similar laws of any jurisdiction. The provisions
of this Section 7.4 shall survive termination of this Agreement for any reason
whatsoever. Section 7.5. No Partnership or Joint Venture. The Issuer, the
Preferred Share Registrar and the Preferred Share Paying Agent are not partners
or joint venturers with each other and nothing in this Agreement shall be
construed to make them such partners or joint venturers or impose any liability
as such on any of them. Section 7.6. Counterparts. This Agreement may be signed
in two or more counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument. [SIGNATURE PAGES FOLLOW] 24582442.6
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[exhibit102027.jpg]
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[exhibit102029.jpg]
EXHIBIT A PREFERRED SHARE CERTIFICATE GPMT 2018-FL1, LTD. PREFERRED SHARES, PAR
VALUE US $0.001 PER SHARE AND WITH AN AGGREGATE LIQUIDATION PREFERENCE AND
NOTIONAL AMOUNT EQUAL TO U.S.$1,000 PER SHARE THE PREFERRED SHARES REPRESENTED
HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER RELEVANT JURISDICTION, AND MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (A) (1) ON THE CLOSING DATE TO GPMT CLO HOLDINGS
LLC, A DELAWARE LIMITED LIABILITY COMPANY, IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO THE EXEMPTION PROVIDED BY
SECTION 4(2) THEREOF, (2) PERSONS THAT ARE BOTH (X) A "QUALIFIED INSTITUTIONAL
BUYER" ("QUALIFIED INSTITUTIONAL BUYER") WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT ("RULE 144A") AND (Y) A "QUALIFIED PURCHASER" AS DEFINED IN
SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
"INVESTMENT COMPANY ACT") AND THE RULES THEREUNDER, PURCHASING FOR ITS OWN
ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES SOLE
INVESTMENT DISCRETION, EACH OF WHICH THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER, AND NONE OF WHICH ARE (X) A DEALER OF THE TYPE
DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A UNLESS IT OWNS AND INVESTS ON A
DISCRETIONARY BASIS NOT LESS THAN $25,000,000 IN SECURITIES OF CO-ISSUERS THAT
ARE NOT AFFILIATED TO IT OR (Y) A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A
401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR
(a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F)
OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, UNLESS INVESTMENT DECISIONS
WITH RESPECT TO THE PLAN ARE MADE SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF
SUCH PLAN, TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION
PROVIDED BY RULE 144A, OR (3) TO AN INSTITUTION THAT IS NOT WHO IS NOT A U.S.
PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")),
PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT
EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS NEITHER A