Exhibit 10.9


 




LoanCore
Realty Trust, Inc.


 


2015
Equity Incentive Plan 


 


I.INTRODUCTION


 


1.1 Purposes.
The purposes of the LoanCore Realty Trust, Inc. 2015 Equity Incentive Plan (this “Plan”) are (i) to align
the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest
of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and
retaining (a) the directors, officers, employees (if any) and Consultants of the Company and (b) the members, officers, directors,
employees and Consultants of the Manager or its Affiliates, as well as the Manager and other entities that provide services to
the Company and the employees of such entities and (iii) to motivate such persons to act in the long-term best interests of
the Company and its stockholders.


 


1.2 Certain
Definitions. 


 


“Affiliate” shall
mean (i) any person directly or indirectly controlling, controlled by, or under common control with such other person, (ii)
any executive officer or general partner of such other person and (iii) any legal entity for which such person acts as an executive
officer or general partner.


 


“Agreement” shall
mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.


 


“Board” shall
mean the Board of Directors of the Company.


 


“Bonus Stock” shall
mean shares of Common Stock which are not subject to a Restriction Period or Performance Measures.


 


“Bonus Stock Award”
shall mean an award of Bonus Stock under this Plan.


 


“Change in Control”
shall have the meaning set forth in Section 5.8(b).


 


“Code” shall mean
the Internal Revenue Code of 1986, as amended.


 


“Committee” shall
mean the Compensation Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i)
a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director”
within the meaning of Section 162(m) of the Code and (iii) “independent” within the meaning of the rules of the New
York Stock Exchange or any other stock exchange on which the shares of Common Stock have been listed by the Company.


 


“Common Stock”
shall mean the common stock, par value $0.01 per share, of the Company, and all rights appurtenant thereto.






    	



    	 



    

 





“Company” shall
mean LoanCore Realty Trust, Inc., a Maryland corporation, or any successor thereto.


 


“Concurrent Private Offerings”
shall mean the sale of shares of Common Stock by the Company in private placements made concurrently with the Initial Public Offering
pursuant to a stock purchase agreement, dated as of [•], 2015, by and among the Company, Mark Finerman, [•], [•],
[•], [•] and [•].


 


“Consultant” shall
mean any consultant or advisor, including a consultant or advisor of the Manager or any of its Affiliates, who is a natural person
and who provides services to the Company or any Subsidiary, so long as that person (i) renders bona fide services that are not
in connection with the offer and sale of the Company’s securities in a capital raising transaction, (ii) does not directly
or indirectly promote or maintain a market for the Company’s securities, and (iii) otherwise qualifies as a consultant under
the applicable rules of the Securities and Exchange Commission for registration of securities on a Form S-8 registration statement
(or any successor thereto).


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Fair Market Value”
shall mean the closing price of a share of Common Stock as reported on the New York Stock Exchange on the date as of which such
value is being determined or, if the Common Stock is not listed on the New York Stock Exchange, the closing price of a share of
Common Stock on the principal national securities exchange on which the Common Stock is traded on the date as of which such value
is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions
were reported; provided, however, that if the Common Stock is not listed on a national stock exchange or if Fair
Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or
method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with
Section 409A of the Code.


 


“Free-Standing SAR”
shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive,
upon exercise, shares of Common Stock (which may be Restricted Stock) and/or cash with an aggregate value equal to the excess of
the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number
of such SARs which are exercised.


 


“Incentive Stock Option”
shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor
provision, which is intended by the Committee to constitute an Incentive Stock Option.


 


“Incumbent Director”
shall have the meaning set forth in Section 5.8(b)(iv).


 


“Initial Public Offering”
shall mean the initial public offering of the Common Stock registered on Form S-11 (or any successor form under the Securities
Act of 1933, as amended).






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“Management Agreement”
shall mean the Management Agreement, dated as of [•], 2015, by and between the Company and the Manager, as such may be amended
from time to time.


 


“Manager” shall
mean LoanCore Advisors, LLC, a Delaware limited liability company, or any successor thereto. 


 


“Non-Employee Director”
shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary or of the Manager or
any Affiliate of the Manager.


 


“Nonqualified Stock Option”
shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.


