaware limited liability company (the “Manager”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of [●] [●], 2020.
AGREEMENT AND PLAN OF MERGER by and among BELPOINTE PREP, LLC, BREIT MERGER, LLC, and BELPOINTE REIT, INC. dated as of April 21, 2021Agreement and Plan of Merger • April 22nd, 2021 • Belpointe PREP, LLC • Real estate • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 21, 2021, is made and entered into by and among Belpointe PREP, LLC, a Delaware limited liability company (“Belpointe PREP”), BREIT Merger, LLC, a Delaware limited liability company and a wholly owned subsidiary of Belpointe PREP (“Merger Sub”), and Belpointe REIT, Inc., a Maryland corporation (“Belpointe REIT”) (each, a “Party,” and collectively, the “Parties”). Capitalized terms shall have the meanings ascribed to them in Article I.
DEALER MANAGER AGREEMENTDealer Manager Agreement • April 14th, 2023 • Belpointe PREP, LLC • Real estate • New York
This Dealer Manager Agreement (this “Agreement”) is entered into by and between Belpointe PREP, LLC, a Delaware limited liability company (the “Company”) and Emerson Equity LLC, a California limited liability company (the “Dealer Manager”).
APPENDIX B: FORM OF SUBSCRIPTION AGREEMENTBelpointe PREP, LLC • July 30th, 2020 • Real estate
MANAGEMENT AGREEMENTManagement Agreement • April 22nd, 2021 • Belpointe PREP, LLC • Real estate • Delaware
This Management AGREEMENT (this “Agreement”), dated as of the 21st day of April, 2021, by and among Belpointe PREP, LLC, a Delaware limited liability (the “Company”), the Operating Companies (as hereinafter defined), and Belpointe PREP Manager, LLC, a Delaware limited liability company (the “Manager”), is effective as of the 28th day of October, 2020 (the “Effective Date”). Capitalized terms shall have the meaning set forth in Article 1.
ContractAgreement for Purchase and Sale • November 4th, 2021 • Belpointe PREP, LLC • Real estate
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
MANAGEMENT AGREEMENT by and among BELPOINTE PREP, LLC BELPOINTE PREP OC, LLC AND BELPOINTE PREP MANAGER, LLCManagement Agreement • July 30th, 2020 • Belpointe PREP, LLC • Real estate • Delaware
This Management AGREEMENT (this “Agreement”), dated as of the [●] day of [●], 2020, is entered into by and among Belpointe PREP, LLC, a Delaware limited liability (the “Company”), Belpointe PREP OC, LLC, a Delaware limited liability company (the “Operating Company,” and together with the Company, their respective Subsidiaries, Associates and Affiliates, the “Company Group”), and Belpointe PREP Manager, LLC, a Delaware limited liability company (the “Manager”).
PROMISSORY NOTE (MEZZANINE LOAN)Belpointe PREP, LLC • March 29th, 2024 • Real estate • New York
FOR VALUE RECEIVED, BP MEZZ 1991 MAIN, LLC, a Delaware limited liability company (whether one or more, “Borrower”), hereby promises to pay to the order of SOUTHERN REALTY TRUST HOLDINGS LLC, a Delaware limited liability company, having an address at 525 Okeechobee Blvd., Suite 1650, West Palm Beach, Florida 33401 (together with its successors and assigns and any subsequent holders of this Promissory Note, the “Lender”), as hereinafter provided, the principal sum of FIFTY SIX MILLION THREE HUNDRED SEVENTY-SEVEN THOUSAND FIVE HUNDRED FIFTY ONE AND NO/100 DOLLARS ($56,377,551.00) or so much thereof as may be advanced by Lender from time to time hereunder to or for the benefit or account of Borrower, together with interest thereon at the Note Rate (as hereinafter defined), and otherwise in strict accordance with the terms and provisions hereof.
PROMISSORY NOTE (MEZZANINE LOAN)Belpointe PREP, LLC • September 20th, 2024 • Real estate • New York
FOR VALUE RECEIVED, BP MEZZ 1991 MAIN, LLC, a Delaware limited liability company (whether one or more, “Borrower”), hereby promises to pay to the order of SOUTHERN REALTY TRUST HOLDINGS LLC, a Delaware limited liability company, having an address at 525 Okeechobee Blvd., Suite 1650, West Palm Beach, Florida 33401 (together with its successors and assigns and any subsequent holders of this Promissory Note, the “Lender”), as hereinafter provided, the principal sum of FIFTY SIX MILLION THREE HUNDRED SEVENTY-SEVEN THOUSAND FIVE HUNDRED FIFTY ONE AND NO/100 DOLLARS ($56,377,551.00) or so much thereof as may be advanced by Lender from time to time hereunder to or for the benefit or account of Borrower, together with interest thereon at the Note Rate (as hereinafter defined), and otherwise in strict accordance with the terms and provisions hereof.
MORTGAGE DEED AND SECURITY AGREEMENTMortgage Deed and Security Agreement • July 1st, 2022 • Belpointe PREP, LLC • Real estate • Connecticut
EMPLOYEE AND COST SHARING AGREEMENTEmployee and Cost Sharing Agreement • April 22nd, 2021 • Belpointe PREP, LLC • Real estate • Delaware
This EMPLOYEE AND COST SHARING AGREEMENT (the “Agreement”), dated as of the 21st day of April, 2021, by and among Belpointe, LLC, a Connecticut limited liability company (together with its Subsidiaries, Associates and Affiliates “Belpointe”), Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), the Operating Companies, and Belpointe PREP Manager, LLC, a Delaware limited liability company (the “Manager”), is effective as of the 28th day of October, 2020 (the “Effective Date”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Liability Company Agreement of Belpointe PREP, LLC.
SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale • November 4th, 2021 • Belpointe PREP, LLC • Real estate
THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this “Amendment”) is made effective as of the 31st day of August, 2021 (the “Effective Date”) by and between [***] LLC, a Delaware limited liability company (“Seller”) and BELPOINTE PREP ACQUISITIONS, LLC, a Connecticut limited liability company (“Buyer”).
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REALAgreement for Purchase and Sale • November 4th, 2021 • Belpointe PREP, LLC • Real estate
PROPERTY (this “Amendment”) is made effective as of the 11th day of August, 2021 (the “Effective Date”), by and between [***] LLC, a Delaware limited liability company (“Seller”) and BELPOINTE PREP ACQUISITIONS, LLC, a Connecticut limited liability company (“Buyer”).
