INDEMNIFICATION AGREEMENTIndemnification Agreement • July 5th, 2023 • Sculptor Diversified Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the __ day of _____, ___ by and between Sculptor Diversified Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
SECOND AMENDED AND RESTATED ADVISORY AGREEMENT AMONG SCULPTOR DIVERSIFIED REAL ESTATE INCOME TRUST, INC., SCULPTOR DIVERSIFIED REIT OPERATING PARTNERSHIP LP, AND SCULPTOR ADVISORS LLCAdvisory Agreement • July 5th, 2023 • Sculptor Diversified Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of the 21st day of June, 2023 (the “Effective Date”), is by and among Sculptor Diversified Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), Sculptor Diversified REIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Sculptor Advisors LLC, a Delaware limited liability company (the “Adviser”). This Agreement amends and restates the Amended and Restated Advisory Agreement (the “First Amended and Restated Agreement”) dated as of February 9, 2023, which amended and restated the Advisory Agreement dated as of December 21, 2022. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 5th, 2023 • Sculptor Diversified Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of January 4, 2023, is entered into between Sculptor RE Holdings XVII LLC, a Delaware limited liability company (“Seller”), on the one hand, and Sculptor Diversified REIT Operating Partnership LP, a Delaware limited partnership (“Buyer”), on the other hand.
CAPGROW HOLDINGS JV LLC Second Amended and REstated LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF JANUARY 4, 2023Limited Liability Company Agreement • July 5th, 2023 • Sculptor Diversified Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAPGROW HOLDINGS JV LLC (the “Company”), dated as of January 4, 2023, by and among CapGrow Holdings Member LLC, a Delaware limited liability company (the “Majority Member”), Attollo Venture LLC, a Delaware limited liability company (“Attollo”), and such other persons as shall hereinafter become members as hereinafter provided (each a “Member” and, collectively, the “Members”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF JANUARY 4, 2023Limited Liability Company Agreement • July 5th, 2023 • Sculptor Diversified Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAPGROW HOLDINGS MEMBER LLC (the “Company”), dated as of January 4, 2023, by and among Sculptor Diversified REIT Operating Partnership LP, a Delaware limited partnership (the “Majority Member”), and Sculptor RE Holdings XVII LLC, a Delaware limited liability company (the “Fund 3 Member”), and such other persons as shall hereinafter become members as hereinafter provided (each a “Member” and, collectively, the “Members”).
Trademark License AgreementTrademark License Agreement • July 5th, 2023 • Sculptor Diversified Real Estate Income Trust, Inc. • Real estate investment trusts • New York
This Trademark License Agreement (“Agreement”), dated as of February 10, 2023 (the “Effective Date”), is by and between Sculptor Capital LP (“Licensor”) and Sculptor Diversified Real Estate Income Trust, Inc. (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • July 5th, 2023 • Sculptor Diversified Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware
This Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of February 9, 2023, amends and restates the Amended and Restated Limited Partnership Agreement entered into as of December 22, 2022, between Sculptor Diversified Real Estate Income Trust, Inc., a Maryland corporation, as general partner (the “General Partner”) and a limited partner, and Sculptor Diversified REIT Special Limited Partner LP, a Delaware limited partnership, as a special limited partner (the “Special Limited Partner”), and the limited partners hereto from time to time.
VOTING AGREEMENT between SCULPTOR DIVERSIFIED REAL ESTATE INCOME TRUST, INC., and THE STATE OF OREGON, BY AND THROUGH THE OREGON INVESTMENT COUNCIL ON BEHALF OF THE OREGON PUBLIC EMPLOYEES RETIREMENT FUNDVoting Agreement • July 5th, 2023 • Sculptor Diversified Real Estate Income Trust, Inc. • Real estate investment trusts • Oregon
THIS VOTING AGREEMENT (this “Agreement”), dated as of December 22, 2022, is between The State of Oregon, by and through the Oregon Investment Council on behalf of the Oregon Public Employees Retirement Fund (the “Stockholder”) and Sculptor Diversified Real Estate Income Trust, Inc., a Maryland corporation (“SDREIT”). SDREIT and the Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
