Exhibit 10.7


 





LOANCORE REALTY TRUST, INC.



PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT (this “Agreement”)
is made as of this 22nd day of June, 2015, by and among LoanCore Realty Trust, Inc., a Maryland corporation (the “Company”),
DivCore Subordinate Debt Club I, LP, Series A (“Series A DivCore Fund”), DivCore Subordinate Debt Club I, LP,
Series B (“Series B DivCore Fund”) and DivCore Subordinate Debt Club I, LP, Series C (“Series C DivCore
Fund”). For purposes of this Agreement, each of Series A DivCore Fund, Series B DivCore Fund and Series C DivCore Fund
shall be referred to individually as a “Seller” and collectively as the “Sellers.”


 


WHEREAS, as part of a series of transactions
(the “Formation Transactions”) through which the Company intends to consolidate the ownership of its assets
and effectuate the initial public offering (the “IPO”) of shares of its common stock, par value $0.01 per share
(the “Common Stock”), and its concurrent private placements of shares of Common Stock to certain investors,
DivCore Subordinate Debt Club I REIT Holdings, LLC (the “Merging Entity”) will merge with and into the Company,
with the Company as the surviving entity (the “Merger”), on the terms and conditions set forth in an agreement
and plan of merger to be entered into on or around the date of the pricing of the IPO, a form of which is attached hereto as Exhibit
A (the “Merger Agreement”);


 


WHEREAS, pursuant to the terms of the Merger
Agreement, each of the Sellers, in its capacity as a common equity holder of the Merging Entity, will receive, upon the effectiveness
of the Merger, a number of shares of Common Stock determined in accordance with the terms specified on Schedule A hereto
as its merger consideration (as to each Seller, the “Merger Consideration Shares”);


 


WHEREAS, by virtue of the Merger, the Company
shall succeed to the $106,666,000 aggregate principal amount of 12% subordinate debt (the “Subordinate Debt”)
previously issued by the Merging Entity pursuant to a Loan Agreement, dated as of December 6, 2013, among the Merging Entity and
the Sellers, as the lenders with regard to such Subordinate Debt, and the related promissory notes, representing 100% of the principal
amount of the outstanding Subordinate Debt;


 


WHEREAS, the Company has filed a registration
statement on Form S-11 (No. 333-204154) (as amended, the “Registration Statement”) under the Securities
Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission in connection with
the IPO; and


 


WHEREAS, following the effectiveness of the
Merger and upon the completion of the IPO, the Company wishes to purchase from each Seller, and each Seller wishes to sell to the
Company, (i) its Merger Consideration Shares and (ii) the aggregate principal amount of the Subordinate Debt held by such Seller,
as such aggregate principal amount held by such Seller is reflected on Schedule B hereto (as to each Seller, the “Subordinate
Debt Tranche”).


 






    	 



    	 



    

 


NOW, THEREFORE, for and in consideration of
the premises and the mutual covenants hereinafter set forth, the receipt and adequacy of which are hereby acknowledged, the parties
hereto do hereby agree as follows:


 


