Exhibit 10.3


 





LOANCORE REALTY TRUST, INC.



STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE AGREEMENT (this “Agreement”)
made as of this 22nd day of June, 2015, by and among LoanCore Realty Trust, Inc., a Maryland corporation (the “Company”),
Mark Finerman, Christopher McCormack, Daniel Bennett, Jordan Bock, Gary Berkman, Stuart Shiff, LC REIT LLC, a Delaware limited
liability company (“GICRE”), and Jefferies Group LLC, a Delaware limited liability company (“Jefferies
Group”). For purposes of this Agreement, each of Mark Finerman, Christopher McCormack, Daniel Bennett, Jordan Bock and
Gary Berkman shall be referred to as a “Management Purchaser” and collectively as the “Management
Purchasers”, and each Management Purchaser, Stuart Shiff, GICRE and Jefferies Group shall be referred to individually
as a “Purchaser” and collectively as the “Purchasers.”


 


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
a proposed initial public offering (the “IPO”) of shares of the Company’s common stock, par value $0.01
per share (the “Common Stock”); and


 


WHEREAS, concurrent with the consummation
of the IPO, the Company desires to issue and sell, and each Purchaser desires to purchase, severally and not jointly, upon the
terms and conditions set forth in this Agreement, shares of Common Stock as provided in this Agreement;


 


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 Private Placement Common Shares. Subject to, and concurrent with, the consummation of the IPO
as disclosed in the Registration Statement, the Company agrees to issue and sell to each Purchaser, and each Purchaser, severally
and not jointly, hereby agrees to purchase from the Company a number of shares of Common Stock (as to each Purchaser, the “Private
Placement Common Shares”) in accordance with the terms specified in Schedule A hereto, in each case, at the initial
public offering price set forth on the cover page of the final prospectus for the IPO (collectively, in the aggregate for each
Purchaser, the “Purchase Price”).


 


2.                 
Closing. Upon satisfaction of the covenants and conditions set forth herein, the closing of the purchase and sale
of the Private Placement Common Shares hereunder, including each Purchaser’s payment for and delivery of its Private Placement
Common Shares, will take place at the offices of the Company’s legal counsel concurrently with, and shall be subject to,
the completion of the IPO as disclosed in the Registration Statement (the “Closing”). At the Closing, the Company
shall deliver to each Purchaser one or more certificates evidencing, or book-entry credits representing, the Private Placement
Common Shares, registered in such Purchaser’s or its designee’s name, upon the payment of the applicable Purchase Price
as set forth in Schedule A hereto by such Purchaser in immediately available funds by wire transfer to an account designated
by the Company.


 



    	 



    	 



    

 





3.                 
Representations and Warranties of the Company. In connection with the issuance and sale of the Private Placement
Common Shares, the Company hereby represents and warrants to each Purchaser the following:


 


3.1             
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, the Registration
Rights Agreement (as defined below) and each Investor Rights Agreement (as defined below), to consummate the transactions contemplated
hereby and thereby 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. The authorized capitalization of the Company is as is set forth in the Registration Statement (except
for subsequent issuances, if any, pursuant to this Agreement, the Underwriting Agreement (as defined below), pursuant to reservations,
agreements or employee benefit plans referred to in the Registration Statement or pursuant to the exercise of convertible or exchangeable
securities or options referred to in the Registration Statement).


 


3.2             
All corporate action necessary to be taken by the Company to authorize the execution, delivery and performance of this Agreement,
the Registration Rights Agreement and each Investor Rights Agreement and to consummate the IPO and all other agreements and instruments
delivered by the Company in connection with the transactions contemplated hereby and thereby 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, and each of the Registration
Rights Agreement and each Investor Rights Agreement, will constitute, in each case, upon the execution and delivery by all parties
hereto and thereto other than the Company, the legal, valid and binding obligations of the Company, enforceable in accordance with
their respective 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.


 


3.3             
The Private Placement Common Shares issuable to each Purchaser have been duly and validly authorized by the Company and,
upon issuance in accordance with, and payment pursuant to, the terms hereof, the Private Placement Common Shares will be validly
issued, fully paid and nonassessable.


