BRIX REIT, INC. Shares of Common Stock FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • October 31st, 2019 • BRIX REIT, Inc. • Real estate investment trusts • Utah
THIS AGREEMENT is entered into as of _____________, 2019 by and among BRIX REIT, Inc. (the “Company”) and North Capital Private Securities Corporation (“NCPS” or the “Dealer Manager”) in connection with the offering and sale by the Company of up to [$] of shares of common stock of the Company (the “Shares”), subject to increase at the option of the Company, to “qualified investors” as that term is defined in Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in a Regulation A+ Tier 2 Offering (the “Offering”). The Company desires for NCPS to act as its agent in connection with the Offering.
Loan AgreementLoan Agreement • October 31st, 2019 • BRIX REIT, Inc. • Real estate investment trusts • California
THIS LOAN AGREEMENT is entered into on the above date between Pacific Mercantile Bank (“Lender”), whose address is 949 South Coast Drive, 3rd Floor, Costa Mesa, CA 92626, and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.) This Agreement amends, restates, replaces and supersedes, in their entirety, that certain Business Loan Agreement dated April 11, 2018 between Lender and Borrower and that certain Promissory Note dated February 20, 2018 by Borrower in favor of Lender (collectively, the “Prior Loan Agreement”). This Agreement does not constitute a novation of the Prior Loan Agreement but, rather, an amendment and continuation thereo
termination OF ADVISORY agreementTermination of Advisory Agreement • October 31st, 2019 • BRIX REIT, Inc. • Real estate investment trusts • Maryland
THIS TERMINATION OF ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of October 28, 2019, by and among (i) BRIX REIT, Inc., a real estate investment trust organized under the laws of the State of Maryland (f/k/a RW Holdings Student Housing REIT, Inc.) (the “Company”), (ii) Brix Student Housing Operator, LLC (f/k/a RW Holdings Student Housing REIT Operator, LLC), a Delaware limited liability company (the “Advisor”) and (iii) BrixInvest, LLC, a Delaware limited liability company (f/k/a Rich Uncles LLC) (the “Sponsor,” and together with the Company and the Advisor, the “Parties” and individually, each a “Party”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to them in the Advisory Agreement (as defined below).
Second Amendment to Loan AgreementLoan Agreement • October 31st, 2019 • BRIX REIT, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO LOAN AGREEMENT (“Amendment”) is entered into between Pacific Mercantile Bank (“Lender”), whose address is 949 South Coast Drive, 3rd Floor, Costa Mesa, CA 92626, and the borrower named above (“Borrower”) whose chief executive office is located at the above address.
First Amendment to Loan AgreementLoan Agreement • October 31st, 2019 • BRIX REIT, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO LOAN AGREEMENT (“Amendment”) is entered into between Pacific Mercantile Bank (“Lender”), whose address is 949 South Coast Drive, 3rd Floor, Costa Mesa, CA 92626, and the borrower named above (“Borrower”) whose chief executive office is located at the above address.
PURCHASE AND SALE AGREEMENT BY AND BETWEEN as Seller, and BRIX REIT, INC. as Buyer for THE STARBUCKS LOCATED AT 2700 ANDERSON AVE., MANHATTAN, KS 66502 Dated: August 20, 2019Purchase and Sale Agreement • October 31st, 2019 • BRIX REIT, Inc. • Real estate investment trusts • Kansas
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) dated for reference purposes only as of August 20, 2019, is by and between 2700 ANDERSON, LLC, a Kansas limited liability company (“Seller”), and BRIX REIT, INC., a Maryland corporation (“Buyer”) and is made based on following facts intentions and understandings:
