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).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FRONTVIEW OPERATING PARTNERSHIP LP October 3, 2024Agreement of Limited Partnership • October 7th, 2024 • FrontView REIT, Inc. • 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 • 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”).
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”).
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 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