 


3.4             
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 issuance and sale by the Company of the Private Placement Common Shares to any Purchaser 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 U.S. court applicable to the Company or its property.


 



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3.5             
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, the Registration Rights Agreement or either Investor Rights Agreement or the consummation by the Company of
the transactions contemplated hereby and thereby 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 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.


 


3.6             
Except as set forth in the Registration Statement, the Company and its subsidiaries do not have any liabilities outside
the ordinary course of business which would, individually or in the aggregate, reasonably be expected to have a material adverse
effect on the Company and its subsidiaries considered as one enterprise.


 


3.7             
 The Company and its subsidiaries, collectively, hold all licenses, franchises, permits and authorizations necessary for
the lawful conduct of their respective businesses under, and are not in default or violation of, any law, statute, order, rule,
regulation, policy or guideline of any U.S. federal, state or local governmental entity applicable to the Company or any of its
subsidiaries, other than such defaults or violations that, individually or in the aggregate, have not had, and would not reasonably
be expected to have, a material adverse effect on the Company and its subsidiaries considered as one enterprise.


 


3.8             
Except as set forth in the Registration Statement, neither the Company nor any of its subsidiaries is a party to any, and
there are no pending, or to the knowledge of the Company, threatened, legal, administrative, arbitral or other proceedings, claims,
actions or governmental investigations of any nature against the Company or any of its subsidiaries that, individually or in the
aggregate, has had, or would reasonably be expected to have, a material adverse effect on the Company and its subsidiaries considered
as one enterprise. Neither the Company nor any of its subsidiaries is subject to any order, judgment or decree of a governmental
entity that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the
Company and its subsidiaries considered as one enterprise.


 



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3.9The
Registration Statement does not, and will not, include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


3.10The financial statements
included in the Registration Statement, together with the related schedules and notes, present fairly the financial position of
each of DivCore Subordinate Debt Club I REIT Holding, LLC (the “Predecessor”) and its consolidated subsidiaries
and of the Company and its consolidated subsidiaries, respectively, at the dates indicated and the statements of operations, members’
capital and cash flows of the Predecessor and its consolidated subsidiaries for the periods specified; said financial statements
have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the
periods involved.


 


3.11Commencing upon the completion
of the merger between the Company and the Predecessor, the Company will be organized in conformity with the requirements for qualification
as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”),
and the contemplated method of operation of the Company and its subsidiaries will enable the Company to meet the requirements for
taxation as a REIT under the Code.


 


3.12The Company will use the
net proceeds received by it from the sale of the Private Placement Common Shares and shares of Common Stock in the IPO in the manner
specified in the Registration Statement under “Use of Proceeds.”


 


3.13The Common Stock has been
approved for listing on the New York Stock Exchange, subject to official notice of issuance.


 


4.                 
Representations and Warranties of each Purchaser. Each Purchaser, severally and not jointly, hereby represents and
warrants to the Company that:


 


4.1             
Such Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated
under the Securities Act.


 


4.2             
The Private Placement Common Shares are being acquired for such Purchaser’s own account, only for investment purposes
and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the
Securities Act.


 


4.3             
If an entity, such Purchaser 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. If a natural person, such Purchaser is at least 21 years old and is
legally competent to execute and deliver this Agreement and to consummate the transactions contemplated hereby.


 



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4.4             
If an entity, all action necessary to be taken by such Purchaser to authorize the execution, delivery and performance of
this Agreement and all other agreements and instruments delivered by such Purchaser in connection with the transactions contemplated
hereby has been duly and validly taken by such Purchaser. This Agreement has been duly executed and delivered by such Purchaser,
and, upon the execution and delivery by all parties hereto other than such Purchaser, will constitute the valid and binding obligation
of such Purchaser, 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 purchase by such Purchaser of the applicable Private Placement Common Shares under this Agreement does not conflict
with the organizational documents of such Purchaser (if an entity) or with any material contract to which such Purchaser is a party
or any laws or regulations or any order, judgment or decree of any U.S. court applicable to such Purchaser or its property.


