Broad Street Realty, Inc. Form 8-K Current Report Filed 2022-11-25

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On November 22, 2022, Broad Street Operating Partnership, LP (the “Operating Partnership”), the operating partnership of Broad Street Realty, Inc. (the “Company”), and Broad Street Eagles JV LLC, a newly formed subsidiary of the Operating Partnership (the “Eagles Sub-OP”), entered into a Preferred Equity Investment Agreement (the “Investment Agreement”) with CF Flyer PE Investor LLC (the “Fortress Member”), an affiliate of Fortress Investment Group LLC (“Fortress”), pursuant to which the Fortress Member invested $80.0 million in the Eagles Sub-OP in exchange for a preferred membership interest (such interest, the “Preferred Interest” and such investment, the “Preferred Equity Investment”). The terms, rights, obligations and preferences of the Preferred Interest are set forth in the Operating Agreement (as defined below). The Company’s board of directors (the “Board”) unanimously approved the Investment Agreement, the Preferred Equity Investment and the related agreements and transactions contemplated thereby. The closing under the Investment Agreement occurred on November 23, 2022.

In connection with the Preferred Equity Investment, (i) the Fortress Member was admitted as a member of the Eagles Sub-OP, (ii) the Operating Partnership, the Fortress Member and the Independent Manager (as defined in the Operating Agreement) entered into an Amended and Restated Limited Liability Company Agreement of the Eagles Sub-OP (the “Operating Agreement”), (iii) the Operating Partnership contributed to the Eagles Sub-OP its subsidiaries that, directly or indirectly, own the properties known as Brookhill Azalea Shopping Center, Vista Shops, Hollinswood Shopping Center, Avondale Shops, Greenwood Village Shopping Center and Lamar Station Plaza East, (iv) the Company’s subsidiary, Broad Street BIG First OP LLC (the “Basis Sub-OP”), redeemed 100% of the preferred membership interests in the Basis Sub-OP held by a subsidiary of Basis Management Group, LLC for $8.5 million (“Basis Redemption”), (v) the previously announced LSP Merger (as defined below) was consummated, (vi) the previously announced Midtown Row Acquisition (as defined below) was consummated, (vii) the previously announced acquisition of a land parcel adjacent to Lamar Station Plaza for a purchase price of $2.3 million was completed by a subsidiary of the Eagles Sub-OP, (viii) the Company’s term loans and credit facility with MVB Bank, Inc. (the “MVB Loans”) were paid in full, (ix) the loan secured by the property known as Lamar Station Plaza East was paid in full and (x) the Company exercised its option to extend the maturity date of the senior secured term loan (the “Basis Term Loan”) with Big Real Estate Finance I, LLC to January 1, 2024. The proceeds from the Preferred Equity Investment were used to fund all or a portion of the foregoing transactions, to pay transaction costs and for working capital.

The Investment Agreement contains customary representations and warranties made by the Operating Partnership and the Fortress Member, and certain of the Operating Partnership’s representations and warranties are qualified by information included in schedules to the Investment Agreement.

In connection with the Preferred Equity Investment, the Company, the Operating Partnership and the Eagles Sub-OP, as applicable, entered into the following agreements, which are described below (such documents, the “Transaction Documents”):

The foregoing description of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The Operating Partnership serves as the managing member of the Eagles Sub-OP. The approval of the Fortress Member, however, is required for certain Major Actions (as defined in the Operating Agreement), including, but not limited to: (i) the adoption and approval of annual corporate and property budgets; (ii) the amendment, renewal, termination or modification of Material Contracts (as defined in the Operating Agreement), leases over 5,000 square feet and certain loan documents; (iii) the liquidation, dissolution, or winding-up of the Eagles Sub-OP, the Company or any of its subsidiaries; (iv) taking actions of bankruptcy or failing to defend an involuntary bankruptcy action of the Eagles Sub-OP, the Company or any of its subsidiaries; (v) effecting any reorganization or recapitalization of the Eagles Sub-OP, the Company or any of its subsidiaries; (vi) declaring or paying distributions on any equity security of the Eagles Sub-OP, the Company or any of its subsidiaries, subject to certain exceptions; (vii) issuing any equity securities

in the Eagles Sub-OP, the Company or any of its subsidiaries, subject to certain exceptions; (viii) conducting a merger or consolidation of the Eagles Sub-OP, the Company or the Operating Partnership or selling substantially of the assets of the Company and its subsidiaries or the Eagles Sub-OP and its subsidiaries; (ix) amending, terminating or otherwise modifying the loans secured by the properties indirectly owned by the Eagles Sub-OP, subject to certain exceptions; (x) incurring additional indebtedness or making prepayments on indebtedness, subject to certain exceptions; (xi) acquiring any property outside the ordinary course of business of the Company; and (xii) selling any property below the minimum release price for such property.

In the event of a Trigger Event (as defined in the Operating Agreement and as described below), the Fortress Member has the right, among others, to remove the Operating Partnership as the managing member of the Eagles Sub-OP and to serve as the managing member until the Fortress Member is paid an amount (the “Redemption Amount”) equal to the sum of: (i) all outstanding loans advanced to the Eagles Sub-OP by the Fortress Member in accordance with the terms of the Operating Agreement, together with all accrued and unpaid return on such loans; (ii) the unredeemed balance of the Preferred Equity Investment; (iii) an amount equal to the greater of (x) all accrued and unpaid Preferred Return and (y) a 1.40x minimum multiple on the amount of all loans and capital contributions made by the Fortress Member to the Eagles Sub-OP in accordance with the terms of the Operating Agreement, which minimum multiple shall be reduced to 1.30x upon the consummation of a Qualified Public Offering (as defined below); and (iv) all other payments, fees, costs and expenses due or payable to the Fortress Member under the Operating Agreement, including a $10.0 million exit fee unless the Redemption Amount is paid upon or following the completion of a Qualified Public Offering.

Pursuant to the Operating Agreement, the Fortress Member is entitled to monthly distributions, a portion of which will be paid in cash (the “Current Preferred Return”) and a portion of which will accrue on and be added to the Preferred Equity Investment each month (the “Capitalized Preferred Return” and, together with the Current Preferred Return, the “Preferred Return”). The initial Preferred Return is 12% per annum, comprised of a 5% Current Preferred Return and a 7% Capitalized Preferred Return; provided that, until the Portfolio Excluded Properties (as defined below) are contributed to the Eagles Sub-OP, the Capitalized Preferred Return is increased by 4.75%. The Capitalized Preferred Return increases each year by 1%. Commencing on November 22, 2027, the Preferred Return will be 19% per annum, all payable in cash, and will increase an additional 3% each year thereafter.

Upon the occurrence of a Trigger Event, a Delaware Law Payment Grace Period (as defined in the Operating Agreement) or if a Qualified Public Offering has not occurred on or prior to November 22, 2027, the entire Preferred Return shall accrue at the then-applicable Preferred Return plus 4% and shall be payable monthly in cash.

As of November 23, 2022, the Eagles Sub-OP indirectly owned the following eight properties: (i) Brookhill Azalea Shopping Center, (ii) Vista Shops, (iii) Hollinswood Shopping Center, (iv) Avondale Shops, (v) Greenwood Village Shopping Center, (vi) Lamar Station Plaza, (vii) Lamar Station Plaza East and (viii) Midtown Row.

The subsidiaries of the Operating Partnership that indirectly own the following nine properties were not contributed to the Eagles Sub-OP in connection with the closing of the Preferred Equity Investment but will be contributed to the Eagles Sub-OP on or prior to the applicable outside date: (i) Highlandtown, (ii) Spotswood, (iii) Cromwell Field and (iv) the six properties securing the Basis Term Loan (Crestview Square, Coral Hills Shopping Center, Dekalb Plaza, Midtown Row Building 10, West Broad Commons Shopping Center and Williamsburg Shopping Center (the “Portfolio Excluded Properties” and, collectively with Highlandtown, Spotswood and Cromwell Field, the “Excluded Properties”). The outside dates for Cromwell Field, Highlandtown, the Basis Excluded Properties and Spotswood are December 31, 2022, May 6, 2023, June 30, 2023 and July 6, 2023, respectively. On or prior to the applicable outside date, (i) the property-owning entity for the applicable Excluded Property must be contributed to the Eagles Sub-OP, (ii) the current mortgage loan for the applicable Excluded Properties must be paid off and released and, in the case of Highlandtown and Spotswood, the preferred equity must be redeemed and (iii) the property owner must enter into one or more new mortgage loans secured by the applicable Excluded Property.

Under the Operating Agreement, a “Qualified Public Offering” is defined as an underwritten public offering of shares of the Company’s common stock (“Common Stock”) listed on the New York Stock Exchange, the NYSE American, the Nasdaq Global Market or the Nasdaq Global Select Market with gross proceeds to the Company of not less than $150.0 million from shares issued to unaffiliated third parties, with a minimum of 35% of such shares issued to institutional investors and subject to certain other conditions. If the Company has not completed a Qualified Public Offering by November 22, 2025, the Fortress Member has the right to (i) require the Company and its subsidiaries to pursue the feasibility of “going private” (including ceasing to report with the SEC), (ii) require the Company and its subsidiaries to decrease expenses in accordance with the Operating Agreement, and (iii) cause the Company to commence and pursue a process for the Eagles Sub-OP to sell properties to achieve a Total Yield (as defined in the Operating Agreement) (A) with respect to all properties, directly or indirectly, owned by the Sub-OP (the “Portfolio”) of at least (x) 8.5% by May 22, 2026, (y) 9.0% by November 22, 2026, and (z) 9.5% by May 22, 2027, and (B) with respect to the Portfolio excluding Midtown Row (as defined below), at least (x) 9.25% by May 22, 2026, (y) 9.75% by November 22, 2026, and (z) 10.25% by May 22, 2027.

Under the Operating Agreement, Trigger Events include, but are not limited to, the following: (i) fraud, gross negligence, willful misconduct, criminal acts or intentional misappropriation of funds with respect to a property by the Company or any of its subsidiaries; (ii) a Bankruptcy Event (as defined in the Operating Agreement) with respect to the Company or any of its subsidiaries, except for an involuntary bankruptcy that is dismissed within 90 days of commencement; (iii) a material breach of certain provisions of the Operating Agreement; (iv) monetary defaults or material non-monetary defaults under the mortgage loans secured by properties in the Portfolio or the Excluded Properties or the Fortress Mezzanine Loan (as defined below); (v) failure to meet the minimum Total Yield requirements under the Operating Agreement; (vi) failure to pay the Current Preferred Return (subject to a limited cure period) or failure to make distributions as required by the Operating Agreement; (vii) the occurrence of a Change of Control (as defined in the Operating Agreement); (viii) failure to contribute the Excluded Properties and consummate the related transactions by the applicable outside date; (ix) Michael Jacoby, the Company’s chief executive officer and chairman of its board of directors, (A) ceasing to be employed as the chief executive officer of the Company, (B) not being activity involved in the management of the Company or (C) failing to hold an aggregate of at least 3,802,594 shares of Common Stock and OP Units (as defined below), in each case subject to the Company’s right to appoint a replacement chief executive officer reasonably acceptable to the Fortress Member within 90 days; and (x) material breaches or material defaults of the Company, the Operating Partnership or their subsidiaries under the Investment Agreement, the Cash Flow Pledge or the Governance Agreement.

Upon the occurrence of a Trigger Event, the Fortress Member has the right to cause the Eagles Sub-OP to redeem the Preferred Interest by payment to the Fortress Member of the full amount of the Redemption Amount upon not less than 90 days prior written notice to the Eagles Sub-OP, unless the Trigger Event is in connection with a Bankruptcy Event, in which case the redemption must occur as of the date of such Trigger Event.

In addition, in the event of a Trigger Event or if a Qualified Public Offering has not occurred by November 22, 2027, the Fortress Member can exercise the following rights, among others: (i) remove the Operating Partnership as the managing member of the Eagles Sub-OP; (ii) cause the Eagles Sub-OP to sell one or more properties until the entire Preferred Interest has been redeemed for the Redemption Amount; (iii) cause the Eagles Sub-OP to use certain reserve accounts to pay the Fortress Member the full Redemption Amount; and (iv) terminate all property management and other service agreements with affiliates of the Company.

Upon the closing of a Qualified Public Offering, unless earlier redeemed, the Eagles Sub-OP must redeem the entire Preferred Interest by payment in cash to the Fortress Member of the full Redemption Amount, provided that (i) the Eagles Sub-OP may elect, in its discretion, not to redeem $37.5 million of the Preferred Equity Investment and (ii) $25.0 million of the Preferred Equity Investment (less the amount of the Fortress Mezzanine Loan converted into Common Stock in connection with such Qualified Public Offering, if any) will be converted to shares of Common Stock at a price of $2.00 per share, subject to certain adjustments.

The Operating Partnership may cause the Eagles Sub-OP to redeem the Preferred Interest in whole (but not in part), by payment in cash to the Fortress Member of the full Redemption Amount, as long as the Fortress Mezzanine Loan is repaid in full before or concurrently with such redemption.

The foregoing description of the Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the Operating Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Pursuant to the Governance Agreement, so long as (i) the Preferred Equity Investment outstanding, in whole or in part, or (ii) the Fortress Member or its affiliates hold five percent (5%) or more of the issued and outstanding Common Stock (assuming all securities held by the Fortress Member or its affiliates that are convertible or exchangeable into shares of Common Stock have been so converted or exchanged) (the “Governance Rights Period”), at each annual or special meeting of the stockholders of the Company, the Company must nominate, and use reasonable efforts to solicit proxies for, a person identified by the Fortress Member (the “Fortress Director”) to serve on the Board. During the Governance Rights Period, any vacancy in the Fortress Director’s seat on the Board must be filled by the Board with a new Fortress Director identified by the Fortress Member. Furthermore, Mr. Jacoby and Thomas M. Yockey, a director of the Company, agreed to vote in favor of each Fortress Director nominated to serve on the Board.

In addition, upon the request of the Fortress Member, the Company must appoint the Fortress Director to each committee of the Board as the Fortress Member may request, subject to certain exceptions and applicable independence and other requirements of the SEC or any national securities exchange or over-the-counter market on which the Common Stock is traded or quoted.

In connection with the closing of the Preferred Equity Investment, the Board appointed Noah Shore to serve as the initial Fortress Director. See Item 5.02 below for further details regarding the appointment of Mr. Shore.

During the Governance Rights Period, the Fortress Member is also entitled to designate an individual to attend meetings of the Board or any committee thereof, in each case as a non-voting observer and subject to certain exceptions.

The foregoing description of the Governance Agreement does not purport to be complete and is qualified in its entirety by reference to the Governance Agreement, which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

The Fortress Warrant provides the Fortress Member the right to purchase 2,560,000 shares of Common Stock at an exercise price of $0.01 per share, subject to certain adjustments. The Fortress Warrant may be exercised on a cashless basis and will automatically be deemed exercised in full on a cashless basis upon the occurrence of a Qualified Public Offering.

If at any time the Company grants, issues or sells any convertible securities or other rights to purchase stock, warrants, securities or other property pro rata to holders of shares of Common Stock, the Fortress Member will be entitled to acquire, on the same terms as granted to holders of shares of Common Stock, the aggregate number of convertible securities or other rights to purchase stock, warrants, securities or other property that the Fortress Member would have otherwise been entitled to acquire had the Fortress Member held the number of shares of Common Stock acquirable upon complete exercise of the Fortress Warrant on the record date for such grant by the Company.

In the event of a Reorganization Event (as defined in the Fortress Warrant), as a result of which the Common Stock would be converted into, or exchanged for stock, other securities, other property or assets, the right to receive shares of Common Stock upon exercise of the Fortress Warrant will be changed to a right to receive the kind and amount of shares of stock, other securities or other property or assets that a holder of one share of Common Stock was entitled to receive in connection with such Reorganization Event.

The foregoing description of the Fortress Warrant does not purport to be complete and is qualified in its entirety by reference to the Fortress Warrant, which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

Pursuant to the Cash Flow Pledge, the Operating Partnership pledged to the Eagles Sub-OP, and agreed to contribute to the Eagles Sub-OP, all distributions that the Operating Partnership receives from its subsidiaries that, directly or indirectly, own the Excluded Properties, after taking into account amounts payable by such entities on account of mortgages secured by the Excluded Properties.

The foregoing description of the Cash Flow Pledge does not purport to be complete and is qualified in its entirety by reference to the Cash Flow Pledge, which is filed as Exhibit 10.5 hereto and incorporated herein by reference.

Pursuant to the Company Guaranty, the Company guaranteed certain obligations of its subsidiaries under the Transaction Documents for the benefit of the Fortress Member. In addition, Messrs. Jacoby and Yockey guaranteed the full payment of the Redemption Amount in the event of a bankruptcy event of a Broad Street entity without the consent of the Fortress Member or certain other events that interfere with the rights of the Fortress Member under the Transaction Documents.

Pursuant to the Registration Rights Agreement, the Company provided the Fortress Member with certain registration rights with respect to the shares of Common Stock issuable upon conversion of the Preferred Interest and/or the Fortress Mezzanine Loan and the exercise of the Fortress Warrant, including, at any time after a Qualified Public Offering, up to three demand registrations and up to three underwritten offerings in any 12-month period, as well as certain piggyback rights. In addition, the Company and the Fortress Member agreed to certain lock-up restrictions in connection with any underwritten offerings.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

In connection with the Midtown Row Acquisition, on November 22, 2022, the general partner of the Operating Partnership entered into Amendment No. 1 (the “LPA Amendment”) to the Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”) in order to provide for the issuance, and the designation of the terms and conditions, of newly classified Series A preferred units of limited partnership interest in the Operating Partnership (the “Preferred OP Units”).

Under the LPA Amendment, each Preferred OP Unit has a liquidation preference (the “Liquidation Preference”) equal to the sum of (i) $2.00 and (ii) the accrued Capitalized Preferred OP Unit Return (as defined below). Pursuant to the LPA Amendment, the holders of Preferred OP Units are entitled to monthly distributions, a portion of which will be paid in cash (the “Current Preferred OP Unit Return”) and a portion of which will accrue on and be added to the Liquidation Preference each month (the “Capitalized Preferred OP Unit Return” and, together with the Current Preferred OP Unit Return, the “Preferred OP Unit Return”). The initial Preferred OP Unit Return is 12% per annum, comprised of a 5% Current Preferred OP Unit Return and 7% Capitalized Preferred OP Unit Return. The Capitalized Preferred OP Unit Return increases each year by 1%. After November 23, 2027, the Preferred OP Unit Return will be 19% per annum, all payable in cash, and will increase an additional 3% each year thereafter.

Holders of the Preferred OP Units have the right to convert (the “Optional Conversion Right”) each Preferred OP Unit into one Class A common unit of limited partnership interest in the Operating Partnership (a “Common OP Unit” and, together with the Preferred OP Units, “OP Units”), plus a cash payment for each Preferred OP Unit so converted equal to (i) (A) the Liquidation Preference at such time, minus (B) $2.00 and (ii) all accrued and unpaid Preferred OP Unit Return (to the extent not already added to the Liquidation Preference) (the “Conversion Liquidation Payment”).

On the date that the Common Stock is first listed on the New York Stock Exchange, the NYSE American or the Nasdaq Stock Market, each Preferred OP Unit will automatically convert into one Common OP Unit and the right to receive the Conversion Liquidation Payment.

The Operating Partnership has the right to redeem some or all of the Preferred OP Units for cash in an amount per unit equal to the sum of (i) the Liquidation Preference plus (ii) all accrued and unpaid Preferred OP Unit Return (to the extent not already added to the Liquidation Preference).

Holders of the Preferred OP Units have no voting rights except with respect to (i) the issuance of partnership units of the Operating Partnership senior to the Preferred OP Units as to the right to receive distributions and upon liquidation, dissolution or winding up of the Operating Partnership, (ii) the issuance of additional Preferred OP Units and (iii) amendments to the Partnership Agreement that materially and adversely affect the rights or benefits of the holders of the Preferred OP Units.

The foregoing description of the LPA Amendment does not purport to be complete and is qualified in its entirety by reference to the LPA Amendment, which is filed as Exhibit 10.7 hereto and incorporated herein by reference.

The information under Item 2.03 is incorporated into this Item 1.01 by reference.

On November 23, 2022, a wholly owned subsidiary of the Eagles Sub-OP completed the previously announced acquisition of the mixed-use property in Williamsburg, Virginia known as Midtown Row (such property, “Midtown Row” and such acquisition, the “Midtown Row Acquisition”), for $118.7 million in cash, 448,180 Common OP Units and 1,851,820 Preferred OP Units. The Midtown Row Acquisition was completed pursuant to the previously announced purchase and sale agreement, dated December 21, 2021, by and between the Company and BBL Current Owner, LLC (“BBL Current”). The cash portion of the purchase price was funded with proceeds from the Midtown Row Mortgage (as defined below), the Fortress Mezzanine Loan and the Preferred Equity Investment.

Midtown Row is a recently completed development, located adjacent to the College of William and Mary and comprised of 240 student housing units with 620 beds, which is 100% leased, and a retail component consisting of 63,573 square feet of gross leasable area, which was 32% leased with annualized base rent (“ABR”) per square foot of $25.72 as of October 30, 2022. Retail tenants include California Tortilla, Super Chix, Mezeh Grill, Pedego Electric Bikes and Shear Magic Salon.

As consideration in the Midtown Row Acquisition as a result of their direct or indirect interests in BBL Current, (i) Mr. Jacoby received 97,086 Common OP Units, (ii) Daniel J.W. Neal, a director of the Company, indirectly received 202,861 Common OP Units, (iii) Jeffrey H. Foster, a director of the Company, received 33,810 Common OP Units, (iv) Mr. Yockey received 97,086 Common OP Units and (v) Alexander Topchy, the Company’s chief financial officer, received 17,337 Common OP Units. As previously disclosed, Mr. Jacoby serves as the chief executive officer and a director of BBL Current, and the Company served as the development manager for Midtown Row and serves as the property manager and the leasing broker for the retail portion of Midtown Row. The Midtown Row acquisition was unanimously approved by the Board, including its disinterested directors.

On November 23, 2022, a wholly owned subsidiary (“LSP Merger Sub”) of the Eagles Sub-OP merged with and into BSV Lamont Investors LLC (“BSV Lamont”) with BSV Lamont surviving as a subsidiary of the Eagles Sub-OP (the “LSP Merger”). The LSP Merger was completed pursuant to the previously announced agreement and plan of merger, dated as of May 28, 2019 (as amended, the “LSP Merger Agreement”), by and among the Company, Broad Street Operating Partnership, LP (the “Operating Partnership”), LSP Merger Sub and BSV Lamont. Pursuant to the LSP Merger Agreement, the Company issued an aggregate of 573,529 Common OP Units to the prior investors in BSV Lamont as consideration in the LSP Merger. In addition, the Company repaid approximately $7.8 million of bonds and loans held by Lamont Street Partners, LLC (“Lamont Street”) in connection with the LSP Merger.

As a result of the LSP Merger, the Eagles Sub-OP acquired Lamar Station Plaza, a retail shopping center located in Lakewood, Colorado with approximately 187,000 square feet of gross leasable area that was 98% leased with ABR per square foot of $11.06 as of November 22, 2022. Notable tenants include Casa Bonita, Ross Dress for Less, Planet Fitness, Dollar Tree, Westfax Brewing Company and Dutch Bros. Coffee.

In connection with the LSP Merger, the Company assumed a $15.5 million mortgage loan secured by Lamar Station Plaza, which bears interest at one-month SOFR plus a margin of 2.75% and matures on December 4, 2023.

As consideration in the LSP Merger as a result of their interests in BSV Lamont, (i) Mr. Jacoby received 136,213 Common OP Units, (ii) Mr. Yockey received 136,213 Common OP Units and (iii) Mr. Topchy received 14,338 Common OP Units. The consideration in the LSP Merger was negotiated between BSV Lamont and the prior management team and Board of the Company prior to entering into the LSP Merger Agreement on May 28, 2019.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 22, 2022, in connection with the Midtown Row Acquisition, BSR Midtown Current LLC, an indirect subsidiary of the Eagles Sub-OP (“Midtown Current”), and American General Life Insurance Company and The Variable Annuity Life Insurance Company (collectively, the “Mortgage Lender”) entered into a loan agreement (the “MTR Loan Agreement”) pursuant to which the Mortgage Lender made a senior secured term loan of $76.0 million (the “MTR Loan”) to Midtown Current. Pursuant to the MTR Loan Agreement, the MTR Loan is secured by a mortgage on Midtown Row. The MTR Loan matures on December 1, 2027. The MTR Loan bears interest at a rate equal to 6.48% per annum. Until December 1, 2025, payments made on the MTR Loan will be interest-only. Midtown Current’s obligations under the MTR Loan Agreement are guaranteed by the Company.

The Company used the proceeds from the MTR Loan to pay part of the cash portion of the purchase price for the Midtown Row Acquisition.