1.                 
Sale and Purchase of Merger Consideration Shares. Subject to, and upon the completion of, the Merger and the IPO
as disclosed in the Registration Statement, the Company agrees to purchase from each Seller, and each Seller, severally and not
jointly, hereby agrees to sell to the Company, its Merger Consideration Shares as specified on Schedule A hereto at a price
per share equal to the initial public offering price per share set forth on the cover page of the final prospectus for the IPO
(such price per share, the “IPO Price”), assuming that the Closing (as defined below) occurs on July 7, 2015
(the “Scheduled IPO Completion Date”), which is the date on which the IPO is currently scheduled to be completed
(collectively, in the aggregate as to each Seller, the “Shares Purchase Price”); provided, that if the
Closing occurs prior to or after the Scheduled IPO Completion Date, the Shares Purchase Price shall be decreased or increased,
as the case may be, by an amount equal to the difference between (i) the interest earned on the loans held by the Merging Entity
through DivCore CLO 2013-1, Ltd. (together with DivCore CLO 2013-1, LLC, the “LoanCore CLO”) less (ii) the interest
accrued on the Class A Notes and Class B Notes issued by the LoanCore CLO during the period between the Scheduled IPO Completion
Date and the actual date of the Closing less (iii) the interest accrued on the Subordinate Debt during the period between the Scheduled IPO Completion Date and the actual date of the Closing; and provided, further, that in the event an amendment to either of the loans
held by the Merging Entity relating to (i) 211 East 43rd Street in New York (the “43rd Street Loan”)
or (ii) Telephone Building in California (the “Telephone Building Loan”) to increase the principal balance thereof
becomes effective and is funded following the date of this Agreement and prior to the Closing, the Shares Purchase Price shall
be increased to take into account any fees and the additional interest that accrues on the increased principal balance(s) of such
loan(s) between the respective dates on which such funding occurs and the Closing in an amount equal to $820.83 per day (in the
case of the 43rd Street Loan) and $710.90 per day (in the case of the Telephone Building Loan), as such amounts may be
adjusted as a result of any changes to the anticipated terms of the amendment of such loan(s).


 


2.                 
Sale and Purchase of Subordinate Debt. Subject to, and upon the completion of, the Merger and the IPO as disclosed
in the Registration Statement, the Company agrees to purchase from each Seller, and each Seller, severally and not jointly, hereby
agrees to sell to the Company such Seller’s Subordinate Debt Tranche at a price equal to the aggregate principal amount
of such Subordinate Debt Tranche as reflected on Schedule B hereto plus an amount equal to any and all accrued and unpaid
interest thereon through the date of the Closing (collectively, in the aggregate as to each Seller, the “Subordinate
Debt Tranche Purchase Price”); provided, that if the Closing occurs prior to or after the Scheduled IPO Completion
Date, the Subordinate Debt Tranche Purchase Price shall be decreased or increased, as the case may be, by an amount equal to the
interest accrued on such Subordinate Debt Tranche.


 


3.                 
Closing. Upon satisfaction of the covenants and conditions set forth herein, the closing of the purchase and sale
of each Seller’s Merger Consideration Shares and Subordinate Debt Tranche hereunder will take place at the offices of the
Company’s legal counsel immediately upon the completion of the IPO (the “Closing”). At the Closing, (i)
each Seller shall surrender its certificates representing the applicable Merger Consideration Shares to the Company, upon the payment
by the Company of the applicable Shares Purchase Price as provided for in Section 1 above in immediately available funds by wire
transfer to an account designated by such Seller and (ii) each Seller shall assign, convey and transfer all of its right, title
and interest, if any, in and to the applicable Subordinate Debt Tranche to the Company upon the payment by the Company of the applicable
Subordinate Debt Tranche Purchase Price as provided for in Section 2 above in immediately available funds by wire transfer to an
account designated by such Seller.


 






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4.                 
Representations and Warranties of the Company. In connection with the purchase of each Seller’s Merger Consideration
Shares and Subordinate Debt Tranche, the Company hereby represents and warrants to each Seller the following:


 


4.1             
The Company (a) has been duly organized and is validly existing as a corporation in good standing with the State Department
of Assessments and Taxation of Maryland and (b) has the corporate power and authority to enter into this Agreement, to consummate
the transactions contemplated hereby and in the Registration Statement and to own or lease and operate its assets and carry on
its business as described in the Registration Statement.


 


4.2             
All corporate action necessary to be taken by the Company to authorize the execution, delivery and performance of this Agreement
and to consummate the IPO and all other agreements and instruments delivered by the Company in connection with the transactions
contemplated hereby has been duly and validly taken by the Company, subject to any further actions required to be taken in connection
with the pricing and closing of the IPO and related transactions as described in the Registration Statement, all of which actions
shall have been taken prior to the pricing of the IPO. This Agreement has been duly executed and delivered by the Company. This
Agreement constitutes, upon the execution and delivery by all parties hereto other than the Company, the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of
equity.