 


4.5             
Such Purchaser understands and acknowledges that (i) the offering of the applicable Private Placement Common Shares
pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of such Private
Placement Common Shares is exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and exempt
from registration pursuant to applicable state or non-U.S. securities or blue sky laws, and that the Company’s reliance upon
such exemptions is predicated upon such Purchaser’s representations, warranties, acknowledgements and agreements set forth
in this Agreement. Such Purchaser acknowledges and agrees that such Private Placement Common Shares will be characterized as “restricted
securities” under the Securities Act and may not be sold or otherwise transferred unless the Private Placement Common Shares
are subsequently registered under the Securities Act and qualified under applicable state and non-U.S. securities and blue sky
laws or unless an exemption from such registration and such qualification is available.


 


4.6             
Such Purchaser (i) is sufficiently experienced in financial and business matters to be capable of evaluating the merits
and risks involved in purchasing the applicable Private Placement Common Shares and to make an informed decision relating thereto,
(ii) has the ability to bear the economic risk of such Purchaser’s prospective investment in such Private Placement
Common Shares and (iii) has not been offered such Private Placement Common Shares by any form of advertisement, article, notice
or other communication published in any newspaper, magazine, or similar medium, or any broadcast over television or radio, or any
seminar or meeting whose attendees have been invited by any such medium. Such Purchaser (i) has been furnished with the materials
relating to the business, financial condition, liquidity, results of operations and prospects of the Company (including its predecessor)
and its subsidiaries and other matters relevant to such Purchaser’s investment in such Private Placement Common Shares that
have been requested by such Purchaser and (ii) such Purchaser has had adequate opportunity to ask questions of, and receive
answers from, the officers, employees, agents, accountants and representatives of the Company concerning the business, financial
condition, liquidity, results of operations and prospects of the Company (including its predecessor) and its subsidiaries and all
other matters relevant to its investment in such Private Placement Common Shares.


 



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4.7             
Such Purchaser has a substantive, pre-existing relationship with the Company and was directly contacted by the Company
or its agents outside the IPO effort. Such Purchaser (i) was not identified or contacted through the marketing of the IPO
and (ii) did not independently contact the Company as a result of the general solicitation or general advertising or the filing
of the Registration Statement.


 


4.8             
Such Purchaser has not incurred any liability for any finder’s fees or similar payments in connection with the transactions
herein contemplated.


 


4.9             
Such Purchaser will have available (including, if applicable, through its affiliates) at the Closing sufficient funds (taking
into account, as applicable, proceeds to be received by such Purchaser and/or its affiliates or designees in connection with the
formation transactions described in the Registration Statement) to acquire the applicable Private Placement Common Shares to be
purchased by such Purchaser pursuant to this Agreement.


 


5.                 
Lock-up Agreements. Each Purchaser shall enter into a separate lock-up agreement with the Company, substantially
in the form of Exhibit A hereto, on or prior to the date on which the underwriting agreement (the “Underwriting
Agreement”) to be entered into among the Company, LoanCore Advisors, LLC and the underwriters named therein (the “Underwriters”)
for the sale of shares of Common Stock in the IPO is executed. In addition, each Purchaser agrees to enter into an additional lock-up
agreement with the Underwriters, which shall be substantially similar to the form of lock-up agreement attached as Exhibit A
hereto, on or prior to the date on which the Underwriting Agreement is executed.


 


6.                 
Expenses. At the Closing, the Company shall reimburse each of GICRE and Jefferies Group for all costs and expenses
incurred by each of GICRE and Jefferies Group, respectively, in connection with the transactions contemplated by this Agreement
and any other applicable transactions described in the Registration Statement; provided, however, that the Company
shall not be required to reimburse either GICRE or Jefferies Group pursuant to this Section 6 for any amount incurred by GICRE
or Jefferies Group, individually and not collectively, in excess of $250,000.


