EX-10.1


   

   

  September 13, 2021

   

   

  VIA E-MAIL				          VIA E-MAIL 

  C-III Capital Partners LLC		  RRE Legacy Co. LLC

  c/o Island Capital Group LLC	  c/o Island Capital Group LLC

  717 Fifth Avenue			          717 Fifth Avenue

  New York, NY 10022			  New York, NY 10022

  Attn:  Jeffrey P. Cohen		          Attn: Jeffrey P. Cohen  

  		 

  Re:	Amended and Restated Limited Partnership Agreement

  		         of RRE Opportunity OP II, LP

   

  Ladies and Gentlemen:

   

  	As of the date hereof, C-III Capital Partners LLC (“C-III”) and RRE Legacy Co. LLC, f/k/a Resource Real Estate LLC (“Legacy Co”) hold 61,229.000 and 258,736.000 Series A Preferred Units (collectively, the “Preferred Units”), respectively, in RRE Opportunity OP II, LP (the “Partnership”) pursuant to that certain Amended and Restated Limited Partnership Agreement of RRE Opportunity OP II, LP (the “Partnership Agreement”).   All capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Partnership Agreement.  

   

  Pursuant to Exhibit C, Section 6(c) of the Partnership Agreement, “Following the second anniversary of the Original Issuance Date, the Partnership may, at its option, redeem the outstanding Series A Preferred Units, in whole or from time to time, in part, at the Redemption Price on the Redemption Date.”   The Board of Directors of Resource REIT, Inc. (the “REIT”), the general partner of the Partnership, has determined that it would be in the best interest of the REIT for the Partnership to redeem all of the Preferred Units prior to the second anniversary of the Original Issuance Date.  C-III’s and Legacy Co’s consent is requested to waive the full holding period provided for in Exhibit C, Section 6(c) and accept payment in redemption of all of the outstanding Preferred Units held by C-III and Legacy Co at the Redemption Price plus all accrued dividends on September 14, 2021.  If you are in agreement with this proposal, please sign below and return this letter to me.  

   

  	 C-III and Legacy Co also hold 1,442,811.370 and 6,096,926.161 Contribution Common Units in the Partnership (collectively, the “Common Units”), respectively, and each of them has verbally indicated the desire to exercise its Exchange Right with respect to all of the Common Units owned by it on or before September 15, 2021.  Although Section 8.5(g) of the Partnership Agreement requires that the Common Units be held for at least two (2) years prior to exercising the Exchange Right, the Board of Directors of the REIT has also agreed to waive that requirement.  The Partnership Agreement requires that the Exchanging Partner deliver a Notice of Exchange to the Partnership and to the General Partner.  Your signature below will also signify that this letter shall be considered the Notice of Exchange. 

   

  

   

  C-III Capital Partners LLC and RRE Legacy Co. LLC

  September 13, 2021

  Page 2 of 2

   

  	 

  Pursuant to Section 8.5(b) of the Partnership Agreement, the General Partner, on behalf of itself and the Partnership, hereby accepts this letter agreement once signed by C-III and Legacy Co, as the Notice of Exchange and elects to purchase the Common Units from C-III and Legacy Co by paying them each the applicable REIT Shares Amount on September 14, 2021.  

   

   

  Very truly yours,

         

  /s/ Alan F. Feldman

  Alan F. Feldman

  Chief Executive Officer

  Resource REIT, Inc.

   

   

   

   

  Each of the undersigned hereby (i) consents to the redemption of all of the Preferred Units on September 14, 2021, and in connection therewith, waives the right to hold any such Preferred Units until September 8, 2022 or later as contemplated by the Partnership Agreement and (ii) agrees that this letter agreement shall be considered a Notice of Exchange with respect to the Common Units as required pursuant to Section 8.5(b) of the Partnership Agreement.  

   

   

   

  C-III Capital Partners LLC			RRE Legacy Co. LLC

   

   

  By: /s/ Jeffrey P. Cohen				By: /s/ Jeffrey P. Cohen

  Name:	Jeffrey P. Cohen			Name:  Jeffrey P. Cohen

  Title:	President					Title:    President

  Date:	September 13, 2021		Date:    September 13, 2021

   

   

   

   

  cc:	Marc Levy (via email)