0001193125-21-216426 Sample Contracts

ADVISER TRANSITION AGREEMENT BY AND AMONG OAKTREE REAL ESTATE INCOME TRUST, INC., OAKTREE FUND ADVISORS, LLC AND BROOKFIELD REIT ADVISER LLC
Adviser Transition Agreement • July 15th, 2021 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ADVISER TRANSITION AGREEMENT, dated as of July 15, 2021 (this “Agreement”), is made and entered into by and among Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “REIT”), Oaktree Fund Advisors, LLC, a Delaware limited liability company (“Oaktree”), and Brookfield REIT Adviser LLC, a Delaware limited liability company (“Brookfield”). In this Agreement, the REIT, Oaktree and Brookfield are sometimes referred to individually as a “Party” and, collectively, as the “Parties.”

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COMMITMENT AGREEMENT
Commitment Agreement • July 15th, 2021 • Oaktree Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Commitment Agreement, dated as of July 15, 2021 (this “Agreement”), is made and entered into by and among Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the “REIT”), Oaktree Real Estate Income Trust Holding, L.P., a Delaware limited partnership (the “Operating Partnership”), and Brookfield Asset Management, Inc., an Ontario corporation (“Brookfield”). In this Agreement, the REIT, the Operating Partnership and Brookfield are referred to individually as a “Party” and, collectively, as the “Parties.” Any capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to such terms in the Transition Agreement (as defined below).

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