The MTR Loan Agreement contains certain customary representations and warranties and affirmative negative and restrictive covenants, including certain property related covenants for Midtown Row, including related to repairs, maintenance and alterations. The Mortgage Lender has certain approval rights over renewals, extensions or amendments of Material Leases (as defined in the MTR Loan Agreement) and property management agreements for Midtown Row. The MTR Loan Agreement includes a debt service coverage calculation based on Net Operating Income (as defined in the MTR Loan Agreement) and the amounts due under the MTR Loan Agreement for the period. A debt service coverage ratio below 1.15x gives the Mortgage Lender the right to commence a Cash Management Period (as defined in the MTR Loan Agreement). Under the MTR Loan Agreement, the Cash Management Period would continue until the debt service coverage ratio has been met for two consecutive quarters.

The MTR Loan Agreement provides for customary events of default, including nonpayment of principal and other amounts when due, non-performance of covenants (subject to notice and cure periods), breach of representations and warranties, certain bankruptcy or insolvency events and sales, transfers or changes of control not in accordance with the provisions of the MTR Loan Agreement. If an event of default occurs and is continuing under the MTR Loan Agreement, the Mortgage Lender may, among other things, require the immediate payment of all amounts owed thereunder.

The foregoing description of the MTR Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the MTR Loan Agreement, which is filed as Exhibit 10.10 hereto and incorporated herein by reference.

On November 22, 2022, in connection with the Midtown Row Acquisition, Midtown Parent and CF Flyer Mezz Lender LLC, an affiliate of Fortress (the “Mezzanine Lender”), entered into a mezzanine loan agreement (the “Fortress Mezzanine Loan Agreement”) pursuant to which the Mezzanine Lender made a $15.0 million mezzanine loan (the “Fortress Mezzanine Loan”) to Midtown Parent. Pursuant to the Fortress Mezzanine Loan Agreement, the Fortress Mezzanine Loan is secured by 100% of the membership interests in Midtown Current. The Fortress Mezzanine Loan matures on December 1, 2027. Pursuant to the Fortress Mezzanine Loan Agreement, a portion of the interest on the Fortress Mezzanine Loan will be paid in cash (the “Current Interest”) and a portion of the interest will be capitalized and added to the principal amount of the Fortress Mezzanine Loan each month (the “Capitalized Interest” and, together with the Current Interest, the “Mezzanine Loan Interest”). The initial Mezzanine Loan Interest rate is 12% per annum, comprised of a 5% Current Interest rate and a 7% Capitalized Interest rate. The Capitalized Interest rate increases each year by 1%. Midtown Parent’s obligations under the Fortress Mezzanine Loan Agreement are guaranteed by the Company.

The Company used the proceeds from the Fortress Mezzanine Loan to pay part of the cash portion of the purchase price for the Midtown Row Acquisition.

The Fortress Mezzanine Loan Agreement contains certain customary representations and warranties and affirmative negative and restrictive covenants, including certain property related covenants for Midtown Row, including related to repairs, maintenance and alterations. The Mezzanine Lender has certain approval rights over renewals, extensions or amendments of Material Leases and property management agreements for Midtown Row.

The Fortress Mezzanine Loan Agreement provides for customary events of default, including nonpayment of principal and other amounts when due, non-performance of covenants (subject to notice and cure periods), breach of representations and warranties, certain bankruptcy or insolvency events and sales, transfers or changes of control not in accordance with the provisions of the Fortress Mezzanine Loan Agreement. The Fortress Mezzanine Loan Agreement also provides for cross-default in the event of a Trigger Event (under the Operating Agreement) or an event of default under the MTR Loan Agreement. If an event of default occurs and is continuing under the Fortress Mezzanine Loan Agreement, the Mezzanine Lender may, among other things, require the immediate payment of all amounts owed thereunder.

The Fortress Mezzanine Loan (including a prepayment penalty) will be due and payable in connection with a Qualified Public Offering. However, in connection with the Qualified Public Offering, the Mezzanine Lender has the right to convert all or a portion of the principal of the Fortress Mezzanine Loan and the prepayment penalty into shares of Common Stock at a price of $2.00 per share, subject to certain adjustments.

The foregoing description of the Fortress Mezzanine Loan does not purport to be complete and is qualified in its entirety by reference to the Fortress Mezzanine Loan, which is filed as Exhibit 10.11 hereto and incorporated herein by reference.

The information under Item 1.01 under the heading “Fortress Warrant” and under Item 2.01 above regarding the issuance of OP Units as consideration in the Midtown Row Acquisition and the LSP Merger is incorporated into this Item 3.02 by reference. The Fortress Warrant and the OP Units were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder. Issuances of the Fortress Warrant and OP Units were made only to persons who qualify as “accredited investors” as defined under the Securities Act.

On November 23, 2022, in connection with the LSP Merger, the Company issued to Lamont Street warrants to purchase 500,000 shares of Common Stock at an exercise price of $0.01 per share (the “Lamont Street Warrants”). The Lamont Street Warrants were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder. Lamont Street qualifies as an “accredited investor” as defined under the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the closing of the Preferred Equity Investment and pursuant to the Governance Agreement, on November 22, 2022, the Board increased the size of the board to eight directors and appointed Noah Shore as a member of the Board, effective upon the closing. Mr. Shore will serve until the Company’s 2023 annual meeting of stockholders or until his successor is duly elected and qualifies. Mr. Shore has not been appointed to any Board committees at this time.

Mr. Shore, age 49, currently serves as Managing Director and Head of Real Estate Special Situations at Fortress, where he has worked since April 2007. Mr. Shore has over 20 years of experience in real estate investment and development. For the last 12 years, Mr. Shore has focused on debt and equity investments for the Fortress Real Estate and Credit Funds and overseeing the fund’s retail investments. From December 1999 to April 2007, Mr. Shore served as Vice President at The Taubman Company and focused on leasing and development of shopping centers. Mr. Shore has a Bachelor of Science in Finance from the University of Colorado at Boulder.

Pursuant to the Governance Agreement, Mr. Shore will not receive any compensation from the Company or its affiliates in his capacity as a director. Mr. Shore has entered into an indemnification agreement with the Company substantially in the form attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed on April 15, 2022.

The information under Item 1.01 above regarding the arrangements pursuant to which Mr. Shore was selected to selected as a director is incorporated into this Item 5.02 by reference.

The required financial statements of the acquired properties will be filed in accordance with Rule 8-06 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than 71 days after the date on which this initial Current Report was required to be filed.

The required pro forma financial statements of the Company will be filed in accordance with Rule 8-05 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than 71 days after the date on which this Current Report was required to be filed.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws. These statements are based on current expectations of the Company’s management with respect to the transactions and other matters described in this Current Report on Form 8-K (the “Transactions”). While the Company’s management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of the Company’s management. These risks include, but are not limited to: the ability to recognize the benefits of the Transactions; the amount of the costs, fees, expenses and charges related to the Transactions; the Company’s substantial leverage as a result of indebtedness incurred and preferred equity issued in connection with the Transactions, which could adversely affect the Company’s ability to pay cash dividends and meet other cash needs; the Company’s ability to repay, refinance, restructure and/or extend its indebtedness as it comes due, including in connection with the contribution of the Excluded Properties to the Eagles Sub-OP; the occurrence of a Trigger Event under the Operating Agreement, including as a result of the failure to contribute the Excluded Properties to the Eagles Sub-OP by the applicable outside date; the availability of financing and capital to the Company; the Company’s ability to identify, finance, consummate and integrate additional acquisitions or investments; adverse economic or real estate developments, either nationally or in the markets in which the Company’s properties are located; adverse changes in financial markets or interest rates; the nature and extent of competition for tenants and acquisitions; other factors affecting the retail industry or the real estate industry generally; and other risks that are set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and other documents filed by the Company with the SEC from time to time. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. Except as otherwise may be required by law, the Company undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Current Report on Form 8-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THIS PREFERRED EQUITY INVESTMENT AGREEMENT (this “Agreement”), dated effective for all purposes as of November 22, 2022 (the “Effective Date”), is by and among BROAD STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Common Member”), Broad Street Eagles JV LLC, a Delaware limited liability company (the “Company”), and CF Flyer PE Investor LLC, a Delaware limited liability company (“Preferred Investor”).

Section 1.1. Definitions. The parties hereby agree that the following terms shall have the meanings hereinafter set forth, such definitions to be applicable equally to the singular and plural forms, and to the masculine and feminine forms, of such terms:

“Account Bank” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Active Purchase Agreements” shall mean, individually and/or collectively, as the context may permit or require, each of (i) the Midtown Row Current Purchase Agreement, (ii) the Colfax Avenue Purchase Agreement, and (iii) the Lamar Station Agreement and Plan of Merger.

“Affiliate” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Agreement” shall mean this Preferred Equity Investment Agreement, as the same may be amended, modified, or supplemented from time to time in writing by the parties hereto.

“Ancillary Agreements” means, collectively, the Governance Agreement, the Warrant Agreement, the Cash Flow Pledge Agreement, the Cash Flow Pledge Agreement (Basis) and the Registration Rights Agreement.

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to a Person from time to time concerning or relating to bribery or corruption, including, without limitation, 18 U.S.C. § 666(a)(1)(B) (Bribery Concerning Programs Receiving Federal Funds), or any other law, rule, or regulation prohibiting the offer, promise, gift, or agreement to provide an improper benefit, with the object of obtaining a business advantage.

“Applicable Law” shall mean all statutes, laws, ordinances, regulations, rules, codes, orders, constitutions, treaties, common laws, judgments, determinations, decrees, other requirements or rules of law of any Governmental Entity, including securities laws.

“As of Closing Organizational Structure Chart” shall have the meaning ascribed in Section 2.1(b).

“Avondale Shops Property” shall mean those certain parcels of land more particularly described on Exhibit “A-1”, and all easements and appurtenances thereto, including Avondale Shops Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, all related improvements and structures located thereon, together with all licenses and permits, Contracts, Leases and all other tangible and/or intangible property related thereto.

“Avondale Shops Property Owner” shall mean BSV Avondale LLC, a District of Columbia limited liability company.

“Basis Investor” shall mean Big BSP Investments, LLC, a Delaware limited liability company.

“Basis Loan Documents” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Basis Mortgage Loan” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Basis Property Owners” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Broad Street” shall mean Broad Street Realty, Inc., a Delaware corporation, and its successors and/or assigns.

“Broad Street BIG First OP” shall mean Broad Street BIG First OP LLC, a Delaware limited liability company.

“Broad Street Material Adverse Effect” shall mean, with respect to Broad Street, any effect, change, event, occurrence, circumstance or development that, individually or in the aggregate with other effects, changes, events, occurrences, circumstances or developments, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, assets or results of operations of the Broad Street Parties and the Company Entities, taken as a whole.

“Broad Street Party” shall mean Broad Street and any of its direct or indirect Subsidiaries, excluding any Company Entities.

“Broad Street SEC Documents” shall have the meaning ascribed in Section 3.2(i)(iv).

“Brookhill Azalea Property” shall mean those certain parcels of land more particularly described on Exhibit “A-2”, and all easements and appurtenances thereto, including Brookhill Azalea Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, all related improvements and structures located thereon, together with all licenses and permits, Contracts, Leases and all other tangible and/or intangible property related thereto.

“Brookhill Azalea Property Owner” shall mean BSV Premier Brookhill LLC, a Virginia limited liability company.

“BSR Property Manager” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are closed for commercial banking business.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (including any changes in state or local Law that are analogous to provisions of the CARES Act or adopted to conform to the CARES Act) and any legislative, administrative or regulatory guidance issued pursuant thereto.

“Cash Flow Pledge Agreement” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Cash Flow Pledge Agreement (Basis)” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Clearing Account Agreement” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Close Associate” shall mean a person who is widely and publicly known to maintain an unusually close relationship with a Senior Foreign Political Figure, and includes a Person who is in a position to conduct substantial United States and non‐United States financial transactions on behalf of the Senior Foreign Political Figure.

“Closing Documents” shall mean, collectively, Preferred Investor’s Closing Documents and Common Member’s Closing Documents.

“Closing Escrow Agreement” shall mean that certain Closing Escrow Agreement, by and among Escrow Agent, Broad Street, Common Member, the Company, and Preferred Investor, dated as of the date hereof, a copy of which is attached hereto as Exhibit “D”.

“Closing Statement” shall mean the closing statement and sources and uses for the Closing and the Transactions, by and between Common Member and Preferred Investor, dated as of the date hereof, a copy of which is attached hereto as Exhibit “E”.

“Colfax Avenue Property” shall mean those certain parcels of land more particularly described on Exhibit “A-3”, and all easements and appurtenances thereto, including Colfax Avenue Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, all related improvements and structures located thereon, together with all licenses and permits, Contracts, Leases and all other tangible and/or intangible property related thereto.

“Colfax Avenue Property Owner” shall mean BSV Lamar East LLC, a Delaware limited liability company.

“Colfax Avenue Purchase Agreement” shall mean that certain Purchase and Sale Agreement, by and between SFCA, LLC, a Florida limited liability company, as seller, and Colfax Avenue Property Owner, as successor in interest to BSV Acquisitions, LLC, a Maryland limited liability company, as purchaser, dated as of September 29, 2022, as amended.

“Colfax Avenue Transactions” shall have the meaning ascribed in Section 4.1(b)(iv).

“Common Member” shall have the meaning ascribed in the introductory paragraph of this Agreement.

“Common Member’s Closing Documents” shall have the meaning ascribed in Section 4.2.

“Common Member’s Representations” shall mean the representations and warranties made by Common Member in this Agreement or any other Common Member’s Closing Document, in each case subject to any limitations applicable thereto as set forth herein and therein.

“Common Stock” means the common stock, $0.01 par value per share, of Broad Street.

“Company” shall have the meaning ascribed in the introductory paragraph of this Agreement.

“Company Holding Account” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Company Subsidiary” shall mean, individually and/or collectively, as the context may permit or require, each Subsidiary of the Company, which shall include the Property Owners.

“Company Subsidiary Interests” shall mean, with respect to each Company Subsidiary, the issued and outstanding membership interests in each Company Subsidiary, together with all rights, duties and obligations appurtenant thereto, whether with respect to voting, control, capital accounts, rights to distributions from or in respect of such Company Subsidiary.

“Contracts” shall mean the contracts, equipment leases, purchase orders, maintenance, service, and similar contracts and other agreements which any Company Entity or Broad Street

Party is a party to, or relating to the ownership, operation, construction, repair and/or maintenance of any Property or Excluded Property, excluding (i) the Leases, (ii) the Property Management Agreements, and (iii) the Mortgage Loan Documents.

“Coral Hills Property” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Coral Hills Property Owner” shall mean BSV Coral Hills LLC, a Maryland limited liability company.

“Crestview Square Property” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Crestview Square Property Owner” shall mean BSV Crestview Square LLC, a Maryland limited liability company.

“Cromwell Field Loan Documents” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Cromwell Field Property Owner” shall mean BSV Cromwell Property LLC, a Delaware limited liability company.

“Dekalb Plaza Property” shall have the meaning ascribed to such term in the Joint Venture Agreement .

“Dekalb Plaza Property Owner” shall mean BSV Dekalb LLC, a Pennsylvania limited liability company.

“Delinquent Rents” shall mean Rents due on or prior to the Effective Date which have not been paid on or before the Effective Date.

“Diligence Website” shall mean the on-line “ProDeal” due diligence website designated by the Common Member prior to the Effective Date, and having the following URL: https://app.prodeal360.com/rooms/27923/items.

“Director Indemnification Agreement” shall have the meaning ascribed in Section 4.2(l).

“Effective Date” shall have the meaning ascribed in the introductory paragraph of this Agreement.

“Environmental Laws” shall mean all Applicable Laws, and all binding written interpretations and policies issued by any Governmental Entity, relating to pollution, public or worker health or safety or the protection of the environment or natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource

Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), any and all comparable state and local laws, and any and all rules and regulations under any and all of the aforementioned laws.

“Excluded Properties” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Excluded Property Owners” shall mean, individually and/or collectively, as the context may require or permit, the Highlandtown Property Owner, the Spotswood Property Owner, the Cromwell Field Property Owner and the Basis Property Owners.

“Existing Company LLC Agreement” shall mean that certain Limited Liability Company Agreement of Broad Street Eagles JV LLC, dated as of November 2, 2022, entered into by Common Member, as sole member.

“Existing Company Subsidiary Operating Agreements” shall mean the existing limited liability company agreements and/or operating agreements of the Subsidiaries (in each case, as amended and restated in connection with the Transactions) listed on Schedule 5 attached hereto.

“Federal Bankruptcy Code” shall mean Title 11 of the United States Code or any successor statute to such Code.

“Financial Statements” shall mean year-end operating statements, balance sheets, statements of income and expense and cash flow statements for the 2020 calendar year, 2021 calendar year, and 2022 year to date, including the notes thereto, in each case with respect to the Company Subsidiaries and the Properties and Excluded Properties.

“Fundamental Representations and Warranties” shall mean the Common Member’s and the Company Entities’ representations and warranties set forth in Section 3.2(a), Section 3.2(b), Section 3.2(c), Section 3.2(d), Section 3.2(e), Section 3.2(f), Section 3.2(g), Section 3.2(i), Section 3.2(j), Section 3.2(l), Section 3.2(m), and Section 3.2(n).

“GAAP” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Governmental Entity” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Greenwood Village Property” shall mean those certain parcels of land more particularly described on Exhibit “A-7”, and all easements and appurtenances thereto, including Greenwood Village Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, all related improvements and structures located thereon, together with all licenses and permits, Contracts, Leases and all other tangible and/or intangible property related thereto.

“Greenwood Village Property Owner” shall mean BSV Greenwood Village LLC, a Delaware limited liability company.

“Hazardous Materials” shall mean any pollutants, contaminants, substances, materials or wastes regulated under. for which standards of conduct or Liability may be imposed pursuant to, Environmental Laws (including petroleum, petroleum by-products, radon, asbestos and asbestos containing materials, polychlorinated biphenyls (“PCBs”), PCB-containing equipment, per- and polyfluoroalkyl substances, radioactive elements, mold, infectious agents, and urea formaldehyde).

“Highlandtown Loan Documents” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Highlandtown Property Owner” shall mean BSV Highlandtown LLC, a Delaware limited liability company.

“Hollinswood Property” shall mean those certain parcels of land more particularly described on Exhibit “A-8”, and all easements and appurtenances thereto, including Hollinswood Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, all related improvements and structures located thereon, together with all licenses and permits, Contracts, Leases and all other tangible and/or intangible property related thereto.

“Hollinswood Property Owner” shall mean BSV Hollinswood LLC, a Maryland limited liability company.

“Immediate Family Member” shall mean the parents, siblings, spouse, children and in-laws of a Senior Foreign Political Figure.

“Interests” shall mean, with respect to the Company, the issued and outstanding membership interests in the Company, together with all rights, duties and obligations appurtenant thereto, whether with respect to voting, control, capital accounts, rights to distributions from or in respect of the Company.

“Joint Venture Agreement” shall have the meaning ascribed in Section 2.1(f).

“Knowledge” shall mean, with respect to Common Member or any Broad Street Party, the actual knowledge of the Chief Executive Officer, the Chief Financial Officer and the Executive Vice President of Acquisitions & Development.

“Lamar Station Agreement and Plan of Merger” shall mean that certain Agreement and Plan of Merger, dated May 28, 2019, as amended, by and among BSV Lamont Investors LLC, a Delaware limited liability company, MedAmerica Properties Inc., a Delaware corporation, Common Member, and BSV Lamont Merger Sub LLC, a Delaware limited liability company.

“Lamar Station Plaza (East) Mortgage Loan” shall mean that certain mortgage loan, granted by BOKF, NA (as successor to CoBiz Bank), as lender, to Lamar Station Plaza (East) Property Owner pursuant to that certain Loan Agreement, dated as of July 17,2018, by and between BOKF, NA (as successor to CoBiz Bank), as lender, and Lamar Station Plaza (East) Property Owner, as borrower, as amended by that First Loan Modification Agreement dated July 2, 2020 and that Second Loan Modification Agreement dated November 25, 2020.

“Lamar Station Plaza (East) Property” shall mean those certain parcels of land more particularly described on Exhibit “A-9”, and all easements and appurtenances thereto, including Lamar Station Plaza (East) Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, all related improvements and structures located thereon, together with all licenses and permits, Contracts, Leases and all other tangible and/or intangible property related thereto.

“Lamar Station Plaza (East) Property Owner” shall mean BSV Lamar East LLC, a Delaware limited liability company.

“Lamar Station Plaza (East) Transactions” shall have the meaning ascribed in Section 4.1(b)(v).

“Lamar Station Plaza Mortgage Loan” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Lamar Station Plaza Property” shall mean those certain parcels of land more particularly described on Exhibit “A-10”, and all easements and appurtenances thereto, including Lamar Station Plaza Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, all related improvements and structures located thereon, together with all licenses and permits, Contracts, Leases and all other tangible and/or intangible property related thereto.

“Lamar Station Plaza Property Owner” shall mean BSV Lamar West LLC, a Delaware limited liability company.

“Lamar Station Plaza Transactions” shall have the meaning ascribed in Section 4.1(b)(ii).

“Leases” shall mean all leases, subleases, licenses or other occupancy agreements at any Property or Excluded Property, in each case referenced on the Rent Rolls attached hereto as Schedule 2.

“Liabilities” shall mean, collectively, any and all conditions, debts, actions, causes of action, actual losses, actual damages, claims, proceedings, liabilities, out-of-pocket costs and expenses, demands, judgments, executions, suits, or obligations of any kind or nature whatsoever, direct and/or indirect, at law or in equity, including reasonable attorneys’ fees and disbursements.

“Material Contract” shall have the meaning ascribed to such term in the Joint Venture Agreement, excluding (i) the Leases, (ii) the Property Management Agreements, and (iii) the Mortgage Loan Documents.

“Mezzanine Borrower” shall mean BSR Midtown Current Parent LLC, a Delaware limited liability company.

“Mezzanine Loan” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Mezzanine Loan Documents” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Midtown Row” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Midtown Row Building 10 Property” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Midtown Row Building 10 Property Owner” shall mean BSV Lamonticello Owner LLC, a Virginia limited liability company.

“Midtown Row Current Property” shall mean those certain parcels of land more particularly described on Exhibit “A-12”, and all easements and appurtenances thereto, including Midtown Row Current Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, all related improvements and structures located thereon, together with all licenses and permits, Contracts, Leases and all other tangible and/or intangible property related thereto.

“Midtown Row Current Property Owner” shall mean BSR Midtown Current LLC, a Delaware limited liability company.

“Midtown Row Current Purchase Agreement” shall mean that certain Purchase and Sale Agreement, by and between BBL Current Owner, LLC, a Delaware limited liability company, as seller, and Broad Street, as purchaser, dated as of December 21, 2021, as amended.

“Midtown Row Current Transactions” shall have the meaning ascribed in Section 4.1(b)(iii).

“Mortgage Loan Documents” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Mortgage Loans” shall mean those certain loans described on Schedule 1 attached hereto, which are secured, directly or indirectly, by the Properties and the Excluded Properties.

“MVB Loan” means the loan pursuant to the (i) Loan Agreement, dated as of December 27, 2019, as amended, by and among MVB Bank, Inc., Common Member, Broad Street and BSR Property Manager and (ii) Modification Agreement, dated March 22, 2022, by and among Common Member, Broad Street and BSR Property Manager as borrowers, MVB Bank, Inc., as lender, and Michael Z. Jacoby, as guarantor. “MVB Loan Release” shall have the meaning ascribed in Section 4.1(b)(vi).

“New Midtown Row Current Mortgage Loan” shall have the meaning ascribed in Section 4.1(b)(iii).

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“OFAC List” shall mean any list of prohibited countries, individuals, organizations and entities that is administered or maintained by OFAC, including: (i) Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), any related enabling legislation or any other similar executive orders, (ii) the List of Specially Designated Nationals and Blocked Persons (the (“SDN List”) maintained by OFAC), and/or on any other similar list (“Other Lists”) maintained by OFAC pursuant to any authorizing statute, executive order or regulation, or (iii) a “Designated National” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515.

“OP Agreement” means the Agreement of Limited Partnership of the Common Member, as amended.

“Organizational Documents” shall have the meaning ascribed in Section 3.2(b)(ii).

“Origination Fee” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Other List” shall have the meaning given to such term in the definition of “OFAC List.”

“Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act.

“Payroll Tax Executive Order” means the Presidential Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, as issued on August 8, 2020 and including any administrative or other guidance published with respect thereto by any Tax Authority (including IRS Notice 2020-65 and IRS Notice 2021-11).

“Person” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Pre-Closing Restructuring” shall have the meaning ascribed in Section 2.1(a).

“Pre-Closing Restructuring Documents” shall mean the contribution and assignment agreements, limited liability company agreement amendments and other documents attached hereto as Exhibit “B”, which collectively, effectuate the Pre-Closing Restructuring.