 


4.3             
The Company is not in violation of or in default under any provision of its charter or bylaws. The execution and delivery
of this Agreement by the Company and the performance of its obligations hereunder will not result, whether with or without giving
of notice or lapse of time or both, in the imposition of any lien, charge or encumbrance upon any property or asset of the Company.
Neither the purchase by the Company of the Merger Consideration Shares or the Subordinate Debt nor the consummation of the IPO
will conflict with the charter or bylaws of the Company or any material contract to which the Company is a party or any law or
any order, judgment or decree of any court applicable to the Company or its property.


 


4.4             
No consent, approval, authorization or order of, or registration, qualification or filing with, any governmental entity
or any other third party is required to be obtained or made by the Company for the execution, delivery or performance by the Company
of this Agreement or the consummation by the Company of the transactions contemplated hereby or of the IPO as described in the
Registration Statement, except such as have been already obtained or as may be required under the Securities Act of 1933 or the
rules thereunder or state or non-U.S. securities or blue sky laws or as may be required by the Financial Industry Regulatory Authority,
Inc.


 






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5.                 
Representations and Warranties of each Seller. Each Seller, severally and not jointly, hereby represents and warrants
to the Company that:


 


5.1             
Such Seller has been duly organized or formed, and is validly existing and in good standing, under the laws of its jurisdiction
of organization or formation and has all necessary power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby.


 


5.2             
All action necessary to be taken by such Seller to authorize the execution, delivery and performance of this Agreement and
all other agreements and instruments delivered by such Seller in connection with the transactions contemplated hereby has been
duly and validly taken by such Seller. This Agreement has been duly executed and delivered by such Seller, and, upon the execution
and delivery by all parties hereto other than such Seller, will constitute the valid and binding obligation of such Seller, enforceable
in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally and by general principles of equity. The sale by such Seller of the
applicable Merger Consideration Shares and the applicable Subordinate Debt Tranche under this Agreement does not conflict with
the organizational documents of such Seller (if an entity) or with any material contract to which such Seller is a party or any
laws or regulations or any order, judgment or decree of any court applicable to such Seller or its property.


 


5.3             
Upon the consummation of the transactions contemplated by this Agreement, the Company will receive good and valid title
to such Seller’s Merger Consideration Shares, free and clear of any lien, liability or encumbrance.


 


5.4             
Upon the consummation of the transactions contemplated by this Agreement, such Seller’s Subordinate Debt Tranche will
not have been pledged or assigned to another party or otherwise encumbered.


 


5.5             
Such Seller is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks
involved in selling the applicable Merger Consideration Shares and Subordinate Debt and to make an informed decision relating thereto.


 


5.6             
Such Seller has not incurred any liability for any finder’s fees or similar payments in connection with the transactions
herein contemplated.


 






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6.                 
Conditions of Closing. The respective obligations of the Company, on the one hand, and each Seller, on the other
hand, at the Closing are subject to the fulfillment to each such party’s reasonable satisfaction on or prior to the Closing
of each of the following conditions:


 


6.1             
The representations and warranties made in Section 4 or 5 above, as the case may be, shall be true and correct on and as
of the date of this Agreement and as of the Closing as though made on the Closing.


 


6.2             
All covenants and agreements contained in this Agreement to be performed or complied with by each such party on or prior
to the Closing shall have been performed or complied with by such party.


 


6.3             
(x) The Merger Agreement shall have been executed on or around the date of the pricing of the IPO, (y) the Merger shall
have become effective on the business day immediately preceding the date of the Closing and (z) the Company shall have consummated
the IPO as described in the Registration Statement immediately prior to the Closing.


 


7.                 
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of
the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may
not assign this Agreement or their obligations hereunder.


 


8.                 
Amendments. This Agreement may not be amended, modified or waived, in whole or in part, except by an agreement in
writing signed by each of the parties hereto.