 


7.                 
Public Announcements. Except as may be required by applicable law, no party hereto shall make any public announcements
or otherwise communicate with any news media with respect to this Agreement, without prior consultation with the other parties
as to the timing and contents of any such announcement or communications; provided, however, that nothing contained
herein shall prevent any party from promptly making all filings with any governmental entity or disclosures with the stock exchange,
if any, on which such party’s capital stock is listed, as may, in its judgment, be required in connection with the execution
and delivery of this Agreement or the consummation of the transactions contemplated hereby. If any party decides that it must make
any such required filing, it will advise the other parties prior to making such filing. Notwithstanding the foregoing, the parties
hereto acknowledge that the transactions contemplated in this Agreement, the Registration Rights Agreement and the Investor Rights
Agreements have been disclosed in the Registration Statement and will be disclosed in the final prospectus for the IPO and that
a form of this Agreement, the Registration Rights Agreement and each Investor Rights Agreement has been or will be filed as an
exhibit to the Registration Statement.


 



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8.                 
Conditions of Closing of the Purchasers. The respective obligations of each Purchaser to acquire the applicable Private
Placement Common Shares from the Company at the Closing are subject to the fulfillment to each such Purchaser’s reasonable
satisfaction on or prior to the Closing of each of the following conditions (with the exception of Section 8.5, which shall only
be a condition to GICRE’s obligation to acquire the Private Placement Common Shares required to be purchased by GICRE pursuant
to the terms hereof):


 


8.1             
The representations and warranties made by the Company in Section 3 above 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.


 


8.2             
All covenants and agreements contained in this Agreement to be performed or complied with by the Company on or prior to
the Closing shall have been performed or complied with by the Company.


 


8.3             
There shall have been no material adverse change in the condition, financial or otherwise, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business,
since the date of this Agreement through and as of Closing.


 


8.4             
The Company shall have delivered on or prior to the date of the Closing (a) to the Purchasers or their respective designees
an executed copy of the Registration Rights Agreement among the Company and the Purchasers, substantially in the form of Exhibit
B hereto (the “Registration Rights Agreement”) and (b) (i) to GICRE or its designee an executed copy of
the Investor Rights Agreement among the Company, the Management Purchasers, LoanCore Advisors, LLC, LoanCore Capital, LLC and GICRE,
substantially in the form of Exhibit C-1 hereto (the “GICRE Investor Rights Agreement”) and (ii) to Jefferies
Group or its designee an executed copy of the Investor Rights Agreement among the Company, the Management Purchasers, LoanCore
Advisors, LLC, LoanCore Capital, LLC and Jefferies Group, substantially in the form of Exhibit C-2 hereto (the “Jefferies
Group Investor Rights Agreement” and, together with the GICRE Investor Rights Agreement, the “Investor Rights
Agreements”).


 



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8.5             
The Company shall have delivered on or prior to the date of the Closing to GICRE or its designee an executed copy of the
Representation Regarding Ownership of Shares, substantially in the form of Exhibit D hereto.


 


8.6             
Simultaneously with the Closing, the Company shall consummate the IPO as disclosed in the Registration Statement.


 


9.                 
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; provided, that a Purchaser shall be permitted to assign its rights
and obligations hereunder to one or more affiliates of such Purchaser if the representations and warranties of such Purchaser contained
in Section 4 above will be true and correct as to such affiliate(s) as of the date of such assignment and as of the Closing.


 


10.             
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.


 


11.             
Default By A Purchaser. If one or more Purchasers fails to purchase its Private Placement Common Shares under this
Agreement, the obligations of the non-defaulting Purchasers to purchase, and the obligation of the Company to sell, their applicable
Private Placement Common Shares shall terminate without liability on the part of any non-defaulting Purchaser.


 


12.             
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 copy or pdf shall be treated
as an original.


 


13.             
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.


 



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14.             
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.


 


15.             
Legends. Each Purchaser acknowledges and agrees that each certificate, if any, representing the Private Placement
Common Shares shall be endorsed with the following legend or a substantially similar legend:


 


The shares represented by this
certificate have not been registered for sale under the Securities Act of 1933, as amended (the “Act”), and may not
be offered, sold, pledged or otherwise transferred except pursuant to an exemption from registration under the Act or pursuant
to an effective registration statement under the Act.


 


The shares represented by this
certificate are subject to the provisions of a Registration Rights Agreement.


 


16.             
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.