 


“Performance Award”
shall mean a right to receive an amount of cash, shares of Common Stock, or a combination of both, contingent upon the attainment
of specified Performance Measures within a specified Performance Period.


 


“Performance Measures”
shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to
the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance
Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the shares of
Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award or Performance Award, to the holder’s
receipt of the shares of Common Stock subject to such award or of payment with respect to such award. Such criteria and objectives
may include, without limitation, one or more of the following corporate-wide or subsidiary, division, operating unit or individual
measures, stated in either absolute terms or relative terms, such as rates of growth or improvement: the attainment by a share
of Common Stock of a specified Fair Market Value for a specified period of time, earnings per share, return to stockholders (including
dividends), return on assets, return on equity, earnings of the Company before or after taxes and/or interest, revenues, expenses,
market share, cash flow or cost reduction goals, interest expense after taxes, return on investment, return on investment capital,
return on operating costs, economic value created, operating margin, gross margin, the achievement of annual operating profit plans,
net income before or after taxes, pretax earnings before interest, depreciation and/or amortization, pretax operating earnings
after interest expense and before incentives, funds from operations, and/or extraordinary or special items, operating earnings,
net cash provided by operations, and strategic business criteria, specified market penetration, cost targets, customer satisfaction
or any combination of the foregoing. In the sole discretion of the Committee, the Committee may amend or adjust the Performance
Measures or other terms and conditions of an outstanding award in recognition of unusual or nonrecurring events affecting the Company
or its financial statements or changes in law or accounting principles. 


 


“Performance Period”
shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be
measured and (ii) the conditions to vesting applicable to an award shall remain in effect.






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“Restricted Stock”
shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the
attainment of specified Performance Measures within a specified Performance Period.


 


“Restricted Stock Award”
shall mean an award of Restricted Stock under this Plan.


 


“Restricted Stock Unit”
shall mean a right to receive one share of Common Stock or, in lieu thereof if provided in the Agreement relating to such award,
the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction
Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified
Performance Period.


 


“Restricted Stock Unit Award”
shall mean an award of Restricted Stock Units under this Plan.


 


“Restriction Period”
shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may
not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan
or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall
remain in effect.


 


“SAR” shall mean
a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.


 


“Stock Award”
shall mean a Bonus Stock Award, Restricted Stock Award or a Restricted Stock Unit Award.


 


“Subsidiary” shall
mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly
or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests
of such entity.


 


“Substitute Award”
shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously
granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation
or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award”
be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR.


 


“Tandem SAR” shall
mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior
to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation
of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) and/or cash with an aggregate value
equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR,
multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.






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“Tax Date” shall
have the meaning set forth in Section 5.5.


 


“Ten Percent Holder”
shall have the meaning set forth in Section 2.1(a).


 


1.3 Administration.
This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan
to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified
Stock Options; (ii) SARs in the form of Tandem SARs or Free-Standing SARs; (iii) Stock Awards in the form of Bonus Stock,
Restricted Stock or Restricted Stock Units; and (iv) Performance Awards. The Committee shall, subject to the terms of this
Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons
and, if applicable, the number of shares of Common Stock, the number of SARs, the number of Restricted Stock Units, the dollar
value subject to an award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement
of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing
the award. The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all
outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period
applicable to any outstanding Restricted Stock or Restricted Stock Units shall lapse, (iii) all or a portion of the Performance
Period applicable to any outstanding Restricted Stock, Restricted Stock Units or Performance Award shall lapse and (iv) the
Performance Measures (if any) applicable to any outstanding award shall be deemed to be satisfied at the target or any other level.
The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations
it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions
with respect to the award. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.


 


The Committee may delegate some or all of
its power and authority hereunder, subject to applicable law, to the Company’s chief executive officer or any other executive
officer as the Committee deems appropriate; provided, however, that the Committee may not delegate its
power and authority to the Company’s chief executive officer or any other executive officer with regard to the selection
for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions
concerning the timing, pricing or amount of an award to such an officer, director or other person.


 


No member of the Board or Committee, and
neither the Company’s chief executive officer or any other executive officer to whom the Committee delegates any of
its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in
connection with this Plan in good faith, and the members of the Board and the Committee and the Company’s chief executive
officer or any other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except
as otherwise may be provided in the Company’s charter and/or Bylaws) and under any directors’ and officers’ liability
insurance that may be in effect from time to time.






