Exhibit 10.1


 


CONTRIBUTION
AGREEMENT


 


Between


 


TALON
OP, L.P.


 


And


 


First Capital Real Estate
Operating Partnership L.P.


First Capital Real Estate
Trust Incorporated


 


FIRST TRUST BUILDING, 


180 5th Street East,
St. Paul, MN


 


Dated as of June 27,
2018


 




    


     


    

 


Table of Contents


 




	1.	CONTRIBUTION	1
	2.	CONTRIBUTION CONSIDERATION; UNITS; TAX MATTERS	1
	3.	CLOSING	2
	4.	[INTENTIONALLY OMITTED	2
	5.	CONTRIBUTOR’S DELIVERIES	2
	6.	INSPECTION PERIOD	2
	7.	UCC MATTERS	3
	8.	REPRESENTATIONS AND WARRANTIES	3
	9.	ADDITIONAL CONDITIONS PRECEDENT TO CLOSING	5
	10.	[intentionally
    omitted	5
	11.	CLOSING DELIVERIES	6
	12.	PRORATIONS AND ADJUSTMENTS	6
	13.	DEFAULT	7
	14.	SUCCESSORS AND ASSIGNS	7
	15.	NOTICES	7
	16.	BENEFIT	8
	17.	MISCELLANEOUS	8





 






    


     


    

 


CONTRIBUTION AGREEMENT


 


THIS CONTRIBUTION
AGREEMENT is made and entered into as of this June ___, 2018, (the “Contract Date”), by and among Talon
OP, L.P., a Minnesota limited partnership (“Contributor”), and First Capital Real Estate Operating Partnership
L.P., a Delaware limited partnership (“Buyer”).


 


1.                 
CONTRIBUTION. Contributor agrees to contribute, convey and quit claim to Buyer, and Buyer agrees to
accept and assume from Contributor, for the Contribution Consideration (as defined below) and on the terms and conditions set forth
in this Agreement, all of such Contributor’s right, title and interest in Talon First Trust, LLC, a Delaware limited liability
company (“Talon First”). Talon First is the owner of the Project (as defined below), which Project includes
that certain building (the “Building”), described on Exhibit
A. The Building is leased by Contributor to Tenants (as defined below) for office and retail purposes. The Building
is commonly known by the respective street address in the cities, counties and states described on Exhibit
A. For purposes of this Agreement the term, “Project” shall be deemed to mean, collectively:
(i) all of the parcels of land identified on Exhibit A
as owned by Talon First, as such land is described on Exhibit B
(collectively, the “Land”), together with all rights, easements and interests appurtenant thereto, including,
but not limited to, any streets or other public ways adjacent to said Land and any water or mineral rights owned by, or leased
to, Talon First; (ii) all improvements located on the Land, including, but not limited to, the Building, and all other structures,
systems, and utilities associated with, and utilized by, such Contributor in the ownership and operation of the Building (all such
improvements being collectively referred to herein as the “Improvements”); (iii) all personal property
owned by Talon First and either (A) located on or in the Land or Improvements, or (B) used in connection with the operation and
maintenance of the Project, excluding personal property owned by Tenants (collectively, the “Personal Property”),
including, without limitation, all fixtures and other built-in improvements and equipment necessary to operate the Project and
all (if any) personal property listed on Exhibit C;
(iv) all building materials, supplies, hardware, carpeting and other inventory owned by such Contributor and maintained in connection
with such Contributor’s ownership and operation of the Land and/or Improvements and not owned by Tenants (collectively, the
“Inventory”); (v) all trademarks, tradenames, development rights and entitlements and other intangible property
used or useful in connection with the foregoing (collectively, the “Intangible Personal Property”); and (vi)
Talon First’s interest in all leases and other agreements (including, without limitation, any amendment or other modification
of a lease) to occupy, or concerning the occupancy of, all or any portion of the Land and/or Improvements in effect on the Contract
Date or into which Talon First enters prior to Closing (as defined below) (collectively, the “Leases”).


 


2.                 
CONTRIBUTION CONSIDERATION; UNITS; TAX MATTERS.


 


2.1.           
General. The general partner of Buyer is First Capital Real Estate Trust Incorporated, a Maryland corporation
(“General Partner”). General Partner is a non-traded public real estate investment trust. Buyer may also, in
its sole and absolute discretion, direct Contributor to contribute, convey and quit claim the member interests and Project to one
or more of Buyer Affiliates , and hereby directs Contributor to convey the Project to FC First Trust, LLC (To be formed post closing),
a Delaware limited liability company (“Subsidiary”), a special purpose entity wholly-owned by Buyer.


 


2.2.           
Contribution Consideration. The consideration to be paid to Contributor by Buyer for the member interests
and the Project (the “Contribution Consideration”) shall consist of 2,495,321 OP Units (as defined below) having
an aggregate value of $40,000,000 (as adjusted $98,000,000 Contribution Value) and a not to exceed credit of $58,000,000 for the
Existing Indebtedness adjusted to a net of $40,000,000). The Contribution Consideration (i.e. OP Units) is in addition to the assumption
by Buyer of the Existing Indebtedness (as hereafter defined).


 






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2.3.           
Units.


 


2.3.1.           
The OP Units ($16.03 per OP Unit) issued to the Contributor hereunder may be exchanged by
the Contributor, commencing on the Closing Date, for an amount of Marketable Securities equal to one (1) OP Unit for one (1) share
(with a last reported NAV of $16.03 each) of First Capital Real Estate Trust Incorporated (i.e. a one (1) to one (1) exchange).


 


2.3.2.           
The parties acknowledge that Contributor intends to treat the transfer of the member interests
and Project in exchange for OP Units (the “Exchange”) as a tax-free partnership
contribution pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”).
Buyer and General Partner shall cooperate in all reasonable respects with Contributor to effectuate such Exchange.


 


The provisions of this
Section 2.3.2 shall survive the Closing and shall not merge into any conveyancing documents delivered at Closing.


 


3.                 
CLOSING. The contribution of the Project and delivery of OP Units contemplated herein shall be consummated
at a closing (“Closing”) to take place on a date and at the offices of the Title Company (as defined below)
or such other place as the parties may agree upon in writing, provided, however, that the Closing Date shall be no later than June
28th, 2018. The date on which the Closing occurs shall be referred to herein as the “Closing Date”.
The Closing shall be effective as of 12:01 a.m. Central Time on the Closing Date. Notwithstanding the foregoing, the risk
of loss of all or any portion of the Project shall be borne by Contributor up to and including the actual time of the Closing,
and thereafter by Buyer. Immediately upon Closing, Buyer shall file the necessary documents with the Delaware and Minnesota Secretaries
of State to cause the name of Talon First to change to exclude the word “Talon.”


 


4.                 
[INTENTIONALLY OMITTED.]


 


5.                 
CONTRIBUTOR’S DELIVERIES. Subsequent to the Contract Date, Contributor shall make available
to Buyer, to the extent specifically requested in writing by Buyer and in Contributor’s possession and control, copies of
all documents, contracts, information, Records (as defined below) and exhibits pertinent to the transaction that is the subject
of this Agreement, including, but not limited to, the documents listed as “Contributor’s Deliveries” on
Exhibit D. As used herein, “Records”
means all books, records, tax returns, correspondence, financial data, leases, and all other documents and matters, public or private,
maintained by Contributor or its agents, relating to receipts and expenditures pertaining to the Project for the three most recent
full calendar years and the current calendar year and all contracts, rental agreements and all other documents and matters, public
or private, maintained by Contributor or its agents, relating to operations of the Project.


 


6.                 
INSPECTION PERIOD.


 


6.1.           
Subsequent to the Contract Date, Contributor shall make available to Buyer, to the extent specifically requested
in writing by Buyer and in Contributor’s possession and control, all documents, contracts, information, Records (as defined
below) and exhibits pertinent to the transaction that is the subject of this Agreement, including, but not limited to, the documents
listed as “Contributor’s Deliveries” on Exhibit D.
As used herein, “Records” means all books, records, tax returns, correspondence, financial data, leases, and
all other documents and matters, public or private, maintained by Contributor, Talon First, and/or its agents, relating to receipts
and expenditures pertaining to the Project for the three most recent full calendar years and the current calendar year and all
contracts, rental agreements and all other documents and matters, public or private, maintained by Contributor or its agents, relating
to operations of the Project.


 






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6.2.           
Confidentiality. Each party agrees to maintain in confidence, and not to disclose (and shall cause its affiliates,
employees and equity holders to maintain in confidence, and not to disclose) to any person or entity (including, without limitation,
Tenants or Tenants’ employees), the information contained in this Agreement or pertaining to the transaction contemplated
hereby and the information and data furnished or made available by Contributor to Buyer, its agents and representatives in connection
with Buyer’s investigation of the Project and the transactions contemplated by this Agreement; provided, however, that each
party, its agents and representatives may disclose such information and data (i) to such party’s accountants, attorneys,
existing or prospective lenders, investment bankers, accountants, underwriters, ratings agencies, partners, consultants and other
advisors in connection with the transactions contemplated by this Agreement (collectively, “Representatives”)
to the extent that such Representatives reasonably need to know (in the disclosing party’s reasonable discretion) such information
and data in order to assist, and perform services on behalf of, the disclosing party; and (ii) to the extent required by any applicable
statute, law, regulation or Governmental Authority. In the event the transactions contemplated by this Agreement shall not be consummated,
such confidentiality shall be maintained indefinitely. Buyer and Contributor shall also have the right to issue a press release
upon the consummation of the transactions described in this Agreement.


 


6.3.           
Return of Documents. If Buyer fails to close the transaction which is the subject matter of this Agreement
for any reason, Buyer shall return all documents supplied to Buyer by Contributor.


 


7.                 
UCC MATTERS.


 


7.1.           
UCC Searches. Prior to Closing, Buyer may obtain, or cause the Title Company to obtain, current searches
of all Uniform Commercial Code financing statements filed with the applicable Secretary of State, or the appropriate county official,
against Contributor, Contributor’s affiliates involved in the operation of the Project and the management agents for the
Project.


 


8.                 
REPRESENTATIONS AND WARRANTIES.


 


8.1.           
Contributor and Recipients. Contributor represents and warrants to Buyer that, to the current, actual, subjective
knowledge of M.G. Kaminski (“Kaminski”), the following matters are substantially true in all material respects
as of the Contract Date and (subject to events which first transpire or knowledge which first becomes known to Kaminski subsequent
to the Contract Date) shall be substantially true in all material respects as of the Closing Date.


 


8.1.1.           
Litigation. Except as set forth in this Section 8.1.5 and Section 8.1.10, there are
no pending or (to Contributor’s knowledge) threatened judicial, municipal or administrative proceedings affecting the Project
or in which Contributor is or will be a party by reason of Contributor’s ownership or operation of the Project or any portion
thereof, including, without limitation, proceedings for or involving collections, condemnation, eminent domain, alleged building
code or environmental or zoning violations, or personal injuries or property damage alleged to have occurred on the Project or
by reason of the condition, use of, or operations on, such Project. Except as set forth in Section 8.1.10, no attachments, execution
proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending
against Contributor, or to Contributor’s knowledge, threatened against Contributor, nor are any of such proceedings contemplated
by Contributor. Contributor hereby discloses to Buyer that there exists an action pending in Ramsey County District Court captioned
Capital Maintenance Services, LLC v. Talon Real Estate Holdings Corp., Talon First Trust, LLC, Jackson I, LLC, Court File
No. 62-CV-18-3297. Contributor also hereby discloses to Buyer that a mechanic’s lien has been filed against the Project for
improvements requested by a Tenant. 


 






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8.1.2.          
 Existing Mortgage(s). The Property is currently subject to financing provided by and
in favor of Gamma Lending Omega, LLC (“Lender”), in the original principal
amount of an estimated Fifty-Five Million Dollars ($55,000,000) (“Existing Indebtedness”).
The Existing Indebtedness is secured by a mortgage on the Property. Buyer agrees to assume the Existing Indebtedness at Closing.
If the amount of the Existing Indebtedness to be assumed by Buyer at Closing is greater than or less than $58,000,000.00, the OP
Units to be issued to Contributor shall be adjusted accordingly. The Existing Indebtedness documents are included in the Contributor
Deliveries. Contributor hereby discloses to Buyer that a lawsuit has been commenced by Lender with respect to enforcement of the
Existing Indebtedness (“Existing Indebtedness Suit”). Lender has alleged a
default by Contributor in connection with the Existing Indebtedness and has exercised certain remedies including the appointment
of receiver. The pleadings with respect to the Existing Indebtedness Suit are included in Contributor Deliveries. Notwithstanding
anything contained in this Section 8 to the contrary, all representations and warranties of Contributor are subject to the existence
and ramifications of the Existing Indebtedness and the Existing Indebtedness Suit.


 


8.1.3.           
Investment Representation. Contributor represents that its OP Units are being acquired
by it with the present intention of holding such OP Units for purposes of investment, and not with a view towards sale or any other
distribution. Each Recipient recognizes that it may be required to bear the economic risk of an investment in the OP Units for
an indefinite period of time. Contributor is an Accredited Investor. Contributor has such knowledge and experience in financial
and business matters so as to be fully capable of evaluating the merits and risks of an investment in the OP Units. Contributor
has been furnished with the informational materials described herein (collectively, the “Informational Materials”),
and has read and reviewed the Informational Materials and understands the contents thereof.


 


8.1.4.           
Member Interests. Contributor represents and warrants that one hundred percent of the
member interests of Talon First “Member Interests” are owned by Contributor; provided, however, the Member Interests
are subject to a Member Interest Pledge and Security Agreement (“Pledge Agreement”)
in favor of Lender (as hereinafter defined) securing the Loan and Existing Indebtedness. Contributor’s obligations hereunder
are limited to contributing, conveying and quit claiming the Member Interests to Buyer subject to the Pledge Agreement.


 


8.2.           
Buyer. If applicable, Buyer represents and warrants to Contributor that the following matters are true as
of the Contract Date and shall be true as of the Closing Date:


 


8.2.1.           
General Partner presently intends to continue to be, classified as a partnership or a Non-publicly
traded partnership taxable as a partnership for federal income tax purposes and not an association taxable as a corporation or
a publicly traded partnership taxable as a corporation.


 


8.2.2.           
The execution and delivery of this Agreement by Buyer and General Partner and the performance
of this Agreement by Buyer and General Partner, has been duly authorized by Buyer and General Partner, and this Agreement is binding
and enforceable against it in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, or (iii) to the extent the indemnification provisions contained herein may be limited by applicable federal or state
securities laws. No consent of any member, judicial or administrative body, Governmental Authority, or other governmental body
or agency.


 


8.2.3.           
The OP Units, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, will be validly issued, fully paid and nonassessable.


 


8.2.4.           
Intentionally Omitted


 






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8.2.5.           
Except as could not reasonably be expected to have a material adverse effect on the business,
assets liabilities, financial condition, property or results of operations of Buyer or General Partner both are in compliance with
all laws applicable to Buyer or General Partner.


 


9.                 
ADDITIONAL CONDITIONS PRECEDENT TO CLOSING.


 


9.1.           
Buyer’s Conditions Precedent. In addition to the other conditions enumerated in this Agreement, the
following shall be additional Buyer’s Conditions Precedent:


 


9.1.1.           
Physical Condition. The physical condition of the Project shall be substantially the
same on the Closing Date as on the date Buyer inspected the Project, reasonable wear and tear excepted.


 


9.1.2.           
Pending Actions. At Closing, except for the Existing Indebtedness and Existing Indebtedness
Suit, and the litigation set forth in Section 8.1.5, there shall be no administrative agency, litigation or governmental proceeding
of any kind whatsoever, pending or threatened, that, after Closing, would, in Buyer’s sole and absolute discretion, materially
and adversely affect the value or marketability of the Project, or the ability of Buyer to operate any or all of the Project in
the manner it is being operated on the Contract Date.


 


9.1.3.           
Real Estate Taxes. As of the Closing Date, there shall have been no actual or pending
reassessment to increase the value of the Project for the purpose of calculating real estate taxes or any increase in the real
estate tax rate applicable to the Project.


 


9.1.4.           
Zoning. On the Closing Date, no proceedings shall be pending or threatened that could
or would involve the change, redesignation, redefinition or other modification of the zoning classifications of (or any building,
environmental, or code requirements applicable to) the Project, or any portion thereof, or any property adjacent to the Project.


 


9.1.5.           
Flood Insurance. As of the Closing Date, if the Project is located in a flood plain,
Buyer shall have obtained flood plain insurance in form and substance acceptable to Buyer.


 


9.1.6.           
Utilities. On the Closing Date, no moratorium or proceeding shall be pending or threatened
affecting the availability, at regular rates and connection fees, of sewer, water, electric, gas, telephone or other services or
utilities servicing the Project.


 


9.1.7.           
Bankruptcy. As of the Closing Date, neither any Contributor nor the Project is the
subject of any bankruptcy proceeding for which approval of this transaction has not been given and issued by the applicable bankruptcy
court.


 


9.1.8.           
Representations and Warranties True. The representations and warranties of Contributor
contained in this Agreement shall be true and correct as of the Closing Date in all respects.


 


9.1.9.           
Covenants Performed. All covenants of Contributor required to be performed on or prior
to the Closing Date shall have been performed, in all material respects.


 


9.2.           
Contributor’s Additional Conditions Precedent. The following shall be additional Contributor’s
Conditions Precedent:


 


9.2.1.           
Representations and Warranties. The representations and warranties of Buyer contained
in this Agreement shall be true and correct as of the Closing Date, in all respects, as though such representations and warranties
were made on such date.


 


9.2.2.           
Covenants. All covenants of Buyer required to be performed on or prior to the Closing
Date shall have been performed, in all material respects.


 


10.             
  [Intentionally
Omitted.]


 






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11.             
  CLOSING DELIVERIES.


 


11.1.       
 Contributor’s. At Closing (or such other times as may be specified below), Contributor shall deliver
or cause to be delivered to Buyer or Subsidiary, as applicable, the following, in form and substance acceptable to Buyer or Subsidiary,
as applicable:


 


11.1.1.       
 Assignment of Membership Interests. An Assignment of Membership Interests, a copy
of which is attached as Exhibit E;


 


11.1.2.       
 Keys. Keys to all locks located at the Project;


 


11.1.3.       
 Original Documents. To the extent not previously delivered to Buyer, originals of
the Records, Leases, Assigned Contracts and certificates of occupancy (or comparable permits or licenses) or other Governmental
Approvals (if an to the extent in Contributor’s possession); and


 


11.1.4.       
 Closing Statement. A closing statement conforming to the proration and other relevant
provisions of this Agreement (the “Closing Statement”) duly executed by Contributor.



 


11.2.       
  Buyer’s. As a condition precedent to Contributor’s obligation to close (“Contributor’s
Condition Precedent”), Buyer or General Partner, as applicable, shall cause to be delivered to Contributor the following,
each in form and substance reasonably acceptable to Contributor, Subsidiary and Buyer and their respective counsel:


 


11.2.1.         Partnership
Agreement. A copy of the Partnership Agreement;


 


11.2.2.       
 Closing Statement. A Closing Statement, duly executed by Buyer; 


 


11.2.3.       
 The OP Units. 


 


11.2.4.      
 Indemnity Agreement. Buyer shall have agreed to assume, in its sole and absolute discretion,
the Existing Indebtedness. Buyer (including, without limitation General Partner, agree to indemnify and hold Contributor and its
affiliates (including without limitation, Talon Real Estate Holding Corp., Talon OP, L.P. and Matthew and Brenda Kaminski) harmless
from any and all claims of Lender with respect to the Existing Indebtedness and the Existing Indebtedness Suit. Such indemnification
shall include, without limitation, all reasonable attorneys’ fees and costs incurred by Contributor and Contributor affiliates
in defending claims with respect to the Existing Indebtedness and Existing Indebtedness Suit. Contributor agrees that Buyer’s
counsel may undertake to defend any such claims against Contributor and Contributor affiliates with respect to the Existing Indebtedness
and Existing Indebtedness Suit; Contributor, on behalf of Contributor and Contributor affiliates, and Buyer and Buyer affiliates
and General Partner, agree to execute that certain Indemnity and Hold Harmless Agreement attached hereto as Exhibit F
(“Indemnity Agreement”). The provisions
of this Section 11.2.4 and the Indemnity Agreement shall remain in full force and effect until the Existing Indebtedness has been
paid in full and the Existing Indebtedness Suit has been dismissed.


 


12.             
  PRORATIONS AND ADJUSTMENTS.


 


The following shall
be prorated and adjusted between Contributor and Buyer as of the Closing Date, except as otherwise specified:


 


12.1.       
  Buyer and Contributor shall divide the cost of any closing escrow fee charged by the Title Company hereunder equally
between them;


 


12.2.       
  Buyer shall assume in full all new and special assessments (and charges in the nature of or in lieu of such assessments)
that are assessed and levied with respect to any of the Land as of the Closing Date. Buyer shall assume all special assessments
(and charges in the nature of or in lieu of such assessments) pending with respect to any of the Land as of and levied after the
Closing Date;


 






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12.3.       
  In the event of a discrepancy between the Closing Statement and the prorations described above, the Closing Statement
shall govern in all events. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Project, and therefore
entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. Distributions in respect
of the OP Units acquired by the Contributor shall begin to accrue from and after the Closing Date (notwithstanding the fact that
such date may not be the applicable record date under the Partnership Agreement), and the amount of distributions paid or to be
paid to the Contributor for any quarter shall be prorated accordingly. The terms of this Section 12 shall survive the Closing for
a period of twelve (12) months and shall not merge into any conveyancing documents delivered at Closing.


 


12.4.       
   Notwithstanding anything contained in this Section 12 to the contrary, any amounts to be “paid” by Contributor,
or any amounts to which Buyer is entitled to as a proration or adjustment from Contributor shall be paid by Buyer and General Partner
by adjusting the OP Units at Closing by the amount of such payments or adjustments. Contributor shall have no obligation to pay
any sums to Buyer or any third party at closing with all such sums and adjustments treated as reduction of the Contribution Consideration
and paid by Buyer.


 


13.             
  DEFAULT.


 


13.1.       
  Default by Contributor. In the event Contributor defaults in its obligations to contribute the Project, then
Buyer’s sole and exclusive remedy shall be to terminate this Agreement.


 


13.2.       
  Default by Buyer. In the event Buyer defaults in its respective obligations to acquire the Project, then
Contributor’s sole and exclusive remedy shall be to terminate this Agreement.


 


13.3.       
  Indemnification of Contributor. Buyer shall and does hereby indemnify, protect, defend and hold Contributor,
and all officers, directors, employees, agents, advisors, members, equity holders, shareholders and partners, as the case may be,
thereof (the “Contributor Indemnified Parties”) harmless from and against any claims, losses, demands,
liabilities, suits, costs and damages suffered by the Contributor Indemnified Parties, including consequential as well as actual
damages and attorneys’ fees of counsel selected by the Contributor Indemnified Parties and other costs of defense, incurred,
arising against, or suffered by, the Contributor Indemnified Parties or its assigns as a direct or indirect consequence of (i)
any breach of any representation, warranty or covenant made in this Agreement by Buyer, or any other default by Buyer under this
Agreement, whether discovered before or after the Closing or (ii) matters arising after the Closing Date with respect to the Project.


 


14.              
 SUCCESSORS AND ASSIGNS. The terms, conditions and covenants of this Agreement shall be binding upon
and shall inure to the benefit of the parties and their respective successors and assigns.


 


15.             
  NOTICES. Any notice, demand or request which may be permitted, required or desired to be given in
connection therewith shall be given in writing and directed to Contributor and Buyer as follows:


 


Buyer:


 


First
Capital Real Estate Operating Partnership LP


410 Park
Avenue


14th
Floor


New York,
NY 10022


Attn:
Suneet Singal CEO


E-mail: s@firstcapitalre.com


 






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Contributor:


 


Talon OP,
L.P.


5500 Wayzata
Boulevard, Suite 1070


Minneapolis,
Minnesota 55416


Attn: MG
Kaminiski


E-mail: mgk@talonreit.com


 


Notices shall be deemed
properly delivered and received when and if either (i) personally delivered, including via email; or (ii) on the first business
day after deposit with a commercial overnight courier for delivery on the next business day. Any party may change its address for
delivery of notices by properly notifying the others pursuant to this Section 1515.


 


16.             
  BENEFIT. This Agreement is for the benefit only of the parties hereto and their successors and assignees
as permitted in Section 14 above and no other person or entity shall be entitled to rely hereon, receive any benefit herefrom or
enforce against any party hereto any provision hereof.


 


17.             
  MISCELLANEOUS.


 


17.1.       
  Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to
the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements,
and all prior written agreements, understandings, letters of intent and proposals, in each case with respect to the transaction
contemplated herein, are hereby superseded and rendered null and void and of no further force and effect. Neither this Agreement
nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed
by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then
only to the extent set forth in such instrument.


 


17.2.       
  Time of the Essence. Time is of the essence of this Agreement.


 


17.3.       
  Conditions Precedent. The waiver of any particular Buyer’s Condition Precedent or Contributor’s
Condition Precedent shall not constitute the waiver of any other.


 


17.4.       
  Construction. This Agreement shall not be construed more strictly against one party than against the other
merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Contributor
and Buyer have contributed substantially and materially to the preparation of this Agreement. The headings of various Sections
in this Agreement are for convenience only, and are not to be utilized in construing the content or meaning of the substantive
provisions hereof.


 


17.5.       
  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Minnesota.


 


17.6.       
  Partial Invalidity. The provisions hereof shall be deemed independent and severable, and the invalidity or
partial invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision
hereof.


 


17.7.       
  Expenses. Except and to the extent as otherwise expressly provided to the contrary herein, Buyer and Contributor
shall each bear its own respective costs and expenses relating to the transactions contemplated hereby, including, without limitation,
fees and expenses of legal counsel or other representatives for the services used, hired or connected with the proposed transactions
mentioned above.


 






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17.8.       
  Waiver of Conditions Precedent. Buyer and Contributor shall each have the right, in its sole and absolute
discretion, to waive any Condition Precedent for its benefit contained in this Agreement.


 


17.9.       
  Counterparts. This Agreement may be executed by electronic or facsimile signature and in any number of identical
counterparts, any of which may contain the signatures of less than all parties, and all of which together shall constitute a single
agreement.


 


17.10.   
    Calculation of Time Periods. Notwithstanding anything to the contrary contained in this Agreement, any period
of time provided for in this Agreement that is intended to expire on or prior to the Closing Date, but that would extend beyond
the Closing Date if permitted to run its full term, shall be deemed to expire upon Closing.


 


[The remainder of this
page intentionally left blank; signature page follows]


 




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


 





	 	CONTRIBUTOR:
	 	 	 
	 	TALON OP, L.P.
	 	 	 
	 	By: 	Talon Real Estate Holding Corp., its general partner
	 	 	 
	 	By:	/s/ MG Kaminski
	 	 	MG Kaminski, CEO
	 	 	 
	 	BUYER:
	 	 	 
	 	First Capital Real Estate Operating Partnership LP, a Delaware limited partnership
	 	 	 
	 	By: First Capital Real Estate Trust Incorporated, a Maryland corporation, Its General Partner
	 	 	 
	 	By 	/s/ Suneet Singal
	 	Name:	Suneet Singal
	 	Title:	Chairman, Chief Executive Officer
	 	 	 
	 	For Purposes of Sections 2.3 and 11.2.4:
	 	 	 
	 	First Capital Real Estate Trust Incorporated
	 	 	 
	 	By 	/s/ Suneet Singal
	 	Name:	Suneet Singal
	 	Title:	Chairman, Chief Executive Officer




  




    


     


    

 


 


Exhibit
A


 


180
5th Street E.


St.
Paul MN 55101


 






     


     


    

 


Exhibit
B


 





The property
being appraised is located in Lots C & D of Drakes Rearrangement A & In Said Auditor's Subdivison of No.32 Lots 2 Thru
15 Block 2,


 


 



     


     


    




 


Exhibit
C


 


 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fixed
    Assets	 	 	Service
    Date	 	Commence	 	 	Amount	 	Group
                                         Total
	Building	 	 	 	 	 	 	 	 	 	 	 	
	 First
    Trust Building	 	7/2/2014	 	 	7/31/2014	 	 	$	21,258,346.00	 	$	21,258,346.00
	 	 	 	 	 	 	 	 	 	 	 	 	
	Building
    Improvements	 	 	 	 	 	 	 	 	 	 	 	
	FT
    FV Allocation - Acquisition	 	7/2/2014	 	 	7/1/2014	 	 	$	804,361.00	 	 	
	Revised
    Elevator - Code Work	 	2/10/2015	 	 	12/1/2017	 	 	$	299,752.50	 	 	
	 	 	 	 	 	 	 	 	$	1,104,113.50	 	$	1,104,113.50
	 	 	 	 	 	 	 	 	 	 	 	 	
	Tenant
    Improvements	 	 	 	 	 	 	 	 	 	 	 	
	Acquisition
    FV of TI *	 	 	 	 	7/2/2014	 	 	$	4,192,699.00	 	 	
	Home
    Team (term. 8/31/16)	 	8/1/2014	 	 	10/1/2014	 	 	$	12,583.00	 	 	
	Jacobson
    TI	 	11/7/2014	 	 	1/1/2015	 	 	$	384,090.88	 	 	
	Health
    Partners	 	9/3/2014	 	 	3/1/2015	 	 	$	58,779.00	 	 	
	GSA-
    Rail Road TI	 	11/30/2014	 	 	7/1/2015	 	 	$	118,802.98	 	 	
	Cray	 	8/1/2015	 	 	8/1/2015	 	 	$	128,833.32	 	 	
	MN
    School	 	9/1/2015	 	 	9/1/2015	 	 	$	7,503.29	 	 	
	Ditech
    fka Green Tree	 	11/30/2014	 	 	1/1/2018	 	 	$	5,898,225.65	 	 	
	MN
    Tran. Charter School	 	9/1/2017	 	 	9/1/2017	 	 	$	91,829.00	 	 	
	 Building
    Shell, in process (not completed at 1/31/18)	 	 	 	 	 	 	 	$	844,295.15	 	 	
	 	 	 	 	 	 	 	 	$	11,737,641.27	 	$	11,737,641.27
	 	 	 	 	 	 	 	 	 	 	 	 	
	Land
    Improvements	 	 	 	 	 	 	 	 	 	 	 	
	 Paving
    & Lighting Jackson St - Shepard to 7th Place Special Assessment	 	10/5/2016	 	 	10/5/2016	 	 	$	137,446.95	 	$	137,446.95
	 	 	 	 	 	 	 	 	 	 	 	 	
	Total
    Fixed Assets	 	 	 	 	 	 	 	 	 	 	$	34,237,547.72
	 	 	 	 	 	 	 	 	 	 	 	 	
	Other
    Assets	 	 	 	 	 	 	 	 	 	 	 	
	Intangible
    Asset - FV of leases acquired	 	 	 	 	 	 	 	 	 	 	 	
	 Fair
    Value of leases acquired *	 	7/2/2014	 	 	7/31/2014	 	 	$	9,091,055.00	 	$	9,091,055.00
	 	 	 	 	 	 	 	 	 	 	 	 	
	Intangible
    Asset - Above Market	 	 	 	 	 	 	 	 	 	 	 	
	 FV
    of above market leases acquired *	 	7/2/2014	 	 	7/31/2014	 	 	$	1,832,939.00	 	$	1,832,939.00
	 	 	 	 	 	 	 	 	 	 	 	 	
	Intangible
    Asset - Below Market	 	 	 	 	 	 	 	 	 	 	 	
	 FV
    of above market leases acquired*	 	7/2/2014	 	 	7/31/2014	 	 	$	507,746.00	 	$	507,746.00
	 	 	 	 	 	 	 	 	 	 	 	 	
	Total
    Other Assets	 	 	 	 	 	 	 	 	 	 	$	11,431,740.00


 






     


     


    

 


Exhibit E


 


Assignment
of LLC Member Interest


 


(Talon
FirsT Trust, LLC)


 


For
Value Received, Talon OP, L.P., a Minnesota limited partnership (“Contributor”), hereby contributes,
conveys, sells, assigns, transfers and quit claims unto First Capital Real Estate Operating Partnership, LP, a Delaware limited
partnership (“Buyer”), 100% of LLC member interests in Talon First Trust, LLC, a Delaware limited liability
company (“Company”), and irrevocably constitutes and appoints __________, its attorney-in-fact, to transfer
said LLC member interests with full power of substitution in the premises.


 


This Assignment of
LLC Member Interests is made pursuant to, and subject to, all of the provisions of that certain Contribution Agreement dated June
 , 2018 (“Contribution Agreement”) between Contributor and Buyer. The terms, conditions, representations and
limitations set forth in the Contribution Agreement are incorporated herein by reference.


 


Dated: As of June   , 2018


 





	 	Talon
OP, L.P.
	 	 
	 	By: Talon
Real Estate Holding Corp., its general partner
	 	 
	 	 
	 	By: M.G. Kaminski
	 	Its: CEO



 






     


     


    

 


 


Exhibit F


 


Indemnity
and Hold Harmless AGREEMENT


 


THIS
Indemnity and Hold Harmless AGREEMENT (this “Agreement”) is entered
into this ____ day of June, 2018, between First Capital Real Estate Operating Partnership LP, a Delaware limited partnership (“Buyer”)
and FC First Trust LLC (To be renamed post-closing), f/k/a Talon
First Trust, LLC (“Company”), First Capital Real Estate Trust Incorporated, a Maryland Corporation, (are collectively
referred to as “Buyer Affiliates” ) and Talon OP, LP, a Minnesota
limited partnership (“Talon OP”), Talon Real Estate Holding Corp,
a Utah corporation (“Talon Holding”), Matthew and Brenda Kaminski
(collectively, “Kaminski”) (Talon OP, Talon Holding, and Kaminski are collectively referred to as “Talon
Affiliates”). 


 


RECITALS 


 


		A.	Company owns certain real property located in the City of St. Paul, County of Ramsey, Minnesota,
legally described on Exhibit A attached hereto (“Property”);



 


		B.	Gamma Lending Omega, LLC, a ____ limited liability company (“Lender”) made a
loan to Company in the original principal amount of Fifty-Five Million Dollars ($55,000,000.00) (“Loan” or “Existing
Indebtedness”), which Loan is secured by a mortgage and other real estate documents on the Property and certain guaranties
of Talon Affiliates, which Loan is evidenced by the loan documents attached hereto as Exhibit B;



 


		C.	Talon OP, as Contributor, and Company, as Buyer, entered into that certain Contribution Agreement
(“Contribution Agreement”) whereby, Talon OP, as Contributor, transferred and assigned to Buyer all right, title
and interest in and to one hundred percent (100%) of the member interests of Company;



 


		D.	As part of the Contribution Agreement and Buyer’s receipt of the member interest in Company,
Buyer and Buyer Affiliates agreed to assume the Loan and Existing Indebtedness and indemnify and hold harmless Talon OP and Talon
Affiliates from any and all obligations and liability with respect to the Loan and Existing Indebtedness; and



 


		E.	Talon Affiliates and Buyer Affiliates desire to set forth their agreement with respect to indemnity
obligations of the Company and Buyer Affiliates pursuant to the Contribution Agreement and as set forth in this Agreement.



 


AGREEMENT


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement, and such other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company, Buyer and Buyer Affiliates, intending to be legally bound, agree as follows:


 


1.           Recitals.
The Recitals set forth above are true and correct in all material respects and are incorporated herein by reference.


 


2.           Loan
Assumption Obligation. Company, Buyer and Buyer Affiliates agree to assume and pay all sums due and owing Lender with respect
to the Loan and Existing Indebtedness.


 


3.           Indemnity.
Company, Buyer, and Buyer Affiliates jointly and severally, hereby absolutely and unconditionally agree to indemnify, defend and
hold harmless Talon OP and Talon Affiliates from any and all loses and liabilities which Talon OP and Talon Affiliates may sustain
or become subject to as a result of or relating to any breach by the Company and/or Buyer from the failure of the Company and/or
Buyer to pay all sums due and owing pursuant to the Loan and Existing Indebtedness.


 



    1


     


    

 


4.           Defense.
In the event the Lender commences an action or seeks to enforce repayment of the Loan and Existing Indebtedness against Talon OP
and Talon Affiliates, the Company, Buyer shall defend all such claims and actions against Talon OP and Talon Affiliates including,
without limitation, the appointment of, and payment to, legal counsel. Such legal counsel shall be reasonably acceptable to Talon
OP and Talon Affiliates and the cost thereof shall be borne by the Company, Buyer.


 


5.           Duration.
The obligation set forth in this Buyer have paid all sums due and owing to Lender with respect to the Loan and Existing Indebtedness;
or (ii) until such time as Lender has released Talon OP and Talon Affiliates from any obligation with respect to Loan and Existing
Indebtedness.


 


6.           Governing
Law; Jurisdiction and Venue. This Agreement and all acts and transactions pursuant to this Agreement and the rights and the
obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Minnesota.
In the event of litigation, jurisdiction and venue shall lie in the Minnesota State Court, Ramsey County, or the Federal District
courts for the District of Minnesota.


 


7.           Entire
Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating
to the subject matter herein and merges all prior discussions between them. No modifications of or amendment to this Agreement,
nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.
The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such
party.


 


8.           Counterparts.
This Agreement may be executed by facsimile or email transmission and in two or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one instrument.


 


9.           Successors
and Assigns. This Agreement shall be binding upon the Company and Buyer, and their successors and assigns, and shall inure
to the benefit of Talon OP and Talon Affiliates, and their respective successors and assigns.


 


[Remainder of this page intentionally
left blank. Signature page follows]


 



    2


     


    

 


	 	FC First Trust, LLC, f/k/a Talon First Trust, LLC
	 	 	 
	 	By:	 	 
	 	Its:	 	 






	 	 	 
	 	 
	 	First Capital Real
    Estate Operating Partnership LP, a Delaware
    Limited Partnership
	 	 
	 	By: First Capital Real Estate Trust Incorporated,
    a Maryland corporation
	 	Its: General Partner









	 	 
	 	By: Suneet Singal
	 	Its: Chairman, Chief Executive Officer
	 	 
	 	First Capital Real
    Estate TRUST, Incorporated, a Maryland corporation
	 	 
	 	By: Suneet Singal
	 	Its: Chairman, Chief Executive Officer



 



     


     


    

 


	 	Talon
    OP, L.P.
	 	 	 
	 	By: Talon
    Real Estate Holding Corp., its general partner
	 	 	 
	 	 	By: M.G. Kaminski
	 	 	Its: CEO



 


	 	Talon
    Real Estate Holding Corp.
	 	 
	 	By: M.G. Kaminski
	 	Its: CEO
	 	 
	 	M.G. Kaminski,
    Individually
	 	 
	 	Brenda
    Kaminski, Individually






 



     


     


    

 


Exhibit
A


 


Legal Description of Property


 



     


     


    

 


Exhibit
B


 


Loan Documents


 


		1.	Loan Agreement






		2.	Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing






		3.	Environmental and ADA Indemnity Agreement






		4.	Assignment and Subornation of Management Agreement






		5.	Assignment of Construction Contract






		6.	Assignment of Contracts, Plans and Permits






		7.	Completion Guaranty – Matthew G. Kaminski and Brenda Kaminski






		8.	Guaranty Agreement – Talon OP, L.P.






		9.	Limited Recourse Guaranty Agreement – Matthew G. Kaminski and Brenda A. Kaminksi






		10.	Payment Guaranty Agreement – Matthew G. Kaminski and Brenda A. Kaminski






		11.	Membership Interest Pledge and Security Agreement






		12.	Bill of Sale and Assignment






		13.	Certificate Regarding “Recycled” Single-Purpose Entity






		14.	Closing Certificate






		15.	UCC Financing Statement – Talon First Trust LLC (property)






		16.	UCC Financing Statement – Talon OP, L.P. – Talon First Trust, LLC member interest






		17.	UCC Financing Statement – Talon First Trust, LLC – property