 


17.             
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:                                                                       


Name:


Title:


 


PURCHASERS:


 


                                                                      

Mark Finerman


 


                                                                      

Christopher McCormack


 


                                                                      

Daniel Bennett


 


                                                                      

Jordan Bock


 


                                                                      

Gary Berkman


 


                                                                      

Stuart Shiff


 



    	 



    	 



    

 





LC
REIT LLC 





By: NA-RE INVESTMENT HOLDINGS, LLC,

         its sole member


 


By: GIC Real Estate, Inc.,

        its Manager


 


By:                                                                       


Name:


Title:


 


By:                                                                       


Name:


Title:


 



    	 



    	 



    

 





Jefferies
Group LLC





By:                                                                       

        Name:

        Title:


 






    	 



    	 



    

Schedule A


 


	Name and Address of Purchaser	Number of Shares 

of Common Stock
	
        Mark Finerman

        c/o LoanCore Realty Trust, Inc.

        55 Railroad Avenue, Suite 100

        Greenwich, Connecticut 06830

         
	$10,100,000 / the initial public offering price set forth on the cover page of the final prospectus for the IPO
	
        Christopher McCormack

        c/o LoanCore Realty Trust, Inc.

        55 Railroad Avenue, Suite 100

        Greenwich, Connecticut 06830

         
	$1,491,120 / the initial public offering price set forth on the cover page of the final prospectus for the IPO
	
        Daniel Bennett

        c/o LoanCore Realty Trust, Inc.

        55 Railroad Avenue, Suite 100

        Greenwich, Connecticut 06830

         
	$400,000 / the initial public offering price set forth on the cover page of the final prospectus for the IPO
	
        Jordan Bock

        c/o LoanCore Realty Trust, Inc.

        55 Railroad Avenue, Suite 100

        Greenwich, Connecticut 06830

         
	$300,000 / the initial public offering price set forth on the cover page of the final prospectus for the IPO
	
        Gary Berkman

        c/o LoanCore Realty Trust, Inc.

        55 Railroad Avenue, Suite 100

        Greenwich, Connecticut 06830

         
	$200,000 / the initial public offering price set forth on the cover page of the final prospectus for the IPO
	
        Stuart Shiff

        c/o DivCo West Real Estate Services, LLC

        575 Market Street, 35th Floor

        San Francisco, CA 94105

         
	$2,508,880 / the initial public offering price set forth on the cover page of the final prospectus for the IPO
	 	 
	




    	 



    	 



    


	
        LC REIT LLC

        335 Madison Avenue, 24th Floor

        New York, New York 10017

         
	$150,000,000 / the initial public offering price set forth on the cover page of the final prospectus for the IPO; provided, however, that in the event that the aforementioned number of shares of Common Stock would exceed 30% of the shares of Common Stock outstanding immediately following the completion of the IPO and the transactions contemplated by this Agreement (excluding any shares of Common Stock that may be issued upon exercise of the Underwriters’ over-allotment option described in the final prospectus for the IPO), then GICRE shall purchase from the Company such number of shares of Common Stock equal to such 30% of the shares of Common Stock outstanding immediately following the completion of the IPO and the transactions contemplated by this Agreement (excluding any shares of Common Stock that may be issued upon exercise of the Underwriters’ over-allotment option described in the final prospectus for the IPO).
	 	 
	
        Jefferies Group LLC

        520 Madison Avenue

        New York, New York 10022

         
	$40,000,000 / the initial public offering price set forth on the cover page of the final prospectus for the IPO






    	 



    	 



    

  


Exhibit A


 


FORM OF LOCK-UP AGREEMENT


 


[Attached]


 



    	 



    	 



    

 





Lock-Up
Agreement


 


[________], 2015


 


LoanCore Realty Trust, Inc.


55 Railroad Avenue, Suite 100


Greenwich, Connecticut 06830


 


Ladies and Gentlemen:


 


The undersigned understands
that Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters
(the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”)
with LoanCore Realty Trust, Inc. (the “Company”) and LoanCore Advisors, LLC, providing for the public offering
by the Underwriters, including the Representatives, of common stock, par value $0.01 (the “Common Stock”), of
the Company (the “Public Offering”).