 


9.                 
Default By A Seller; Specific Performance. A default by a Seller of its obligations to sell the applicable Merger
Consideration Shares and Subordinate Debt Tranche under this Agreement shall not affect the obligation of any other Seller to sell
their respective Merger Consideration Shares and Subordinate Debt Tranche under this Agreement. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their respective
terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition
to any other remedy they are entitled to pursuant to this Agreement.


 


10.             
Counterparts; Facsimile; Pdf. This Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement
or any counterpart may be executed via facsimile transmission or pdf, and any such executed facsimile or pdf copy shall be treated
as an original.


 






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11.             
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New
York. The parties hereby agree that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive any objection
to such exclusive jurisdiction and agree not to plead or claim that such courts represent an inconvenient forum.


 


12.             
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


13.             
Severability. In case any provision of this Agreement shall be found by a court of law to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be
affected or impaired thereby.


 


14.             
Entire Agreement. This Agreement and the other documents delivered pursuant hereto constitute the full and entire
understanding and agreement among the parties with regard to the subject matter hereof and thereof and they supersede, merge, and
render void every other prior written and/or oral understanding or agreement among or between the parties hereto.


 






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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


 


 


 


 





	 	COMPANY:
	 	 	 	 
	 	LOANCORE REALTY TRUST, INC.
	 	 	 	 
	 	By:	/s/ Christopher McCormack
	 	 	Name:	Christopher McCormack
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	SELLERS:
	 	 	 	 
	 	 	 	 
	 	DivCore Subordinate Debt Club I, LP, Series A
	 	 	 	 
	 	By:	DivCore Subordinate Debt Club I GP, LLC
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Carp
	 	 	Name:	Michael Carp
	 	 	Title:	Authorized Person
	 	 	 	 
	 	 	 	 
	 	DivCore Subordinate Debt Club I, LP, Series B
	 	 	 	 
	 	By:	DivCore Subordinate Debt Club I GP, LLC
	 	 	 	 
	 	By:	/s/ Michael Carp
	 	 	Name:	Michael Carp
	 	 	Title:	Authorized Person
	 	 	 	 
	 	 
	 	DivCore Subordinate Debt Club I, LP, Series C
	 	 	 	 
	 	By:	DivCore Subordinate Debt Club I GP, LLC
	 	 	 	 
	 	By:	/s/ Michael Carp
	 	 	Name:	Michael Carp
	 	 	Title:	Authorized Person



 


 





[Signature
Page to Purchase Agreement (Stock and Debt)]


 








    	 



    	 



    




 


Schedule A


 


	
        Seller 
	
        Number
of Merger Consideration 

Shares Received in Merger and to be 

Sold to the Company1 

	DivCore Subordinate Debt Club I, LP, Series A	
        $24,958,119.66 / the
IPO Price

	DivCore Subordinate Debt Club I, LP, Series B	$12,479,059.83 / the IPO Price
	DivCore Subordinate Debt Club I, LP, Series C	$16,638,746.44 / the IPO Price


 





 









1
Subject to adjustment as provided in Section 1 hereof.


 







 






    	 



    	 



    

 


Schedule B


 


	
        Seller 
	
        

Principal Amount of 

Subordinate Debt Held 

and to be Sold by Seller 
	
        Subordinate
        Debt 

        Tranche Purchase 

        Price (includes accrued 

        interest to but 

        excluding July 7, 2015)2

	DivCore Subordinate Debt Club I, LP, Series A	$49,230,461.54	$49,591,484.92
	DivCore Subordinate Debt Club I, LP, Series B	$24,615,230.77	$24,795,742.46
	DivCore Subordinate Debt Club I, LP, Series C	$32,820,307.69	$33,060,989.95


 





 









2
Subject to adjustment as provided in Section 2  hereof.


 

 






    	 



    	 



    




  


EXHIBIT A


 


AGREEMENT AND PLAN OF MERGER


 


[See Exhibit 2.1 to the Registration Statement]