DEALER MANAGER AGREEMENTDealer Manager Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
This Dealer Manager Agreement (this “Agreement”) is entered into by and between Brookfield Real Estate Income Trust Inc. (formerly Oaktree Real Estate Income Trust, Inc.), a Maryland corporation (the “Company”) and Brookfield Oaktree Wealth Solutions LLC, a Delaware limited liability company (the “Dealer Manager”).
Uncommitted Unsecured Line of CreditLetter Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD REIT OPERATING PARTNERSHIP L.P. A DELAWARE LIMITED PARTNERSHIP NOVEMBER 2, 2021Brookfield Real Estate Income Trust Inc. • November 8th, 2021 • Real estate investment trusts • Delaware
This Second Amended and Restated Limited Partnership Agreement of Brookfield REIT Operating Partnership L.P. (this “Agreement”) is entered into as of November 2, 2021, by and among Brookfield REIT OP GP LLC, a Delaware limited liability company, as the General Partner, Oaktree Real Estate Income Trust MGR, LLC, a Delaware limited liability company, as the Withdrawing General Partner, Brookfield Real Estate Income Trust Inc., a Maryland corporation, as the REIT Limited Partner, Brookfield REIT OP Special Limited Partner L.P., a Delaware limited partnership, as the Special Limited Partner, and the other Limited Partners party hereto from time to time. This Agreement shall supersede and replace any and all prior limited partnership agreements of the Partnership, including without limitation the Prior Agreement (defined below).
CONTRIBUTION AGREEMENT by and among BOP Nest Domain JV LLC BOP Nest Domain LLC BOP Nest Nashville JV LLC BOP Nest Nashville LLC and Brookfield REIT Operating Partnership L.P. (formerly Oaktree Real Estate Income Trust Holdings, L.P.) Dated as of...Contribution Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2021, by and among BOP Nest Domain JV LLC, a Delaware limited liability company (“BOP Domain JV”), BOP Nest Nashville JV LLC, a Delaware limited liability company (“BOP Nashville JV” and, together with BOP Domain JV, each a “BOP JV Entity” and collectively the “BOP JV Entities”), BOP Nest Domain LLC, a Delaware limited liability company (the “Domain Company”), BOP Nest Nashville LLC, a Delaware limited liability company (the “Nashville Company”, and, collectively with the Domain Company, the “Companies”), and Brookfield REIT Operating Partnership L.P. (formerly Oaktree Real Estate Income Trust Holdings, L.P.), a Delaware limited partnership (the “Investor”).
CONTRIBUTION AGREEMENTContribution Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • Delaware
This Contribution Agreement (this “Agreement”) is made as of November 2, 2021, by and among BUSI II-C L.P., a Delaware limited partnership (“Assignor”), Brookfield REIT Operating Partnership L.P., a Delaware limited partnership (“Assignee”) and Brookfield Real Estate Income Trust Inc., a Maryland corporation (the “REIT”), in the presence of Brookfield REIT Lux S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 15, boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 260.428 (the “Company”).
OPTION INVESTMENTS SUB-ADVISORY AGREEMENT BY AND AMONG BROOKFIELD REAL ESTATE INCOME TRUST INC., BROOKFIELD REIT OPERATING PARTNERSHIP, L.P., BROOKFIELD REIT ADVISER LLC, AND OAKTREE FUND ADVISORS, LLCSub-Advisory Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS SUB-ADVISORY AGREEMENT (this “Agreement”), dated and effective as of November 2, 2021 (the “Effective Date”), by and among Brookfield Real Estate Income Trust Inc. (formerly, Oaktree Real Estate Income Trust, Inc.), a Maryland corporation (the “Company”), Brookfield REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Brookfield REIT Adviser LLC, a Delaware limited liability company (the “Adviser”), and Oaktree Fund Advisors, LLC, a Delaware limited liability company (including its assignee pursuant to the terms of this Agreement, the “Sub-Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
OPTION INVESTMENTS PURCHASE AGREEMENT BY AND AMONG BROOKFIELD REAL ESTATE INCOME TRUST INC., BROOKFIELD REIT OPERATING PARTNERSHIP L.P., BROOKFIELD REIT ADVISER LLC AND OAKTREE FUND ADVISORS, LLCOption Investments Purchase Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS OPTION INVESTMENTS PURCHASE AGREEMENT (this “Agreement”), dated as of November 2, 2021, is entered into by and among Brookfield Real Estate Income Trust Inc. (formerly Oaktree Real Estate Income Trust, Inc.), a Maryland corporation (the “Company”), Brookfield REIT Operating Partnership L.P. (formerly Oaktree Real Estate Income Trust Holding, L.P.), a Delaware limited partnership (the “Operating Partnership”), Oaktree Fund Advisors, LLC, a Delaware limited liability company (“Oaktree”), and, for the limited purpose of Section 2(d) hereof, Brookfield REIT Adviser LLC, a Delaware limited liability company (the “Adviser”).
ADVISORY AGREEMENT BY AND AMONG BROOKFIELD REAL ESTATE INCOME TRUST INC., BROOKFIELD REIT OPERATING PARTNERSHIP, L.P. AND BROOKFIELD REIT ADVISER LLCAdvisory Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of November 2, 2021 is by and among Brookfield Real Estate Income Trust Inc. (formerly Oaktree Real Estate Income Trust, Inc.), a Maryland corporation (the “Company”), Brookfield REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Brookfield REIT Adviser LLC, a Delaware limited liability company (the “Adviser”). This Agreement shall become effective as of the date hereof (the “Effective Date”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 8th, 2021 • Brookfield Real Estate Income Trust Inc. • Real estate investment trusts • New York
This Agreement is effective November 2, 2021 (the “Effective Date”), by and between Brookfield Office Properties Inc. (“Licensor”), a corporation organized under the laws of Canada, having an office at Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3 and Brookfield Real Estate Income Trust Inc. (“Licensee”), a corporation organized under the laws of Maryland, having an office at Brookfield Place New York, 250 Vesey Street, 15th Floor, New York, New York 10281 (collectively, the “Parties”).