 


To induce the Underwriters that may participate
in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned agrees that, without the
prior written consent of the Company, the undersigned will not, directly or indirectly, offer, pledge, sell, contract to sell (including
any short sale), sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
to purchase, lend, or otherwise transfer or dispose of any shares of Common Stock (including, without limitation, shares of Common
Stock of the Company which may be deemed to be beneficially owned by the undersigned currently or hereafter in accordance with
the rules and regulations of the Securities and Exchange Commission (the “Commission”), shares of Common Stock
which may be issued upon exercise of a stock option or warrant and any other security convertible into or exchangeable for Common
Stock) or enter into any Hedging Transaction (as defined below) relating to the Common Stock (each of the foregoing referred to
as a “Disposition”) during the period specified in the following paragraph (the “Lock-Up Period”).
Furthermore, the undersigned agrees that the undersigned will not publicly announce any intention to undertake a Disposition during
the Lock-Up Period. The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction
or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period
even if the securities would be disposed of by someone other than the undersigned. “Hedging Transaction” means
any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any
put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from the Common Stock.


 


The Lock-Up Period
will commence on the date hereof and continue until, and include, the date that is 180 days after the date of the final prospectus
relating to the Public Offering.


 



    	 



    	 



    

 





Notwithstanding
the foregoing, the undersigned may make a Disposition of any or all of the shares of Common Stock or other Company securities if
such Disposition does not trigger any filing or reporting requirement or obligation or result in any other voluntary or mandatory
public disclosure, including but not limited to Form 4 of Section 16 of the Securities Exchange Act of 1934, as amended, and (i)
is by bona fide gift, will or intestate succession or to a trust, the beneficiaries of which are exclusively the undersigned or
members of the undersigned’s immediate family, (ii) is by a distribution to limited partners, members, stockholders or other
equity holders of the undersigned, (iii) is to the undersigned’s affiliates or to any investment fund or other entity controlled
or managed by the undersigned or (iv) such shares of Common Stock or securities were acquired in open market transactions after
the Public Offering; provided, however, that in the case of (i), (ii), (iii), or (iv), it shall be a condition to
such Disposition that the transferee execute an agreement stating that the transferee is receiving and holding the securities subject
to the provisions of this Lock-Up Agreement. [In addition, the undersigned may make a Disposition of any or all of the shares of
Common Stock or other Company securities if such Disposition is solely to Leucadia National Corporation or a wholly-owned subsidiary
of Leucadia National Corporation and does not trigger any filing or reporting requirement or obligation or result in any other
voluntary or mandatory public disclosure, including but not limited to Form 4 of Section 16 of the Securities Exchange Act of 1934,
as amended, other than the filing of a Schedule 13D or an amendment thereto; provided, however, that it shall be
a condition to such Disposition that (i) Leucadia National Corporation or such subsidiary execute an agreement stating that Leucadia
National Corporation or such subsidiary is receiving and holding the securities subject to the provisions of this Lock-Up Agreement
and (ii) such Disposition not occur during the period commencing on the date hereof and ending on the date that is 90 days after
the date of the final prospectus relating to the Public Offering.]1


 


The undersigned agrees
that the Company may (i) with respect to any shares of Common Stock subject to this Lock-Up Agreement, cause the transfer agent
for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company
and (ii) with respect to any shares of Common Stock or other Company securities for which the undersigned is the beneficial owner
but not the record holder, cause the record holder of such securities to cause the transfer agent for the Company to note stop
transfer instructions with respect to such securities on the transfer books and records of the Company.


 


If any director or officer
of the Company or record holder or beneficial owner of more than 1% of the outstanding shares of Common Stock is granted an early
release or waiver from the restrictions described herein during the Lock-Up Period with respect any securities of the Company having
a fair market value in excess of $3 million in the aggregate, then each Major Holder (as defined below) shall also be granted an
early release or waiver from its obligations under this Lock-Up Agreement on a pro rata basis with and otherwise on the same terms
as all other record holders or beneficial owners of similarly restricted securities of the Company based on the maximum percentage
of shares held by any such director, officer or record holder or beneficial owner being released from, or being granted waivers
under, such owner’s or holder’s lock-up agreement; provided, however, that in the case of an early release
or waiver from the restrictions described herein during the Lock-Up Period in connection with an underwritten public offering,
whether or not such offering or sale is wholly or partially a secondary offering of shares of Common Stock (an “Underwritten
Sale”), such early release or waiver shall only apply with respect to such Major Holder’s participation in such
Underwritten Sale. For purposes of this Lock-Up Agreement, each of the following persons is a “Major Holder”:
each record holder or beneficial owner, as of the date hereof, of more than 5% of the outstanding shares of Common Stock (for purposes
of determining record or beneficial ownership of a stockholder, all shares of Common Stock held by investment funds affiliated
with such stockholder shall be aggregated), each of whom has entered (or shall enter prior to Public Offering) into a lock-up agreement
with the Underwriters in accordance with the terms of the Underwriting Agreement.


 


 



 


1
For Jefferies lock-up agreement only.


 






    	 



    	 



    

 





This Lock-Up Agreement
shall automatically terminate upon the earliest to occur, if any, of (i) the Representatives, on the one hand, or the Company,
on the other hand, advise the other in writing prior to the execution of the Underwriting Agreement that they have determined not
to proceed with the Public Offering, (ii) the termination of the Underwriting Agreement prior to payment for the delivery of the
Common Stock to be sold thereunder and (iii) December 31, 2015 in the event that the Underwriting Agreement has not been executed
by such date.


 


The undersigned hereby represents and warrants
that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed
to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding
upon the heirs, personal representatives, successors and assigns of the undersigned.


 


Very truly yours,


 


[l]


 


By:                                                                       


Name:


Title:


 



    	 



    	 



    

 





Exhibit B


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


[See Exhibit 10.4 to the Registration
Statement]


 



    	 



    	 



    

 





Exhibit C-1


 


FORM OF GICRE INVESTOR RIGHTS AGREEMENT


 


[See Exhibit 10.5  to the Registration
Statement]


 



    	 



    	 



    

 





Exhibit C-2


 


FORM OF JEFFERIES INVESTOR RIGHTS AGREEMENT


 


[See Exhibit 10.6  to the Registration
Statement]


 



    	 



    	 



    

 





Exhibit D


 


FORM OF REPRESENTATION REGARDING OWNERSHIP
OF SHARES


 


[Attached]


 



    	 



    	 



    

 





[Letterhead of LC REIT LLC]


 


REPRESENTATION REGARDING OWNERSHIP OF
SHARES



 


[●] [●], 2015


 


LoanCore Realty Trust, Inc.


55 Railroad Avenue, Suite 100


Greenwich, CT 06830


Attn: Jordan Bock, Chief Investment  


Officer and Secretary  


 



Ladies and Gentlemen:


 


Reference
is made to the articles of amendment and restatement of the charter (the “Articles”) of LoanCore Realty
Trust, Inc. (the “Corporation”) and to certain limitations on share ownership contained in Article VII of the
Articles, which are designed to facilitate the Corporation’s qualification as a real estate investment trust (“REIT”)
for U.S. federal income tax purposes and generally limit ownership of the Corporation’s shares of Common Stock (“Common
Shares”) by a Person to not more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding
Common Shares (the “Share Ownership Limit”). Section 7.2.7 of the Articles provides that the Corporation’s
Board of Directors may exempt (prospectively or retroactively) a Person from the Share Ownership Limit and may establish an Excepted
Holder Limit (as defined in Article VII of the Articles), as long as certain conditions are met. Except as otherwise indicated,
terms used herein have the meanings provided in the Articles.


 


LC REIT LLC, a Delaware limited liability
company (“LC REIT”), is wholly owned by NA-RE Investment Holdings, LLC, a Delaware limited liability company
(“NA-RE”). NA-RE is directly and indirectly wholly owned by GIC (Realty) Private Limited (“GICR”).
GICR is wholly owned by Minister for Finance (“MOF”), a statutory corporate body established under the Minister
for Finance (Incorporation) Act (Cap 183) of the Singapore Statutes to own and administer assets of the Government of Singapore.
LC REIT seeks to acquire Common Shares in excess of the Share Ownership Limit.


