EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and among FrontView REIT Inc., a Maryland corporation (the “REIT”), FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Company”), and the Operating Company’s subsidiary, FrontView Employee Sub, LLC, a Delaware limited liability company (the “REIT Operator” and, together with the REIT and the Operating Company, the “Company”), and Drew Ireland (“Executive”) (each of Executive and the Company, a “Party,” and collectively, the “Parties”) is dated as of the Effective Date (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and among FrontView REIT Inc., a Maryland corporation (the “REIT”), FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Company”), and the Operating Company’s subsidiary, FrontView Employee Sub, LLC, a Delaware limited liability company (the “REIT Operator” and, together with the REIT and the Operating Company, the “Company”), and Stephen Preston (“Executive”) (each of Executive and the Company, a “Party,” and collectively, the “Parties”) is dated as of the Effective Date (as defined below).
CREDIT AGREEMENT dated as of September 6, 2024 among FRONTVIEW OPERATING PARTNERSHIP LP, as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS FARGO BANK, N.A., BANK OF AMERICA, N.A. and CIBC BANK USA, as...Credit Agreement • September 9th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • New York
CREDIT AGREEMENT dated as of September 6, 2024 (this “Agreement”), among FRONTVIEW OPERATING PARTNERSHIP LP, a Delaware limited partnership, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDED AND RESTATED OUTSOURCING AGREEMENTOutsourcing Agreement • September 27th, 2024 • FrontView REIT, Inc. • Real estate investment trusts
AMENDED AND RESTATED OUTSOURCING AGREEMENT dated as of September 2 7 , 2024 (the “Agreement”) between (a) FrontView Operating Partnership LP, a Delaware limited partnership (“FVR”), and (b) North American Asset Management Corp., an Ontario Coporation (“NAAM”). FVR and NAAM are each sometimes individually referred to herein as a “Party” and collectively as the “Parties”. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the respective meanings assigned to them in that certain Amended and Restated Internalization Agreement, dated as of July 10, 2024 (as it may be further amended, restated or supplemented from time to time, the “Internalization Agreement”).
CONTRIBUTION AGREEMENTContribution Agreement • September 9th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [_], 2024 by and between NADG NNN Convertible Preferred (Canadian) LP, an Ontario limited partnership (“Canadian Preferred Investment Entity”, hereinafter the “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Party, the “Parties”). Reference is made to that certain Amended and Restated Limited Partnership Agreement of NADG NNN Operating LP, a Delaware limited partnership (“Fund OP”), dated as of July 9, 2021, by and among NADG NNN Operating GP, LLLP, a Delaware limited liability limited partnership, and the parties listed in the books and records of the Fund OP as limited partners from time to time (the “Fund OP Agreement”).
CONTRIBUTION AGREEMENTContribution Agreement • September 9th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [_], 2024 by and between the individuals listed on Schedule 1 hereto (each, a “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Parties, the “Parties”). Capitalized terms used and otherwise not defined herein shall have the meanings ascribed to them in the Confidential Exchange Offer and Election Memorandum for Limited Partnership Interests of the Operating Partnership or Shares of Common Stock of Frontview REIT, Inc., dated as of December 19, 2023 (the “Exchange Offer Memorandum”). Reference is also made to that certain Limited Partnership Agreement of NADG NNN Property Fund LP, a Delaware limited partnership (“Fund REIT”), dated as of January 6, 2016, by and among NADG NNN Property Fund GP, LLLP, a Delaware limited liability limited partnership, and the persons admitted to Fund REIT as limited partners from ti
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FRONTVIEW OPERATING PARTNERSHIP LPFrontView REIT, Inc. • September 9th, 2024 • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as may be further amended, supplemented or restated from time to time, the “Agreement”) of FrontView Operating Partnership LP, (the “Partnership”) is dated as of [____], 2024 and entered into by and among FrontView REIT, Inc., a Maryland corporation, as the general partner (the “General Partner”), NADG NNN Property Fund GP (Canada) ULC (the “Original GP”), 1884969 Ontario Limited (the “Original LP”), and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
OUTSOURCING AGREEMENTOutsourcing Agreement • September 24th, 2024 • FrontView REIT, Inc. • Real estate investment trusts
OUTSOURCING AGREEMENT dated as of September 24, 2024 (the “Agreement”) between (a) FrontView Operating Partnership LP, a Delaware limited partnership (“FVR”), and (b) North American Asset Management Corp., an Ontario Coporation (“NAAM”). FVR and NAAM are each sometimes individually referred to herein as a “Party” and collectively as the “Parties”. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the respective meanings assigned to them in that certain Amended and Restated Internalization Agreement, dated as of July 10, 2024 (as it may be further amended, restated or supplemented from time to time, the “Internalization Agreement”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FRONTVIEW OPERATING PARTNERSHIP LP October 3, 2024FrontView REIT, Inc. • October 7th, 2024 • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as may be further amended, supplemented or restated from time to time, the “Agreement”) of FrontView Operating Partnership LP, (the “Partnership”) is dated as of October 3, 2024 and entered into by and among FrontView REIT, Inc., a Maryland corporation, as the general partner (the “General Partner”), NADG NNN Property Fund GP (Canada) ULC (the “Original GP”), 1884969 Ontario Limited (the “Original LP”), and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
CONTRIBUTION AGREEMENTContribution Agreement • September 24th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [_], 2024 by and between the individuals listed on Schedule 1 hereto (each, a “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Parties, the “Parties”). Capitalized terms used and otherwise not defined herein shall have the meanings ascribed to them in that certain Limited Liability Company Agreement of NADG NNN Convertible Preferred LLC, a Delaware limited liability company (“U.S. Preferred Investment Entity”), dated as of July 9, 2021, by and among Randall Starr, as the initial member of the U.S. Preferred Investment Entity, and the persons admitted to U.S. Preferred Investment Entity as members from time to time (as amended through the date hereof, the “Operating Agreement”).