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A majority of the Committee shall constitute
a quorum. The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any
meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting.


 


1.4 Eligibility.
Participants in this Plan shall consist of such (a) directors, officers, employees (if any) and Consultants of the Company or any
Subsidiary and (b) members, officers, directors, employees and Consultants of the Manager or its Affiliates, as well as the Manager
and other entities that provide services to the Company and the employees of such entities, and in each case persons expected to
take such positions, as the Committee, in its sole discretion, may select from time to time. The Committee’s selection of
a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan
at any other time. For purposes of this Plan and except as otherwise provided for in an Agreement, references to employment by
the Company shall also mean (i) employment by a Subsidiary or (ii) except with respect to an Incentive Stock Option, employment
by the Manager or any Affiliate of the Manager, and references to employment shall include service as a Non-Employee Director or
independent contractor. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered
employed during any periods during which such participant is on an approved leave of absence.


 


1.5 Shares
Available. Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Section 1.5,
the total number of shares of Common Stock that may be made subject to awards under this Plan (including, without limitation, awards
of Incentive Stock Options) shall be equal to 7.5% of the issued and outstanding shares of Common Stock upon the completion of
the Initial Public Offering (on a fully-diluted basis and including shares of Common Stock to be issued in the Concurrent Private
Offerings and any shares of Common Stock issued upon exercise of the underwriters’ over-allotment option in the Initial Public
Offering). The number of shares of Common Stock available under the Plan shall be reduced by the sum of the aggregate number of
shares of Common Stock which become subject to outstanding options, outstanding Free-Standing SARs, outstanding Stock Awards and
outstanding Performance Awards. To the extent that shares of Common Stock subject to an outstanding option, SAR, stock award or
performance award granted under the Plan or any predecessor plan are not issued or delivered or are forfeited by reason of (i) the
expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement
in shares of a related tandem SAR or shares subject to a tandem SAR cancelled upon exercise of a related option) or (ii) the
settlement of such award in cash, then such shares of Common Stock shall again be available for issuance under this Plan.


 


Notwithstanding anything in this Section 1.5
to the contrary, shares of Common Stock subject to an award under this Plan may not be made available for reissuance under this
Plan if such shares are: (i) shares that were subject to a stock-settled SAR and were not issued upon the net settlement or
net exercise of such SAR; (ii) shares delivered to or withheld by the Company to pay the purchase price or the withholding
taxes related to an outstanding option or SAR; or (iii) shares repurchased on the open market with the proceeds of an option
exercise. Shares delivered to or withheld by the Company to pay the withholding taxes for Stock Awards or Performance Awards shall
again be available under this Plan.






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The number of shares of Common Stock available
for awards under this Plan shall not be reduced by (i) the number of shares of Common Stock subject to Substitute Awards or (ii)
available shares under a stockholder approved plan of a company or other entity which was a party to a corporate transaction with
the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under this
Plan (subject to applicable stock exchange requirements).


 


Shares of Common Stock to be delivered under
this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common
Stock reacquired by the Company.


 


II.STOCK
OPTIONS AND STOCK APPRECIATION RIGHTS


 


2.1 Stock
Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons
as may be selected by the Committee; provided, however, that Incentive Stock Options shall be granted only to persons
(if any) who are employees of the Company or one of its Subsidiaries that is a corporation within the meaning of Section 7701(a)(3)
of the Code, in accordance with Section 422 of the Code. Each option, or portion thereof, that is not an Incentive Stock Option
shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of
shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by
a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds
the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options.


 


Options shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the
Committee shall deem advisable:


 


(a) Number of Shares and Purchase Price.
The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon exercise
of the option shall be determined by the Committee; provided, however, that the purchase price per share of Common
Stock purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value of a share of Common Stock on
the date of grant of such option; provided, further, that if an Incentive Stock Option shall be granted to any person
who, at the time such option is granted, owns, or is deemed to own pursuant to Section 424(d) of the Code, capital stock possessing
more than 10% of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary)
(a “Ten Percent Holder”), the purchase price per share of Common Stock shall not be less than the price (currently
110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.