 



    	 



    	 



    

 





LC REIT believes that the ownership of such
Common Shares by LC REIT means that such Common Shares are not held by an individual for purposes of determining whether the Corporation
is “closely held” under Code Section 856(a)(6), and requests an exemption from the Share Ownership Limit, subject to
the terms and conditions set forth herein (the “Exemption”). Pursuant to the Exemption, LC REIT will be subject,
in the aggregate, to an Excepted Holder Limit of 30%. Pursuant to Section 7.2.7 of the Articles, the Corporation’s Board
of Directors has approved the Exemption, subject to the conditions set forth herein. LC REIT hereby acknowledges and agrees that
the initial and continuing effectiveness of the Exemption is expressly conditioned on the continuing accuracy in all material respects
of the following representations and covenants by LC REIT:


 


1.                 
LC REIT is a disregarded entity for U.S. federal income tax purposes the sole member of which is NA-RE.


 


2.                 
GICR indirectly owns 100% of the outstanding equity interests in NA-RE (as determined under U.S. federal income tax principles).


 


3.                 
GICR is a non-United States person that is a foreign government, or an “integral part” or a “controlled
entity” of a foreign government, as those terms are defined in Code Section 892 and Treasury Regulations Section 1.892-2T(a).


 


4.                 
NA-RE is a partnership for U.S. federal income tax purposes, and will be the actual owner of all of the Common Shares for
U.S. federal income tax purposes, and neither LC REIT nor NA-RE will hold such Common Shares as the nominee or agent for any other
person or entity.


 


5.                 
LC REIT will not dispose of any of the Common Shares in a manner that would, to the best knowledge of the GICRE Group, cause
any person other than LC REIT, NA-RE, GICR and any other wholly-owned (directly or indirectly) subsidiaries of GICR (the “GICRE
Group”) to be the actual owner, Beneficial Owner or Constructive Owner of Common Shares in excess of the Share Ownership
Limits.


 


6.                 
Upon the request of the Corporation, LC REIT agrees that it will use reasonable efforts to cooperate with the Corporation
in determining whether any amounts to be received with respect to any real estate asset, including any “foreclosure property”
(within the meaning of Code Section 856(e)(1)), would not qualify as “rents from real property” (as defined in Code
Section 856(d)) pursuant to Code Section 856(d)(2)(B), including, without limitation, by providing information regarding ownership
by any member of the GICRE Group of any tenant of such real estate asset or foreclosure property.


 


7.                 
LC REIT agrees that if, for any reason, (i) there is any violation or attempted violation of any of the above representations
or warranties, or (ii) the ownership by LC REIT of Common Shares causes any single person (including entities), other than LC REIT
or any other member of the GICRE Group, to be the actual owner of, or to Beneficially Own or Constructively Own, Common Shares
in excess of the Share Ownership Limit, then the remedies set forth in Sections 7.2 and 7.3 of the Articles will be applied with
respect to the Common Shares Beneficially Owned or Constructively Owned in excess of the Share Ownership Limit without regard to
any exception granted thereto by the Exemption.


 



    	 



    	 



    

 





8.                 
LC REIT acknowledges that the Exemption is being granted only to members of the GICRE Group and not to any other person
or entity.


 


9.                 
The undersigned has the authority to execute this document on behalf of LC REIT.


 


Neither this letter agreement nor any waiver
contained herein may be assigned or transferred without the prior written consent of the Corporation.


 


[REMAINDER OF PAGE IS
BLANK]


 



    	 



    	 



    

 





All questions concerning the construction,
validity and interpretation of this letter agreement shall be governed by and construed in accordance with the laws of the State
of Maryland.


 


Please indicate your agreement and acknowledgement
of the foregoing by executing this letter in the space provided below.


 


Sincerely,


 


LC REIT LLC


 


By: NA-RE INVESTMENT HOLDINGS, LLC, 


Its sole member


 


By:GIC Real Estate, Inc.,





Its Manager


 


By:                                                                            


Name:


Title:


 


By:                                                                            


Name: 


Title:


 



    	 



    	 



    

 





This will confirm that the Exemption has
been granted by the Board of Directors in accordance with the Articles, and shall continue, subject to the continuing accuracy
in all material respects of the above representations and covenants.


 


LoanCore Realty Trust, Inc.


 


By:                                                                            


Name:


Title: