Exhibit 10.1


 


 


PURCHASE AGREEMENT


 


by and among


 


BENEFIT STREET PARTNERS REALTY TRUST, INC.


 


and


 


THE PURCHASERS NAMED ON SCHEDULE A HERETO


 


 


 




     


     


    


TABLE OF CONTENTS


 





	ARTICLE I
	DEFINITIONS
	Section 1.1	Definitions	1
	 	 	 
	ARTICLE II
	AGREEMENT TO SELL AND PURCHASE
	 	 	 
	Section 2.1	Sale and Purchase	5
	Section 2.2	Closings	5
	Section 2.3	Each Purchaser’s Conditions	6
	Section 2.4	Company’s Conditions	6
	Section 2.5	Deliverables by the Company	7
	Section 2.6	Purchaser Deliverables	7
	Section 2.7	Independent Nature of Purchasers’ Obligations and Rights	8
	 	 	 
	ARTICLE III
	REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	 	 	 
	Section 3.1	Accurate Disclosure	8
	Section 3.2	Independent Accountants	8
	Section 3.3	Financial Statements; Non-GAAP Financial Measures	8
	Section 3.4	No Material Adverse Change in Business	9
	Section 3.5	Good Standing of the Company	9
	Section 3.6	Good Standing of Subsidiaries	9
	Section 3.7	Authorization of the Preferred Stock	9
	Section 3.8	Capitalization; Debt	9
	Section 3.9	No Preemptive Rights	9
	Section 3.10	Authorization of Agreement; Enforceability	9
	Section 3.11	Authorization of Transactions	10
	Section 3.12	Absence of Violations, Defaults and Conflicts	10
	Section 3.13	Absence of Proceedings	10
	Section 3.14	Compliance with Law	11
	Section 3.15	Accounting Controls	11
	Section 3.16	Investment Company Act	11
	Section 3.17	No General Solicitation; No Advertising	11
	Section 3.18	No Registration Required	11
	Section 3.19	No Integration	11
	Section 3.20	Rating	11
	Section 3.21	Use of Proceeds	11
	 	 	 
	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
	 	 	 
	Section 4.1	Existence	12
	Section 4.2	Authorization, Enforceability	12
	Section 4.3	No Breach	12
	Section 4.4	Certain Fees	12
	Section 4.5	Investment	12







 






    	 	i	 



     


    





 





	Section 4.6	Nature of Purchaser	13
	Section 4.7	Restricted Securities	13
	Section 4.8	Reliance Upon such Purchaser’s Representations and Warranties	13
	Section 4.9	Legend; Restrictive Notation	13
	Section 4.10	Anti-Money Laundering	14
	Section 4.11	FATCA	15
	Section 4.12	Share Repurchase Programs	16
	 	 	 
	ARTICLE V
	COVENANTS
	 	 	 
	Section 5.1	Taking of Necessary Action	16
	Section 5.2	Registration Rights	16
	Section 5.3	Corporate Event	17
	Section 5.4	Management Equity Investment	17
	Section 5.5	[Intentionally Blank]	17
	Section 5.6	Underwriter Lock-Up	18
	Section 5.7	Ratings	18
	Section 5.8	Post-Commitment Period	18
	 	 	 
	ARTICLE VI
	INDEMNIFICATION
	 	 	 
	Section 6.1	Indemnification by the Company	19
	Section 6.2	Indemnification by Purchasers	19
	Section 6.3	Indemnification Procedure	19
	 	 	 
	ARTICLE VII
	MISCELLANEOUS
	 	 	 
	Section 7.1	Interpretation and Severability	20
	Section 7.2	Survival of Provisions	20
	Section 7.3	No Waiver; Modifications in Writing	21
	Section 7.4	Binding Effect; Assignment	21
	Section 7.5	Confidentiality	21
	Section 7.6	Communications	21
	Section 7.7	Removal of Legend	22
	Section 7.8	Entire Agreement	22
	Section 7.9	Governing Law	23
	Section 7.10	Execution in Counterparts	23
	Section 7.11	Termination	23
	Section 7.12	Recapitalization, Exchanges, Etc. Affecting the Preferred Stock	23
	Section 7.13	Joinder	23







 


Schedule A — List of Purchasers and Commitment Shares


Schedule B — Wire Instructions


Schedule C — Notice and Contact Information


Schedule D — Operating Subsidiaries


Schedule E — Investor Information Questionnaire


Schedule F — ERISA Questionnaire


Schedule G — Joinder Agreement


 




    	 	ii	 



     


    


PURCHASE AGREEMENT


 


This PURCHASE AGREEMENT,
dated as of June 1, 2018 (this “Agreement”), is by and among BENEFIT STREET PARTNERS REALTY TRUST, INC., a Maryland
corporation (the “Company”), and each of the purchasers listed on Schedule A hereto (each, a “Purchaser”
and collectively, the “Purchasers”).


 


WHEREAS, the Company
desires to issue and sell to the Purchasers, and each Purchaser desires to purchase from the Company, shares of Series A convertible
preferred stock of the Company, $0.01 par value (the “Preferred Stock”) in accordance with the provisions of
this Agreement.


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and each of the Purchasers, severally and not jointly, hereby agree as follows:


 


ARTICLE
I

DEFINITIONS


 


Section 1.1     
Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms
have the meanings indicated:


 


“1940 Act”
has the meaning specified in Section 3.15.


 


“Additional
Dividend Amount” has the meaning specified in Section 5.7.


 


“Affiliate”
has the meaning specified in the Securities Act.


 


“Agreement”
has the meaning specified in the preamble to this Agreement.


 


“Agreements
and Instruments” has the meaning specified in Section 3.12.


 


“Ancillary
Agreements” means any agreement, document, instrument, certificate or contract entered into in connection with this Agreement,
including, without limitation, the Articles Supplementary and all letter agreements entered into between the Company and any Purchaser.


 


“Articles
Supplementary” means the articles supplementary for the Preferred Stock, as will be filed with the Maryland State Department
of Assessments and Taxation, in substantially the same form as Annex A.


 


“Business
Day” means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions
in the State of New York are authorized or required to be closed by law or governmental action.


 


“Charter”
means the Articles of Amendment and Restatement of Benefit Street Partners Realty Trust, Inc., effective as of August 16, 2017.


 


“Close Associate
of a Senior Foreign Political Figure” means a person who is widely and publicly known internationally to maintain an
unusually close relationship with the Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial
domestic and international financial transactions on behalf of the Senior Foreign Political Figure.


 




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“Closing”
has the meaning specified in Section 2.2.


 


“Committed
Shares” means, with respect to a particular Purchaser, the number of shares set forth opposite such Purchaser’s
name under the column titled “Committed Shares” set forth on Schedule A, as adjusted after each Closing for
any purchases of shares from such Purchaser at such Closing. No Purchaser will have any obligations to acquire any Committed Shares
after the End Date.


 


“Commitment
Period” means the twelve (12) month period commencing as of the date of this Agreement and ending on June 1, 2019.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Stock”
means shares of common stock of the Company, $0.01 par value.


 


“Company”
has the meaning specified in the preamble to this Agreement.


 


“Company Entities”
has the meaning specified in Section 3.12.


 


“Company Related
Parties” has the meaning specified in Section 6.2.


 


“Company SEC
Documents” has the meaning specified in Section 3.1.


 


“Conversion”
means the conversion of the Preferred Stock into Common Stock in accordance with the provisions of the Articles Supplementary.


 


“Corporate
Event” is any of the following: (i) the listing of the Common Stock on a national securities exchange or quotation on
an electronic inter-dealer quotation system; (ii) a merger or business combination involving the Company pursuant to which outstanding
shares of the Common Stock are exchanged for securities of another company which are listed on a national securities exchange or
quoted on an electronic inter-dealer quotation system; (iii) the approval of a plan of liquidation of the Company which the Company
intends to complete as promptly as practicable, or (iv) any other transaction or series of transaction that results in all Common
Shares being transferred or exchanged for cash or securities which are listed on a national securities exchange or quoted on an
electronic inter-dealer quotation system.


 


“End Date”
means June 1, 2020, which is the date that is twelve (12) months after the end of the Commitment Period.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission
promulgated thereunder.


 


“Exchange
Act Regulations” has the meaning specified in Section 3.14.


 


“FATCA”
means (a) Sections 1471 to 1474 of the Code and any associated legislation, regulations or guidance, or similar legislation, regulations
or guidance enacted in any jurisdiction which seeks to implement similar tax reporting and/or withholding tax regimes; (b) the
intergovernmental agreement entered into between the Cayman Islands Government and the Government of the United States on 29 November
2013 (“US IGA”), to give effect to the U.S. Foreign Account Tax Compliance Act and Rules promulgated thereunder, the
intergovernmental agreement entered into between the Cayman Islands Government and the United Kingdom on 5 November 2013 (“UK
IGA”) and, together with the US IGA, the “IGAs”) and any intergovernmental agreement, treaty, regulation, guidance
or other agreement between the


 




    	 	2	 



     


    

Cayman Islands Government (or any Cayman
Islands government body) and the US, UK or any other participating jurisdiction (including any government bodies in such jurisdiction),
entered into in order to comply with, facilitate, supplement, implement or give effect to: (i) the legislation, regulations or
guidance described above; or (ii) any similar regime, including any automatic exchange of information regime arising from or in
connection with the OECD Common Reporting Standard (“CRS”); and (c) any legislation, regulations or guidance in the
Cayman Islands that gives effect to the matters outlined in the preceding paragraph (i) including without limitation the Tax Information
Authority (International Tax Compliance) (United States of America) Regulations, 2014 (“US FATCA Regulations”), the
Tax Information Authority (International Tax Compliance) (United Kingdom) Regulations, 2014 (“UK FATCA Regulations”),
the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations, 2015 (“CRS Regulations”)
and, together with the US FATCA Regulations and UK FATCA Regulations, the “Cayman Regulations”) and the Guidance Notes
on the International Tax Compliance Requirements of the Intergovernmental Agreements Between the Cayman Islands and the United
States of America and the United Kingdom, as amended from time to time, and any further guidance issued in relation to the CRS
Regulations (“Cayman Guidance Notes”).


 


“Foreign Shell
Bank” means a Foreign Bank without a Physical Presence in any country, but does not include a Regulated Affiliate. A
“Foreign Bank” means an organization that (i) is organized under the laws of a foreign country, (ii) engages in the
business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization
or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v)
has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank. “Physical
Presence” means a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely
a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities,
at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related
to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct
banking activities. “Regulated Affiliate” means a Foreign Shell Bank that (i) is an affiliate of a depository institution,
credit union or Foreign Bank that maintains a Physical Presence in the U.S. or a foreign country regulating such affiliated depository
institution, credit union or Foreign Bank.


 


“Form 10-K”
means the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 16, 2018.


 


“GAAP”
has the meaning specified in Section 3.3.


 


“Governmental
Entity” has the meaning specified in Section 3.12.


 


“Indemnified
Party” has the meaning specified in Section 6.3.


 


“Indemnifying
Party” has the meaning specified in Section 6.3.


 


“Joinder Agreement”
means the form of joinder agreement to this Agreement attached as Schedule G.


 


“Law”
means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or
regulation.


 


“Lien”
means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether
such interest is based on the common law, statute or


 




    	 	3	 



     


    

contract, and whether such obligation or
claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security
agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this
Agreement, a Person shall be deemed to be the owner of any Property that it has acquired or holds subject to a conditional sale
agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by
or vested in some other Person in a transaction intended to create a financing.


 


“Lock-Up Securities”
has the meaning specified in Section 5.6.


 


“Material
Adverse Effect” means a material adverse effect on the management, condition (financial or otherwise), results of operations,
business or properties of the Company and its Subsidiaries, taken as a whole; provided, however, that a Material
Adverse Effect shall not include any material and adverse effect on the foregoing to the extent such material and adverse effect
results from, arises out of, or relates to (x) a general deterioration in the economy or changes in the general state of the industries
in which the Company operates, except to the extent that the Company, taken as a whole, is adversely affected in a disproportionate
manner as compared to other industry participants, (y) the outbreak or escalation of hostilities involving the United States, the
declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including acts
of terrorism or (z) any change in accounting requirements or principles imposed upon the Company and its Subsidiaries or their
respective businesses or any change in applicable Law, or the interpretation thereof.


 


“Non-Cooperative
Jurisdiction” means any foreign country that has been designated as non-cooperative with international anti-money laundering
principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of
which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur.


 


“Operating
Subsidiary” means each of the entities listed on Schedule D hereto.


 


“Person”
means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other form of entity.


 


“Preferred
Stock” has the meaning specified in the recitals to this Agreement.


 


“Preferred
Stock Price” means the liquidation preference per share of the Preferred Stock as set forth in the Articles Supplementary.


 


“Prohibited
Purchaser” means a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked
Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be
mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the
Company in connection therewith.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.


 




    	 	4	 



     


    

“Purchase
Price” means, with respect to a particular Purchaser at a particular Closing, an amount equal to the number of shares
to be settled for the account of such Purchaser at such Closing multiplied by the Preferred Stock Price.


 


“Purchased
Shares” means, with respect to a particular Purchaser, the number of shares identified by the Company in a notice of
Closing provided to such Purchaser in accordance with Section 2.2 of this Agreement; provided, however, that the
Purchased Shares shall be allocated pro rata in amounts that are proportionate to the Committed Shares of each Purchaser, as reflected
on Schedule A hereto; provided, further, that the aggregate number of Purchased Shares for a Purchaser for
all Closings shall not exceed the Committed Shares of such Purchaser.


 


“Purchaser”
and “Purchasers” means each Person identified on Schedule A and each such other Person that has executed
a Joinder Agreement. During the Commitment Period, the Company may enter into one or more Joinder Agreements to include additional
Persons as Purchasers and will update Schedule A accordingly to reflect any such additional Purchasers.


 


“Purchaser
Related Parties” has the meaning specified in Section 6.1.


 


“Representatives”
of any Person means the Affiliates, officers, directors, managers, employees, agents, counsel, accountants, investment bankers,
investment advisers and other representatives of such Person.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission
promulgated thereunder.


 


“Senior Foreign
Political Figure” shall mean a senior official in the executive, legislative, administrative, military or judicial branches
of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of
a foreign government-owned corporation. In addition, a Senior Foreign Political Figure includes any corporation, business or other
entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure.


 


ARTICLE
II

AGREEMENT TO SELL AND PURCHASE


 


Section 2.1     
Sale and Purchase. Subject to the terms and conditions hereof, each Purchaser hereby agrees, severally and not jointly,
to purchase from the Company, at one or more closings as set forth in Section 2.2 of this Agreement, its respective Committed Shares,
and each Purchaser agrees, severally and not jointly, to pay the Company the Preferred Stock Price for each Purchased Share. Subject
to the terms and conditions hereof, the Company hereby agrees to issue and sell to each Purchaser its respective Purchased Shares
at the Preferred Stock Price for each Purchased Share.


 


Section 2.2     
Closings. Pursuant to the terms of this Agreement, the settlement of the purchase and sale of any Purchased Shares
will occur at one or more closings, the timing of which will be determined in the sole discretion of the Company (each, a “Closing”),
subject to the provisions of this Agreement; provided, however, no Closing may occur after the End Date and all obligations to
purchase Committed Shares or to pay any uncalled amounts with respect to the Committed Shares shall terminate as of the End Date.
From the date of this Agreement to the End Date, a Closing with respect to the Committed Shares of each Purchaser shall occur upon
the Company providing such Purchaser written notice at least five (5) business days in advance of the date of such Closing (the
“Closing Date”), which


 




    	 	5	 



     


    

such notice shall identify the amount of
Committed Shares to be sold by the Company to all Purchasers and to each such Purchaser and settled at such Closing (the “Purchased
Shares”), and the Closing Date. The amount of Purchased Shares to be sold to each Purchaser at a Closing will be determined
by the Company on a pro rata basis, based on the remaining Committed Shares of all Purchasers, as reflected on Schedule A,
as of the date of such Closing; provided, however, that in no event shall any Purchaser be required to purchase Committed Shares
to the extent such purchase would cause such Purchaser to violate the ownership restrictions in the Charter, including on an as-converted
fully diluted basis. The parties agree that the Closings may occur via delivery of electronic mail transmissions, .pdf transmissions,
facsimiles or photocopies of this Agreement and the closing deliverables contemplated hereby. The Closings shall take place at
the offices of Hogan Lovells US LLP, 555 Thirteenth Street, NW, Washington, District of Columbia 20004 at 10:00 a.m. (Eastern Time)
on the applicable day, or at such other time as the Company and the Purchasers determine. Unless otherwise provided herein, all
proceedings to be taken and all documents to be executed and delivered by all parties at a Closing will be deemed to have been
taken and executed simultaneously, and no proceedings will be deemed to have been taken nor documents executed or delivered until
all have been taken.


 


Section 2.3     
Each Purchaser’s Conditions. The obligation of each Purchaser to consummate the purchase of Purchased Shares
at a Closing shall be subject to the satisfaction on or prior to such Closing of each of the following conditions (any or all of
which may be waived by a particular Purchaser on behalf of itself in writing with respect to its Purchased Shares at such Closing,
in whole or in part, to the extent permitted by applicable Law):


 


(a)               
the Company shall have performed and complied with the covenants, agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Company on or prior to the Closing;


 


(b)               
(i) the representations and warranties of the Company contained in this Agreement that are qualified by materiality
or a Material Adverse Effect shall be true and correct when made and as of the Closing and (ii) all other representations and warranties
of the Company contained in this Agreement shall be true and correct in all material respects when made and as of the Closing,
in each case as though made at and as of the Closing (except that representations and warranties made as of a specific date shall
be required to be true and correct as of such date only); and


 


(c)               
the Company shall have delivered, or caused to be delivered, to such Purchaser the Company’s closing deliverables
described in Section 2.5.


 


Section 2.4     
Company’s Conditions. The obligation of the Company to consummate the issuance and sale of Purchased Shares
to each Purchaser at a Closing shall be subject to the satisfaction on or prior to such Closing of each of the following conditions
with respect to such Purchaser (any or all of which may be waived by the Company in writing, in whole or in part, to the extent
permitted by applicable Law):


 


(a)               
(i) the representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality
shall be true and correct when made and as of the Closing and (ii) all other representations and warranties of such Purchaser shall
be true and correct in all material respects as of the Closing (except that representations of such Purchaser made as of a specific
date shall be required to be true and correct as of such date only);


 




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(b)               
such Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement that
are required to be performed and complied with by that Purchaser on or prior to the Closing; and


 


(c)               
such Purchaser shall have delivered, or caused to be delivered, to the Company at the Closing such Purchaser’s
closing deliverables described in Section 2.6.


 


Section 2.5     
Deliverables by the Company. Upon the terms and subject to the conditions of this Agreement, at a Closing the Company
will deliver (or cause to be delivered) the following:


 


(a)               
evidence of the shares settled at such Closing credited to book-entry accounts maintained by the Company’s
transfer agent, bearing the legend or restrictive notation set forth in Section 4.9, free and clear of any Liens, other than transfer
restrictions under the Company’s Charter and applicable federal and state securities laws;


 


(b)               
with respect to the first Closing, a certificate of the Maryland State Department of Assessments and Taxation (“MSDAT”),
dated as of a recent date, to the effect that the Company is in good standing;


 


(c)               
a copy of the certified copied of the Articles Supplementary evidencing that it has been filed with the MSDAT;


 


(d)               
the executed Ancillary Agreements to which the Company is a party;


 


(e)               
a cross receipt executed by the Company and delivered to such Purchaser certifying that it has received the Purchase
Price from such Purchaser with respect to the shares settled at such Closing;


 


(f)                
to the extent the shares settled at such Closing would otherwise result in the Purchaser violating the ownership
restrictions in the Charter, including on an as-converted fully diluted basis, the Company will provide such Purchaser evidence
reasonably acceptable to such Purchaser that the board of directors of the Company (the “Board”) has granted
a waiver of the ownership restrictions such that the settlement will not result in Purchaser violating the ownership restrictions;


 


(g)               
a certificate executed by an officer of the Company certifying that the conditions in Sections 2.3(a) and (b) have
been satisfied; and


 


(h)               
with respect to the first Closing, a certificate of the Secretary of the Company, certifying as to (1) the Charter
and bylaws of the Company, (2) resolutions of the Board authorizing the execution and delivery of this Agreement, the Ancillary
Agreements and the consummation of the transactions contemplated hereby and thereby, including without limitation the issuance
of the Purchased Shares and (3) the incumbency of the officers authorized to execute this Agreement and the Ancillary Agreements,
setting forth the name and title and bearing the signatures of such officers.


 


Section 2.6     
Purchaser Deliverables. Upon the terms and subject to the conditions of this Agreement, at a Closing, each Purchaser
will deliver (or cause to be delivered) the following:


 


(a)               
the Purchase Price payable by such Purchaser, by wire transfer of immediately available funds to the account of the
Company set forth on Schedule B;


 




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(b)               
with respect to a Purchaser’s first Closing, a Form W-9 executed by such Purchaser, or, for any non-U.S. Purchaser,
the applicable Form W-8 for such non-U.S. Purchaser with any required attachments;


 


(c)               
to the extent the Company is required to deliver evidence of a Board ownership waiver described in Section 2.5(f),
such Purchaser will provide a representation letter reasonably required by the Board in connection with such waiver;


 


(d)               
the executed Ancillary Agreements to which such Purchaser is a party; and


 


(e)               
a cross-receipt executed by such Purchaser and delivered to the Company certifying that such Purchaser has received
the shares settled at such Closing from the Company.


 


Section 2.7     
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the
performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no action taken by any
Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any
other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with
respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently
protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any proceeding for such purpose. The failure or waiver of performance
by any Purchaser does not excuse performance by any other Purchaser or by the Company with respect to the other Purchasers.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents
and warrants to each Purchaser as follows:


 


Section 3.1     
Accurate Disclosure. All forms, registration statements, reports, schedules and statements required to be filed by
the Company under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, prior to the date
hereof, collectively, the “Company SEC Documents”) have been filed with the Commission. The Company SEC Documents,
including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein,
at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected
by a subsequent Company SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading, and (b) complied as to form in all material respects with the applicable requirements of the Exchange
Act and the Securities Act, as applicable.


 


Section 3.2     
Independent Accountants. KPMG LLP and Ernst & Young LLP, accountants who have reviewed and/or certified the financial
statements included in the Company SEC Documents, are independent public accountants as required by the Securities Act and Securities
Act regulations and the Public Company Accounting Oversight Board.


 




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Section 3.3     
Financial Statements; Non-GAAP Financial
Measures. The historical consolidated financial statements of the Company, included in the Company SEC Documents, together
with the related schedules and notes thereto, present fairly in all material respects the financial position, results of operations
and cash flows of the Company, at the dates indicated and for the periods specified; said financial statements have been prepared
in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout
the periods involved. Except as included therein, no historical financial statements or supporting schedules are required to be
included or incorporated by reference in the Company SEC Documents under the Securities Act, Securities Act regulations, the Exchange
Act, or the Exchange Act Regulations. All disclosures contained in the Company SEC Documents regarding “non-GAAP financial
measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange
Act and Item 10 of Regulation S-K promulgated by the Commission, to the extent applicable.


 


Section 3.4     
No Material Adverse Change in Business. Since December 31, 2017, no event or circumstance has occurred that, individually
or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.


 


Section 3.5     
Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good
standing under the laws of the State of Maryland and has corporate power and authority to conduct its business as described in
the Company SEC Documents and has presently proposed to be conducted and to enter into and perform its obligations under this Agreement;
and the Company is duly qualified as a foreign corporation to transact business and is in good standing or equivalent status in
each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 3.6     
Good Standing of Subsidiaries. Each Operating Subsidiary has been duly organized and is validly existing in good
standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority
to conduct its business as described in the Company SEC Documents and as presently proposed to be conducted and is duly qualified
to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure
to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The only subsidiaries of the Company are the Operating Subsidiaries. As of the date of this Agreement, the Company
is not a party to any joint venture or similar arrangement and does not have any ownership interest in any other Person other than
the Operating Subsidiaries.


 


Section 3.7     
Authorization of the Preferred Stock. The Preferred Stock to be purchased from the Company has been duly authorized
for issuance and sale to the Purchasers pursuant to this Agreement and, when issued and delivered by the Company pursuant to this
Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable. No holder
of Preferred Stock will be subject to personal liability by reason of being such a holder. The Preferred Stock ranks senior to
any other outstanding securities of the Company with respect to rights to receive dividends and to participate in distributions
or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. The Preferred Stock is not
subject to any transfer restrictions other than any restrictions set forth under the Articles Supplementary or pursuant to applicable
Law.


 


Section 3.8     
Capitalization; Debt. The authorized, issued and outstanding shares of capital stock of the Company and any outstanding
debt are as set forth in the Company’s Form 10-K (except for subsequent issuances, if any, pursuant to this Agreement or
pursuant to the exercise of convertible


 




    	 	9	 



     


    

securities referred to in the Form 10-K).
The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable.
None of the outstanding shares of capital stock of the Company were issued in violation of the preemptive or other similar rights
of any securityholder of the Company.


 


Section 3.9     
No Preemptive Rights. Except as may be provided to a Purchaser, contained in the Charter or described in the Company
SEC Documents or the Articles Supplementary, there are no (A) preemptive rights or other rights to subscribe for or to purchase,
nor any restriction or agreement relating to the voting or transfer of, any equity securities of the Company, or (B) outstanding
options or warrants to purchase any securities of the Company.


 


Section 3.10  
Authorization of Agreement; Enforceability. The Company has all requisite power and authority to execute and deliver
this Agreement and perform its respective obligations hereunder. This Agreement has been duly authorized, executed and delivered
by the Company and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar laws affecting
creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing
and good faith.


 


Section 3.11  
Authorization of Transactions. As of each Closing, all corporate action required to be taken by the Company or any
of its partners for the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated
by the Agreement, shall have been validly taken.


 


Section 3.12  
Absence of Violations, Defaults and Conflicts. None of the Company and the Operating Subsidiaries (collectively,
the “Company Entities”) is (A) in violation of its organizational documents, (B) in violation or breach of or
in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which any such Company Entity
is a party or by which it may be bound or to which any of the properties or assets of any of the Company Entities is subject (collectively,
“Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect, (C) in violation of any law, statute, rule, regulation, judgment, order, writ or
decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having
jurisdiction over any of the Company Entities or any of their respective properties, assets or operations (each, a “Governmental
Entity”), except for such violations that would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
hereby will not, whether with or without the giving of notice or passage of time or, require consent under, or constitute a breach
of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien upon any properties
or assets of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment
Events or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), nor
will such actions (i) result in any violation of the provisions of the organizational documents of any of the Company Entities,
(ii) conflict with or constitute a breach of, or a default or a Repayment Event (as defined below) under, or result in the creation
or imposition of any Lien upon any property or assets of any of the Company Entities pursuant to, or require the consent of any
other party to, any Agreements and Instruments, except for such conflicts, breaches, defaults or Liens as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iii) result in any violation of any law, statute,
rule, regulation, judgment, order, writ or decree of any Governmental Entity, except for such


 




    	 	10	 



     


    

violations as would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means
any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on
such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness
by any of the Company Entities.


 


Section 3.13  
Absence of Proceedings. Except as disclosed in the Company SEC Documents, there is no action, suit, proceeding, inquiry,
claim or investigation before or brought by any Governmental Entity or any other Person now pending or, to the knowledge of the
Company, threatened, against or affecting the Company, which would, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, or which might materially and adversely affect its assets or the consummation of the transactions
contemplated in this Agreement or the performance by the Company of its obligations hereunder.


 


Section 3.14  
Compliance with Law. Since the Company’s formation, it has complied in all material respects with applicable
Law.


 


Section 3.15  
Accounting Controls. The Company Entities maintain internal control over financial reporting (as defined under Rule
13a-15 and 15d-15 under the rules and regulations of the Commission under the Exchange Act (the “Exchange Act Regulations”)
and a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in
accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only
in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described
in the Company SEC Documents, since the Company’s inception, there has been (1) no material weakness in the Company’s
internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control
over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting. “Material Weakness” has the meaning set forth under Rule 1-02 of Regulation S-X promulgated
by the Commission.


 


Section 3.16  
Investment Company Act. None of the Company Entities are required, and upon the issuance and sale of the Preferred
Stock as herein contemplated and the application of the net proceeds therefrom as described in the confidential offering memorandum
relating to the private placement of the Preferred Stock in connection with this Agreement, dated as of the date hereof, under
the caption “Use of Proceeds,” none of the Company Entities will be required, to register as an “investment company”
under the Investment Company Act of 1940, as amended (the “1940 Act”).


 


Section 3.17  
No General Solicitation; No Advertising. The Company has not solicited offers for, or offered or sold, and will not
solicit offers for, or offer or sell, the Purchased Shares by means of any form of general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2)
of the Securities Act.


 


Section 3.18  
No Registration Required. Assuming the accuracy of the representations and warranties of each Purchaser contained
in Article IV, the issuance and sale of Purchased Shares pursuant to this Agreement shall have been issued, to the knowledge of
the Company, in compliance with all applicable Laws, and is exempt from the registration requirements of the Securities Act, and
neither the


 




    	 	11	 



     


    

Company nor, to the knowledge of the Company,
any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such
exemption.


 


Section 3.19  
No Integration. Neither the Company nor any of its Affiliates have, directly or indirectly through any agent, sold,
offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the
Securities Act) that is or is likely to be integrated with the sale of Purchased Shares in a manner that would require registration
under the Securities Act.


 


Section 3.20  
Rating. Prior to the time of any Closing, the Preferred Stock will have been rated “BB-” or better by
a nationally recognized statistical ratings organization.


 


Section 3.21  
Use of Proceeds. The Company will use the proceeds received at a Closing to originate and acquire commercial real
estate investments for the Company and for other corporate purposes consistent with the Company’s historical use of cash.


 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS


 


Each Purchaser, severally
and not jointly, hereby represents and warrants to the Company that:


 


Section 4.1     
Existence. Such Purchaser is duly organized and validly existing and in good standing under the Laws of its jurisdiction
of organization, with all requisite power and authority to own its assets and to conduct its business as currently conducted, except
as would not prevent the consummation of the transactions contemplated by this Agreement.


 


Section 4.2     
Authorization, Enforceability. Such Purchaser has all necessary corporate, limited liability company or partnership
power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated
hereby, and the execution, delivery and performance by such Purchaser of this Agreement has been duly authorized by all necessary
action on the part of such Purchaser, and this Agreement constitutes the legal, valid and binding obligations of such Purchaser,
enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer
and similar laws affecting creditors’ rights generally or by general principles of equity, including principles of commercial
reasonableness, fair dealing and good faith.


 


Section 4.3     
No Breach. The execution, delivery and performance of this Agreement by such Purchaser and the consummation by such
Purchaser of the transactions contemplated hereby and thereby will not (a) conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or
by which such Purchaser is bound or to which any of the property or assets of such Purchaser is subject, (b) conflict with or result
in any violation of the provisions of the organizational documents of such Purchaser or (c) violate any statute, order, rule
or regulation of any court or governmental agency or body having jurisdiction over such Purchaser or the property or assets of
such Purchaser, except in the cases of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent
the consummation of the transactions contemplated by this Agreement.


 


Section 4.4     
Certain Fees. No fees or commissions are or will be payable by such Purchaser to brokers, finders or investment bankers
with respect to the purchase of Purchased Shares or the consummation of the transaction contemplated by this Agreement. Such Purchaser
agrees that it will


 




    	 	12	 



     


    

indemnify and hold harmless the Company
from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or similar fees or commissions
incurred by such Purchaser in connection with the purchase of Purchased Shares or the consummation of the transactions contemplated
by this Agreement.


 


Section 4.5      
Investment. The Purchased Shares are being acquired for such Purchaser’s own account, the account of its Affiliates,
or the accounts of clients for whom such Purchaser exercises discretionary investment authority (all of whom such Purchaser hereby
represents and warrants are institutional “accredited investors” within the meaning of Rule 501(a) of Regulation D
promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing
the Purchased Shares or any part thereof, and such Purchaser has no present intention of selling or granting any participation
in or otherwise distributing the same in any transaction in violation of the securities laws of the United States or any state,
without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the
Purchased Shares under an exemption from applicable federal or state registration requirements (including, without limitation,
if available, Rule 144 promulgated thereunder). If such Purchaser should in the future decide to dispose of any of the Purchased
Shares, the Purchaser understands and agrees (a) that it may do so only in compliance with the Securities Act and applicable state
securities law, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities
are being offered, or pursuant to an exemption from the Securities Act, and (b) that stop-transfer instructions to that effect
will be in effect with respect to such securities.


 


Section 4.6     
Nature of Purchaser.


 


(a)               
Such Purchaser represents and warrants to the Company that, (a) it is (1) a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act) or (2) an “accredited investor” within the meaning of Rule 501 of
Regulation D promulgated by the Commission pursuant to the Securities Act purchasing Preferred Stock for its own account (or accounts
managed by it) and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience
in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and
risks of the prospective investment in the Purchased Shares, is able to bear the economic risk of such investment and, at the present
time, would be able to afford a complete loss of such investment.


 


(b)               
Such Purchaser or its Representatives have been furnished with materials relating to the business, finances and operations
of the Company and relating to the offer and sale of the Purchased Shares that have been requested by such Purchaser. Such Purchaser
or its Representatives has or have been afforded the full opportunity to ask questions of and receive answers from the Company
or its Representatives and no statement or printed material which is contrary to the Company SEC Documents has been made or given
to the purchaser by or on behalf of the Company. Neither such inquiries nor any other due diligence investigations conducted at
any time by such Purchaser or its Representatives shall modify, amend or affect such Purchaser’s right (i) to rely on the
Company’s representations and warranties contained in Article III above or (ii) to indemnification or any other remedy
based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and
agreements in this Agreement. Such Purchaser understands and acknowledges that its purchase of the Purchased Shares involves a
high degree of risk and uncertainty. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to its investment in the Purchased Shares.


 




    	 	13	 



     


    

Section 4.7     
Restricted Securities. Such Purchaser
understands that the Purchased Shares are characterized as “restricted securities” under the federal securities Laws
in as much as they are being acquired from the Company in a transaction not involving a public offering and that under such Laws
and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited
circumstances. Such Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under
the Securities Act.


 


Section 4.8     
Reliance Upon such Purchaser’s Representations and Warranties. Such Purchaser understands and acknowledges
that the Purchased Shares are being offered and sold in reliance on a transactional exemption from the registration requirements
of federal and state securities laws, and that the Company is relying in part upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of such Purchaser set forth in this Agreement in (i) concluding that
the issuance and sale of the Purchased Shares is a “private offering” and, as such, is exempt from the registration
requirements of the Securities Act and (ii) determining the applicability of such exemptions and the suitability of such Purchaser
to purchase the Purchased Shares.


 


Section 4.9     
Legend; Restrictive Notation. Such Purchaser understands that any certificates evidencing the Purchased Shares and
the book-entry account maintained by the transfer agent evidencing ownership of the Purchased Shares will bear the legend or restrictive
notation required by the Charter of the Company as well as the following legend or restrictive notation: “These securities
have not been registered under the Securities Act. These securities may not be sold, offered for sale, pledged or hypothecated
in the absence of a registration statement in effect with respect to the securities under the Securities Act or pursuant to an
exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions,
and, in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such
securities has received documentation satisfactory to it that such transaction does not require registration under the Securities
Act.”


 


Section 4.10  
Anti-Money Laundering. Such Purchaser hereby acknowledges the Company’s, intention to comply with all applicable
laws concerning money laundering, terrorism and related activities, including, without limitation, the provisions of the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended (“PATRIOT
Act”). In furtherance of such efforts, such Purchaser hereby represents, warrants, and agrees that, to the best of
such Purchaser’s knowledge based on reasonable diligence and investigation:


 


(a)               
none of the Purchaser’s past or future capital contributions to the Company (whether payable in cash or otherwise)
have been or shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations;


 


(b)               
none of the Purchaser’s past or future capital contributions to the Company will cause the Company or any of
their personnel to be in violation of United States federal or other anti-money laundering laws, including without limitation the
United States Bank Secrecy Act (31 U.S.C. § 5311, et seq.), the United States Money Laundering Control Act of
1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and any regulations promulgated
thereunder;


 


(c)               
to the best of its knowledge, none of (A) the Purchaser, (B) any person controlling or controlled by the Purchaser,
(C) if the Purchaser is a privately held entity, any person having a beneficial interest in the Purchaser, or (D) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment, is, in the case of each of the foregoing,
an individual, entity, country or territory named on an U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
list, is


 




    	 	14	 



     


    

located in a country or territory named
on an OFAC list or is a person or entity prohibited under the OFAC programs;


 


(d)               
when requested by the Company the Purchaser will provide any and all additional information that the Company deems
necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The
Company may request additional documentation and information to verify the identity of the Purchaser. The Purchaser acknowledges
and agrees that the Purchaser will not be in compliance with this Agreement until such time as the Company has received and is
satisfied with all the information and documentation requested to verify the Purchaser’s identity;


 


(e)               
the Purchaser shall promptly notify the Company in the event that any of the foregoing representations cease to be
true and accurate regarding the Purchaser; and


 


(f)                
the Purchaser will immediately notify the Company if Purchaser is or Purchaser knows, or has reason to suspect, that
one of the Purchaser’s underlying beneficial owners is:


 


(i)                
a Prohibited Purchaser;


 


(ii)              
a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,”
which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political
Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;


 


(iii)            
a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated
by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering
concerns; or


 


(iv)             
a person or entity who gives a Purchaser a reason to believe that its funds originate from, or will be or have been
routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered
under the laws of a Non-Cooperative Jurisdiction.


 


Such Purchaser understands
and agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required
by applicable laws or regulations, the Company may, to the fullest extent permitted by law, undertake appropriate actions, and
such Purchaser agrees to cooperate with such actions, to ensure continued compliance with applicable laws or regulations. The Purchaser
further understands and agrees that the Company may release confidential information about such Purchaser (and, if applicable,
any underlying beneficial owners of such Purchaser) to appropriate authorities if the Company determines that it is in the Company’s
best interests to do so in light of applicable laws and regulations.


 


Section 4.11  
FATCA. Such Purchaser acknowledges and agrees that:


 


(a)               
the Company may take such actions as it determines necessary or appropriate to comply with FATCA;


 




    	 	15	 



     


    

(b)               
it will furnish the Company with such information, documentation and certifications as the Company may request to
comply with the regulations governing FATCA and the obligations of withholding tax agents; any such forms or documentation requested
by the Company pursuant to this paragraph (b), or any financial or account information with respect to the Purchaser’s investment
in the Company, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body
which collects information in accordance with FATCA) and to any withholding agent where the provision of that information is required
by such agent to avoid the application of any withholding tax on any payments to the Company;


 


(c)               
it waives, and/or shall cooperate with the Company to obtain a waiver of, the provisions of any law which:


 


(i)                
prohibit the disclosure by the Company, or by any of its agents, of the information or documentation requested from
the Purchaser pursuant to paragraph (b) above;


 


(ii)               
prohibit the reporting of financial or account information by the Company or its agents required pursuant to FATCA;
or


 


(iii)             
otherwise prevent compliance by the Company with its obligations under FATCA.


 


Such Purchaser hereby
indemnifies the Company for any loss or liability arising in whole or in part from the Purchaser’s failure to establish that
payments and allocations to it are exempt from withholding under FATCA. This indemnification shall survive indefinitely. Notwithstanding
any provision to the contrary contained in this Agreement, each of the Affiliates of the Company may enforce directly its rights
pursuant to this Section 4.12 of this Agreement subject to and in accordance with the provisions of the Contracts (Rights of Third
Parties) Law, 2014, as amended, modified, re-enacted or replaced, or any law having similar effect. Notwithstanding any other term
of this Agreement, the consent of any person who is not a party to this Agreement (including any Affiliate of the Company) is not
required for any variation of, amendment to, or release, rescission, or termination of, this Agreement.


 


Section 4.12  
Share Repurchase Programs. Such Purchaser acknowledges and agrees that until three years from the date of this Agreement
(or for a Purchaser executing the Joinder Agreement, the date of the Joinder Agreement) it shall not participate in the Company’s
amended and restated share repurchase program, which became effective on February 28, 2016, or any subsequent program pursuant
to which the Company repurchases Common Stock from Company stockholders.


 


ARTICLE
V

COVENANTS


 


Section 5.1     
Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts to take or cause
to be taken all action and to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations
to consummate and make effective the transactions between the Company and the Purchasers contemplated by this Agreement related
specifically to the acquisition of the Purchased Shares. Without limiting the foregoing, each of the Company and each Purchaser
shall use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may
be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of the transactions
contemplated by this


 




    	 	16	 



     


    

Agreement. Each Purchaser agrees that its
trading activities, if any, with respect to Company’s securities will be in compliance with all applicable state and federal
securities laws, rules. The Company shall promptly and accurately respond, and shall use its commercially reasonable efforts to
cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by
a Purchaser or its auditors relating to the actual holdings of such Purchaser or its accounts; provided that, the Company shall
not be obligated to provide any such information that could reasonably result in a violation of applicable law or conflict with
the Company’s insider trading policy or a confidentiality obligation of the Company. The Company shall use its commercially
reasonable efforts to cause its transfer agent to reasonably cooperate with each Purchaser to ensure that the Purchased Shares
are validly and effectively issued to such Purchaser and that such Purchaser’s ownership of the Purchased Shares following
each Closing is accurately reflected on the appropriate books and records of the Company’s transfer agent.


 


Section 5.2     
Registration Rights.


 


(a)               
Following a Conversion and upon the written notice of a Purchaser (“Registration Notice”), the
Company agrees that, to the extent the Purchaser delivering the Registration Notice is not able to freely resell without any limitations
its Common Stock pursuant to an exemption from registration under the Securities Act, the Company will use its reasonable best
efforts to file a registration statement (the “Shelf Registration Statement”) under the Securities Act that
registers the resale of the Common Stock held by such Purchaser (the “Registrable Securities”) within 60 days
of receipt of the Registration Notice, and to use its reasonable best efforts to cause the Shelf Registration Statement to be declared
effective under the Securities Act as soon as practicable. If the Shelf Registration Statement is not automatically effective due
to the Company’s status as a “well known seasoned issuer” as defined under Rule 405 of the Securities Act, at
the time of filing of the Shelf Registration Statement, the Company shall use its reasonable commercial efforts, subject to receipt
of necessary information from Purchaser (which information shall be provided by Purchaser to the Company promptly) to cause the
SEC to declare the Shelf Registration Statement effective within 90 days after a Conversion (or ten (10) business days after receipt
of notice of no review by the SEC);


 


(b)               
the Company agrees to use its reasonable efforts to keep any Shelf Registration Statement filed under this Section
5.2 continuously effective for a period expiring on the earlier of (x) the date on which all of the Purchaser’s shares have
been sold pursuant to the Shelf Registration Statement, and (y) when all such shares may be resold without any limitations, including
any volume limitations pursuant to Rule 144 of the Securities Act (“Rule 144”) and further agrees during such
period to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable
to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules
and regulations thereunder for a shelf registration to the extent necessary to ensure that it is available for resales by the Purchaser
of its shares;


 


(c)                
the Company agrees that if at any time after a Conversion it files a Shelf Registration Statement that registers
the resale of Common Stock of any other Person, the Company shall provide reasonable advance notice to Purchaser and shall include
in such Shelf Registration Statement any shares of Common Stock that Purchaser requests to be included;


 


(d)               
the Company shall bear all expenses in connection with the procedures in this Section and the registration of the
Registrable Securities pursuant to any Shelf Registration Statement, other than fees and expenses, if any, of counsel or other
advisers to Purchaser or underwriting discounts, brokerage fees and commissions incurred by Purchaser, if any in connection with
the offering of the shares pursuant to any Shelf Registration Statement; and


 




    	 	17	 



     


    

(e)               
in order to enable Purchaser to sell the Registrable Securities under Rule 144, the Company shall use its commercially
reasonable efforts to comply with the requirements of Rule 144, including without limitation, with respect to public information
about the Company and timely file all reports required to be filed by the Company under the Exchange Act.


 


Section 5.3Corporate
Event. The Company agrees to consummate a Corporate Event of 100% of the shares of Common Stock within three years of the date
of this Agreement, unless a majority of the independent directors of the Company’s Board determine that at that time a Corporate
Event would be detrimental to the Company’s shareholders, in which case the Company will consummate a Corporate Event as
soon as the Board determines a Corporate Event would not be detrimental. The Board will provide Purchasers an explanation of the
reasons for any determination that a Corporate Event would be detrimental. At least 75 days prior to a Corporate Event, the Company
shall provide written notice to Purchaser that it intends to consummate a Corporate Event.


 


Section 5.4Management
Equity Investment. For so long as the Preferred Stock remains outstanding, the Company will not, without the consent of a majority
of the Preferred Shares outstanding, agree to amend or waive Section 22 of the Amended and Restated Advisory Agreement, dated as
of January 19, 2018, by and among the Company and the Company’s external advisor (the “Advisor”), to reduce
the obligation of the Advisor and its affiliates to acquire equity securities of the Company.


 


Section 5.5[Intentionally
Blank]


 


Section 5.6Underwriter
Lock-Up. Any Purchaser owning more than 5% of the Common Stock outstanding as of the date of any underwritten public offering
of securities of the Company, agrees to execute a customary lock-up agreement for the benefit of the underwriters upon the request
of a managing underwriter, which will provide that the Purchaser will not directly or indirectly, offer, pledge, sell, including
any sale pursuant to Rule 144 under the Securities Act, contact to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of
the same class as those to be distributed by the underwriters in such public offering that are owned by the Purchaser, and will
not effect any sale or distribution of other securities convertible into or exchangeable or exercisable for securities of such
class (in each case, other than as part of such underwritten public offering), whether now owned or hereafter acquired by such
Purchaser or with respect to which such Purchaser has or hereafter acquires the power of disposition (collectively, the “Lock-Up
Securities”), or exercise any right with respect to the registration of any Lock-Up Securities, or cause to be filed any
registration statement in connection therewith, under the Securities Act, or enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities,
whether any such swap or transaction is to be settled by delivery of the securities, in cash or otherwise, during such period as
the managing underwriter may require, not to exceed one hundred eighty (180) calendar days after the sale of such underwritten
securities with respect to a public offering occurring within sixty (60) calendar days of the Listing Event, or ninety (90) calendar
days for underwritten public offerings thereafter (or such other period as may be requested by the managing underwriter to comply
with regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations
and opinions, including, but not limited to, the restrictions contained in Rule 2711(f)(4) of the Financial Industry Regulatory
Authority, or any successor provisions or amendments thereto); provided, however, that the foregoing restrictions shall not apply
to any disposition or transfer to any affiliate of the Purchaser, provided that such affiliate agrees in writing to be bound by
the terms of the lock-up agreement. Notwithstanding anything to the contrary contained herein, the restrictions contained herein
shall only apply if all other stockholders who then own at least 5% of the capital stock of the Company, each director and executive
officer of the Company, and any other person


 




    	 	18	 



     


    

reasonably requested by the managing underwriter
to execute a customary lock-up agreement, are also subject to the same restrictions contained herein.


 


Section
5.7Ratings. For so long as the Preferred Stock remains outstanding, the Company shall use commercially reasonable efforts
to maintain a rating for the Preferred Stock with a nationally recognized statistical ratings organization (“NRSRO”)
and shall not intentionally take any action that at the time of such action would be reasonably likely to result in the Company
not being able to maintain at least a “BB-” rating for the Preferred Stock with a NRSRO (the “Minimum Rating”),
unless a majority of the independent directors of the Board determine that taking such action would be in the best interests of
the Company, in which case the Company may take such action; provided that if the Company takes such action it shall increase any
monthly dividend paid pursuant to Section 4(b) of the Articles Supplementary by $4.166 per Series A Preferred Share (the “Additional
Dividend Amount”) for any full monthly dividend period during which the Minimum Rating is not maintained (and, in the
event the Minimum Rating is not maintained with respect to a portion of a month, the pro rata amount of such Additional Dividend
Amount).


 


Section
5.8Post-Commitment Period. For so long as the Preferred Stock remains outstanding, the Company will not solicit from
or issue to (except for issuances to Purchasers pursuant to this Agreement or a Joinder Agreement) Committed Shares to any Person
after the expiration of the Commitment Period.


 


ARTICLE
VI

INDEMNIFICATION


 


Section 6.1     
Indemnification by the Company. The Company agrees to indemnify each Purchaser and its Representatives (collectively,
“Purchaser Related Parties”) from costs, losses, liabilities, damages or expenses of any kind or nature whatsoever,
and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries),
demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable
costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, including, without limitation, the reasonable
fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing
to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of,
or in any way related to the breach of any of the representations, warranties or covenants of the Company contained herein, provided
that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such
representation or warranty; and provided further, that no Purchaser Related Party shall be entitled to recover special, consequential
(including lost profits) or punitive damages under this Section 6.1. The maximum liability of the Company for any indemnification
of any Purchaser and its respective Purchaser Related Parties pursuant to this Section 6.1 shall not exceed the aggregate Purchase
Price paid by such Purchaser at all Closings.


 


Section 6.2     
Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Company and its
respective Representatives (collectively, “Company Related Parties”) from, and hold each of them harmless against,
any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action,
and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities,
damages or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees


 




    	 	19	 



     


    

and disbursements of counsel and all other
reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred
by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of
the representations, warranties or covenants of such Purchaser contained herein, provided that such claim for indemnification relating
to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; and provided
further, that no Company Related Party shall be entitled to recover special, consequential (including lost profits) or punitive
damages. The maximum liability of any Purchaser for any indemnification of the Company and the Company Related Parties pursuant
to this Section 6.2 shall not exceed the aggregate Purchase Price paid by such Purchaser at all Closings.


 


Section 6.3     
Indemnification Procedure. Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the
“Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action,
suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement,
the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such
claim or the commencement of such action, suit or proceeding, but failure to so notify the Indemnifying Party will not relieve
the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying
Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then
known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be
reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and
in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its
intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable
respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing
the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the
Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying
Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such
asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not
be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such
asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense
of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to
assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action
include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there
may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the
Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the
Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense
and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses
related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this
Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party (which consent
shall not be unreasonably withheld, delayed or conditioned), unless the settlement thereof imposes no liability or obligation on,
and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified
Party. The remedies provided for in this Article VI are cumulative and are not exclusive of any remedies that may be available
to a party at law or in equity or otherwise.


 







    	 	20	 



     


    



ARTICLE
VII

MISCELLANEOUS


 


Section 7.1     
Interpretation and Severability. Article, Section, Schedule, and Exhibit references are to this Agreement, unless
otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents,
contracts and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified.
The word “including” shall mean “including but not limited to.” Whenever any party has an obligation under
this Agreement, the expense of complying with that obligation shall be an expense of such party unless otherwise specified. Whenever
any determination, consent or approval is to be made or given by any Purchaser, such action shall be in such Purchaser’s
sole discretion unless otherwise specified in this Agreement. If any provision in this Agreement is held to be illegal, invalid,
not binding or unenforceable, such provision shall be fully severable and this Agreement shall be construed and enforced as if
such illegal, invalid, not binding or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions
shall remain in full force and effect. This Agreement has been reviewed and negotiated by sophisticated parties with access to
legal counsel and shall not be construed against the drafter.


 


Section 7.2     
Survival of Provisions. Subject to Section 7.1, and except as otherwise provided herein, the representations and
warranties contained in this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period
of twelve (12) months following the End Date. The respective covenants and agreements of the Company and Purchaser contained in
this Agreement made by or on behalf of the Company or Purchaser pursuant to this Agreement shall survive the execution of this
Agreement and shall remain in full force and effect, regardless of any termination of this Agreement. All indemnification obligations
of the Company and the Purchasers pursuant to this Agreement and the provisions of Article VI shall remain operative and in full
force and effect unless such obligations are expressly terminated in writing by the parties referencing the particular Article
or Section, regardless of any purported general termination of this Agreement.


 


Section 7.3     
No Waiver; Modifications in Writing.


 


(a)               
Delay. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and
are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.


 


(b)               
Amendments and Waivers. Except as otherwise provided herein, including Section 7.13, no amendment, waiver,
consent, modification or termination of any provision of this Agreement shall be effective unless signed by each of the parties
hereto or thereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification
of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the
Company from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific
purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the
Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.


 


Section 7.4     
Binding Effect; Assignment.


 




    	 	21	 



     


    

(a)               
Binding Effect. This Agreement shall be binding upon the Company, the Purchasers, and their respective successors
and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.


 


(b)               
Assignment of Rights. No portion of the rights and obligations of any Purchaser under this Agreement may be
transferred by such Purchaser without the written consent of the Company; provided, however, that the Purchaser may transfer the
Preferred Stock to any affiliate of Purchaser, and in connection therewith, may transfer its rights and obligations hereunder.


 


Section 7.5     
Confidentiality. Notwithstanding anything herein to the contrary, to the extent that any Purchaser has executed or
is otherwise bound by a confidentiality agreement in favor of the Company, such Purchaser shall continue to be bound by such confidentiality
agreement.


 


Section 7.6     
Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered
or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the
following addresses:


 


(a)               
If to any Purchaser:


 


To the respective address listed
on Schedule C hereof


 


(b)               
If to Benefit Street Partners Realty Trust, Inc.:


 


9 West 57th Street,
Suite 4920


New York, New York 10019


Attention: Secretary


Phone: (212) 588-6770


 


With a copy to:


 


Hogan Lovells US LLP


555 Thirteenth Street, NW


Washington, DC 20004


Attention: Michael E. McTiernan


Facsimile: (202) 637-5684


Email: Michael.McTiernan@hoganlovells.com


 


or to such other address as the Company
or such Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; when notice is sent to the sender that the recipient has read the message, if sent
by electronic mail; upon actual receipt if sent by certified mail, return receipt requested, or regular mail, if mailed; when receipt
acknowledged, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.


 


Section 7.7     
Removal of Legend. In connection with a sale of the Purchased Shares (which for purposes of this section includes
the underlying Common Stock) by a Purchaser in reliance on Rule 144, the applicable Purchaser or its broker shall deliver to the
transfer agent and the Company a customary broker representation letter providing to the transfer agent and the Company any information
the Company deems necessary to determine that the sale of the Purchased Shares is made in compliance with


 




    	 	22	 



     


    

Rule 144, including, as may be appropriate,
a certification that the Purchaser is not an Affiliate of the Company and regarding the length of time the Purchased Shares have
been held. Upon receipt of such representation letter, the Company shall promptly direct its transfer agent to remove the notation
of a restrictive legend in such Purchaser’s book-entry account maintained by the transfer agent, including the legend referred
to in Section 4.9, and the Company shall bear all costs associated therewith. After any Purchaser or its permitted assigns have
held the Purchased Shares for six months, if the book-entry account of such Purchased Shares still bears the notation of the restrictive
legend referred to in Section 4.9, the Company agrees, upon request of the Purchaser or permitted assignee, to take all steps necessary
to promptly effect the removal of the legend described in Section 4.9 from the Purchased Shares, and the Company shall bear all
costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser
or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend
is no longer required under the Securities Act or applicable state laws, including (if there is no such registration statement)
a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter
become an Affiliate and to consent to the notation of an appropriate restriction) and regarding the length of time the Purchased
Shares have been held.


 


Section 7.8     
Entire Agreement. This Agreement and the other agreements and documents referred to herein are intended by the parties
as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding
of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Company or any of its
Affiliates or any Purchaser or any of its Affiliates set forth herein or therein. This Agreement and the other agreements and documents
referred to herein supersede all prior agreements and understandings between the parties with respect to such subject matter.


 


Section 7.9     
Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based
upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim
or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement),
will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts
of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction
located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any
federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the
fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such
dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute.


 


Section 7.10  
Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original
and all of which counterparts, taken together, shall constitute but one and the same Agreement.


 


Section 7.11  
Termination.


 


(a)               
Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior
to any Closing if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have
been taken by any Governmental Entity of competent jurisdiction that permanently restrains, permanently precludes, permanently
enjoins or


 




    	 	23	 



     


    

otherwise permanently prohibits the consummation
of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal.


 


(b)               
In the event of the termination of this Agreement as provided in this Section 7.11, (1) this Agreement shall forthwith
become null and void and (2) there shall be no liability on the part of any party hereto, except as set forth in Article VI of
this Agreement and except with respect to the requirement to comply with any confidentiality agreement in favor of the Company
and the covenants in Section 4.13 and Section 4.14; provided that nothing herein shall relieve any party from any liability or
obligation with respect to any willful breach of this Agreement.


 


Section 7.12  
Recapitalization, Exchanges, Etc. Affecting the Preferred Stock. The provisions of this Agreement shall apply to
the full extent set forth herein with respect to any and all equity interests of the Company or any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in
substitution of, the Preferred Stock, and shall be appropriately adjusted for combinations, recapitalizations and the like occurring
after the date of this Agreement and prior to a Closing.


 


Section 7.13  
Joinder. The representations, warranties, covenants and commitments made by the Company for the benefit of a Purchaser
in this Agreement shall apply equally to any Purchaser that executes a Joinder Agreement subsequent to the date of this Agreement.


 


[Signature pages follow]


 




    	 	24	 



     


    

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



 


	 	BENEFIT STREET PARTNERS REALTY TRUST, INC.
	 	 	 
	 	 	 
	 	By:	 	 
	 	Name:	Jerome S. Baglien	 
	 	Title:	Chief Financial Officer and Treasurer	 



 



    	 	25	 



     


    

 


 


	 	[PURCHASER]
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	            	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	           	 
	 	 	Title:	 



 



    	 	26	 



     


    

 


Schedule G – Form of Joinder Agreement


 


JOINDER AGREEMENT


 


[_______], 2018


 


The undersigned (the
“Joining Party”) hereby acknowledges and agrees to become party to and to succeed to all of the rights and obligations
of (to the extent such Joining Party is not already) a “Purchaser” under that certain Purchase Agreement, dated as
of June 1, 2018, by and among Benefit Street Partners Realty Trust, Inc. (the “Company”) and the Purchasers
named on Schedule A thereto, as may be amended from time to time in accordance with its terms (the “Purchase Agreement”).
Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.


 


Accordingly, the Joining
Party, by its execution of this Joinder Agreement, hereby:


 


		(a)	acknowledges, agrees and confirms that the Joining Party will be, to the extent such Joining Party
is not already, deemed to be a party to the Purchase Agreement and shall have all of the obligations of a “Purchaser”
thereunder as if it had executed the Purchase Agreement, effective as of the date this Joinder Agreement is accepted by the Company;



 


		(b)	ratifies and agrees to be bound by and subject to all of the terms, provisions and conditions contained
in the Purchase Agreement;



 


		(c)	makes the representations and warranties set forth in Article 4 of the Purchase Agreement including,
without limitation, the representation that the Joining Party is a “qualified institutional buyer” within the meaning
of Rule 144A of the Securities Act or an “accredited investor” within the meaning of Rule 501(a) of the Securities
Act;



 


		(d)	acknowledges, agrees and confirms that the Joining Party resides in or, if the Joining Party is
an entity, has its principal place of business located in, the state referenced in the address set forth on the signature page
hereto;



 


		(e)	authorizes the Company to append this Joinder Agreement as a counterpart signature page to the
Purchase Agreement, to the extent necessary;



 


		(f)	ratifies and agrees to the Joining Party’s Commitment Shares set forth on the Joining Party’s
signature page hereto;



 


		(g)	agrees and acknowledges that Schedule A to the Purchase Agreement will be amended solely
by the Company to include the Committed Shares of the Joining Party, and a copy of such Schedule A as amended will be provided
to the Joining Party upon request; and



 


		(h)	agrees and acknowledges that Schedule C to the Purchase Agreement will be amended solely
by the Company to include the notice and contact information of the Joining Party, and a copy of such Schedule C as amended
will be provided to the Joining Party upon request.



 


[signature page follows]


 




    	 	27	 



     


    

IN WITNESS WHEREOF, the undersigned Joining
Party has duly executed this Joinder Agreement as of the date first written above.


 





	 	JOINING PARTY:
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	[_______]	 
	 	 	 	 
	 	Address:	 
	 	 	 	 
	 	[_______]	 
	 	 	 	 
	 	[_______]	 
	 	 	 	 
	 	[_______]	 
	 	 	 	 
	 	 	 	 
	 	Email:	[_______]	 
	 	 	 	 
	 	 	 	 



 


 


	Committed Shares: