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
ASPEN REIT, INC. 1,675,000 SHARES OF COMMON STOCK FORM OF SELLING AGENCY AGREEMENTSelling Agency Agreement • January 19th, 2018 • Aspen REIT, Inc. • Real estate investment trusts • New York
Aspen REIT, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell 1,675,000 shares (the “Shares”) of common stock, par value 0.01 per share, of the Company (the “Common Stock”) to investors (collectively, the “Investors”) in an initial public offering (the “Offering”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”), through Maxim Group LLC and its online division, M-Vest, as Lead Agent (the “Lead Agent”), acting on a best efforts/all-or-none basis only, in connection with such sales.
FORM OF SUBSCRIPTION AGREEMENT FOR SHARES OF COMMON STOCK OF ASPEN REIT, INC.Subscription Agreement • January 19th, 2018 • Aspen REIT, Inc. • Real estate investment trusts • New York
This Subscription Agreement confirms the agreement of the undersigned (the “Subscriber”) to subscribe for and purchase (1) shares of common stock, $0.01 par value per share (the “Shares”), of Aspen REIT, Inc., a Maryland corporation (the “Company”), for a purchase price of $20.00 per Share, for a total purchase price of the number of Shares times the price per Share (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular, dated , 2018 (the “Circular”) for the offer and sale of the Shares by the Company (the “Offering”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
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”).