CONTRIBUTION AGREEMENTContribution Agreement • September 24th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [_], 2024 by and between NADG NNN Convertible Preferred (Canadian) LP, an Ontario limited partnership (“Canadian Preferred Investment Entity”, hereinafter the “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Party, the “Parties”). Reference is made to that certain Amended and Restated Limited Partnership Agreement of NADG NNN Operating LP, a Delaware limited partnership (“Fund OP”), dated as of July 9, 2021, by and among NADG NNN Operating GP, LLLP, a Delaware limited liability limited partnership, and the parties listed in the books and records of the Fund OP as limited partners from time to time (the “Fund OP Agreement”).
CONTRIBUTION AGREEMENTContribution Agreement • September 9th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [_], 2024 by and between NADG NNN Property Fund (US) Limited Partnership, a Delaware limited partnership (“US LP”, hereinafter the “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Party, the “Parties”). Reference is made to that certain Limited Partnership Agreement of NADG NNN Property Fund LP, a Delaware limited partnership (“Fund REIT”), dated as of January 6, 2016, by and among NADG NNN Property Fund GP, LLLP, a Delaware limited liability limited partnership, and the persons admitted to Fund REIT as limited partners from time to time (the “Fund REIT Agreement”).
CONTRIBUTION AGREEMENTContribution Agreement • September 9th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [_], 2024 by and between the individuals listed on Schedule 1 hereto (each, a “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Parties, the “Parties”). Capitalized terms used and otherwise not defined herein shall have the meanings ascribed to them in that certain Limited Liability Company Agreement of NADG NNN Convertible Preferred LLC, a Delaware limited liability company (“U.S. Preferred Investment Entity”), dated as of July 9, 2021, by and among Randall Starr, as the initial member of the U.S. Preferred Investment Entity, and the persons admitted to U.S. Preferred Investment Entity as members from time to time (as amended through the date hereof, the “Operating Agreement”).
LOAN AND SECURITY AGREEMENT AMONG NADG NNN 50/50 LP, a Delaware limited partnership, as Borrower AND THE SUBSIDIARY GUARANTORS PARTY HERETO AND THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES, as Lenders AND CIBC BANK USA, an Illinois...Loan and Security Agreement • September 9th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Florida
MASTER INDENTURE Dated as of December 9, 2019 among THE ISSUERS SET FORTH ON SCHEDULE 1, as Issuers and CITIBANK, N.A., as Indenture Trustee NET-LEASE MORTGAGE NOTESMaster Indenture • September 9th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • New York
MASTER INDENTURE, dated as of December 9, 2019 (as amended, modified or supplemented from time to time as permitted hereby, the “Indenture”), among the Issuers set forth on Schedule 1 attached hereto, each a Delaware limited partnership (each, an “Issuer” and collectively, the “Issuers”) and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”) under this Indenture.
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and among FrontView REIT Inc., a Maryland corporation (the “REIT”), FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Company”), and the Operating Company’s subsidiary, FrontView Employee Sub, LLC, a Delaware limited liability company (the “REIT Operator” and, together with the REIT and the Operating Company, the “Company”), and Randall Starr (“Executive”) (each of Executive and the Company, a “Party,” and collectively, the “Parties”) is dated as of the Effective Date (as defined below).
●] Shares FRONTVIEW REIT, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), J.P. Morgan Securities LLC (“J.P. Morgan”), Wells Fargo Securities, LLC (“Wells Fargo”), and BofA Securities, Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with FrontView REIT, Inc., a Maryland corporation (the “Company”), and FrontView Operating Partnership LP, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), providing for the public offering (the “Public Offering”) by the several underwriters named in the Underwriting Agreement, including the Representatives (the “Underwriters”), of the Company’s common stock, par value $0.01 per share (“Common Stock”).
CONTRIBUTION AGREEMENTContribution Agreement • October 7th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 3, 2024 by and between the individuals listed on Schedule 1 hereto (each, a “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Parties, the “Parties”). Capitalized terms used and otherwise not defined herein shall have the meanings ascribed to them in the Confidential Exchange Offer and Election Memorandum for Limited Partnership Interests of the Operating Partnership or Shares of Common Stock of Frontview REIT, Inc., dated as of December 19, 2023 (the “Exchange Offer Memorandum”). Reference is also made to that certain Limited Partnership Agreement of NADG NNN Property Fund LP, a Delaware limited partnership (“Fund REIT”), dated as of January 6, 2016, by and among NADG NNN Property Fund GP, LLLP, a Delaware limited liability limited partnership, and the persons admitted to Fund REIT as limited partners f
CONTRIBUTION AGREEMENTContribution Agreement • October 7th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 2, 2024 by and between NADG NNN Property Fund (US) Limited Partnership, a Delaware limited partnership (“US LP”, hereinafter the “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Party, the “Parties”). Reference is made to that certain Limited Partnership Agreement of NADG NNN Property Fund LP, a Delaware limited partnership (“Fund REIT”), dated as of January 6, 2016, by and among NADG NNN Property Fund GP, LLLP, a Delaware limited liability limited partnership, and the persons admitted to Fund REIT as limited partners from time to time (the “Fund REIT Agreement”).
13,200,000 Shares FRONTVIEW REIT, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), J.P. Morgan Securities LLC (“J.P. Morgan”), Wells Fargo Securities, LLC (“Wells Fargo”), and BofA Securities, Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with FrontView REIT, Inc., a Maryland corporation (the “Company”), and FrontView Operating Partnership LP, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), providing for the public offering (the “Public Offering”) by the several underwriters named in the Underwriting Agreement, including the Representatives (the “Underwriters”), of the Company’s common stock, par value $0.01 per share (“Common Stock”).
CONTRIBUTION AGREEMENTContribution Agreement • October 7th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 3, 2024 by and between the individuals listed on Schedule 1 hereto (each, a “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Parties, the “Parties”). Capitalized terms used and otherwise not defined herein shall have the meanings ascribed to them in that certain Limited Liability Company Agreement of NADG NNN Convertible Preferred LLC, a Delaware limited liability company (“U.S. Preferred Investment Entity”), dated as of July 9, 2021, by and among Randall Starr, as the initial member of the U.S. Preferred Investment Entity, and the persons admitted to U.S. Preferred Investment Entity as members from time to time (as amended through the date hereof, the “Operating Agreement”).
CREDIT AGREEMENT dated as of March 8, 2021 Among NADG NNN OPERATING LP, As Borrower THE OTHER LOAN PARTIES PARTY HERETO, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, As Lenders, CIBC BANK USA, As Administrative Agent and CIBC BANK USA, As Sole...Credit Agreement • September 9th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED INTERNALIZATION AGREEMENTInternalization Agreement • September 9th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
This AMENDED AND RESTATED INTERNALIZATION AGREEMENT (this “Agreement”) is dated as of July 10, 2024 , by and among (i) FrontView REIT, Inc., a Maryland corporation (“FrontView REIT”), (ii) FrontView Operating Partnership LP, a Delaware limited partnership (“FrontView OP”), (iii) NADG NNN Property Fund LP, a Delaware limited partnership (the “ Subsidiary REIT”), (iv) NADG NNN Operating LP, a Delaware limited partnership (the “Subsidiary OP”, and together with the Subsidiary REIT, each an “NADG REIT Party”, and collectively, the “NADG REIT Parties”, and together with FrontView REIT and the FrontView OP, each a “FrontView Party”, and collectively, the “FrontView Parties”), (v) NADG (US) LLLP, a Delaware limited liability limited partnership (“Management Parent 1”), (vi) NADG (US), Inc., a Delaware corporation (“Management Parent 2” and, together with Management Parent 1, “Management Parent”), (vii) NADG NNN Property Fund GP, LLLP, a Delaware limited liability limited partnership (the “Sub
CONTRIBUTION AGREEMENTContribution Agreement • October 7th, 2024 • FrontView REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 2, 2024 by and between NADG NNN Convertible Preferred (Canadian) LP, an Ontario limited partnership (“Canadian Preferred Investment Entity”, hereinafter the “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Party, the “Parties”). Reference is made to that certain Amended and Restated Limited Partnership Agreement of NADG NNN Operating LP, a Delaware limited partnership (“Fund OP”), dated as of July 9, 2021, by and among NADG NNN Operating GP, LLLP, a Delaware limited liability limited partnership, and the parties listed in the books and records of the Fund OP as limited partners from time to time (the “Fund OP Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2024 • FrontView 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 FrontView REIT, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
