0001493152-15-005340 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • November 12th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts • California

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of the Effective Date (as defined below) by and between LANDWIN REALTY INVESTMENTS HOLDINGS LLC, a Delaware limited liability company, (“Landwin Holdings”) and LANDWIN MANAGEMENT, LLC, a Delaware limited liability company (“Manager”, each a “Party” and, collectively, the “Parties”).

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MEZZANINE NOTE
Landwin Realty Trust, Inc. • November 12th, 2015 • Real estate investment trusts
PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • November 12th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts • New York

PLEDGE AND SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November[ ], 2015, between 32ND ST. LANDIS FAMILY HOLDINGS LLC, a Delaware limited liability company (the “Pledgor”), and LANDWIN PARTNERS FUND I, LLC, a Delaware limited liability company (the “Secured Party”).

MEZZANINE LOAN AGREEMENT
Mezzanine Loan Agreement • November 12th, 2015 • Landwin Realty Trust, Inc. • Real estate investment trusts

MEZZANINE LOAN AGREEMENT (this “Agreement”), dated as of the [__] day of November , 2015, by and between 32ND ST. LANDIS FAMILY HOLDINGS LLC, a Delaware limited liability company (“Borrower”) and LANDWIN PARTNERS FUND I, LLC, Delaware limited liability company (together with its successors and assigns, “Lender”).

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