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Notwithstanding the foregoing, in the case
of an option that is a Substitute Award, the purchase price per share of the shares subject to such option may be less than 100%
of the Fair Market Value per share on the date of grant; provided, that the excess of: (a) the aggregate Fair Market Value
(as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase
price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction
giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor
company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase
price of such shares.


 


(b) Option Period and Exercisability.
The period during which an option may be exercised shall be determined by the Committee; provided, however, that
no option shall be exercised later than ten years after its date of grant; provided, further, that if an Incentive
Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date
of grant. The Committee may, in its discretion, establish an applicable Performance Period and Performance Measures which shall
be satisfied or met as a condition to the grant of such option or to the exercisability of all or a portion of such option. The
Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or
in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.


 


(c) Method of Exercise. An option
may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased
and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction)
either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company)
of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price
payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise
be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy
such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable
notice of exercise or (E) a combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating
to the option or as otherwise authorized by the Committee, (ii) if applicable, by surrendering to the Company any Tandem SARs
which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably
request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the
remaining amount due shall be paid in cash by the optionee. No shares of Common Stock shall be issued, and no certificate representing
Common Stock shall be delivered, until the full purchase price therefor and any withholding taxes thereon, as described in Section 5.5,
have been paid (or arrangement made for such payment to the Company’s satisfaction).


 


2.2Stock
Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the
Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.


 





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SARs shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee
shall deem advisable:


 






(a) Number of SARs and Base Price.
The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option
shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase
price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee;
provided, however, that such base price shall not be less than 100% of the Fair Market Value of a share of Common
Stock on the date of grant of such SAR.


 


Notwithstanding the foregoing, in the case
of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less than 100% of the Fair
Market Value per share on the date of grant; provided, that the excess of: (a) the aggregate Fair Market Value (as of the
date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate base price thereof
does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving
rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company
or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of
such shares.


 


(b) Exercise Period and Exercisability.
The period for the exercise of an SAR shall be determined by the Committee; provided, however, that no Tandem SAR
shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option and no Free-Standing
SAR shall be exercised later than ten years after its date of grant. The Committee may, in its discretion, establish Performance
Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of
an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part
or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect
to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR
is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in
accordance with Section 3.3(c), or such shares shall be transferred to the holder in book entry form with restrictions on
the shares duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined
pursuant to Section 3.3(d). Prior to the exercise of an SAR, the holder of such SAR shall have no rights as a stockholder
of the Company with respect to the shares of Common Stock subject to such SAR.


 


(c) Method of Exercise. A Tandem
SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised,
(ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by
executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written
notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as
the Company may reasonably request. No shares of Common Stock shall be issued, and no certificate representing Common Stock shall
be delivered, until any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such
payment to the Company’s satisfaction).






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2.3Termination
of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition of an option or
SAR upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, shall
be determined by the Committee and set forth in the applicable award Agreement.


 


2.4Repricing
of Options and SARs.  The Committee shall not amend or replace any previously granted option or SAR in a transaction that
constitutes a repricing within the meaning of the rules of the New York Stock Exchange without the approval of the stockholders
of the Company.


 


III.STOCK
AWARDS


 


3.1Stock
Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee.
The Agreement relating to a Stock Award shall specify whether the Stock Award is a Bonus Stock Award, Restricted Stock Award or
Restricted Stock Unit Award.


 


3.2Terms
of Bonus Stock Awards. The number of shares of Common Stock subject to a Bonus Stock Award shall be determined by the Committee.
Bonus Stock Awards shall not be subject to any Restriction Periods or Performance Measures. Upon the grant of a Bonus Stock Award,
subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, a certificate or certificates
evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award or such shares
shall be transferred to the holder in book entry form.


 


3.3Terms
of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.


 


(a) Number of Shares and Other Terms.
The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period, Performance Period (if any)
and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.


 


(b) Vesting and Forfeiture. The Agreement
relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to
the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such
award remains continuously in the employment of, or continuously providing services to, the Company during the specified Restriction
Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and
for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously
in the employment of, or continuously providing services to, the Company during the specified Restriction Period or (y) if
specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.


 






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(c) Stock Issuance. During the Restriction
Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted
or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s
name and may bear a legend, in addition to any legend which may be required pursuant to Section 5.6, indicating that the ownership
of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan
and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with
stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature
if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock
subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable
Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right
to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number
of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number
of shares of Common Stock shall be delivered to the holder of such award.


 


(d) Rights with Respect to Restricted
Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and
conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including,
but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable
to all holders of Common Stock; provided, however, that (i) a distribution with respect to shares of Common Stock,
other than a regular cash dividend, and (ii) a regular cash dividend with respect to shares of Common Stock that are subject to
performance-based vesting conditions, in each case, shall be deposited with the Company and shall be subject to the same restrictions
as the shares of Common Stock with respect to which such distribution was made.


 


3.4Terms
of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.


 


(a) Number of Shares and Other Terms.
The number of shares of Common Stock subject to a Restricted Stock Unit Award and the Restriction Period, Performance Period (if
any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.


 


(b) Vesting and Forfeiture. The Agreement
relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject
to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains
continuously in the employment of, or continuously providing services to, the Company during the specified Restriction Period and
(ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture
of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment
of, or continuously providing services to, the Company during the specified Restriction Period or (y) if specified Performance
Measures (if any) are not satisfied or met during a specified Performance Period.


 






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(c) Settlement of Vested Restricted Stock
Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled
in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive,
on a current or deferred basis, dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment
of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend
equivalents with respect to Restricted Stock Units that are subject to performance-based vesting conditions shall be subject to
the same restrictions as such Restricted Stock Units. Prior to the settlement of a Restricted Stock Unit Award, the holder of such
award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award. Unless
otherwise set forth in the Agreement relating to a Restricted Stock Unit Award, and subject to the terms and conditions of a Restricted
Stock Unit Award, the holder of such award shall not be entitled to receive dividend equivalents.


 


3.5Termination
of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of
the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award upon a
termination of employment or service with the Company of the holder of such award, shall be determined by the Committee and set
forth in the applicable award Agreement.


 


IV.PERFORMANCE
AWARDS


 


4.1Performance
Awards. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the
Committee.


 


4.2Terms
of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.


 


(a) Value of Performance Awards and Performance
Measures. The method of determining the value of the Performance Award and the Performance Measures and Performance Period
applicable to a Performance Award shall be determined by the Committee.


 


(b) Vesting and Forfeiture. The Agreement
relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the
provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during
the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or
met during the specified Performance Period.


 


(c) Settlement of Vested Performance
Awards. The Agreement relating to a Performance Award shall specify whether such award may be settled in shares of Common Stock
(including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted
Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing
such Restricted Stock shall be issued in accordance with Section 3.3(c) and the holder of such Restricted Stock shall have
such rights as a stockholder of the Company as determined pursuant to Section 3.3(d). Any dividends or dividend equivalents
with respect to a Performance Award that is subject to performance-based vesting conditions shall be subject to the same restrictions
as such Performance Award. Prior to the settlement of a Performance Award in shares of Common Stock, including Restricted Stock,
the holder of such award shall have no rights as a stockholder of the Company.


 






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4.3Termination
of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of
the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award upon a termination of
employment or service with the Company of the holder of such award shall be determined by the Committee.


 


V.GENERAL


 


5.1Effective
Date and Term of Plan. This Plan shall be submitted to the stockholders of the Company for approval and, if approved, shall
become effective immediately prior to the effective date of the Initial Public Offering. This Plan shall terminate on the tenth
anniversary of its effective date, unless terminated earlier by the Board; provided that Incentive Stock Options may not
be granted later than 10 years from the date this Plan is adopted or the date this Plan is approved by the Company’s stockholders,
whichever is earlier. Termination of this Plan shall not affect the terms or conditions of
any award granted prior to termination. Awards hereunder may be made at any time prior to the termination of this Plan, provided
that no award may be made later than ten years after the effective date of this Plan.


 


5.2Amendments.
The Board may amend this Plan as it shall deem advisable, subject to any stockholder approval required by applicable law, rule
or regulation, including Section 162(m) of the Code and any rule of the New York Stock Exchange, or, if the Common Stock is
not listed on the New York Stock Exchange, any rule of the principal national stock exchange on which the Common Stock is then
traded; provided, however, that no amendment may adversely affect any of the rights of a holder of an outstanding
award without the consent of such holder.


 


5.3Agreement.
 Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award.
No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, either executed
by the recipient or accepted by the recipient by electronic means approved by the Company within the time period specified by the
Company. Upon such execution or electronic acceptance, such award shall be effective as of the effective date set forth in the
Agreement.


 


5.4Non-Transferability.
No award shall be transferable other than (i) by will, the laws of descent and distribution or pursuant to beneficiary designation
procedures approved by the Company, (ii) to the holder’s family members, a trust or entity established by the holder for
estate planning purposes, a charitable organization designated by the holder or pursuant to a qualified domestic relations order,
in each case, without consideration, or (iii) by the Manager or its Affiliates to members, officers, directors, employees and Consultants
of the Manager or its Affiliates. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award,
each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative
or similar person. Except as permitted by the second preceding sentence, no award may be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment
or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award,
such award and all rights thereunder shall immediately become null and void.


 






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5.5Tax
Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock
or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local
or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the
Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market
Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”),
or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation
or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company;
(B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously
owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary
to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise
be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise
be payable to a holder, equal to the amount necessary to satisfy any such obligation; (D) in the case of the exercise of an
option and except as may be prohibited by applicable law, a cash payment by a broker-dealer acceptable to the Company to whom the
optionee has submitted an irrevocable notice of exercise; or (E) any combination of (A), (B) and (C), in each case to
the extent set forth in the Agreement relating to the award or as otherwise authorized by the Committee. Shares of Common Stock
to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum
statutory withholding rate. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall
be disregarded and the remaining amount due shall be paid in cash by the holder.


 


5.6Restrictions
on Shares. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that
the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or
under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable
as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not
acceptable to the Company. The Company may require that certificates representing shares of Common Stock delivered pursuant to
any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited
except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 






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5.7Adjustment.
In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification
Topic 718, Compensation—Stock Compensation) that causes the per share value of shares of Common Stock to change, such as
a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class
of securities available under this Plan, the terms of each outstanding option and SAR (including the number and class of securities
subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Restricted
Stock Award and Restricted Stock Unit Award (including the number and class of securities subject thereto), and the terms of each
outstanding Performance Award shall be appropriately adjusted by the Board, such adjustments to be made in the case of outstanding
options and SARs without an increase in the aggregate purchase price or base price and in accordance with Section 409A of the Code.
In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or
complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to
be appropriate and equitable by the Board (or, if the Company is not the surviving corporation in any such transaction, the board
of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. In either case, the decision
of the Board regarding any such adjustment shall be final, binding and conclusive.


 


5.8Change
in Control. 


 


(a) Subject to the terms of the applicable
award Agreement, in the event of a Change in Control, the Board (as constituted prior to such Change in Control) may, in its discretion:


 


		(i)	provide that (A) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or
upon a subsequent termination of employment, (B) the Restriction Period applicable to some or all outstanding Restricted Stock
Awards and Restricted Stock Unit Awards shall lapse in full or in part, either immediately or upon a subsequent termination of
employment, (C) the Performance Period applicable to some or all outstanding awards shall lapse in full or in part, and (D) the
Performance Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target or any other level;



 


		(ii)	require that shares of stock of the corporation or other entity resulting from such Change in Control, or a parent corporation
thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding award, with an appropriate and
equitable adjustment to such award as shall be determined by the Board in accordance with Section 5.7; and/or



 






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		(iii)	require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled
by the Company, and to provide for the holder to receive (A) a cash payment in an amount equal to (1) in the case of an option
or an SAR, the number of shares of Common Stock then subject to the portion of such option or SAR surrendered, to the extent such
option or SAR is then exercisable or becomes exercisable pursuant to Section 5.8(a)(i), multiplied by the excess, if any, of the
Fair Market Value of a share of Common Stock as of the date of the Change in Control, over the purchase price or base price per
share of Common Stock subject to such option or SAR, (2) in the case of a Stock Award or a Performance Award denominated in shares
of Common Stock, the number of shares of Common Stock then subject to the portion of such award surrendered, to the extent the
Restriction Period and Performance Period, if any, on such Stock Award or Performance Award have lapsed or will lapse pursuant
to Section 5.8(a)(i) and to the extent that the Performance Measures, if any, have been satisfied or are deemed satisfied pursuant
to Section 5.8(a)(i), multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and
(3) in the case of a Performance Award denominated in cash, the value of the Performance Award then subject to the portion of such
award surrendered, to the extent the Performance Period applicable to such award has lapsed or will lapse pursuant to Section 5.8(a)(i)
and to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section
5.8(a)(i); (B) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant
to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined under
clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant
to clause (B) above.



 


(b)A “Change in Control” of the Company shall
be deemed to have occurred upon the happening of any of the following events:


 


(i)The
acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more
of either the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition
by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) of the Company or its Subsidiaries,
or any entity with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding equity of
such entity and the combined voting power of the then outstanding voting equity of such entity entitled to vote generally in the
election of all or substantially all of the members of such entity’s governing body is then beneficially owned, directly
or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the Common Stock and voting securities
of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior
to such acquisition, of the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or


 


(ii)The
consummation of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially
all of the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of the
Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of Common Stock and the combined
voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may
be, of the corporation resulting from such reorganization, merger or consolidation; or


 






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(iii)a
complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of
the Company; or


 


(iv)the
members of the Board at the beginning of any consecutive 24-calendar-month period (the “Incumbent Directors”)
cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that
any member of the Board whose election, or nomination for election by the Company’s stockholders, was approved or ratified
by a vote of at least a majority of the members of the Board then still in office who were members of the Board at the beginning
of such 24-calendar-month period, shall be deemed to be an Incumbent Director.


 


Notwithstanding the foregoing, neither the
Initial Public Offering nor the Concurrent Private Offerings, nor any bona fide primary or secondary public offering following
the occurrence of the Initial Public Offering and the Concurrent Private Offerings shall constitute a Change in Control.


 


5.9Termination
of Management Agreement. Unless otherwise determined by the Committee and set forth in an individual award Agreement, upon
termination of the Management Agreement other than for a Cause Event (as defined in the Management Agreement), any award that was
not previously vested and/or exercisable shall become fully vested and/or exercisable, and any performance conditions imposed with
respect to such award shall be deemed to be fully achieved.


 


5.10Deferrals.
 The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof,
upon the exercise or settlement of all or a portion of any award (other than awards of Incentive Stock Options, Nonqualified Stock
Options and SARs) made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made
by holders of awards. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion,
subject to the requirements of Section 409A of the Code.


 


5.11No
Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no person shall have
any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to
continued employment by or service with the Company, any Subsidiary or any affiliate of the Company, including the Manager, or
affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company, including the Manager, to terminate
the employment or service of any person at any time without liability hereunder.


 


5.12Rights
as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock
or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder
of record with respect to such shares of Common Stock or equity security.


 






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5.13Limitation
of Ownership. No award shall be issued under this Plan to any person who, after such award, would beneficially own, or
be deemed to own shares of Common Stock in violation of the restrictions on ownership and transfer set forth in the Company’s
charter, unless such restriction is expressly and specifically waived by action of the Board.


 


5.14Designation
of Beneficiary. A holder of an award may file with the Committee a written designation of one or more persons as such holder’s
beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent
an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise
such option or SAR pursuant to procedures prescribed by the Committee.


 


Each beneficiary designation shall become
effective only when filed in writing with the Committee during the holder’s lifetime on a form prescribed by the Committee.
The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other
than such spouse. The filing with the Committee of a new beneficiary designation shall cancel all previously filed beneficiary
designations.


 


If a holder fails to designate a beneficiary,
or if all designated beneficiaries of a holder predecease the holder, then each outstanding option and SAR hereunder held by such
holder, to the extent exercisable, may be exercised by such holder’s executor, administrator, legal representative or similar
person.


 


5.15Governing
Law.  This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant
thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the
State of Maryland and construed in accordance therewith without giving effect to principles of conflicts of laws.


 


5.16Foreign
Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals on
such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable
to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such
modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws
in other countries or jurisdictions in which the Company or its Subsidiaries or the Manager or any of its Affiliates operates or
has employees.


 






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