“Pre-Closing Tax Period” means any Tax period ending on or before the Effective Date and the portion of any Straddle Period ending on and including the Effective Date.

“Pre-Closing Taxes” means an amount, which shall not be less than zero, without duplication, equal to the sum of (A) all Taxes (including, but not limited to, U.S. federal, state and local income, sale and use, payroll or other employee-related Taxes, in each case, including interest and penalties thereon) for which any Company Entity is liable with respect to any Pre-Closing Tax Period, (B) any unpaid severance or deferred compensation obligations of any Company Entity (whether or not accrued), together with the employer portion of any payroll Taxes due on the foregoing amounts, computed as though all such amounts were due and payable as of the Closing, and (C) any payroll Taxes the payment of which was deferred by any Company Entity from any Pre-Closing Tax Period until after the Closing under the CARES Act or any similar or related legislation enacted by a Governmental Entity or pursuant to or in connection with any Payroll Tax Executive Order. For purposes of the foregoing, in the case of any Straddle Period, the amount of any Taxes based on or measured by income or receipts of any Company Entity for any Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the end of the Effective Date, and the amount of other Taxes of any Company Entity for a Straddle Period which relate to any Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of such Straddle Period ending on the Effective Date and the denominator of which is the number of days in such Straddle Period. Additionally, Pre-Closing Taxes shall be calculated on an entity-by-entity basis and a jurisdiction-by-jurisdiction basis, and shall not in any event be in an amount less than zero in any jurisdiction or for any particular Tax and shall not include any offsets or reductions for Tax assets.

“Preferred Equity Investment” shall mean an amount equal to Eighty Million and No/100 Dollars ($80,000,000.00).

“Preferred Investor” shall have the meaning ascribed in the introductory paragraph of this Agreement.

“Preferred Investor’s Closing Documents” shall have the meaning ascribed in Section 4.3.

“Preferred Investor Parties” shall mean and include, collectively but without duplication: (i) Preferred Investor; (ii) any direct or indirect owner of any beneficial interest in Preferred Investor; and (iii) any Affiliate, officer, director, or employee of Preferred Investor, or of any of their respective direct or indirect beneficial interest holders.

“Preferred Membership Interest” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Property” shall mean, individually and/or collectively, as the context may require or permit, the Avondale Shops Property, the Brookhill Azalea Property, the Colfax Avenue Property, the Greenwood Village Property, the Hollinswood Property, the Lamar Station Plaza (East) Property, the Lamar Station Plaza Property, the Midtown Row Current Property, and the Vista Shops Property.

“Property Management Agreements” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Property Owners” shall mean, individually and/or collectively, as the context may require or permit, the Avondale Shops Property Owner, the Brookhill Azalea Property Owner, the Colfax Avenue Property Owner, the Crestview Square Property Owner, the Greenwood Village Property Owner, the Hollinswood Property Owner, the Lamar Station Plaza (East) Property Owner, the Lamar Station Plaza Property Owner, the Midtown Row Current Property Owner, and the Vista Shops Property Owner.

“Recognition Agreements” means those certain recognition agreements approved by Preferred Investor and entered into as of the date hereof by and between Preferred Investor and each Mortgage Lender, each of which is listed on Schedule 4 attached hereto.

“Registration Rights Agreement” shall have the meaning ascribed in Section 4.2(i).

“Rents” shall mean fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts, and all other sums, charges, and amounts payable, or paid, by tenants under the Leases or from other occupants or users of the Property.

“Senior Foreign Political Figure” shall mean a senior official of a major non-United States political party or a senior executive of a government-owned corporation not organized within the United States, or any corporation, business or other entity that has been formed by or for the benefit of a Senior Foreign Political Figure.

“Spotswood Loan Documents” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Spotswood Property Owner” shall mean BSV Spotswood LLC, a Delaware limited liability company.

“Straddle Period” means any Tax period that includes (but does not end on) the Effective Date.

“Subsidiary” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Tax” or “Taxes” shall mean all U.S. federal, state, local, or non-U.S. income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, severance, social security (or similar), escheat or unclaimed or abandoned property, estimated, excise, severance, environmental, stamp, occupation, premium, real property, personal property, real property gains, windfall profits, customs, duties or other taxes, levies, imposts, assessments, tariffs, duties, fees, deductions, withholdings (including backup withholding), assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, whether disputed or not, imposed by any Tax Authority.

“Tax Authority” shall mean any Governmental Entity having or purporting to exercise jurisdiction with respect to any Tax or Tax Return.

“Tax Return” shall mean any return, declaration, report, claim for refund, information return or statement or other document filed or required to be filed with respect to Taxes, including any schedule or attachment thereto and including any amendment thereof.

“Tenant Deposit” shall mean all advance rents and security deposits paid or deposited by the Tenants to any Company Entity, as landlord, or any other person on any Company Entity’s

behalf pursuant to the Leases (together with any interest which has accrued thereon as required by the terms of such Lease, but only to the extent such interest has accrued for the account of the respective Tenants or as required by law).

“Tenants” shall mean all persons or entities occupying or entitled to possession of any portion of the Property pursuant to the Leases, including tenants, subtenants, and licensees.

“TI/LC CapEx Reserve” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“TIF Agreement” shall mean that certain Economic Development Agreement between BSV Lamont JCRS, LLC and the Lakewood Reinvestment Authority dated May 13, 2016, as amended by the First Amendment to Economic Development Agreement dated June 5, 2017 and the Second Amendment to Economic Development Agreement dated September 13, 2019.

“Transactions” shall mean, collectively, the transactions contemplated by this Agreement, including, without limitation, the Basis Redemption, the Pre-Closing Restructuring, the execution and delivery of the Joint Venture Agreement by the parties thereto, the Lamar Station Plaza Transactions, the Midtown Row Current Transactions, the Colfax Avenue Transactions, the Lamar Station Plaza (East) Transactions, the MVB Loan Release, the satisfaction of the Closing Conditions and the disbursement of the Closing Disbursements.

“Transfer Taxes” shall mean all transfer, excise, sales, use, value-added, registration, stamp, recording, property, documentary, filing, conveyance and similar Taxes or fees, including any interest, addition to Tax or penalties related thereto, in each case, arising out of or related to the transactions contemplated by this Agreement.

“Vista Shops Property” shall mean those certain parcels of land more particularly described on Exhibit “A-13”, and all easements and appurtenances thereto, including Vista Shops Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, all related improvements and structures located thereon, together with all licenses and permits, Contracts, Leases and all other tangible and/or intangible property related thereto.

“Vista Shops Property Owner” shall mean BSV Patrick Street LLC, a Maryland limited liability company.

“Warrants” means the penny warrants to purchase 2,560,000 shares of Common Stock issued to Preferred Investor as of the Effective Date pursuant to that certain Warrant to Purchase Common Stock by and between Broad Street and Preferred Investor dated as of the Effective Date.

“West Broad Commons Property” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“West Broad Commons Property Owner” shall mean BSV West Broad Commons LLC, a Virginia limited liability company.

“Williamsburg Property” shall have the meaning ascribed to such term in the Joint Venture Agreement.

“Williamsburg Property Owner” shall mean BSV Colonial Owner LLC, a Virginia limited liability company.

Section 1.2. Rules of Construction. Article and section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement. All references to “Article” or “Sections” without reference to a document other than this Agreement, are intended to designate articles and sections of this Agreement, and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular article or section, unless specifically designated otherwise. The use of the term “including” shall mean in all cases “including but not limited to,” unless specifically designated otherwise. No rules of construction against the drafter of this Agreement shall apply in any interpretation or enforcement of this Agreement, any documents or certificates executed pursuant hereto, or any provisions of any of the foregoing.

(a) Prior to Closing or simultaneously therewith, (i) Basis Investor has been redeemed from Broad Street BIG First OP (the “Basis Redemption”) with a portion of the net proceeds from the Preferred Equity Investment, and (ii) Common Member and certain Affiliates of Common Member effectuated the pre-closing restructuring of the Company Entities and the Properties attached hereto pursuant to the Pre-Closing Restructuring Documents (such restructuring, together with the Basis Redemption, the “Pre-Closing Restructuring”).

(b) After giving effect to the Pre-Closing Restructuring, the organizational structure of the Company, the Company Subsidiaries and the Properties is set forth on Exhibit “C” attached hereto (the “As of Closing Organizational Structure Chart”).

(c) Pursuant to the As of Closing Organizational Structure Chart, and after giving effect to the Pre-Closing Restructuring, (i) Common Member is the sole member of the Company and the legal and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in the Company, (ii) the Company owns, directly or indirectly, one hundred percent (100%) of the Company Subsidiaries and the Properties set forth in the As of Closing Organizational Structure Chart, (iii) the Property Owners own one hundred percent (100%) of the fee simple interest in the Properties as set forth in the As of Closing Organizational Structure Chart, and (iv) the Company is governed by the Existing Company LLC Agreement and the Company Subsidiaries are governed by the Existing Company Subsidiary Operating Agreements.

(d) Certain of the Properties and Excluded Properties are encumbered by one or more Mortgage Loans, as more particularly described on Schedule 1 attached hereto.

(e) Each of Common Member and the Company desires to admit Preferred Investor as a member of the Company and for the Company to receive the Preferred Equity Investment from Preferred Investor, and Preferred Investor desires to make the Preferred Equity Investment in the Company in exchange for the Preferred Membership Interest.

(f) Simultaneously with the making of the Preferred Equity Investment in the Company, (1) Preferred Investor shall be admitted to the Company as a member of the Company and (2) Common Member and Preferred Investor shall amend and restate the Existing Company LLC Agreement in the form attached hereto as Exhibit “F” (such Existing Company LLC Agreement as amended and restated, the “Joint Venture Agreement”).

Section 2.2. Preferred Equity Investment. The Company hereby accepts the Preferred Equity Investment from Preferred Investor and issues the Preferred Membership Interest to Preferred Investor (with the rights and preferences set forth in the Joint Venture Agreement), and Preferred Investor hereby makes the Preferred Equity Investment in the Company and receives the Preferred Membership Interest from the Company, subject to the terms and conditions stated herein.

Section 2.3. Payment. The Preferred Equity Investment is hereby made by Preferred Investor by payment of the Preferred Equity Investment to the Company in immediately available funds at Closing.

Section 2.4. Withholdings. Notwithstanding anything in this Agreement to the contrary, Preferred Investor shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts, if any, as may be required to be deducted or withheld therefrom under any provision of Tax law or under any other Applicable Law; provided, however, that Preferred Investor shall reasonably cooperate with Common Member to obtain available exemptions from, or reductions of, any withholding. Any such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the relevant party in respect of which such deduction or withholding was made.

Section 3.1. Preferred Investor’s Representations and Warranties. Preferred Investor hereby represents and warrants to the Company and Common Member the following:

(a) Status. Preferred Investor is a limited liability company duly organized or formed, validly existing and in good standing under the laws of the State of Delaware.

(b) Authority. The execution and delivery of this Agreement and the performance of Preferred Investor obligations hereunder have been duly authorized by all necessary action on the part of Preferred Investor and this Agreement constitutes the legal, valid and binding obligation of Preferred Investor, enforceable against Preferred Investor in accordance

with its terms, subject to equitable principles (whether applied in a proceeding at law or in equity) and principles governing creditors’ rights generally, including bankruptcy, insolvency, reorganization, moratorium or other laws.

(c) Non‐Contravention. The execution and delivery of this Agreement by Preferred Investor and the consummation by Preferred Investor of the Transactions will not (i) result in the violation of any Applicable Law or (ii) conflict with, result in a violation, breach, or default under the terms, provisions or conditions of the organizational documents of Preferred Investor or any contract, agreement or commitment to which Preferred Investor is a party or otherwise bound.

(d) Consents. No consent, waiver, approval or authorization is required from any Person (that has not already been obtained) in connection with the execution and delivery of this Agreement by Preferred Investor or the performance by Preferred Investor of the Transactions.

(e) Bankruptcy. Preferred Investor has not (i) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (ii) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (iii) made an assignment for the benefit of creditors.

(f) Patriot Act. Preferred Investor is in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the applicable reporting, record keeping and compliance requirements of the Patriot Act and other authorizing statutes, executive orders and regulations administered by OFAC, and related Securities and Exchange Commission, SRO or other agency rules and regulations, and has policies, procedures, internal controls and systems that are reasonably designed to ensure such compliance.

(g) OFAC. Neither: (i) Preferred Investor, nor any Person controlled by Preferred Investor; nor (ii) any Person who owns a controlling interest in or otherwise controls Preferred Investor; nor (iii) any subsidiary, director or officer of Preferred Investor; nor (iv) any Person for whom Preferred Investor is acting as agent or nominee in connection with this investment, is a country, territory, Person, organization, or entity named on an OFAC List, nor is a person or entity with whom U.S. persons or entities are restricted from dealing under any economic sanctions program administered or maintained by OFAC.

(h) Senior Foreign Political Figure. Preferred Investor is not a Senior Foreign Political Figure or a Close Associate of a Senior Foreign Political Figure. Preferred Investor is not controlled by a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, and none of the direct or indirect controlling owners of Preferred Investor (other than any owner(s) of any interest(s) in a publicly-traded entity) is a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure.

(i) Preferred Investor is (A) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; (B) aware that the sale of the Preferred Membership Interests, the shares of Common Stock issuable upon conversion of the Preferred Membership Interests in accordance with the terms of the Joint Venture Agreement, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (collectively, the “Securities”) is being made in reliance on a private placement exemption from registration under the Securities Act; and (C) acquiring the Securities for its own account and not with a view to, or for distributing or reselling such Securities or any part thereof, in violation of the Securities Act or any applicable state securities laws. Except as contemplated by the Registration Rights Agreement and the registration statements to be filed by Broad Street pursuant to the terms thereof, Preferred Investor does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Securities to or through any Person. Preferred Investor is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker- dealer.

(ii) Preferred Investor understands and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the offer and sale of such Securities have not been and, except for the registration rights provided for in the Registration Rights Agreement, will not be registered under the Securities Act and that such Securities may be offered, resold, pledged or otherwise transferred only (A) in a transaction not involving a public offering, (B) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (C) pursuant to an effective registration statement under the Securities Act or (D) to Broad Street or one of its Subsidiaries, in each of cases (A) through (D) in accordance with any applicable state and federal securities laws.

(iii) Preferred Investor understands that Broad Street and/or Common Member may require that such Securities will bear, in addition to any legend required by the Broad Street charter, the OP Agreement and the Delaware General Corporation Law, and any legend as required by the “blue sky” laws of any state, a legend or other restriction substantially to the following effect (it being agreed that if the Securities are not certificated, other appropriate restrictions shall be implemented to give effect to the following):

“THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF BROAD STREET REALTY, INC. (“BROAD STREET”) AND BROAD STREET OPERATING PARTNERSHIP, LP THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO BROAD STREET OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”

(iv) Preferred Investor (A) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities, (B) has evaluated the merits and risks of such investment, and (C) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. Preferred Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk. Preferred Investor understands that nothing in this Agreement or any other materials presented by or on behalf of Broad Street and/or Common Member to Preferred Investor in connection with the purchase of the Securities constitutes legal, tax or investment advice. Preferred Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.

(v) Preferred Investor acknowledges that it has had the opportunity to review the Broad Street SEC Documents and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Broad Street and/or Common Member concerning the terms and conditions of the sale of Securities and the merits and risks of investing in the Securities, (B) access to information about Broad Street and its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment, and (C) the opportunity to obtain such additional information that Broad Street and/or Common Member possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

(vi) Neither Preferred Investor nor, to the knowledge of Preferred Investor, any of its Affiliates is a “bad actor” as defined in Rule 506(d) of the Securities Act.

(j) Survival. The provisions of this Section 3.1 shall survive the Closing until the expiration of the applicable statute of limitations plus sixty (60) days. Notwithstanding the foregoing or anything contained herein to the contrary, in the event a written claim is made by Common Member prior to the expiration of the applicable survival period, such survival period shall toll with respect to such claim while such claim is outstanding until resolution of such claim in accordance with the terms of this Section 3.1(j) (including until such time as any proceeding is resolved by mutual agreement of the parties or by a final judgment of a court of competent jurisdiction).

Section 3.2. Common Member’s Representations and Warranties. Common Member represents and warrants to Preferred Investor and the Company, except as set forth in the schedules attached hereto which specifically identify the relevant section of this Agreement against which the disclosure on such schedule is made (provided that any disclosure set forth in any specific section of such schedules shall qualify any other sections of this Section 3.2 to the extent it is reasonably apparent on its face that the disclosure set forth in such section of such schedules is relevant to any such other section of this Section 3.2), that:

(i) Common Member is a limited partnership, duly organized or formed, validly existing and in good standing under the laws of the State of Delaware, and Common Member has the power and authority to execute and deliver, and to perform its obligations under, this Agreement and Common Member’s Closing Documents and to consummate the Transactions. Upon the execution and delivery of this Agreement by Common Member, this Agreement will constitute the legal, valid, and binding obligation of Common Member, enforceable against such party in accordance with its terms, subject to equitable principles (whether applied in a proceeding at law or in equity) and principles governing creditors’ rights generally, including bankruptcy, insolvency, reorganization, moratorium or other laws.

(ii) The Company is a limited liability company, duly organized or formed, validly existing and in good standing under the laws of the State of Delaware, and the Company has the power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Closing Documents to which it is a party, and to consummate the Transactions. Upon the execution and delivery of this Agreement by the Company, this Agreement will constitute the legal, valid, and binding obligation of the Company, enforceable against such party in accordance with its terms, subject to equitable principles (whether applied in a proceeding at law or in equity) and principles governing creditors’ rights generally, including bankruptcy, insolvency, reorganization, moratorium or other laws.

(iii) Each Company Subsidiary is a limited liability company duly organized or formed, validly existing and in good standing under the laws of the its state of formation. Each Property Owner is qualified to do business and in good standing under the laws of the state in which the Property that it owns, directly or indirectly, is located.

(iv) The execution, delivery and performance of this Agreement, the other Common Member’s Closing Documents, and the consummation of the Transactions by Common Member, the Company and the applicable Company Subsidiaries does not and will not (A) result in the violation of any Applicable Law, any provision of the Organizational Documents or any provision of the organizational documents of Common Member or the Company or Broad Street, (B) conflict with any order of any court or governmental instrumentality binding on Common Member or any Company Entity or Broad Street, or (C) conflict with, or result in any violation, breach or default under, the terms, provisions or conditions of any contract, agreement or commitment to which Common Member or any Company Entity or Broad Street is a party or otherwise bound.

(v) No consent, waiver, approval or authorization is required from any Person (that has not already been obtained) in connection with the execution and delivery of this Agreement or the Joint Venture Agreement by Common Member or the performance by Common Member, the Company or applicable Company Subsidiaries of its obligations under this Agreement or the Joint Venture Agreement or in connection with the consummation of the Transactions by Common Member, the Company and applicable Company Subsidiaries.

(i) The Pre-Closing Restructuring Documents attached as Exhibit “B” hereto are correct and complete copies of the Pre-Closing Restructuring Documents in each case, including all amendments, modifications and/or other supplements thereto. All Pre-Closing Restructuring Documents are in full force and effect and have not been modified, supplemented, amended or terminated and were utilized to effect the Pre-Closing Restructuring. No written notice of default has been delivered by any party to any of the Pre-Closing Restructuring Documents and there is no breach or default by any party under the Pre-Closing Restructuring Documents. The Pre-Closing Restructuring has occurred prior to, or simultaneously with, Closing in accordance with the terms, provisions and conditions of the Pre-Closing Restructuring Documents. The execution, delivery and performance of the Pre-Closing Restructuring Documents, and the consummation of the Pre-Closing Restructuring, (A) has been fully and duly authorized by all necessary corporate action, and (B) does not and will not (1) result in the violation of any Applicable Law, the Organizational Documents or any other contract, agreement or instrument or the organizational documents of Common Member or Broad Street, (2) conflict with any order of any court or governmental instrumentality binding on any Person, or (3) conflict or be inconsistent with, or result in any violation, breach or default under, the terms, provisions or conditions of any contract, agreement or commitment to which Common Member or any Company Entity or Broad Street is a party.

(ii) Common Member has made available to Preferred Investor on the Diligence Website as of the Effective Date a true, correct, and complete copy of each limited liability company or operating agreement and certificate of formation governing the management and affairs of each Company Entity, including the Existing Company LLC Agreement and the Existing Company Subsidiary Operating Agreements, and in each case, including all amendments, modifications and/or other supplements thereto (collectively, the “Organizational Documents”). All Organizational Documents are in full force and effect and have not been modified, supplemented, amended or terminated. No written notice of default has been delivered by any party to any of the Organizational Documents and there is no breach or default by any party under the Organizational Documents.

(iii) The As of Closing Organizational Structure Chart correctly depicts the ownership structure (and ownership percentages) of the Company Entities as of the Effective Date. The As of Closing Organizational Structure Chart is true, correct and complete and depicts each Person (other than stockholders of Broad Street and limited partners of Common Member) that, after giving effect to the Pre-Closing Restructuring, owns a direct or indirect interest in the Properties immediately prior to the issuance of the

Preferred Membership Interest. Common Member acknowledges that (A) Common Member is the sole record owner of the Company; and (B) the Company is the record owner of all direct and indirect Company Subsidiary Interests in each Company Subsidiary immediately prior to the issuance of the Preferred Equity Investment after giving effect to the Pre-Closing Restructuring; in each of the foregoing cases, free and clear of any liens, restrictions, warrants, options, charges, claims or encumbrances of any nature whatsoever (collectively, “Encumbrances”), except the Mezzanine Loan, and the Company Subsidiary Interests have not heretofore been collaterally assigned, pledged or otherwise hypothecated.

(iv) The Interests in the Company prior to issuance of the Preferred Equity Investment held by Common Member constitute one hundred percent (100%) of the issued and outstanding membership interests in the Company (whether common or preferred). After giving effect to the Pre-Closing Restructuring, the Company Subsidiary Interests directly or indirectly held by the Company constitute one hundred percent (100%) of the issued and outstanding membership interests in the Company Subsidiaries.

(v) The Interests and the Company Subsidiary Interests are not represented by certificates and were not issued in violation of the preemptive rights of any person or entity or any agreement or laws by which any Company Entity at the time of issuance was bound and at Closing the Interests and the Company Subsidiary Interests will not be represented by certificates and will not have been issued in violation of the preemptive rights of any person or entity or any agreement or laws by which any Company Entity at the time of issuance was bound. Upon issuance, the Preferred Membership Interest will be duly and validly authorized, issued, outstanding, fully paid, nonassessable and will be free and clear of any and all Encumbrances. The Interests are duly and validly authorized, issued, outstanding, fully paid, nonassessable and are free and clear of any and all Encumbrances. The Company Subsidiary Interests are duly and validly authorized, issued, outstanding, fully paid, nonassessable and are free and clear of any and all Encumbrances.

(vi) There are no (A) outstanding interests or securities convertible into or exchangeable or exercisable for any Interests or Company Subsidiary Interests, (B) bonds, debentures, notes or other indebtedness having the right to vote on any matters which any Company Entity may vote, (C) outstanding options, warrants, rights, contracts, commitments, understandings or arrangements by which any Company Entity is bound to issue, repurchase or otherwise acquire or retire any interests of any such entities, or (D) dividends, distributions or other amounts that have been declared and payable or are in arrears with respect to any Company Entity, the Interests or the Company Subsidiary Interests.

(vii) There are no voting trusts, voting agreements, buy-sell agreements, rights of first refusal, options or rights or obligations affecting any Company Entity, the Interests or any Company Subsidiary Interests. Preferred Investor will acquire the entire right, title and interest in, the Preferred Membership Interests free and clear of any Encumbrances. No Company Entity has any direct or indirect Subsidiary other than another Company Entity. Except for the Pre-Closing Restructuring, no Company Entity has made any transfers of the Interests or any Company Subsidiary to any Person.

(viii) As of Closing (but prior to the issuance of the Preferred Membership Interest to Preferred Investor), (A) no Person other than Common Member owns any legal or equitable interest in the Company, and (B) Common Member and the Company shall have the right, authority and power to issue the Preferred Membership Interest to Preferred Investor. As of Closing (and after giving effect to the Pre-Closing Restructuring), (A) no Person other than the Company or another Company Entity owns any legal or equitable interest in any Company Subsidiary, and (B) the Company or another Company Entity shall be the record and beneficial owner of one hundred percent (100%) of the Company Subsidiary Interests free and clear of any and all Encumbrances other than the Mezzanine Loan.

(c) Ownership of Assets; Business and Operation. Since its formation, no Company Entity has owned any assets or engaged, and currently no Company Entity does own any assets or engages, in any activity or business (including to lease, operate, manage, maintain, develop or improve), other than its direct or indirect ownership (and related operation, development and construction, leasing and financing) of another Company Entity or the Properties (together with any personal property ancillary to its ownership or leasing of the Properties). The Properties constitute all the real property owned by the Company Entities and no Company Entity owns any property or assets other than (as applicable) another Company Entity or the Property. Since its respective formation, no Company Entity has ever entered into any contract, agreement or transaction with any of its Affiliates (or any of their respective Affiliates) which will remain in effect following Closing, other than the Property Management Agreements.

(d) ERISA. Neither Common Member nor any Company Entity is an employee pension benefit plan subject to the provisions of Title IV of ERISA or subject to the minimum funding standards under Part 3, Subtitle B, Title I of ERISA or Section 412 of the Code or Section 302 of ERISA, and none of their respective assets constitute or will constitute assets of any such employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA. Neither Common Member nor any Company Entity is a “governmental plan” within the meaning of Section 3(32) of ERISA. Common Member hereby represents and warrants that the assets of the Common Member and the Company Entities are not “plan assets” of one or more “employee benefit plans” (as defined in Section 3(3) of ERISA) subject to Title I of ERISA, within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA.

(i) Neither Common Member nor its direct and indirect equity owners (other than equity owners holding public securities), nor any Company Entity, is a Person with whom U.S. persons or entities are restricted from doing business under regulations of OFAC (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or the Sectoral Sanctions Identifications List) or under any similar statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other similar governmental action.

(ii) Neither Common Member nor any Company Entity, nor to Common Member’s Knowledge any of their respective agents, consultants, distributors, partners or

other Persons acting on either Common Member’s and/or any Company Entity’s behalf or otherwise in connection, directly or indirectly, with the Properties, has taken, directly or indirectly, any action or refrained from taking any action that would constitute a violation of any Anti-Corruption Laws in relation to the Company Entities or Properties.

(iii) Neither Common Member nor any Company Entity is named by, or acting, directly or indirectly for, or on behalf of, any Person, group, entity or nation (each, a “Restricted Person”) named by, any executive order or Applicable Law, included on the “Specially Designated National and Blocked Persons List,” the Consolidated Sanctions List, or other lists maintained by OFAC, or otherwise a Restricted Person with whom a citizen or entity of the United States is prohibited to engage in this Agreement or the other Common Member’s Closing Documents (and any transactions contemplated thereby) or any other transactions by any trade embargo, economic sanction, or other prohibition of any Applicable Laws or executive order, and neither Common Member, nor Company Entity, is engaging in the Transactions, directly or indirectly, on behalf of, or instigating or facilitating the Transactions, directly or indirectly, on behalf of, any such Restricted Person in violation of any executive order or any Applicable Laws. Neither Common Member nor any Company Entity is engaging in the Transactions, directly or indirectly, in violation of any Applicable Laws relating to drug trafficking, money laundering or predicate crimes to money laundering. To Common Member’s Knowledge, none of the funds of Common Member or any Company Entity (excluding the Preferred Equity Investment) have been derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Common Member or any Company Entity (excluding equity owners holding public securities and Preferred Investor and its direct and indirect equity owners) is prohibited by any Applicable Laws or that the Transactions, this Agreement or the other Common Member’s Closing Documents is or will be in violation of any Applicable Laws.

(f) Third-Party Rights. Except for this Agreement, there is not currently in effect any contract, agreement or instrument pursuant to which any Person has been granted any rights of first refusal, rights of first offer to purchase, purchase options or other preemptive rights to purchase all or any part of any direct or indirect interest in any Company Entity or any Property, as the case may be, options to purchase all or any part of any direct or indirect interest in any Company Entity or any Property, as the case may be, or other rights whereby any individual or entity has the right to purchase all or any part any direct or indirect interest in any Company Entity or any Property.

(g) Bankruptcy. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under the Federal Bankruptcy Code or any similar Applicable Laws has been filed by, is contemplated by, or is pending against, any Company Entity, Common Member or any Broad Street Party under the Federal Bankruptcy Code or any similar Applicable Laws. Neither Common Member nor any Company Entity nor any Broad Street Party has suffered the appointment of a receiver to take possession of all or substantially all of their respective assets, suffered the attachment or other judicial seizure of all, or substantially all, of their respective assets or made an offer of settlement, extension, or composition to their respective creditors generally. Neither Common Member nor any Company Entity nor any Broad Street Party has received notice of any petition filed against Common Member or any Company Entity under the Federal Bankruptcy Code or any similar

Applicable Laws. Neither Common Member nor any Company Entity nor any Broad Street Party is now insolvent or will be rendered insolvent by any of the Transactions.

(h) Employees. Except as set forth on Schedule 17 attached hereto, no Company Entity has, or at any time since its formation has had, any employee(s) and none of the Company Entities nor any Broad Street Party is party to, or subject to, any collective bargaining or employment agreements, any union, neutrality or similar agreements and there are no such agreements with respect to any Company Entity or any Property.

(i) Financial Statements. The Financial Statements are true, accurate and complete in all material respects, are based on the books and records of the Company Entities and present fairly and accurately in all material respects in accordance with GAAP, consistently applied, the financial condition, assets and liabilities of the Company Entities at the date shown thereon and the results of operations of the Company Entities for the periods indicated thereon, as applicable. Since the date of the Financial Statements, there has been no material adverse change in the financial condition of any of the Company Entities or any of the Properties.

(ii) Undisclosed Liabilities. No Company Entity has any outstanding Liabilities of any kind or nature whatsoever, whether asserted or unasserted, known or unknown, accrued, absolute or contingent, matured or unmatured or otherwise in respect of which a Company Entity is or may be liable on or after the Effective Date except (i) for those disclosed on the Financial Statements, and (ii) trade accounts payable of the Company Entities that have accrued or arisen and will be paid in full in the ordinary course of the Company Entities’ business consistent with past practices prior to Closing.

(iii) Material Adverse Effect. There are no material facts, events, conditions or circumstances known to Common Member that has had, or could reasonably be expected to have, a Broad Street Material Adverse Effect, in each case that have not previously been expressly disclosed to Preferred Investor in writing.

(A) All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by Broad Street (or any predecessor) with the SEC since January 1, 2020 (the “Broad Street SEC Documents”) have been filed with the SEC on a timely basis, except as set forth on Schedule 3.2(i)(iv). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing): (1) each of the Broad Street SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act (as the case may be); and (2) none of the Broad Street SEC Documents contained when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted,

as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(B) The financial statements (including any related notes) contained or incorporated by reference in the Broad Street SEC Documents: (1) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (2) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (3) fairly present, in all material respects, the financial position of Broad Street as of the respective dates thereof and the results of operations of Broad Street for the periods covered thereby. No financial statements of any Person other than the other Broad Street Parties are required by GAAP to be included in the consolidated financial statements of Broad Street.

(C) Except as set forth on Schedule 18 attached hereto, Broad Street maintains effective disclosure controls (as defined by Rule 13a-15 or 15d-15 under the Exchange Act). None of the Broad Street Parties has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as described in Item 303(b) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Broad Street Parties in its published financial statements or other Broad Street SEC Documents. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Broad Street SEC Documents. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) since December 27, 2019, none of the Broad Street Parties has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Broad Street.

(D) Since December 31, 2021 through the date hereof, except as specifically contemplated by, or as disclosed in, this Agreement, the Broad Street Parties have conducted their businesses in all material respects in the ordinary course consistent with past practice and, since and through such dates, there has not been any Broad Street Material Adverse Effect.

(j) Senior Foreign Political Figure. Common Member is not a Senior Foreign Political Figure or a Close Associate of a Senior Foreign Political Figure. Common Member is not controlled by a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, and none of the direct or indirect owners of Common Member (other than any owner(s) of any interest(s) in a publicly-traded entity) is a Senior

Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure.

(k) Insurance. All insurance policies held by or on behalf of Common Member, the Company Entities or their respective Affiliates relating to or affecting the Properties are described in the certificates made available to Preferred Investor on the Diligence Website as of the Effective Date. All of such insurance policies are in full force and effect. Neither Common Member, Company Entity nor any of their respective Affiliates has received written notice of any cancellation with respect to any such insurance policies or any notice of default that remains uncured or notice threatening to cancel or terminate any of such insurance policies. There are no outstanding claims under any such insurance policies.

(l) Mortgage Loans; Debt. The Mortgage Loans are in full force and effect, and no default currently exists, and there has not been any event which, with the giving of notice or the passage of time (or both), would result in a material default under the Mortgage Loan Documents, the Highlandtown Loan Documents, the Spotswood Loan Documents, the Cromwell Field Loan Documents or the Basis Loan Documents. Neither Common Member, any Company Entity nor the Broad Street Parties has received written notice of any suits, actions, arbitrations, notices of default, claims or proceedings, at law or in equity, related to the Mortgage Loans. Common Member has made available to Preferred Investor on the Diligence Website as of the Effective Date true, correct and complete copies of all of the Mortgage Loan Documents, the Highlandtown Loan Documents, the Spotswood Loan Documents, the Cromwell Field Loan Documents and the Basis Loan Documents (and all modifications, supplements and amendments thereto) and there are no unwritten or oral modifications, supplements or amendments to the Mortgage Loan Documents, the Highlandtown Loan Documents, the Spotswood Loan Documents, the Cromwell Field Loan Documents or the Basis Loan Documents. The Mortgage Loans are fully advanced and the outstanding principal amount of each Mortgage Loan as of the Effective Date is set forth on Schedule 1 attached hereto. The balance of the reserves and escrows held by any Mortgage Lender are set forth in Schedule 1 attached hereto. Except for the Mortgage Loans or as or as set forth on Schedule 19(a) attached hereto, as of Closing, no Company Entity, Michael Jacoby or Thomas Yockey has guaranteed the obligations or performance of any other Person, nor has any Company Entity acquired or assumed unsecured debt for borrowed money, letters of credit, or similar instruments, swaps, hedges, or similar instruments, deferred purchase price for property or services, capital lease obligations or guarantees of any of the foregoing. Except for the Mortgage Loans or as set forth on Schedule 19(b) attached hereto, as of Closing, no Affiliate of Common Member or any Company Entity (including any Affiliate of Common Member) has guaranteed the obligations or performance of any Company Entity. No demand has been made on any guarantor pursuant to any guaranty or indemnity related to the Mortgage Loans. As of the Effective Date, no Company Entity has entered into, and no Property is subject to, any financing arrangement with respect to a Company Entity or any Property (or any portion thereof), including any financing arrangement either secured by or giving rise to any lien on any assets of any of the Company Entities, including the Properties, except in each case, the Mortgage Loans or any financing of equipment or other personal property used at any Property in the ordinary course of business, in each case solely to the extent expressly permitted under such applicable Mortgage Loan.

(m) Active Purchase Agreements. Each Active Purchase Agreement is in full force and effect and Common Member has provided to Preferred Investor true, correct and complete copies of the Active Purchase Agreements and all modifications, supplements and amendments thereto (whether written or oral). Neither Common Member, any Company Entity nor any Broad Street Party (i) has received any written notice of any default by any Company Entity or Broad Street Party under any Active Purchase Agreement, or (ii) is in default under any Active Purchase Agreement and, to the Knowledge of Common Member and the Broad Street Parties, there has not been any event which, with the giving of notice or the passage of time (or both), would result in a default under any Active Purchase Agreement. To the Knowledge of Common Member and the Broad Street Parties, no counterparty under any Active Purchase Agreement is in default thereunder.

(i) Common Member is not (A) a “foreign person,” “foreign trust,” “foreign partnership,” “foreign corporation” or “foreign estate” (as those terms are defined in the Code and related Treasury Regulations) or (B) classified as a disregarded entity within the meaning of Treasury Regulation Section 301.7701-3 for U.S. federal income tax purposes.

(ii) Prior to the Preferred Equity Investment, the Company was classified as a disregarded entity for U.S. federal income tax purposes and applicable state and local Tax purposes. Each Company Subsidiary is, and has been at all times since its formation, properly classified as a disregarded entity within the meaning of Treasury Regulation Section 301.7701-3 for U.S. federal income tax purposes.

(iii) No deficiency for any amount of Tax has been asserted or assessed by a Tax Authority in writing relating to the business, operations, or assets of any of Common Member or any Company Entity, and no such assessment or assertion of Tax liability is threatened in writing.

(iv) There are no audits, investigations, or judicial proceedings with respect to the business, operations, or assets of Common Member or any Company Entity that are being conducted or in progress, nor has Common Member has not received written notice from any Tax Authority that such authority intends to commence such an audit, investigation, or judicial proceeding. Neither Common Member nor any Company Entity has commenced a voluntary disclosure proceeding in any state or local or non-U.S. jurisdiction that has not been fully resolved or settled (and paid).

(v) No claim has ever been made by a Tax Authority in a jurisdiction where a Company Entity does not file Tax Returns that such entity is or may be subject to Taxes in such jurisdiction. No Company Entity is subject to Tax in any jurisdiction outside the country in which it is organized and resident by virtue of having a permanent establishment or other place of business in such jurisdiction.

(vi) Neither Common Member nor any Company Entity has waived any statute of limitations in respect of Taxes or executed or filed with the Internal Revenue Service or any other Tax Authority any agreement or document extending the period for

assessment or collection of any Taxes or for filing any Tax Return (other than any ordinary course extension of the due date for filing any Tax Return), which waiver or extension is currently in effect.

(vii) Common Member and each Company Entity has fully and timely paid any and all Taxes payable by or on behalf of any Company Entity (whether or not shown on any Tax Return) and have timely filed (taking into account applicable extensions) all Tax Returns required to be filed by or with respect to such entity and/or its assets (including any real property) and all such Tax Returns are true, correct and complete in all respects. With respect to each such entity, (A) Common Member has not received written notice that any action, suit, proceeding, or audit exists for any such Taxes and (B) no claim has been asserted by any Governmental Entity in writing against any such entity for the payment of any such additional Taxes. All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of each Company Entity.

(viii) All Taxes required by Applicable law to be withheld by Common Member and each Company Entity have been withheld and have been duly and timely paid to the proper Tax Authority, and have been duly and timely reported pursuant to applicable Tax information reporting laws.

(ix) Except as set forth on Schedule 3.2(n)(ix), neither Common Member nor any Company Entity is a party to or bound by any Tax allocation, protection, indemnification, sharing or similar agreement nor has liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provisions of state, local or non-U.S. law), as a transferee or successor, by contract or otherwise (other than agreements entered into in the ordinary course of business, the primary purpose of which does not relate to Taxes). Neither Common Member nor any Company Entity is or has ever been a member of an affiliated, consolidated, combined or unitary group filing for U.S. federal or state income Tax purposes.

(x) None of the assets of Common Member or any Company Entity nor the Preferred Membership Interest are subject to any lien(s) for Taxes other than liens for Taxes that are not yet due and payable.

(xi) Neither Common Member nor any Company Entity is or has ever been party to (A) any “reportable transaction,” as defined in Section 6707A(c)(1) of the Code and Treasury Regulation Section 1.6011-4(b) or (B) any transaction a “significant purpose of which is the avoidance or evasion of United States federal income tax” within the meanings of Sections 6662, 6662A, 6011, 6012, 6111, or 6707A of the Code or Treasury Regulations promulgated thereunder or pursuant to notices or other guidance published by the Internal Revenue Service (irrespective of the effective dates).

(xii) No Company Entity will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period (or portion thereof) beginning after the Effective Date as a result of any: (A) change in method of accounting for a Tax period ending on or prior to the Effective Date, including by reason

of the application of Section 481 of the Code (or any analogous provision of state, local or non-U.S. Tax law), (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax law) executed on or prior to the Effective Date, (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax law), (D) use of an improper method of accounting for a Tax period ending on or prior to the Effective Date, (E) installment sale or open transaction disposition made on or prior to the Effective Date, or (F) prepaid amount received or deferred revenue accrued on or prior to the Effective Date.

(xiii) Since the date of the Financial Statements, no Company Entity has made or changed any Tax election, adopted or changed any Tax accounting method, filed any amended Tax Return, entered into any Tax closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment, failed to pay any Tax that became due and payable (including estimated Tax payments), or incurred any liability for Taxes outside of the ordinary course of business.

(xiv) No Company Entity has (A) made an election to defer any “applicable employment Taxes” under Section 2302 of the CARES Act, or any similar election under state, local, or non-U.S. Law, (B) received or claimed any Tax credits under Sections 7001 through 7005 of the Families First Coronavirus Response Act (Pub. L. 116-127) or Section 2301 of the CARES Act or (C) deferred any payroll tax obligations (including those imposed by Sections 3101(a) and 3201 of the Code) pursuant to or in connection with the CARES Act or Payroll Tax Executive Order.

(o) Litigation. Except as set forth on Schedule 3.2(o), there is no action, suit, governmental action or investigation or other proceeding that has been served on Common Member, any Company Entity or any Broad Street Party, or which Common Member, any Company Entity or any Broad Street Party has received written notice of, or of which Common Member, any Company Entity or any Broad Street Party has Knowledge of, relating to (i) the Properties or the Excluded Properties, or (ii) Common Member, any Company Entity or any Broad Street Party, and to Common Member’s Knowledge, no such action, suit, governmental action or investigation or other proceeding is threatened in writing against Common Member, any Company Entity or any Broad Street Party.

(p) No Violations. Neither Common Member, any Company Entity nor any Broad Street Party has received written notice from any Governmental Entity that any of the Properties, the Excluded Properties or the Company Entities or any Broad Street Party is, and neither Common Member nor any Broad Street Party has no Knowledge that the Properties, the Excluded Properties and/or the Company Entities or any Broad Street Party are in violation in any material respect of any Applicable Laws. The Company Entities and all Broad Street Parties have complied in all material respects with all Applicable Laws and all policies, notices, and statements concerning the collection, use, processing, storage, transfer, and security of personal information in the conduct of their business with respect to, in connection with, or otherwise related to, the business of the Properties and the Excluded Properties. To the Knowledge of Common Member, neither the Company Entities nor the Broad Street Parties have (i) experienced any actual, alleged,

or suspected data breach or other security incident involving personal information in its possession or control or (ii) been subject to or received any notice of any audit, investigation, complaint, or other action by any Governmental Entity or other person concerning any Company Entity’s or Broad Street Party’s collection, use, processing, storage, transfer, or protection of personal information or actual, alleged, or suspected violation of any Applicable Law concerning privacy, data security, or data breach notification.

(i) Rent Roll. The rent roll for each Property and Excluded Property attached as Schedule 2 to this Agreement (each, a “Rent Roll”) is true, correct and complete in all material respects and includes a list of all Leases (including the square footage, base rent, additional rent, future rent increases, expiration dates and any renewal, termination or purchase options for such Leases). Each Rent Roll for such Property or Excluded Property is the same Rent Roll used by the applicable Property Owner or Excluded Property Owner for internal administration and accounting purposes in the ordinary course of business. Except as set forth on Schedule 6 attached hereto, there are no Tenant Deposits, and no base rent, fixed rent or additional rent (however defined in the Leases) in excess of one month’s rent has been prepaid under any of the Leases.

(ii) Tenant Notices. Each Tenant is open for business and is operating its leased premises as a retail store or student housing property, as applicable, in the ordinary course of business as contemplated under each applicable Lease, and except as described in Schedule 7 attached hereto, no Tenant has, or has provided notice (oral or written) to Common Member, any Company Entity or Broad Street Party that it intends to, claim hardship or seek rent relief, discontinue, close, “go-dark” or otherwise shut down its operations. Except as described on Schedule 8 attached hereto, neither Common Member, any Company Entity or any Broad Street Party has received notice (oral or written) from any Tenant alleging any ongoing dispute with respect to the Lease or the applicable leased premises or otherwise claiming hardship or seeking rent relief. To the Knowledge of Common Member, the Company Entities and the Broad Street Parties, no Tenant has (A) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (B) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (C) made an assignment for the benefit of its creditors.

(A) Common Member has made available to Preferred Investor on the Diligence Website as of the Effective Date true, correct and complete copies of all Leases (and all modifications, supplements and amendments thereto). Other than the Leases set forth in the Rent Roll, no Company Entity or Broad Street Party is currently a party to any other Leases, licenses or other similar occupancy agreements with respect to the leasing or occupancy of any of the Properties or

Excluded Properties, as applicable. None of the Company Entities or Broad Street Parties has assigned, transferred, conveyed or hypothecated its interest in and to the Leases. Each of the Leases is in full force and effect and has not been modified, supplemented or amended in any way, except for any such modification, supplement or amendment that has been made available to Preferred Investor on the Diligence Website as of the Effective Date.

(B) The only tenants of the Properties and the Excluded Properties are the tenants listed in the Rent Rolls.

(C) Except as set forth on Schedule 9 attached hereto there are no Delinquent Rents or other tenant delinquencies under the Leases. Except as set forth on Schedule 10 attached hereto, no free rent, rent abatement, rent allowance, or rent credit have been granted to any Tenants and there are no tenant inducements, improvement, allowances or costs, or similar amounts, owed to any Tenant nor is there any leasing or brokerage commissions owed to any third-party related to any Lease. No Tenant or any Company Entity or Broad Street Party is in material default or material breach under any Lease, and each Company Entity and Broad Street Party has fulfilled in all material respects all of its duties and obligations under and/or in connection with the Leases. No Property Owner or Excluded Property Owner is in possession of any security deposits under the Leases except for the Tenant Deposits set forth in the Rent Rolls.

(i) No Company Entity or Broad Street Party has received any claim, order or other written notice relating to any actual or alleged violation of, or Liability under, any Environmental Laws concerning any of the Company Entities or the Broad Street Parties, or Properties or Excluded Properties. Neither the Company Entities nor the Broad Street Parties are or has been in violation of, or has any Liability under, Environmental Laws, including with respect to any of the Properties or Excluded Properties. There is no contamination by Hazardous Materials at the Properties or Excluded Properties that requires remedial activities or would give rise to Liability. Neither the Company Entities nor the Broad Street Parties has received any written notices or information requests from governmental agencies with respect to a release of or contamination by Hazardous Materials at any of the Properties or Excluded Properties. Common Member has provided or otherwise made available to Preferred Investor on the Diligence Website as of the Effective Date true and complete copies of all Phase I and II Environmental Site Assessments and all other material environmental reports and assessments concerning the Properties and Excluded Properties which are in the possession or reasonable control of any of Common Member, the Company Entities or the Broad Street Parties.

(ii) Neither Common Member, any Company Entity nor any Broad Street Party has received any written notice of any, and there are no, pending or, to the Knowledge of Common Member or the Broad Street Parties, threatened (in writing), condemnation or eminent domain proceedings affecting the Properties or the Excluded Properties or any portion thereof.

(iii) The Properties and Excluded Properties are only managed by BSR Property Manager (other than Midtown Row) and the only fee payable with respect to the management of the Properties and Excluded Properties is as set forth in the Property Management Agreements and no written agreement with any other Person, other than BSR Property Manager pursuant to the Property Management Agreements, exists with respect to property management and/or asset management with respect to the Company Entities, the Broad Street Parties and the Properties and Excluded Properties (other than Midtown Row). Neither Common Member, any Company Entity nor the Broad Street Parties has received or given a notice of default under any Property Management Agreement. As of the Effective Date, there are no asset managers and/or asset management agreements with respect to the Company Entities, the Broad Street Parties and/or the Properties and Excluded Properties. Common Member has provided to Preferred Investor on the Diligence Website as of the Effective Date true, correct and complete copies of the Property Management Agreements (and all modifications, supplements and amendments thereto), which Property Management Agreements are listed on Schedule 3 attached hereto. There are no defaults, claims or breaches under the Property Management Agreements.

(iv) Neither Common Member, any Company Entity, nor any Broad Street Party has filed, or retained anyone to file, notices of protest against, or to commence actions to review real property Tax assessments against any of the Properties or Excluded Properties which are currently pending.

(v) Each Property Owner’s and Excluded Property Owner’s license, lease or own all right, title and interest in and to all of the personal property and intangible property necessary to operate the Properties and Excluded Properties, as applicable, in a manner substantially consistent with such Property Owners’ or Excluded Property Owners’ past practice free and clear of all liens.

(vi) Neither Common Member, Company Entity nor the Broad Street Parties (A) has received any written notice of any material default by any Company Entity or Broad Street Party under any Material Contract, and (B) is in material default under any Material Contract. The Material Contracts list attached hereto as Schedule 16 is a correct and complete list of all Material Contracts and no other written agreements exist with respect to the operation and maintenance of the Properties and Excluded Properties other than the Material Contracts, the Leases and the Property Management Agreements. To the Knowledge of Common Member and the Broad Street Parties, no counterparty under any Material Contract is in material default thereunder. Common Member has provided or otherwise made available to Preferred Investor on the Diligence Website as of the Effective Date true and complete copies of the Material Contracts.

(s) Construction. Except as set forth on Schedule 11 attached hereto, there are no contractors, subcontractors, laborers or materialmen performing work upon or functioning as labor or materialmen to improve any of the Properties or Excluded Properties that have not been paid or will not be paid all amounts due in the ordinary course of such Property Owner’s or Excluded Property Owner’s business prior to Closing.

(t) Repairs. To Common Member’s Knowledge, there are no known immediate repairs required under Applicable Law, the Leases or the Mortgage Loans at any of the Properties or Excluded Properties, except in each case as described on Schedule 12 attached hereto.

(u) TIF Agreement; Tax Agreements. Other than the TIF Agreement, there are no prepayment or regulatory tax agreements between Common Member, any Company Entity, or any Broad Street Party, on the one hand, and any regulatory authority. The TIF Agreement is in full force and effect, and no default currently exists, and there has not been any event which, with the giving of notice or the passage of time (or both), would result in a default under the TIF Agreement. Common Member has provided to Preferred Investor a true, correct and complete copy of the TIF Agreement (and all modifications, supplements and amendments thereto (whether written or oral)). The TIF Agreement is freely and fully assignable, and an accurate and complete accounting of the net income associated with the TIF Agreement for calendar year 2021 is attached hereto as Schedule 13.

(v) Survival. The parties hereto agree that (A) the Fundamental Representations and Warranties shall survive the Closing until the expiration of the applicable statute of limitations plus sixty (60) days, and (B) all representations and warranties of the Common Member and any Company Entity set forth in this Agreement and the Common Member’s Closing Documents other than the Fundamental Representations and Warranties shall survive the Closing until the date that is twelve (12) months after the Effective Date. Notwithstanding the foregoing or anything contained herein to the contrary, in the event a written claim is made by Preferred Investor prior to the expiration of the applicable survival period, such survival period shall toll with respect to such claim while such claim is outstanding until resolution of such claim in accordance with the terms of this Section 3.2(v) (including until such time as any proceeding is resolved by mutual agreement of the parties or by a final judgment of a court of competent jurisdiction).

(a) Preferred Equity Investment. The closing of the Transactions (“Closing”) shall occur concurrently with the execution and delivery of this Agreement on the Effective Date and the parties shall deliver, by electronic exchange, all items to be delivered at the Closing in accordance with the terms of this Agreement. On the Effective Date, Preferred Investor will deliver to Escrow Agent the Preferred Equity Investment (for disbursement in accordance with the Closing Statement) by Federal Reserve wire transfer of immediately available funds, less any costs or other amounts to be paid by Common Member at Closing pursuant to the terms of this Agreement. The amounts to be paid pursuant to this Section 4.1(a), including the Closing Disbursements, shall be set forth on the Closing Statement.

(b) Closing Conditions. Preferred Investor’s obligations under this Agreement shall be subject to the satisfaction, prior to or concurrently with Closing, of the following conditions (the “Closing Conditions”):

(ii) Concurrently with Closing, the consummation of the transactions contemplated under the Lamar Station Agreement and Plan of Merger shall occur and the Lamar Station Plaza Mortgage Loan shall be modified and extended on terms approved by Preferred Investor (the foregoing transactions, collectively, the “Lamar Station Plaza Transactions”);

(iii) Concurrently with Closing, the acquisition of the Midtown Row Current Property shall occur in accordance with the Midtown Row Current Purchase Agreement, the Midtown Row Current Property Owner shall be contributed to the Company as reflected on the As of Closing Organizational Chart, the Midtown Row Current Property Owner shall enter into new mortgage loan financing with respect to the Midtown Row Current Property, on terms and documentation previously approved by Preferred Investor (the “New Midtown Row Current Mortgage Loan”), and the Mezzanine Borrower shall enter into the Mezzanine Loan (the foregoing transactions, collectively, the “Midtown Row Current Transactions”);

(iv) Concurrently with Closing, the acquisition of the Colfax Avenue Property shall occur in accordance with the Colfax Avenue Purchase Agreement and the Colfax Avenue Property Owner shall be contributed to the Company as reflected on the As of Closing Organizational Chart (the foregoing transactions, collectively, the “Colfax Avenue Transactions”);

(v) Concurrently with Closing, the Lamar Station Plaza (East) Mortgage Loan shall be paid in full and released(the “Lamar Station Plaza (East) Transactions”);

(vi) Concurrently with Closing, the MVB Loan shall be paid in full and released (the “MVB Loan Release”);

(vii) Prior to Closing, all Recognition Agreements required by Preferred Investor shall have been duly executed and received by Preferred Investor;

(viii) Prior to Closing, the Basis Mortgage Loan shall have been extended for a twelve (12) month term as evidence to the satisfaction of Preferred Investor;

(ix) Prior to Closing, the applicable Company Entity shall have executed new leases from the tenants identified on Schedule 14 attached hereto (the “New Leases”), which New Leases shall not include any termination options or rental or other credits for the benefit of such tenant other than those set forth in Schedule 15 attached hereto (the “New Lease Terms”);

(x) Prior to Closing, any required approvals under the Broad Street organizational documents shall have been received by Preferred Investor;

(xi) Concurrent with Closing, five million dollars ($5,000,000) shall be disbursed to fund the TI/LC CapEx Reserve;

(xii) Concurrent with Closing, (A) two million dollars ($2,000,000), and (B) any additional amounts of the Preferred Equity Investment remaining in escrow with Escrow Agent following the disbursement and payment of the Closing Disbursements as described in this Section 4.1, shall be disbursed to the Company Holding Account;

(xiii) Prior to Closing, the Common Member’s Closing Documents shall have been duly executed and received by Preferred Investor; and

(xiv) Concurrent with Closing, Preferred Investor shall receive evidence reasonably satisfactory to Preferred Investor that the Closing Disbursements have been made in accordance with the Closing Statement and the Closing Conditions have been satisfied.

(c) Use of Proceeds. Concurrently with Closing, (i) the Preferred Equity Investment, together with the proceeds from the New Midtown Row Current Mortgage Loan and the Mezzanine Loan shall be disbursed by Escrow Agent in accordance with the Closing Statement (collectively, the “Closing Disbursements”) to (A) effectuate the Transactions in accordance with the Closing Statement, and (B) to pay all other expenses set forth on the Closing Statement, and any balance remaining after all such disbursements are made shall be deposited in to the Company Holding Account and held and applied in accordance with the terms of the Joint Venture Agreement, and (ii) each of Broad Street and Common Member shall transfer all cash held by Broad Street and Common Member to the Company Holding Account, to be held and applied (together with any amounts deposited therein in accordance with the foregoing clause (i)) in accordance with the terms of the Joint Venture Agreement.

Section 4.2. Common Member’s Closing Documents and Other Items. At Closing, except as otherwise provided below, Broad Street, Common Member and the Company, as applicable, shall deliver, or cause to be delivered, to Preferred Investor the following items (collectively, “Common Member’s Closing Documents”):

(a) Documentation to establish to Preferred Investor’s reasonable satisfaction the due authority of the Company’s issuance of the Preferred Membership Interest to Preferred Investor (including the organizational documents of Common Member, as amended from time to time, resolutions of Common Member and from the board of directors of Broad Street approving the Transactions, current certificates of good standing and current certificates of formation for the Company Entities and foreign qualification certificates for Broad Street, Common Member and each Property Owner in the jurisdiction where such Property Owner owns Properties, and such other organizational documents as Preferred Investor shall reasonably require evidencing authority for Broad Street, Common Member and the Company to consummate the Transactions and/or with respect to the Company Entities);

(b) With respect to the Company or the Company Subsidiaries, Transfer Tax forms (if any) required in the applicable jurisdiction in which the Properties owned by the Property Owners are located, including all necessary Tax Returns and other documentation with respect to all Transfer Taxes (collectively, the “Transfer Tax Forms”), duly executed by Common Member and/or the applicable Company Entity;

(d) A counterpart of the Closing Escrow Agreement, duly executed by Broad Street, Common Member and the Company;

(e) The Joint Venture Agreement, duly executed by Common Member, and the Joinder attached thereto duly executed by Broad Street;

(f) The Clearing Account Agreement, duly executed by the Company and Account Bank;

(h) Legal opinion from counsel for Broad Street in the form attached hereto as Exhibit “G”;

(i) A counterpart of the Registration Rights Agreement, duly executed by Broad Street in the form attached hereto as Exhibit “H” (the “Registration Rights Agreement”);

(j) A counterpart of the Governance Agreement, duly executed by Broad Street, Michael Jacoby and Thomas Yockey in the form attached hereto as Exhibit “I” (the “Governance Agreement”);

(k) A counterpart of the Warrant Agreement, duly executed by Broad Street in the form attached hereto as Exhibit “J” (the “Warrant Agreement”);

(l) A counterpart of the Director Indemnification Agreement, duly executed by Broad Street in the form attached hereto as Exhibit “K” (the “Director Indemnification Agreement”);

(m) Evidence reasonably satisfactory to Preferred Investor that the person executing this Agreement and the Common Member’s Closing Documents on behalf of Broad Street, Common Member and the Company, as applicable, has the full right, power and authority to do so;

(n) Evidence reasonably satisfactory to Preferred Investor that the directors and observers designated by Preferred Investor have been appointed to the Broad Street Board of Directors and added as insured parties to Broad Street’s directors and officers insurance policy;

(o) The Mezzanine Loan Documents, duly executed by the applicable Company Entities;

(p) Common area maintenance reconciliation letters for calendar year 2021 and evidence reasonably satisfactory to Preferred Investor that any amounts owed to Tenants have been paid in full;

(q) Prior to Closing, tenant estoppels in form and substance reasonably acceptable to Preferred Investor, executed by (i) all Tenants leasing more than six thousand (6000) square feet

at any individual Property (such Tenants, “Major Tenants”), plus, (ii) additional applicable Tenants occupying, in aggregate, not less than fifty percent (50%) of the remaining leased square footage of the Properties (exclusive of tenant estoppels received from Major Tenants), in each case dated not more than sixty (60) days prior to Closing;

(s) Such other documents as may be agreed upon by Common Member and Preferred Investor to consummate the Transactions, or as may be reasonably requested by Preferred Investor in connection with the Transactions.

Section 4.3. Preferred Investor’s Closing Documents and Other Items. At Closing, Preferred Investor shall deliver, or cause to be delivered, to Broad Street, Common Member or the Company, as applicable, the following items (collectively, “Preferred Investor’s Closing Documents”):

(a) The Preferred Equity Investment, by Federal Reserve wire transfer of immediately available funds to Escrow Agent;

(b) A counterpart of the Closing Escrow Agreement, duly executed by Preferred Investor;

(c) The Transfer Tax Forms (if any), duly executed by Preferred Investor if and as required in the applicable jurisdiction in which the Properties are located;

(i) A counterpart of the Closing Statement, duly executed by Preferred Investor;

(k) An Internal Revenue Service Form W-9, duly executed by Preferred Investor; and

(l) Such other documents as may be agreed upon by Common Member and Preferred Investor to consummate the Transactions.

Section 4.4. Closing Costs; Expenses. Common Member shall pay at Closing: (a) all costs and expenses, including Transfer Taxes, associated with the Pre-Closing Restructuring and the Pre-Closing Restructuring Documents; (b) all attorneys’ fees and expenses incurred by

Preferred Investor, Common Member and the Company in connection with the Transactions contemplated by this Agreement, the Pre-Closing Restructuring and the Pre-Closing Restructuring Documents; (c) the Origination Fee, (d) any fees payable in connection with the releases of the mortgages and UCC Financing Statements contemplated in Section 4.1(b) and Section 4.2; and (e) any additional costs and charges, including Transfer Taxes, customarily charged to sellers in accordance with common escrow practices in the county in which each Property is located. All such expenses shall be set forth on the Closing Statement. Except as provided in Section 4.5, Common Member shall pay all other expenses incurred in connection with this Agreement and the Transactions, including all third‐party engineering and environmental review costs, all other due diligence costs and all legal, accounting and consultant fees incurred by or on behalf of Common Member or Preferred Investor or the Company. Common Member shall indemnify and hold harmless each of Preferred Investor and the Company for any Liabilities arising under this Section 4.4 with respect to any costs or expenses required to be paid by Common Member hereunder that are not listed as line items on the Closing Statement or otherwise paid in full at Closing.

Section 4.5. Brokers. Each of Broad Street and Common Member hereby represents and warrants to Preferred Investor that neither it nor its Affiliates or representatives have engaged or worked with a broker or agent in connection with the Transactions except for Robert W. Baird & Co. and Piper Sandler & Co. (collectively, the “Company’s Broker”). Broad Street and Common Member shall be solely responsible for payment of all commissions, fees and other amounts payable to the Company’s Broker pursuant to one or more separate agreements with the Company’s Broker. Common Member represents and warrants that payment of all amounts due to the Company’s Broker in connection with the transactions contemplated hereunder are set forth on the Closing Statement. Each of Broad Street and Common Member shall indemnify and hold harmless the Company and Preferred Investor for any losses, liabilities, claims, damages and expenses, including reasonable attorney’s fees and costs incurred as a result of the breach of Broad Street’s or Common Member’s representations contained in this Section 4.5. The provisions of this Section 4.5 shall survive the Closing or, if the Transactions is not consummated, any termination of this Agreement.

(a) If, after the Effective Date, a Tax Authority asserts a claim for Taxes against any Company Entity or begins an action with respect to Tax Returns of any Company Entity for any Pre-Closing Tax period Preferred Investor shall control any such audit or Tax proceeding, and shall keep the Common Member reasonably informed of the status of such audit or Tax proceeding (including providing Common Member with copies of all material written communications received from any Tax Authority with respect to such audit or Tax proceeding as promptly as reasonably practicable after becoming aware thereof). Preferred Investor shall have sole authority to (and cause the relevant “partnership representative” and “designated individual” to) make a “push out” election under Section 6226 of the Code and the applicable regulations promulgated thereunder (and any corresponding provision of state, local or non-U.S. Tax law)) to the extent such election is available with respect to any action, audit, or proceeding related to any of the Company Entities for a Pre-Closing Tax Period, and Common Member and the Company Entities shall cooperate with Preferred Investor and provide assistance as requested by Preferred Investor in connection with the making of any such elections. In addition, the parties and the Company shall, and shall each cause their respective Affiliates to, cooperate with and provide the other with

such assistance (including providing access to books and records, signing returns, etc.) as and to the extent reasonably requested in connection with the preparation and filing of any Tax Return (including any amended Tax Return or claim for refund), determining liability for Taxes or in conducting any audit, litigation or other proceeding, in each case, with respect to Taxes imposed on or with respect to the Company, including providing copies of all relevant portions of relevant Tax Returns and related documents, and making its employees available, to the extent reasonably requested.

(b) The parties to this Agreement intend that (i) the Preferred Equity Investment be treated for U.S. federal (and applicable state and local) income tax purposes as a contribution of property to the Company in exchange for interests in the Company in a non-recognition transaction to which Section 721(a) of the Code applies, and (ii) the Company be treated as a partnership for U.S. federal (and applicable state and local) income tax purposes as of and from the beginning of the day immediately following the Effective Date in accordance with Internal Revenue Service Revenue Ruling 99-5, Situation 2. The parties to this Agreement shall report the Transactions for all Tax purposes consistently with this intended tax treatment, unless otherwise required by a Governmental Entity as a result of a “determination” within the meaning of Section 1313(a) of the Code.

(c) Preferred Investor agree to use, and agree to cause its Affiliates to use, commercially reasonable efforts to obtain any certificate or other document from any Person or take such other action as may be necessary and reasonably requested by Common Member to mitigate, reduce or eliminate any Transfer Taxes.

(d) In the event of a conflict between this Section 4.6 and any other provisions of this Agreement, the provisions of this Section 4.6 shall control.

Section 5.1. Amendment and Modification. Subject to Applicable Law, this Agreement may be amended, altered, changed, modified, rescinded or supplemented only by a written agreement signed by Preferred Investor, Common Member and the Company.

(a) From and after the Closing, Common Member shall indemnify, defend and hold harmless the Preferred Investor Parties from and against any and all Liabilities arising from or out of a breach of any of the Common Member’s or the Company’s representations or covenants set forth herein.

Section 5.3. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given (a) when

delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

2100 L Street NW, Suite 900
Washington, DC 20037
Attention: David P. Slotkin; Andrew P. Campbell
Email:dslotkin@mofo.com; andycampbell@mofo.com

300 North LaSalle
Chicago, Illinois 60654
Attention: Daniel Perlman, P.C. and Rachel Brown, P.C.
Email: daniel.perlman@kirkland.com

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attention: David Perechocky
Email: david.perechocky@kirkland.com

Section 5.4. Assignment. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties. No party shall have the right to assign this Agreement and/or its rights and obligations hereunder without the prior written consent

of the other parties, and any such prohibited assignment shall be null and void; provided, however, that notwithstanding the foregoing or anything to the contrary contained herein, Preferred Investor shall have the right to assign this Agreement to any Affiliate of Preferred Investor, in each case without the prior written consent of Broad Street, Common Member, the Company or any other Person. No assignment shall relieve the assignor of any obligations or liabilities under this Agreement. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 5.4. The obligations in this Section 5.4 shall survive the Closing or termination of this Agreement.

Section 5.5. Governing Law and Consent to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION ARISING OUT OF THIS AGREEMENT MUST BE COMMENCED BY PREFERRED INVESTOR, COMMON MEMBER OR THE COMPANY FIRST, IN THE COURT OF CHANCERY WITHIN NEW CASTLE COUNTY IN THE STATE OF DELAWARE (AND ANY APPELLATE COURT THEREOF LOCATED WITHIN SUCH COUNTY) AND TO THE EXTENT SUCH COURT OF CHANCERY (OR APPELLATE COURT THEREOF LOCATED WITHIN SUCH COUNTY) LACKS JURISDICTION OVER THE MATTER, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED WITHIN NEW CASTLE COUNTY IN THE STATE OF DELAWARE (OR APPELLATE COURT THEREOF LOCATED WITHIN SUCH COUNTY), AND EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE ABOVE COURTS IN ANY SUCH ACTION AND TO THE LAYING OF VENUE IN THE STATE OF DELAWARE. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. ANY PROCESS IN ANY SUCH ACTION SHALL BE DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO THE PARTIES AT THEIR RESPECTIVE ADDRESS DESCRIBED IN SECTION 5.3 HEREOF.

Section 5.6. Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument. Each party may deliver its signed counterpart of this Agreement to the other parties by means of electronic mail or any other electronic medium utilizing image scan technology, and such delivery will have the same legal effect as hand delivery of an originally executed counterpart.

Section 5.7. Entire Agreement. This Agreement and any other document to be furnished pursuant to the provisions hereof embody the entire agreement and understanding of the parties hereto as to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to in such documents. This Agreement and such documents supersede all prior agreements and understandings among the parties with respect to the subject matter hereof.

Section 5.8. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement, or affecting the validity or enforceability of any of the terms or provisions of this Agreement.

Section 5.9. Attorney Fees. If any action is brought by any party to this Agreement to enforce or interpret its terms or provisions, the prevailing party will be entitled to reasonable attorney fees and costs incurred in connection with such action prior to and at trial and on any appeal therefrom. The provisions of this Section 5.9 shall survive the Closing or termination of this Agreement.

Section 5.10. Payment of Fees and Expenses. Except as expressly provided in Section 4.4 hereof or in the Joint Venture Agreement, each party to this Agreement will be responsible for, and will pay, all of its own fees and expenses, including those of its counsel and accountants, incurred in the negotiation, preparation, and consummation of this Agreement and the Transactions.

(a) The parties agree that neither will issue any press release or otherwise publicize the terms of this Agreement without the written consent of the other party, except as such publicity may be made in the course of normal reporting practices by a party to its direct or indirect partners, shareholders or members or as otherwise required by law. Notwithstanding the foregoing to the contrary, (i) Preferred Investor shall be authorized to issue one or more press releases following the Effective Date containing terms satisfactory to the Preferred Investor in its sole discretion; provided, however, that Preferred Investor shall endeavor in good faith to consult with Common Member in the preparation and distribution of such press release(s) so long as such consultation does not cause unreasonable delay in connection with the preparation and distribution of such press release(s) and (ii) Preferred Investor’s prior written consent shall not be required with respect to any regulatory filings with state and/or federal securities regulatory governmental authorities (e.g., Form 10-K, Form 10-Q and Form 8-K), as long as the descriptions of the Agreement, Transactions or Preferred Investor (to the extent applicable) are substantially the same as those descriptions set forth in the Form 8-K of Broad Street dated on or about the date hereof, a copy of which has been approved by Preferred Investor. Except to the extent required under any applicable law, any modifications to the descriptions of the Agreement, Transactions or Preferred Investor (to the extent applicable) which cause such descriptions not to be substantially the same as those descriptions set forth in the Form 8-K of Broad Street dated on or about the date hereof, shall be subject to Preferred Investor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(b) Subject to the foregoing Section 5.11(a), each of the parties hereto agrees to keep the existence and contents of this Agreement and the Transactions (including the structure, terms and conditions set forth in this Agreement and the fact that the other party executed this Agreement) confidential, except as (i) may be required by a judicial or administrative proceeding or as otherwise may be reasonably deemed to be required by applicable law, rule or regulation, in which case such party will provide the other party with an advance version of any such disclosure

and the opportunity for the other party to comment thereon; and/or, (ii) on a strictly confidential and “need to know” basis, solely to its directors, officers, investors, potential financing sources and partners, employees and professional advisors (collectively, its “Representatives”) who, in such party’s reasonable judgement, need to know such information for the purposes of evaluating, negotiating or consummating the Transactions. Each party hereto will direct its Representatives to keep the same strictly confidential, and will be responsible for any breach by its Representatives.

Section 5.12. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.

Section 5.13. Limited Liability. Notwithstanding anything to the contrary contained herein, no direct or indirect, former, current or future constituent partner, shareholder or member in or agent of Preferred Investor, nor any direct or indirect advisor, trustee, director, officer, member, partner, employee, beneficiary, shareholder, participant, representative or agent of any entity that is or becomes a direct or indirect, former, current or future constituent partner, shareholder or member in Preferred Investor or an agent of Preferred Investor shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter. Common Member shall look solely to Preferred Investor’s assets, as applicable, for the payment of any claim or for any performance, and Common Member, in its own capacity and on behalf of its respective successors and assigns, hereby waive, as applicable, any and all such personal liability. This Section 5.13 shall survive the Closing without limitation.

Section 5.14. Time of Essence. Time is of the essence with respect to each of the terms of this Agreement.

Section 5.15. No Waiver. The failure of any party to insist upon strict performance of a covenant hereunder or of any obligation hereunder or to exercise any right or remedy hereunder, regardless of how long such failure shall continue, shall not be a waiver of such party’s right to demand strict compliance therewith in the future unless such waiver is in writing and signed by the party giving the same.

Section 5.16. Not an Offer. The preparation or distribution of drafts hereof by one party to the other shall not be deemed to constitute an offer and this Agreement shall only become binding and enforceable upon execution hereof by both parties.

Section 5.17. No Third Party Beneficiaries. Nothing in this Agreement is intended to benefit any third party, or create any third party beneficiary.

Section 5.18. Waiver of Consequential and Punitive Damages. Notwithstanding any provision in this Agreement to the contrary, no party will be liable to any other party for punitive, special, consequential or other speculative damages in connection with the Transactions,

this Agreement, the Closing Documents, or any other document entered into in connection therewith, except to the extent incurred pursuant to a third party claim.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

The undersigned has executed this Preferred Equity Investment Agreement as of the date first above and hereby (i) consents to Broad Street Operating Partnership, LP, a Delaware limited partnership (“Common Member”) and Broad Street Eagles JV LLC, a Delaware limited liability company (the “Company”) entering into this Preferred Equity Investment Agreement and performing their respective obligations hereunder and under the Ancillary Agreements, (ii) agrees to direct and cause each of Common Member and the Company to consummate the transactions contemplated hereby, and (iii) agrees, on a joint and several basis, to be bound by the obligations and liabilities of Broad Street Realty, Inc., a Delaware corporation, and Common Member, as set forth herein.

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BROAD STREET EAGLES JV LLC (the “Company”), dated as of November 22, 2022 (the “Closing Date”), by and among CF Flyer PE Investor LLC, a Delaware limited liability company (“Preferred Member”), Broad Street Operating Partnership, LP, a Delaware limited partnership (“Common Member”), the Independent Manager (as defined herein), and such other persons as shall hereinafter become members of the Company as hereinafter provided (Preferred Member, Common Member, and such other persons, each a “Member” and, collectively, the “Members”).

WHEREAS, the Company was formed as a Delaware limited liability company pursuant to the filing of a Certificate of Formation by an “authorized person” within the meaning of the LLC Act, in the office of the Secretary of State of the State of Delaware on October 12, 2022 (the “Certificate”), such filing being hereby ratified and approved in all respects, and on November 2, 2022, Common Member, as 100% owner of the common membership interest in the Company, executed a limited liability company agreement of the Company (the “Original LLC Agreement”);

WHEREAS, on the Closing Date, (i) Common Member contributed the equity interests of certain Subsidiaries of Common Member (such equity interests, the “Common Member Equity Interests”) to the Company and (ii) Preferred Member made an investment in the Company as set forth herein, pursuant to that certain Preferred Equity Investment Agreement (as the same may be amended from time to time, the “Investment Agreement”) dated as of the Closing Date, by and among Preferred Member, Common Member and the Company;

WHEREAS, on the Closing Date, concurrently with the execution of this Agreement, Broad Street, Preferred Member and the other parties thereto have entered into (i) that certain Governance Agreement dated as of the date hereof (as the same may be amended from time to time, the “Governance Agreement”) and (ii) that certain Registration Rights Agreement dated as of the date hereof (as the same may be amended from time to time, the “Registration Rights Agreement”);

WHEREAS, the Company wishes to admit Preferred Member as a Member of the Company; and

WHEREAS, Preferred Member and Common Member desire to amend and restate the Original LLC Agreement in its entirety to provide for the regulation and establishment of the affairs of the Company, the conduct of the Company’s business and the relations among them as Members of the Company and to continue the Company as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members and the Independent Manager hereby agree as follows:

Section 1.1 Definitions. The following terms shall have the following meanings for purposes of this Agreement:

“Account Bank” means MVB Bank, Inc. or such replacement bank as may be selected by Managing Member and approved by Preferred Member.

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments:

(a) credit to such Capital Account any amounts that such Member is obligated to restore pursuant to the Agreement or deemed to be obligated to restore pursuant to the penultimate sentence of each of Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(b) debit to such Capital Account the items described in paragraphs (4), (5) and (6) of Regulation Section 1.704-1(b)(2)(ii)(d).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with Regulations Section 1.704-1(b)(2)(ii)(d) to the extent relevant thereto and is to be interpreted consistently therewith.

“Affiliate” means, with respect to any Person, (i) any other Person who Controls, is Controlled by or is under common Control with such Person, (ii) any director or officer of such Person or any Person specified in clause (i) above, or (iii) any other Person in which such Person has a fifty percent (50%) or more beneficial interest or as to which such Person serves as a managing member, manager, general partner, trustee or in a similar fiduciary or management capacity.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as it may be amended, supplemented, restated or otherwise modified from time to time.

“Approve,” “Approved” or “Approval” means the prior written approval of Preferred Member in connection with (i) a proposed Major Action that has been proposed by Managing Member or (ii) any other action, if any, that requires consent or approval of Preferred Member pursuant to the express terms of this Agreement.

“Approved Midtown Row Property Budget” has the meaning set forth in Section 4.2(b).

“Approved New Tenants” has the meaning set forth in the definition of “Operating Income.”

“Approved Retail Property Budget” has the meaning set forth in Section 4.2(b).

“Approved Property Budget” means an Approved Retail Property Budget or Approved Midtown Row Property Budget.

“Bankruptcy Event” means, with respect to any Person, (i) the voluntary or involuntary commencement of a case by or against such Person under Title 11 of the United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, reorganization, debt arrangement, dissolution similar provision of state law now or hereafter in effect; (ii) the consent by such Person to any such case or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person; (iii) such Person makes an assignment for the benefit of creditors or agrees to a similar procedure under state law; (iv) the imposition of a judicial or statutory lien on all or a substantial part of such Person’s assets, unless the same is discharged or bonded over within twenty (20) days thereof; (v) the entry of an order for relief under the Bankruptcy Code against such Person; and/or (vi) such Person or its board of directors, members, partners or managers shall vote to implement, or otherwise consent to, any of the foregoing.

“Book Basis” means, with respect to any asset of the Company, the asset’s adjusted basis for U.S. federal income tax purposes, except as follows:

(i) The initial Book Basis of any asset contributed by a Member to the Company shall be the gross fair market value of such asset as of the date of contribution.

(ii) The Book Basis of the Company Assets shall be adjusted to equal their respective gross fair market values if Preferred Member determines to restate Capital Accounts in accordance with the Regulations.

(iii) The Book Basis of any Company Asset distributed to any Member shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined by Preferred Member.

(iv) The Book Basis of all Company Assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) of the Code or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(2)(iv)(m) and subparagraphs (vi) of the definitions of “Net Profits” and “Net Losses” herein; provided, however, that Book Basis shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv).

The Book Basis of all Company Assets shall be adjusted thereafter by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses.

“Broad Street” means Broad Street Realty, Inc., a Delaware corporation, and its successors and/or assigns.

“Broad Street Expenses” means the general/administrative and other expenses of the Broad Street Parties (other than the Company and its Subsidiaries).

“Broad Street Net Expense Budgeted Amount” means, for each month, the amount denoted as “Broad Street Net Expense Budgeted Amount” in the Approved Corporate Budget for such month.

“Broad Street Gross Receipts” means (1) with respect to the Excluded Property Owners, the net cash flow derived from the Excluded Properties after payment of property level expenses and required debt service to the extent permitted to be distributed by such Excluded Property Owner pursuant to the terms of the applicable Excluded Property Mortgage Loan Documents, and (2) with respect to all other Broad Street Parties (other than the Company and its Subsidiaries and excluding the Excluded Property Owners) all cash, proceeds, revenues and other amounts received by such Broad Street Parties, provided, however, with respect to brokerage commissions received by Broad Street Parties, Broad Street Gross Receipts shall only include the net amount of such commissions retained by the Broad Street Parties after payments of amounts due to the brokers employed by such Broad Street Party.

“Broad Street Party” means Broad Street and any of its direct or indirect Subsidiaries.

“Broad Street Realty Commercial Services” means Broad Street Realty Commercial Services, LLC, a Delaware limited liability company.

“BSV Highlandtown Investors” means BSV Highlandtown Investors LLC, a Delaware limited liability company.

“BSV Spotswood Investors” means BSV Spotswood Investors LLC, a Delaware limited liability company.

“Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are closed for commercial banking business.

“Capital Account” means, when used with respect to any Member, the capital account maintained for such Member in accordance with Section 5.4 hereof, as such capital account may be increased or decreased from time to time pursuant to the provisions of Section 5.4.

“Capital Call Notice” means a written notice to the Common Member calling for Capital Contributions.

“Capital Contribution” means the amount of money and/or the agreed upon net fair market value Approved by Preferred Member of property contributed to the Company by a Member or its predecessor in interest on the date of contribution and shall include the contributions of such Member made pursuant to Section 5.1 and any other amount expressly deemed in this Agreement to be a capital contribution.

“Capital Event” means any (i) sale, sale lease-back, exchange, ground lease of all or a material portion of any Property or Excluded Property, taking by eminent domain, payment of insurance proceeds in connection with the damage or destruction of a Property or Excluded Property (but only to the extent that such proceeds are not required by the applicable Mortgage Loan Document or Excluded Mortgage Loan Document, as applicable, to be used to repair or rebuild such Property or Excluded Property, as applicable, or otherwise used to repay the applicable Mortgage Loan, or applicable Excluded Property Mortgage Loan) or other disposition of all or any part of any Property or Excluded Property or any of the Company’s or Subsidiaries’ assets (other than tangible personal property that is not disposed of in connection with a disposition of real property), or (ii) financing or refinancing of any Company or Subsidiary indebtedness or the Excluded Property Mortgage Loans; provided, however, that the receipt by the Company of Capital Contributions shall not constitute Capital Events.

“Capital Expenditures” means any expenses at the Properties related to capital expenditures, redevelopment (related to current improvements), tenant improvements, tenant allowances and leasing commissions.

“Capitalized Preferred Return” means Preferred Return that shall accrue on and be added to the Preferred Equity Investment in any given month, in each case in accordance with this Agreement.

“Cash Flow Pledge Agreement” means that certain Cash Flow Pledge Agreement, made by Common Member, as pledgor, in favor of Preferred Member, dated as of the date hereof.

“Change of Control” means any of the following: (i) any person constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), becoming the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), other than Michael Jacoby or Thomas Yockey, directly or indirectly, of shares or other equivalents of Broad Street then outstanding and normally entitled to vote in the election of directors representing more than fifty percent (50%) of the total voting power of all classes of shares or other equivalents of Broad Street then outstanding and normally entitled to vote in the election of directors; (ii) any merger or consolidation of Broad Street or Common Member with any other person, whether or not Broad Street or Common Member is the surviving entity; (iii) the sale, lease, Transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of Broad Street and its Subsidiaries, or the Company and its Subsidiaries, in each case taken as a whole (other than a transaction constituting a Qualified Public Offering); (iv) any change in Broad Street’s ability to directly or indirectly exercise exclusive Control over Common Member and the Company (other than a change resulting from the Preferred Member’s exercise of the Takeover/Unilateral Sale Right pursuant to Section 11.4(b)); (v) Broad Street ceasing to own at least seventy percent (70%) of the limited partner interests in Common Member without the Approval of Preferred Member (which shall not be unreasonably withheld, conditioned or delayed); or (vi) Common Member ceasing to own one hundred percent (100%) of the issued and outstanding equity interests in the Company (other than the Preferred Equity Investment).

“Clearing Account Agreement” means that certain Deposit Account Control Agreement, dated as of the Closing Date, by and among the Company, Common Member, Preferred Member and Account Bank.

“Closing Date” means the date as set forth in the caption of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference herein to a particular provision of the Code shall mean, where appropriate, the corresponding provision in any successor statute.

“Common Member Contribution” means the Common Member’s Capital Contribution made or deemed made on the Closing Date in the amount set forth on Schedule 3.1 attached hereto.

“Common Member Equity Interests” has the meaning set forth in the preliminary statement.

“Common Membership Interest” means the Interest in the Company issued to the Common Member in consideration of the Common Member Contribution.

“Common Stock” means the common stock, $0.01 par value per share, of Broad Street.

“Company Assets” means all right, title and interest of the Company in and to all or any portion of the Company’s interest in the Subsidiaries, any Property (if any) and each or any other assets of the Company.

“Company Minimum Gain” has the meaning assigned the term “partnership minimum gain” in Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

“Company Nonrecourse Deductions” has the meaning given the term “nonrecourse deductions” in Regulation Section 1.704-2(b)(1) and Regulation Section 1.704-2(b)(2). The amount of Company Nonrecourse Deductions for a Fiscal Year is determined in accordance with Regulation Section 1.704-2(c).

“Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies of the Person in question (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Coral Hills Property” means those certain parcels of land more particularly described on Exhibit H, and all easements and appurtenances thereto, including Coral Hills Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, and all related improvements and structures located thereon, together with all licenses and permits, Property Contracts, Leases and all other tangible and/or intangible property related thereto, excluding the Portfolio Loan Documents.

“Coral Hills Property Owner” means BSV Coral Hills, LLC, a Maryland limited liability company.

“Crestview Square Property” means those certain parcels of land more particularly described on Exhibit I, and all easements and appurtenances thereto, including Crestview Square

Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, and all related improvements and structures located thereon, together with all licenses and permits, Property Contracts, Leases and all other tangible and/or intangible property related thereto, excluding the Portfolio Loan Documents.

“Crestview Square Property Owner” means BSV Crestview Square LLC, a Maryland limited liability company.

“Cromwell Field Loan Documents” means, collectively, all documents and instruments evidencing or securing the Cromwell Field Mortgage Loan.

“Cromwell Field Mortgage Loan” means that certain mortgage loan, granted by BVFL I FI LLC, a Delaware limited liability company, as lender, to Cromwell Field Property Owner pursuant to that certain Loan Agreement dated as of February 1, 2017, by and between BVFL I FI LLC, a Delaware limited liability company, as lender, and Cromwell Field Property Owner, as borrower, as amended.

“Cromwell Field Property” means those certain parcels of land more particularly described on Exhibit G, and all easements and appurtenances thereto, including Cromwell Field Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, and all related improvements and structures located thereon, together with all licenses and permits, Property Contracts, Leases and all other tangible and/or intangible property related thereto, excluding the Cromwell Field Loan Documents.

“Cromwell Field Property Owner” means BSV Cromwell Property LLC, a Maryland limited liability company.

“Current Preferred Return” means Preferred Return to be satisfied with a distribution to Preferred Member in accordance with this Agreement.

“Debt Service” means debt service or mandatory amortization amounts under (i) any Mortgage Loan, (ii) the Mezzanine Loan or (iii) any other secured or unsecured indebtedness incurred for money borrowed by the Company or any Subsidiary thereof Approved by Preferred Member in accordance with the terms hereof.

“Dekalb Plaza Property” means those certain parcels of land more particularly described on Exhibit J, and all easements and appurtenances thereto, including Dekalb Plaza Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, and all related improvements and structures located thereon, together with all licenses and permits, Property Contracts, Leases and

all other tangible and/or intangible property related thereto, excluding the Portfolio Loan Documents.

“Dekalb Plaza Property Owner” means BSV Dekalb LLC, a Pennsylvania limited liability company.

“Delaware Law Payment Grace Period” is defined in the definition of “Trigger Event.”

“Delaware Law Payment Default” is defined in the definition of “Trigger Event.”

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such taxable year, except that if the Book Basis of an asset differs from its adjusted basis for U.S. federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Book Basis as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for U.S. federal income tax purposes of an asset at the beginning of such taxable year is zero, Depreciation shall be determined with reference to such beginning Book Basis using any reasonable method selected by Preferred Member.

“Distribution” means any cash, securities, property or other assets distributed to a Member by the Company.

“Distribution Date” means the first (1st) calendar day of each month, and if such day is not a Business Day, then the Business Day immediately following such day.

“Employment Agreement” means that certain Employment Agreement, dated as of December 17, 2019, by and among Broad Street, Common Member and Michael Jacoby, as may be amended from time to time with the Approval of Preferred Member.

“Encumbrance” means, with respect to the Excluded Properties, any liens, restrictions, warrants, options, charges, claims or other encumbrances of any nature whatsoever.

“Entitlements” means any and all entitlements, permits and governmental approvals, including any and all building permits, special permits, rezoning, subdivisions, variances, or authorizations required by applicable law, and any and all required approvals, consents, and authorizations required under any covenants, conditions and restrictions binding on any Property.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute.

“Excluded Properties” means the Highlandtown Property, the Spotswood Property, the Cromwell Field Property and the Portfolio Properties.

“Excluded Property Certificate” shall mean a certificate delivered by Common Member and certified by an officer of Common Member, in form and substance acceptable to Preferred Member, certifying that the representations and warranties contained in Section 3.2 of the Investment Agreement remain true, correct and complete in all respects with respect to the Properties, as such term is updated herein to include only the Highlandtown Property, the Spotswood Property, the Cromwell Field Property or the Portfolio Properties, as applicable, and the Property Owners, as such term is updated herein to include only the Highlandtown Property Owner, the Spotswood Property Owner, the Cromwell Field Property Owner or the Portfolio Property Owners, as applicable.

“Excluded Property Mortgage Loans” means, collectively, the Highlandtown Mortgage Loan, the Spotswood Mortgage Loan, the Cromwell Field Mortgage Loan, and the Portfolio Mortgage Loan.

“Excluded Property Mortgage Loan Documents” means, collectively, all documents and instruments evidencing or securing each Excluded Property Mortgage Loan in effect from time to time.

“Exit Date” means the date which is five (5) years after the Closing Date, as same may be extended or accelerated pursuant to the terms hereof.

“Exit Fee” means an amount equal to (i) if payable prior to the consummation of a Qualified Public Offering, ten million dollars ($10,000,000) and (ii) if payable upon or following the consummation of a Qualified Public Offering, zero dollars ($0).

“Fiscal Year” means the calendar year ending on December 31 of each year, unless otherwise required by the Code.

“Fortress Managed Entities” shall mean any fund, account or other Person advised, managed, Controlled or sponsored, directly or indirectly, by Fortress or any of its Affiliates.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States of America, consistently applied.

“Governance Agreement” has the meaning set forth in the preliminary statement.

“Governmental Entity” means any court, tribunal, department, body, board, bureau, administrative agency, commission or other authority or instrumentality of any governmental unit, whether U.S. federal, state, local or foreign.

“Group” means, with respect to the Common Member, the Common Member and its Affiliates (other than Preferred Member or any designee of Preferred Member); provided, however, that in no event shall Preferred Member or any other Fortress Party be deemed to be part of the Common Member’s Group.

“Highlandtown Loan Documents” means, collectively, all documents and instruments evidencing or securing the Highlandtown Mortgage Loan.

“Highlandtown Mortgage Loan” means that certain mortgage loan, granted by U.S. Bank National Association, as Trustee for the Registered Holders of Comm 2013-CCRE8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, as lender, as successor-in-interest to Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership, to Highlandtown Property Owner pursuant to that certain Loan Agreement, dated as of April 17, 2013, by and between U.S. Bank National Association, as Trustee for the Registered Holders of Comm 2013-CCRE8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, as lender, and Highlandtown Property Owner, as borrower, as amended.

“Highlandtown Property” means those certain parcels of land more particularly described on Exhibit E, and all easements and appurtenances thereto, including Highlandtown Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, and all related improvements and structures located thereon, together with all licenses and permits, Property Contracts, Leases and all other tangible and/or intangible property related thereto, excluding the Highlandtown Loan Documents.

“Highlandtown Property Owner” means BSV Highlandtown LLC, a Maryland limited liability company.

“Independent Manager” means an individual who has prior experiences as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by Corporation Service Company, CT Corporation, Lord Securities Corporation, National Registered Agents, Inc., Stewart Management Company, or, if none of those companies is then providing professional independent managers, another nationally-recognized company Approved by Preferred Member, in each case that is not an Affiliate of the Company or any Fortress Party and that provides professional independent managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of the Company, any Member, any Fortress Party or any of their respective equityholders or Affiliates (other than as an Independent Manager of the Company or an Affiliate of the Company that is not in the direct chain of ownership of the Company and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Manager is employed by a company that routinely provides professional independent directors in the ordinary course of its business);

(ii) a creditor, supplier or service provider (including provider of professional services) to the Company, or any of its equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional independent managers and other corporate services to the Company or any of its equityholders or Affiliates in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(iv) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (i) by reason of being an Independent Manager of a “special purpose entity” affiliated with the Company shall be qualified to serve as an Independent Manager of the Company, provided that the fees that such individuals earns from serving as Independent Manager of affiliates of the Company in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. The same persons may not serve as Independent Manager of the Company and any Member.

“Initial Preferred Equity Investment” means an amount equal to Eighty Million and No/100 Dollars ($80,000,000.00).

“Interest” means the interest of a Member in the Company, including the right of such Member in the capital, profits and losses of, and Distributions from, the Company, and the right of such Member to any and all benefits to which such Member may be entitled under this Agreement.

“Investment Agreement” has the meaning set forth in the preliminary statement.

“Key Man Event” means the occurrence of an event where Michael Jacoby either (i) ceases to be employed as the Chief Executive Officer of Broad Street, (ii) is not actively involved in (and spending the majority of his time on) the management of the Company and direction of Broad Street on a day-to-day basis, or (iii) ceases to own an aggregate of at least 3,802,594 OP Units and shares of Common Stock (in each case, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the OP Units or Common Stock), and in the event of any of the foregoing, Broad Street failed to appoint a replacement reasonably acceptable to Preferred Member within ninety (90) days of such event.

“Lamar Station Plaza Mortgage Loan” means that certain mortgage loan, granted by CIBC Bank USA, an Illinois state chartered bank, f/k/a The PrivateBank and Trust Company, as lender, to Lamar Station Plaza Property Owner pursuant to that certain Loan Agreement, dated as of December 4, 2015, by and between CIBC Bank USA, an Illinois state chartered bank, f/k/a The PrivateBank and Trust Company, as lender, and Lamar Station Plaza Property Owner, as borrower, as amended.

“Lamar Station Plaza Mortgage Loan Extension” means that certain Third Amendment to Loan Agreement, dated as of the date hereof, by and between Lamar Station Plaza Property Owner, as borrower, and CIBC Bank USA, an Illinois state chartered bank, as lender, and that certain Allonge and First Amendment to Consolidated Amended and Restated Promissory Note, dated as of the date hereof, by and between Lamar Station Plaza Property Owner, as borrower, and CIBC Bank USA, an Illinois state chartered bank, as bank.

“Lamar Station Plaza Property Owner” means BSV Lamar West LLC, f/k/a BSV Lamont JCRS LLC, a Delaware limited liability company.

“Lamont Street Partners” means Lamont Street Partners LLC, a Delaware limited liability company.

“Lease” means any lease, sublease, license or other occupancy agreement at any Property.

“Liquidator” means (i) the Managing Member or (ii) such other Person who is appointed by the Managing Member or in accordance with applicable law to take all actions related to the winding up of the Company’s business and the distribution of the Company’s assets.

“LLC Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq., as it may be amended from time to time, and any successor to such statute.

“Major Action” or “Major Actions” has the meaning set forth in Section 4.1(a).

“Major Lease” means any Lease demising space in excess of 5,000 square feet.

“Managing Member” means the Managing Member appointed (or designated) and serving in such capacity in accordance with this Agreement, which initially shall be the Common Member.

“Material Contract” means (i) any contract with respect to tenant improvement costs and leasing costs at the Properties or Capital Expenditures in either case in which Broad Street or any Broad Street Party’s obligations exceed more than $300,000.00 in any twelve (12) months; provided, however, that, to the extent that tenant improvement costs in any Lease are approved in connection with the approval of such Lease pursuant to Section 4.2(d) and such Lease includes a specific budget for performance of tenant improvement work then any contract relating to such tenant improvement costs that is within the scope of the budget contained in such approved Lease shall not be considered a Material Contract, (ii) any other contract (A) in which Broad Street or any Broad Street Party’s obligations exceed more than $100,000.00 in any twelve (12) months, (B) that is for a term of longer than one (1) year, or (C) is not terminable on thirty (30) days’ notice without penalty, (iii) the Midtown Row Condominium Documents and (iv) the Midtown Row Property Management Agreement, and any other property management agreement, leasing agreement or development management agreement for a Property with a Person that is not BSR Property Manager.

“Member” or “Members” has the meaning set forth in the caption to this Agreement.

“Member Nonrecourse Debt” means a nonrecourse debt of the Company within the meaning of Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” means that amount determined in accordance with the principles of Regulation Section 1.704-2(i)(3) pertaining to “partner nonrecourse debt minimum gain.”

“Member Nonrecourse Deductions” means the items of loss, deduction, and expenditure attributable to Member Nonrecourse Debt within the meaning of Regulation Section 1.704-2(i)(2).

“Mezzanine Borrower” means BSR Midtown Current Parent LLC, a Delaware limited liability company.

“Mezzanine Lender” means CF Flyer Mezz Lender LLC, a Delaware limited liability company.

“Mezzanine Loan” means that certain mezzanine loan made to Mezzanine Borrower in the amount of $15,000,000 pursuant to the Mezzanine Loan Agreement, as may be extended or refinanced.

“Mezzanine Loan Agreement” means that certain Mezzanine Loan Agreement, dated as of the date hereof, by and between Mezzanine Lender, as lender, and Mezzanine Borrower, as borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mezzanine Loan Documents” means, collectively, all documents and instruments evidencing or securing the Mezzanine Loan, including the Mezzanine Loan Agreement.

“Midtown Row” means the student housing facility and retail facilities commonly known as “Midtown Row Current” and located at 201-221 Monticello Avenue, Williamsburg, Virginia and consisting of the “Residential Unit”, “Retail Unit 1” and Retail Unit 2” in the Midtown Row Condominium.

“Midtown Row Building 10 Property” means those certain parcels of land more particularly described on Exhibit K, and all easements and appurtenances thereto, including Midtown Row Building 10 Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, and all related improvements and structures located thereon, together with all licenses and permits, Property Contracts, Leases and all other tangible and/or intangible property related thereto, excluding the Portfolio Loan Documents.

“Midtown Row Building 10 Property Owner” means BSV Lamonticello Owner LLC, a Virginia limited liability company.

“Midtown Row Condominium” means the condominium established pursuant to the Midtown Row Condominium Declaration.

“Midtown Row Condominium Declaration” means that certain Declaration of Midtown Row Commercial Condominium dated as of January, 2021 and recorded February 4, 2021 in the Land Records of the City of Williamsburg and County of James City, Commonwealth of Virginia.

“Midtown Row Condominium Documents” means the Midtown Row Condominium Declaration and the by-laws of the Midtown Row Condominium and any equivalent documents governing the Midtown Row Condominium.

“Midtown Row Mortgage Loan” means that certain mortgage loan, granted by American General Life Insurance Company and The Variable Annuity Life Insurance Company, as lender, to Midtown Row Property Owner, pursuant to that certain Loan Agreement, dated as of the date hereof, by and between American General Life Insurance Company and The Variable Annuity Life Insurance Company, as lender, and Midtown Row Property Owner, as borrower.

“Midtown Row Mortgage Loan Documents” means, collectively, all documents and instruments evidencing or securing the Midtown Row Mortgage Loan as of the date hereof.

“Midtown Row Property Management Agreement” means that certain Residential Management Agreement by and between Broad Street Realty, Inc., and Bridger Corp., as property manager, dated as of December 22, 2021 relating to the “Residential Unit” in the Midtown Row Condominium.

“Midtown Row Property Owner” means BSR Midtown Current LLC, a Delaware limited liability company.

“Mortgage Loan” means, individually or collectively, as the context may require, (i) those certain mortgage loans existing as of the date hereof as described on Exhibit B made to the applicable Property Owner, secured by, among other things, a mortgage lien on the applicable Property, (ii) the New Highlandtown Mortgage Loan following the execution and origination of such loan, (iii) the New Spotswood Mortgage Loan following the execution and origination of such loan, (iv) the New Cromwell Field Mortgage Loan following the execution and origination of such loan, (v) the New Portfolio Mortgage Loan following the execution and origination of such loan and (vi) any other future mortgage or mezzanine financing or refinancing with respect to any Property Approved by Preferred Member or otherwise entered into in accordance with this Agreement.

“Mortgage Loan Documents” means, collectively, all documents and instruments evidencing or securing each Mortgage Loan in effect from time to time.

“Necessary Expenses” means any amounts necessary to be funded to the Company, in the good faith judgment of Preferred Member, (i) in connection with any situation with respect to the operation of the Company’s business, any Subsidiaries’ business or any Property where the expenditure of funds (whether to make an emergency repair or replacement or otherwise) is necessary: (A) to avoid imminent material damage to all or any material portion of such Property, (B) to protect the safety of any person from imminent harm, or (C) to remediate any fire, life safety or other items requiring immediate repairs in any property condition report or similar report or inspection of any Property, (ii) to pay any expenses set forth in an Approved Budget that is not paid from Property revenues, (iii) to pay any trade payables that are thirty (30) days past due, or (iv) for purposes of enabling the Company or any Subsidiary or any Broad Street Party to make any payment required under a Mortgage Loan or required to cure or avoid a default or any event that could reasonably be expected to result in a default under any Mortgage Loan.

“Net Capital Proceeds” means all proceeds from Capital Events received from the sale, financing, refinancing or other disposition of the Properties or Excluded Properties, and all proceeds and other cash flow generated by the Properties or Excluded Properties that does not constitute Net Cash Flow, including, for the avoidance of doubt, non-recurring cash flow and with respect to any Mortgage Loan or Excluded Property Mortgage Loan, any amounts released from reserves, escrows or holdbacks, earnout funds or any other funding of loan proceeds not required by the applicable loan documents to be applied to identified expenses of the subject Property, in each case net of (i) actual costs and expenses actually incurred in connection with the applicable

sale, financing, refinancing or disposition transaction, (ii) the repayment of applicable Mortgage Loans, Excluded Property Mortgage Loans and/or the Mezzanine Loan and (iii) any Reserves held or other use of proceeds in connection with a financing or refinancing in each case that are expressly Approved by Preferred Member; provided that “Net Capital Proceeds” shall be increased by any reduction of Reserves previously established pursuant to clause (iii) to the extent such funds are distributed to the Company or any of its Subsidiaries.

“Net Cash Flow” means all cash generated by the Properties after payment of (i) Property-level Operating Expenses actually incurred by any Property Owner and paid in accordance with the Approved Budget, (ii) Debt Service, and (iii) deposits into any Reserves required under the Mortgage Loans and the Mezzanine Loan.

“Net Losses” means, for each Fiscal Year or other period, an amount equal to the excess of (a) the Company’s items of loss and deduction for such year or other period over (b) the Company’s items of income and gain for such year or other period, determined in accordance with Section 703(a) of the Code (including all items of income, gain, loss and deduction required to be stated separately under Section 703(a)(1) of the Code), with the following adjustments:

(i) Any income of the Company that is exempt from U.S. federal income tax, and not otherwise taken into account in computing Net Losses, will be considered an item of income.

(ii) Gain or loss resulting from any disposition of any Company Asset with respect to which gain or loss is recognized for U.S. federal income tax purposes will be computed by reference to the Book Basis of such asset, notwithstanding that the adjusted tax basis of such asset may differ from its Book Basis.

(iii) Any increase or decrease to Capital Accounts as a result of any adjustment to the Book Basis of Company Assets pursuant to Regulation Section 1.704-1(b)(2)(iv)(f) shall constitute an item of income or loss, respectively.

(iv) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures under Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Losses, will be considered an item of deduction.

(v) In lieu of depreciation, amortization and other cost recovery deductions taken into account in computing taxable income or loss, there will be taken into account the Depreciation for the taxable year or other period as determined hereunder.

(vi) To the extent an adjustment to the adjusted tax basis of any of the Company Assets pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to Regulation Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Losses.

(vii) Notwithstanding any other provision of this definition, any items of income, gain, loss or deduction which are specially allocated pursuant to Section 6.2 shall not be taken into account in computing Net Losses.

The amounts of items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 6.2 shall be determined by applying rules comparable to those set forth in subparagraphs (i)-(vi) above.

“Net Operating Income” means the Operating Income for the trailing four (4) quarter period less the Operating Expenses for the trailing four (4) quarter period, each of which shall be in accordance with Preferred Member’s reasonable underwriting practices, provided that such adjustments are consistent with adjustments made by Affiliates of Preferred Member in similar preferred equity investments and commercial real estate loans with properties that are similar to the Properties, including adjustments for Operating Expense reimbursements, taxes, insurances payments, and items of a non-recurring nature.

“Net Profits” means, for each Fiscal Year or other period, an amount equal to the excess of (a) the Company’s items of income and gain for such year or other period over (b) the Company’s items of deduction and loss for such year or other period, determined in accordance with Section 703(a) of the Code (including all items of income, gain, loss and deduction required to be stated separately under Section 703(a)(1) of the Code), with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax, and not otherwise taken into account in computing Net Profits, will be considered an item of income.

(ii) Gain or loss resulting from any disposition of any Company Asset with respect to which gain or loss is recognized for federal income tax purposes will be computed by reference to the Book Basis of such asset, notwithstanding that the adjusted tax basis of such asset may differ from its Book Basis.

(vi) To the extent an adjustment to the adjusted tax basis of any of the Company Assets pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the

asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Profits.

(vii) Notwithstanding any other provision of this Paragraph, any items of income, gain, loss or deduction which are specially allocated pursuant to Section 6.2 of this Agreement shall not be taken into account in computing Net Profits.

The amounts of items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 6.2 of this Agreement shall be determined by applying rules comparable to those set forth in subparagraphs (i)-(vi) above.

“New Cromwell Field Mortgage Loan” has the meaning set forth in Section 4.11(c).

“New Highlandtown Mortgage Loan” has the meaning set forth in Section 4.11(a).

“OP Agreement” means the Agreement of Limited Partnership of the Common Member, as amended.

“Operating Distribution Waterfall” has the meaning set forth in Section 6.4(a).

“Operating Expenses” means the Company’s share of all expenditures, computed in accordance with the Approved Accounting Method (or such other accounting basis as is consistent with the methodology used in preparing the financial data delivered to Preferred Member in connection with this Agreement), of whatever kind relating to the operation, maintenance and management of the Properties and Excluded Properties that are incurred by any Property Owner or any Excluded Property Owner on a regular monthly or other periodic basis, including (without duplication) utilities, ordinary repairs and maintenance, insurance, license fees, property taxes and assessments, advertising expenses, payroll and related taxes, ground rent under any ground lease, operational equipment or other lease payments, but specifically excluding (i) depreciation, (ii) Debt Service, (iii) non-recurring or extraordinary expenses (other than Capital Expenditures), (iv) income taxes, (v) expenses incurred in connection with the making of the Preferred Equity Investment, and (vi) any item classified as an Operating Expense which is paid for by any tenant without reimbursement from any Property Owner or any Excluded Property Owner.

“Operating Income” means the Company’s share of all income actually collected, derived from the ownership and operation of the Properties and Excluded Properties from whatever source, including:

(i) (a) annualized base rental income (excluding rents allocable to any free rent period in any Lease) for the prior quarter reflected in a current rent roll for all tenants (1) in occupancy and open for business, (2) the tenants listed on Schedule J attached hereto (“Approved New Tenants”) unless such Approved New Tenants become Excluded Tenants, and (3) without duplication, other tenants under newly executed Leases to the extent that (x) such tenants have taken possession of their premises and initiated any tenant improvement work or build-out of their premises contemplated under such Lease, and (y) the actual rent commencement date under such Lease shall be scheduled to occur under the Lease within the following twelve (12) months minus (b) the annualized rental income for the prior quarter for any tenant that has (I) declared bankruptcy, (II) provided a notice of termination or store closure, (III) has failed to provide notice of renewal per tenant’s option within the time period required under their lease unless within 10 Business Days of such date such tenant is actively engaged and remains actively engaged via written proposals with landlord surrounding a lease extension, or (IV) failed to execute a renewal within three (3) months prior to the expiration of its current Lease (“Excluded Tenants”) unless otherwise agreed by Preferred Member and minus (c) any deferred income payments received which are not already excluded herein;

(iii) common area maintenance, real estate tax recoveries, utility recoveries, other miscellaneous expense recoveries and other miscellaneous income.

Notwithstanding the foregoing or anything to the contrary contained herein, “Operating Income” shall exclude rental income from Excluded Tenants, operating expense reimbursements received from Excluded Tenants at the Properties, tax reimbursements received from Excluded Tenants at the Properties, sales, use and occupancy or other taxes on receipts required to be accounted for by the borrower under any Mortgage Loan to any Governmental Entity, refunds and uncollectable accounts, sales of furniture, fixtures and equipment, interest income from any source other than the escrow accounts and/or reserve accounts required pursuant to this Agreement or the Mortgage Loan Documents and the Excluded Property Mortgage Loan Documents, insurance proceeds (other than business interruption or other loss of income insurance), any compensation paid by any Governmental Entity in connection with a condemnation in respect of all or any part of any Property or an Excluded Property (other than for a temporary condemnation), unforfeited security deposits, utility and other similar deposits, income from tenants delinquent in base rent in excess of thirty (30) days, income from tenants in bankruptcy, non-recurring or extraordinary income, including lease termination payments, and any disbursements to Mortgage Borrower and Excluded Property Mortgage Borrower from Reserves.

“Original LLC Agreement” has the meaning set forth in the preliminary statement.

“Origination Fee” means an amount equal to Eight Hundred Thousand and No/100 Dollars ($800,000.00), which shall be paid by the Company to Preferred Member in cash on the Closing Date.

“Payment Default” means any of the following: (i) the failure of the Company to (x) distribute Net Cash Flow in accordance with, and in the order of priority required by, Section 6.4(a) or, if applicable, Section 11.4(a), or (y) distribute Net Capital Proceeds in accordance with,

and in the order of priority required by, Section 6.4(c); (ii) the failure of Preferred Member to be paid, within five (5) Business Days after any Distribution Date, all accrued and unpaid Current Preferred Return due to Preferred Member on such Distribution Date; or (iii) in connection with a Trigger Event Redemption, the failure of the Company to pay to Preferred Member the full amount of the applicable Redemption Amount owed to Preferred Member, and all other sums in respect of the entire Preferred Equity Investment, in cash, on the Trigger Event Redemption Date.

“Permitted Cost Variances” means (i) with respect to any Approved Budget, total variances for all line items set forth in such Approved Budget not exceeding seven and one-half percent (7.5%) of the total amounts set forth in such Approved Budget in any Fiscal Year or Academic Year, as applicable, and (ii) with respect to any Approved Property Budget for any Property, total variances for all line items set forth in such Approved Property Budget for such Property not exceeding seven and one-half percent (7.5%) of the total amounts set forth in such Approved Property Budget for such Property in any Fiscal Year or Academic Year, as applicable.

“Person” or “person” means an individual, corporation, association, partnership, limited liability company, trust, joint venture, business trust or unincorporated organization or other entity or organization, or a Governmental Entity.

“Portfolio” means all Properties owned directly or indirectly by the Company or any Subsidiary of the Company.

“Portfolio Loan Documents” means, collectively, all documents and instruments evidencing or securing the Portfolio Mortgage Loan.

“Portfolio Lender” means BIG Real Estate Finance I, LLC, a Delaware limited liability company.

“Portfolio Mortgage Loan” means that certain mortgage loan, granted by Portfolio Lender, as lender, to each of the Portfolio Property Owners, pursuant to that certain Amended and Restated Loan Agreement, dated as of December 27, 2019, by and between Portfolio Lender, as lender, and each Portfolio Property Owner, collectively, as borrowers.

“Portfolio Properties” means, collectively, each of the Crestview Square Property, the Coral Hills Property, the Dekalb Plaza Property, the Midtown Row Building 10 Property, the West Broad Commons Property and the Williamsburg Property.

“Portfolio Property Owners” means, collectively, each of the Crestview Square Property Owner, the Coral Hills Property Owner, the Dekalb Plaza Property Owner, the Midtown Row Building 10 Property Owner the West Broad Commons Property Owner and the Williamsburg Property Owner.

“Preferred Early Redemption Date” has the meaning set forth in Section 11.1(a).

“Preferred Equity Documents” means (i) the Investment Agreement, (ii) the Contribution and Assignment of Membership Interests Agreement, between the Common Member and the Company, (iii) the Contribution and Assignment of Membership Interests Agreement, between Broad Street Big First OP LLC and the Company, and (iv) all documents and certificates contemplated thereby or delivered in connection therewith as necessary to effectuate Closing (as defined in the Investment Agreement).

“Preferred Equity Investment” means with respect to Preferred Member, (i) the amount of Capital Contributions contributed to the Company by Preferred Member at any point in time pursuant to the provisions hereof (including pursuant to Sections 5.1(a) and 11.5 hereof) plus (ii) the accrued Capitalized Preferred Return. The parties acknowledge that (A) as of the Closing Date, Preferred Member has funded the Initial Preferred Equity Investment to the Company and (B) notwithstanding anything herein to the contrary, Preferred Member shall have no obligation to fund any Capital Contributions to the Company in excess of the Initial Preferred Equity Investment. The amount of the Initial Preferred Equity Investment is reflected on Schedule 3.1 attached hereto (as the same may be updated from time to time in accordance with the terms of this Agreement to reflect the then-current amount of the Preferred Equity Investment, provided that the failure to so update Schedule 3.1 shall in no way impact or affect the actual amount of the Preferred Equity Investment).

“Preferred Member” has the meaning set forth in the caption to this Agreement.

“Preferred Membership Interest” means the Interest in the Company issued to Preferred Member in consideration of Preferred Member’s Preferred Equity Investment.

“Preferred OP Units” means the OP Units designated as Series A Preferred Partnership Units under the OP Agreement.

“Preferred Return” means a return on any outstanding Preferred Equity Investment, payable in arrears, compounded monthly and calculated on the basis of a 360-day year and the actual number of days elapsed, equal to:

(i) commencing on the Closing Date and continuing through the first anniversary of the Closing Date, twelve percent (12.0%) per annum, consisting of five percent (5%) Current Preferred Return and seven percent (7%) Capitalized Preferred Return;

(ii) commencing on the first anniversary of the Closing Date and continuing through the second anniversary of the Closing Date, thirteen percent (13.0%) per annum, consisting of five percent (5%) Current Preferred Return and eight percent (8%) Capitalized Preferred Return;

(iii) commencing on the second anniversary of the Closing Date and continuing through the third anniversary of the Closing Date, fourteen percent (14.0%) per annum, consisting of five percent (5%) Current Preferred Return and nine percent (9%) Capitalized Preferred Return;

(iv) commencing on the third anniversary of the Closing Date and continuing through the fourth anniversary of the Closing Date, fifteen percent (15.0%) per annum, consisting of five percent (5%) Current Preferred Return and ten percent (10%) Capitalized Preferred Return;

(v) commencing on the fourth anniversary of the Closing Date and continuing through the fifth anniversary of the Closing Date, sixteen percent (16.0%) per annum, consisting of five percent (5%) Current Preferred Return and eleven percent (11%) Capitalized Preferred Return; and

(vi) commencing on the fifth anniversary of the Closing Date and continuing until the full Redemption Amount has been received by Preferred Member, nineteen percent (19.0%) per annum until the sixth anniversary of the Closing Date plus an additional three percent (3.0%) per annum commencing on the sixth anniversary of the Closing Date and on each subsequent anniversary thereafter (i.e. the Preferred Return is increased by an additional 3% per annum on the sixth anniversary of the Closing Date and on each subsequent anniversary of the Closing Date thereafter until the Redemption Amount is paid in full), all of which shall be Current Preferred Return.

For the avoidance of doubt, an illustrative payment schedule with respect to the Preferred Return is attached as Schedule A hereto. Notwithstanding the foregoing or anything to the contrary contained herein, at all times prior to the consummation of the Portfolio Transfer, (a) the Preferred Return shall be the amount set forth hereinabove in subsections (i) through (vi) plus four and three quarters percent (4.75%), (b) the Current Preferred Return will remain the same as set forth hereinabove in items (i) through (v), and (c) the Capitalized Preferred Return shall be the amount set forth hereinabove in subsections (i) through (v), plus four and three quarters percent (4.75%).

“Priority Return Rate” means the lesser of (i) the maximum rate permitted by applicable law and (ii) the rate equal to the sum of the then-applicable Preferred Return plus four percent (4%) per annum, compounded monthly and calculated on the basis of a 360-day year and the actual number of days elapsed; provided, that return on any outstanding Preferred Equity Investment while the Priority Return Rate is in effect shall be payable in cash as Current Preferred Return.

“Prohibited Transferee” means (a) any Mortgage Lender or any Affiliate of any Mortgage Lender or (b) any Person (i) who is the subject of any pending Bankruptcy Event, (ii) who is a minor or (iii) who otherwise lacks legal capacity.

“Property” means individually or collectively as the context may require, (i) the real properties listed on Exhibit A hereto which are owned by a Subsidiary of the Company as of the date hereof, (ii) following the consummation of the Highlandtown Transfer, the Highlandtown Property, (iii) following the consummation of the Spotswood Transfer, the Spotswood Property, (iv) following the consummation of the Cromwell Field Transfer, the Cromwell Field Property, (v) following the consummation of the Portfolio Transfer, the Portfolio Properties, and (vi) any additional real property or interests in real property acquired by the Company or any Subsidiary following the date hereof in accordance with the terms of this Agreement.

“Property Contracts” means the contracts, equipment leases, purchase orders, maintenance, service, and similar contracts and other agreements which any Property Owner is a party to, or relating to the ownership, operation, construction, repair and/or maintenance of any Property.

“Property Management Agreement” has the meaning set forth in Section 4.2(e).

“Property Management Agreement Side Letter” means that certain Property Management Agreement Side Letter, by and among BSR Property Manager, Preferred Member, each Property Owner and Preferred Member, dated as of the date hereof.

“Property Owner” means (i) the entities listed on Exhibit A next to the applicable Property owned by such entity, (ii) following the consummation of the Highlandtown Transfer, Highlandtown Property Owner, (iii) following the consummation of the Spotswood Transfer, Spotswood Property Owner, (iv) following the consummation of the Cromwell Field Transfer, the Cromwell Field Property Owner and (v) following the consummation of the Portfolio Transfer, the Portfolio Property Owners.

“Proposed Midtown Row Property Budget” has the meaning set forth in Section 4.2(b).

“Proposed Retail Property Budget” has the meaning set forth in Section 4.2(b).

“Protective Loan Return” means the lesser of (i) the maximum rate permitted by applicable law and (ii) twenty (20%) per annum, compounded monthly and calculated on the basis of a 360-day year and the actual number of days elapsed.

“Protective Provisions” shall mean, individually or collectively, as context may require, each of Section 3.2, Section 3.7, Article IV, Section 5.1, Section 6.3 (other than a Payment Default as provided in subsection (vii) of the definition of “Trigger Event”), Section 6.4 (other than a Payment Default as provided in subsection (vii) of the definition of “Trigger Event”), Article VII, Section 9.1, Section 9.3, Section 10.1, Section 11.1, Section 11.2, Section 11.3, Section 11.4, Section 11.5, Section 11.7, Section 11.8, and Section 11.9.

“Qualified Public Offering” means an underwritten public offering of Common Stock listed on the New York Stock Exchange, the NYSE American, the Nasdaq Global Market, or the Nasdaq Global Select Market with gross proceeds to Broad Street of not less than $150.0 million from shares issued to unaffiliated third parties (which proceeds may not be used for purposes of paying dividends to, or redeeming or repurchasing shares from, existing Broad Street shareholders, in each case until Preferred Member has received payment in full of the Redemption Amount), with a minimum of 35% thereof issued to institutional investors (as reasonably determined in good faith by Preferred Member and Common Member) (excluding (i) the Common

Stock held by Preferred Member after giving effect to the conversion of its Warrants and (ii) any “green shoe” options exercised by the underwriters in such offering); provided, that, notwithstanding the foregoing, in no event shall the Company or any other Broad Street Party effect a Qualified Public Offering if the IPO Price is less than the Minimum IPO Price, without the Approval of Preferred Member, which Approval may be granted or withheld in the sole discretion of Preferred Member (but, in any case, subject to the requirement to issue Additional Shares to Preferred Member in accordance with Section 11.2(b), which shares shall be issuable even if the IPO Price is less than the Minimum IPO Price and such Qualified Public Offering was Approved by Preferred Member).

“Qualified Public Offering Failure” has the meaning set forth in Section 11.3.

“Recognition Agreements” means any recognition agreement entered into by Preferred Member with a lender under a Mortgage Loan.

“Redemption Amount” means with respect to Preferred Member, the sum of: (i) all outstanding Protective Loans, together with all accrued and unpaid Protective Loan Return; plus (ii) the as of yet unredeemed balance of the Preferred Equity Investment; plus (iii) an amount equal to the greater of (x) all accrued and unpaid Preferred Return, including all accrued and unpaid Capitalized Preferred Return and including Preferred Return accrued at the Priority Return Rate in accordance with Section 11.4(a), if any, and (y) a 1.40x minimum multiple on the amount of all Protective Loans and Capital Contributions made by Preferred Member (for the avoidance of doubt, the amount of Capital Contributions of Preferred Member shall be computed without regard to any net funding of the Origination Fee, Exit Fee or any other fees paid as of the Closing Date or otherwise) to the Company at any point in time pursuant to the provisions hereof (including pursuant to Sections 5.1(a) and 11.5 hereof); provided, however, (A) for purposes of calculating if the foregoing multiple has been achieved, the Origination Fee and any other fees received by Preferred Member are ignored but the Warrant Value is taken into account; (B) if a Qualified Public Offering is consummated, then the foregoing multiple shall be reduced to 1.30x; and (C) for purposes of this clause (iii), the portion of the Preferred Equity Investment converted into Common Stock in the Conversion, if any, shall be treated as a repayment of (and valued at) the Conversion Amount notwithstanding the fluctuation in the price of such Common Stock); plus (iv) all other payments, fees, costs and expenses due or payable to Preferred Member under this Agreement, including the Exit Fee and any unpaid Preferred Member Expenses.

“Registration Rights Agreement” has the meaning set forth in the preliminary statement.

“REIT” means a “real estate investment trust” as defined in Sections 856(a) of the Code.

“Reserves” means (i) the TI/LC Capex Reserve, (ii) the Interest Reserve, (iii) any reserve account required to be maintained by a Property Owner pursuant to the terms of any applicable Mortgage Loan Documents and (iv) any other reserves established by the Managing

Member with the approval of Preferred Member in amounts that the Managing Member reasonably determines are necessary, appropriate or advisable to be retained by the Company to pay expenses, obligations, or liabilities, contingent or otherwise, of the Company or any Subsidiary, whether in the nature of operating or capital expenses.

“Retail Portfolio” means all Excluded Properties and all other Properties owned directly or indirectly by the Company or any Subsidiary of the Company, except for Midtown Row.

“Revised Partnership Audit Provisions” means Sections 6221 through 6241 of the Code (and similar provisions of state and local law).

“Senior Executive” means, with respect to Common Member or Broad Street, the chief executive officer, president, chief financial officer or person(s) holding an equivalent position but with a different title with respect to such Member.

“Spotswood Loan Documents” means, collectively, all documents and instruments evidencing or securing the Spotswood Mortgage Loan.

“Spotswood Mortgage Loan” means that certain mortgage loan, granted by US Bank National Association TR, as successor-in-interest to Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership, as lender, to Spotswood Property Owner, as successor-by-merger to Spotswood Valley Center, LLC, a Delaware limited liability company, pursuant to that certain Loan Agreement, dated as of June 13, 2013, by and between US Bank National Association TR, as successor-in-interest to Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership, as lender, and Spotswood Property Owner as successor-by-merger to Spotswood Valley Center, LLC, a Delaware limited liability company, as assigned and modified by that certain Consent, Ratification, Assumption and Modification Agreement dated as of June 4, 2021, as amended.

“Spotswood Property” means those certain parcels of land more particularly described on Exhibit F, and all easements and appurtenances thereto, including Spotswood Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, and all related improvements and structures located thereon, together with all licenses and permits, Property Contracts, Leases and all other tangible and/or intangible property related thereto, excluding the Spotswood Loan Documents.

“Spotswood Property Owner” means BSV Spotswood LLC, a Maryland limited liability company.

“Subsidiary” means any entity Controlled by the Company or owned directly or indirectly by the Company, including each Property Owner.

“Takeover/Unilateral Sale Right” has the meaning set forth in Section 11.4(b).

“Total Yield” means (i) Net Operating Income divided by (ii) the sum of (x) the outstanding Redemption Amount plus (y) the outstanding balances of (A) the Mortgage Loans, (B) the Excluded Property Mortgage Loans and (C) the Mezzanine Loan.

“Trigger Event” means (i) fraud, gross negligence, willful misconduct, criminal acts or intentional misappropriation of funds in violation of the terms of this Agreement relating to or affecting the Company, in each case with respect to any Property, Broad Street or any other Broad Street Party; (ii) a Bankruptcy Event with respect to any Broad Street Party, except for an involuntary bankruptcy that is dismissed within ninety (90) days of commencement thereof and that was not consented to, solicited or caused to be solicited by any petitioning creditors by Broad Street or any Broad Street Party; (iii) a material breach (beyond any applicable notice and cure periods expressly provided herein) of the Protective Provisions by the Company or any other Broad Street Party; (iv) (A) the occurrence of a monetary default or material non-monetary default under any Mortgage Loan or Excluded Property Mortgage Loan or the Mezzanine Loan, or (B) the occurrence of any default under any Mortgage Loan with respect to which Preferred Member has exercised cure rights pursuant to the terms of a Recognition Agreement; (v) if the Total Yield as of the end of any calendar quarter is less than the minimum total yield for such quarter as set forth Schedule F attached hereto; (vi) failure to comply with the requirements under Section 11.2, Section 11.3 or Section 11.4; (vii) any Payment Default with respect to the Preferred Equity Investment (including failure to pay Distributions on the Preferred Equity Investment or other distributions in cash as and when required or failure to make any payment upon a Mandatory Redemption), excluding the failure to pay Distributions on the Preferred Equity Investment to the extent such payments would cause a violation of Delaware law (a “Delaware Law Payment Default”); provided that if any such Delaware Law Payment Default is not remedied in full within three (3) months (such period, the “Delaware Law Payment Grace Period”) it shall constitute a “Trigger Event” for all purposes hereunder notwithstanding if the failure to pay would cause a violation of Delaware law; provided, further, a failure of Preferred Member to be paid the then accrued and unpaid Current Return, within five (5) Business Days after any Distribution Date shall not be considered a Trigger Event to the extent that (x) such payment is made within two (2) Business Days after the expiration of such five (5) Business Day period and (y) the Company has not failed to make such a payment within five (5) Business Days of any other Distribution Date

during the preceding twelve (12) months; (viii) the occurrence of a Change of Control; (ix) the failure to satisfy the Excluded Properties Covenant, each as applicable, on or prior to the Highlandtown Property Outside Date, the Spotswood Property Outside Date, the Cromwell Field Property Outside Date, and the Portfolio Properties Outside Date, as applicable, in each case in accordance with Section 4.11 hereof, or any other disposition of the Excluded Properties without the Approval of Preferred Member; (x) the occurrence of a Key Man Event; (xi) if any Senior Executive of Common Member or Broad Street is indicted of a felony (excluding minor felonies related to operation of motor vehicles while impaired) and Common Member or Broad Street, as applicable, has failed to appoint a replacement of such Senior Executive reasonably acceptable to Preferred Member within ninety (90) days of such indictment; (xii) a Capital Contribution Default; (xiii) the occurrence of a material breach or material default by any Broad Street Party under the Investment Agreement, the Cash Flow Pledge Agreement, or the Governance Agreement, (xiv) any material breach by Common Member or Michael Jacoby of Section 3.7; or (xv) any material breach by Michael Jacoby of Sections 10(b), (c) or (d) of the Employment Agreement.

“Trigger Event Redemption Date” has the meaning set forth in Section 11.1(c).

“Warrant Value” means, for purposes of calculating the Redemption Amount, an amount equal to 50% of the product obtained by multiplying (i) the number of Warrants and (ii) (x) the public offering price per share of Common Stock in a Qualified Public Offering, less the exercise price of such Warrants, or (y) the consideration received per share of Common stock in a sale transaction, valued as the fair market value of such consideration, less the exercise price of such Warrants, or (z) if, as of the applicable time, neither a Qualified Public Offering nor a sale transaction has occurred or will occur concurrently with the payment of the full Redemption Amount, zero ($0).

“Warrants” means the penny warrants to purchase 2,560,000 shares of Common Stock issued to Preferred Member as of the Closing Date pursuant to that certain Warrant to Purchase Common Stock by and between Broad Street and Preferred Member dated as of the Closing Date.

“West Broad Commons Property” means those certain parcels of land more particularly described on Exhibit L, and all easements and appurtenances thereto, including West Broad Commons Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto, and all related improvements and structures located thereon, together with all licenses and permits, Property Contracts, Leases and all other tangible and/or intangible property related thereto, excluding the Portfolio Loan Documents.

“West Broad Commons Property Owner” means BSV West Broad Commons LLC, a Virginia limited liability company.

“Williamsburg Property” means those certain parcels of land more particularly described on Exhibit M, and all easements and appurtenances thereto, including Williamsburg Property Owner’s right, title and interest in and to all rights-of-way, open or proposed streets,

alleys, easements, strips or gores of land adjacent thereto, and all related improvements and structures located thereon, together with all licenses and permits, Property Contracts, Leases and all other tangible and/or intangible property related thereto, excluding the Portfolio Loan Documents.

“Williamsburg Property Owner” means BSV Colonial Owner LLC, a Virginia limited liability company.

Section 1.2 Terms Generally. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless otherwise expressly specified, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “hereunder” “herein” and words of similar import shall mean this entire Agreement as a whole unless reference to a specific section of this Agreement is made. All references in this Agreement to a section or article shall mean a section or article of this Agreement, unless otherwise expressly specified. Any article or section titles or captions contained in this Agreement are for convenience of reference only and shall not be considered in interpreting this Agreement.

Section 2.1 Formation. The Company is a limited liability company which was formed pursuant to the filing of the Certificate on October 12, 2022. Preferred Member and Common Member hereby agree to continue the Company as a limited liability company and to enter into this Agreement. This Agreement amends, restates, supersedes and replaces the Original LLC Agreement in its entirety. The Managing Member is hereby designated as an authorized person, within the meaning of the LLC Act, to execute, deliver and file any amendments and/or restatements thereof and any other certificates necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The execution by the Managing Member of any of the foregoing certificates (and any amendments and/or restatements thereof) shall be sufficient.

Section 2.2 Name. The Company shall conduct its activities under the name of Broad Street Eagles JV LLC.

Section 2.3 Term. The term of the Company shall continue in perpetuity, unless the Company is sooner dissolved in accordance with Article VIII of this Agreement or the LLC Act. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate in accordance with the LLC Act.

(a) The purpose of the Company shall be to conduct and engage in the following activities (or to cause the conduct and engagement in the following activities): (i) to own, acquire, hold, manage, service, encumber, finance, refinance, develop, administer, maintain, lease, repair,

transfer, assign, sell, restructure or otherwise dispose of the Properties, directly or indirectly through ownership of, and/or in its capacity as a member or partner of, any Subsidiaries, (ii) to conduct such other lawful business activities related or incidental thereto, and (iii) to exercise all powers enumerated in the LLC Act necessary, incidental or related to the conduct, promotion or attainment of the purposes set forth herein and for the protection and benefit of the Company and its assets. Unless Approved by Preferred Member, the assets of the Company shall be limited to (i) the Properties, directly or indirectly through any Subsidiaries, and (ii) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Company and its Subsidiaries.

(b) The Company is authorized and empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to, or convenient for the furtherance and accomplishment of its purposes and for the protection and benefit of the Company, including all acts and things permitted under the LLC Act and this Agreement.

(c) All of the foregoing purposes and powers may be exercised, if at all, subject to the limitation, in each case, that if such action constitutes a Major Action, the Approval of Preferred Member must be obtained.

(d) The Company is hereby authorized to execute, deliver and perform, and the Managing Member, signing in its capacity as managing member, as the Company’s sole member or in any other capacity, acting alone, on behalf of the Company is hereby authorized to execute and deliver, the Preferred Equity Documents and all documents, agreements, certificates, or financing statements contemplated thereby as of the Closing Date, and in each case as necessary to effectuate Closing (as defined in the Investment Agreement), but subject to the terms and restrictions thereof, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Managing Member to enter into other agreements on behalf of the Company, in each case subject to the terms and conditions hereof, or a restriction on any of the rights or powers of the Preferred Member in this Agreement or in the Preferred Equity Documents.

Section 2.5 Place of Business; Registered Office and Registered Agent. The Company shall maintain a registered office c/o InCorp Services, Inc., 919 North Market Street, Suite 950, Wilmington, Delaware 19801. The Company shall maintain an office and principal place of business at c/o Broad Street Realty, Inc., 7250 Woodmont Ave., Suite 350, Bethesda, Maryland 20814, or at such other place as may from time to time be determined as its principal place of business by Managing Member. The name and address of the Company’s registered agent as of the date of this Agreement are InCorp Services, Inc., 919 North Market Street, Suite 950, Wilmington, Delaware 19801.

Section 3.1 Name and Address. The name, address and initial Capital Contributions of each of the Members as of the date of this Agreement are set forth on Schedule 3.1 hereto. Such Schedule shall be amended by the Managing Member to reflect the admission or withdrawal of a

Member, the transfer or assignment of Interests in accordance with the terms of this Agreement, additional Capital Contributions and other modifications to or changes in the information set forth therein, in each case without the consent of the Members. Managing Member shall promptly distribute such amendments in writing to each of the Members upon the occurrence of any of the foregoing events.

Section 3.2 Limitation of Liability; Indemnification. Subject to Section 3.3, each Member’s liability to the Company, to any other Member or to any other third party shall be limited to the maximum extent permitted by law. Neither a Member nor Managing Member shall have any duty to the Company or any Member except as expressly provided in this Agreement, provided that the foregoing shall not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except (i) that such Member shall remain obligated to make Capital Contributions in accordance with Article IV and liable for the payment of its Capital Contribution to the extent expressly set forth in Section 3.3 of this Agreement, the LLC Act and any other applicable law, or (ii) as otherwise expressly set forth in this Agreement. The Company shall indemnify, defend and hold harmless Preferred Member, Preferred Member’s Affiliates, and their respective shareholders, members, partners, directors, officers, managers, successors and assigns, and solely to the extent funds are available in the Excess Cash Flow Account, Common Member, (each an “Indemnitee”), from and against any and all losses, claims, damages, expenses, actions, judgments, suits (including reasonable attorneys’ fees and disbursements and other expenses incurred in connection with any amount paid in the defense, investigation, preparation for defense of, settlement or appeal of any action, suit or proceeding or any claim asserted or threatened and the costs of enforcing indemnification rights hereunder), liabilities and judgments arising out of, relating to, or caused by, the operations of the Company (collectively, “Liabilities”), unless it is established by a final determination of a court of competent jurisdiction that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The indemnifications provided by this Section 3.2 shall be in addition to any other rights to which an indemnified party may be entitled under any other agreement, as a matter of law, or otherwise.

Section 3.3 Liability of a Member to the Company. A Member that rightfully receives the return of any portion of a Capital Contribution is liable to the Company only to the extent now or hereafter provided by the LLC Act. A Member who receives a Distribution in violation of subsection (a) of Article 18-607 of the LLC Act, and who knew at the time of the Distribution that the Distribution violated subsection (a) of Article 18-607 of the LLC Act, shall be liable to the Company for the amount of the Distribution. A member who receives a Distribution in violation of subsection (a) of Article 18-607 of the LLC Act, and who did not know at the time of the Distribution that the Distribution violated subsection (a) of Article 18-607 of the LLC Act, shall not be liable for the amount of the Distribution. A Member who receives a Distribution from the Company shall have no liability under this Agreement or applicable law for the amount of the Distribution after the expiration of three (3) years from the date of the Distribution unless an action to recover the Distribution from such Member in connection with a violation of a provision of this Agreement is commenced prior to the expiration of the said three (3) year period and an adjudication of liability against such Member is made in the said action.

Section 3.4 Action by Members Without a Meeting. Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing (including in electronic format), setting forth the action so taken, shall be signed by the requisite Members. Managing Member shall provide notice to the Members within a reasonable period of time after an action is taken by the Members.

(a) Managing Member shall take all actions which may be reasonably necessary or appropriate (i) for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware and (ii) for the development, maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement and applicable laws and regulations. Managing Member shall take all actions which are reasonably necessary and appropriate to form or qualify the Company to conduct the business in which the Company is engaged under the laws of any jurisdiction in which the Company is doing business and to continue in effect such formation or qualification.

(b) No Member shall take any action so as to cause the Company to be classified for U.S. federal income tax purposes as an association taxable as a corporation and not as a partnership.

(c) The provisions of this Agreement, to the extent that they restrict or reduce the duties and/or liabilities of a Member otherwise existing at law or in equity (including under the LLC Act), shall replace such other duties and liabilities of such Member.

(d) Common Member shall defend and indemnify the Company, Preferred Member, Preferred Member’s Affiliates, and their respective shareholders, members, partners, directors, officers, managers, successors and assigns from and against, and shall hold it and them harmless from, any and all Liabilities, as and when incurred, in connection with or resulting from Common Member’s (or its Affiliates’) gross negligence, malfeasance, fraud, theft, misappropriation, or willful misconduct. The indemnifications provided by this Section 3.5(d)

shall be in addition to any other rights to which an indemnified party may be entitled under any other agreement, as a matter of law, or otherwise.

(e) Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, including Section 18-1101(c) and Section 18-1101(e) of the LLC Act, and notwithstanding any duty otherwise existing at law or in equity, none of Common Member, Managing Member or Preferred Member shall have any fiduciary duties to the Company, any Member or any other Person that is a party to or is otherwise bound by this Agreement, nor shall Common Member, Managing Member or Preferred Member be liable for any breach of duties (including fiduciary duties).

(f) The organizational structure of the Common Member is accurately depicted by the schematic diagram attached hereto as Schedule C.

Section 3.6 Preferred Membership Interest. Preferred Member shall have the rights and obligations set forth in this Agreement, and, except as expressly set forth herein, shall not have any obligation to contribute additional capital or property in excess of its Initial Preferred Equity Investment to, or in respect of debts, liabilities or other obligations of, the Company, or to make loans to the Company; provided, however, that Preferred Member shall have the right, but not the obligation, to make Protective Loans as provided in Section 11.5 herein. To the extent that the redemption of any Preferred Membership Interest shall be permitted under this Agreement, upon the receipt in full of the applicable Redemption Amount (with receipt thereof confirmed in writing by Preferred Member), Preferred Member shall immediately be deemed to have resigned and withdrawn from the Company, its entire Preferred Membership Interest in the Company shall immediately terminate and be cancelled and such Member shall have no further rights or obligations hereunder, except for any rights of indemnification or other claims accruing prior to such date or which by their terms survive such resignation and withdrawal. Notwithstanding the foregoing, if, at any time, any payment or portion thereof made by or for the account of the Common Member on account of the Redemption Amount is set aside by any court or trustee having jurisdiction as a voidable preference, fraudulent conveyance or otherwise as being subject to avoidance or recovery under the provisions of the Bankruptcy Code or under any other applicable federal or state bankruptcy, insolvency or similar law, to the fullest extent permitted by law, the Preferred Membership Interest (a) shall continue and remain in full force and effect, and (b) without further act or instrument shall be reinstated as a Preferred Membership Interest and shall thereafter remain in full force and effect, in either case with the same force and effect as though such payment or portion thereof had not been made and, if applicable, as if such previous termination had not occurred.

Section 3.7 Outside Activities of Common Member. Without the Approval of Preferred Member, Common Member shall not, directly or indirectly, enter into or conduct any business other than in connection with (i) the ownership, acquisition and disposition of the Common Membership Interest in the Company and the management of the business of the Company and such activities as are incidental thereto, including the operation and administration of the Portfolio in accordance with the terms hereof, (ii) the ownership, acquisition and disposition of the Excluded Properties or equity interests therein (but subject to the Excluded Properties Covenant), (iii) the ownership of the equity interests in BSR Property Manager and the provision of property management services by BSR Property Manager and such activities as are incidental thereto, (iv)

the ownership of the equity interests in Broad Street Ventures LLC and such activities as are incidental thereto and the ownership of the equity interests in Broad Street Realty Commercial Services, and (v) the ownership, acquisition and disposition of other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Company and its Subsidiaries. Unless otherwise Approved by the Preferred Member, Michael Jacoby shall devote substantially all of his business time, energy, business judgment, knowledge and skill to the management of the business of the Broad Street Parties and such activities as are incidental thereto and in accordance with the terms hereof; provided, however, that the foregoing shall not prevent Michael Jacoby from (i) serving on the boards of directors of non-profit organizations, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing his personal investments and/or personal business as necessary, so long as such activities in the aggregate do not involve the operation of or investment in commercial real estate (excluding management of certain family-owned commercial real estate assets disclosed to Preferred Member in writing prior to the Closing Date), interfere or conflict with the management of the business of the Broad Street Parties or otherwise create a potential business or fiduciary conflict.

(a) Subject to the proviso at the end of this sentence, the full right, power, authority and discretion to conduct the business and affairs of the Company and the Subsidiaries, and to do all things necessary or desirable to carry on the business of the Company and the Subsidiaries, shall be vested in the Managing Member and the Authorized Persons to whom the Managing Member may delegate such right, power, authority and discretion, acting alone and without the consent of any other Member; provided, however, (i) neither the Company nor any other Broad Street Party may take any of the Major Actions without (in each instance) Approval of Preferred Member and (ii) no Member shall have the authority to cause a Bankruptcy Event with respect to the Company or any Subsidiary without obtaining Approval of Preferred Member and the prior written approval of the Independent Manager. Notwithstanding anything contained herein to the contrary, except as expressly contemplated by an Approved Budget, in no event shall the Managing Member, the Company or any other Broad Street Party take any of the following actions (each a “Major Action” and collectively, the “Major Actions”), or cause any Property Owner or any other Subsidiary to take any of the following Major Actions, without the Approval of Preferred Member, which Approval may be granted or withheld in the sole discretion of Preferred Member, none of which shall be effective unless and until the Approval of Preferred Member has been obtained in accordance with this Section 4.1(a):

(i) adopt and approve any Proposed Budget in accordance with Section 4.2(b) (including each Proposed Retail Property Budget, Proposed Midtown Row Property Budget and any Proposed Corporate Budget) or any material modification to any Approved Budget (including any Approved Property Budget or any Approved Corporate Budget), which for the purposes of this provision means the modification outside of Permitted Cost Variances;

(ii) enter into, amend, renew, terminate or modify (A) any Material Contract (other than entry into the contracts listed on Schedule I, which will not require approval

of Preferred Member) to which the Company or any other Broad Street Party is a party (for the avoidance of doubt, the entry into any property management agreement for Midtown Row upon the expiration or termination of the Midtown Row Property Management Agreement shall constitute a Major Decision but excluding a property management agreement for the retail portion of Midtown Row with BSR Property Manager substantially in the form of the Property Management Agreements), (B) any Major Lease or (C) any Mortgage Loan Documents or Mezzanine Loan Documents (other than the Midtown Row Mortgage Loan Documents and the Lamar Station Plaza Mortgage Loan Extension, each of which are hereby approved by Preferred Member, and any other documents evidencing refinancings of existing Mortgage Loans that comply with the parameters and Preferred Member approval rights set forth on Schedule G);

(iii) amend, modify or waive compliance with this Agreement or any other organizational documents of any Broad Street Party in a manner which would adversely affect the rights, preferences, privileges or powers of Preferred Member or the Preferred Equity Investment;

(iv) (A) liquidate, dissolve or wind-up the business and affairs of the Company or any other Broad Street Party, (ii) take any voluntary acts of bankruptcy or fail to defend involuntary acts of bankruptcy of the Company or any other Broad Street Party, or (iii) effect any reorganization or recapitalization of the Company or any other Broad Street Party;

(v) directly or indirectly declare or pay any Distribution or dividend on, or redeem or repurchase any equity security of the Company or any other Broad Street Party (other than (A) in respect of the Preferred Equity Investment, (B) as expressly permitted in Section 6.4 hereof, (C) shares or other equity awards withheld or repurchased in order to satisfy taxes in connection with the vesting of such awards, (D) OP Units redeemed in accordance with the terms of the OP Agreement, provided that such redemption of OP Units shall be effected by issuing shares of Common Stock unless otherwise Approved by Preferred Member, (E) in respect of the Preferred OP Units and (F) following the consummation of a Qualified Public Offering, so long as (x) no Payment Default or other Trigger Event has occurred and is continuing and (y) the Distributions contemplated in steps “First” through “Fifth” of the Operating Distribution Waterfall have been fully funded, dividends as may be necessary for Broad Street to maintain its status as a REIT (if applicable);

(vi) authorize or create (by reclassification, merger or otherwise) any new class or series of Interests or other equity securities of the Company or any Subsidiary or, prior to a Qualified Public Offering, any other Broad Street Party (including, in each case, any security convertible into or exercisable for any Interests or other equity securities of the Company or any other Broad Street Party);

(vii) issue any Interest or other equity securities of the Company or any other Broad Street Party (including, in each case, any security convertible into or exercisable for any Interests or other equity securities of the Company or any other Broad Street Party) (except (A) to effect a Qualified Public Offering (provided, that in no event shall the Company or any other Broad Street Party effect a Qualified Public Offering if the IPO Price is less than the Minimum IPO Price, without the Approval of Preferred Member, which Approval may be granted or withheld in the sole discretion of Preferred Member), (B) an issuance pursuant to which a

portion of use of proceeds will be used to make the payment of the full Redemption Amount to Preferred Member, (C) equity awards under Broad Street’s equity incentive plan in place as of the Closing Date, with any material deviations from such plan to be Approved by Preferred Member, (D) the issuance of shares of Common Stock in connection with redemptions of OP Units in accordance with the OP Agreement, (E) the issuance of OP Units in connection with real property acquisitions or (F) the issuance of OP Units upon the conversion of Preferred OP Units in accordance with the OP Agreement);

(viii) (A) any merger or consolidation of Broad Street or Common Member or the Company with any other person, whether or not Broad Street or Common Member is the surviving entity, unless the full Redemption Amount will be paid to Preferred Member in connection with such transaction, (B) the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of Broad Street and its Subsidiaries, or the Company and its Subsidiaries, in each case taken as a whole (other than a transaction constituting a Qualified Public Offering), unless the full Redemption Amount will be paid to Preferred Member in connection with such transaction or (C) the restructuring of the business operations of Broad Street or any of its Subsidiaries for the purpose of electing and qualifying as a REIT;

(ix) amend, restate, supplement, replace, refinance, cancel, abridge, terminate or otherwise modify any of the Mortgage Loans, including the Recognition Agreement in favor of Preferred Member associated therewith; provided, however, refinancings of existing Mortgage Loans that comply with the parameters and Preferred Member approval rights set forth on Schedule G shall be permitted;

(x) (A) extend credit, lend money or act as a surety, guarantor, endorser or accommodation endorser (or modify any obligations relating to the foregoing), other than in the ordinary course of business consistent with past practice in connection with tenant relations matters (i.e., repayment schedules for tenant accounts receivable or tenant improvement costs), (B) incur, guarantee, assume, secure or otherwise become liable for any indebtedness other than (x) the Mortgage Loans existing as of the date hereof and (y) new mortgage loans (or refinancings) that comply with the parameters and Preferred Member approval rights set forth on Schedule G; or that are otherwise Approved by Preferred Member, or (C) make prepayments of any debt (other than under Mortgage Loans in accordance with the Approved Budget or from the Excess Cash Flow Account);

(xi) make any Distribution other than in accordance with the Operating Distribution Waterfall;

(xii) subordinate the Preferred Equity Investment, including by (A) incurring indebtedness for borrowed money at the Company or any Subsidiary of the Company (excluding the Mezzanine Loan and any Mortgage Loans approved pursuant to the terms hereof), (B) issuing any Interests or other equity securities of the Company or any of its Subsidiaries to any person that is not a Subsidiary of the Company, or (C) forming new intermediate holding companies below the Company;

(xiii) enter into, amend or terminate, waive any provision of, or fail to diligently exercise and enforce any rights under any agreement between, or engaging in any transaction between, the Company or any of its Subsidiaries, on the one hand, and any officer (other than in his or her capacity as such), director (other than in his or her capacity as such), equityholder, or any Affiliate of any of the foregoing (including family members), on the other hand;

(xiv) materially change the business plan or principal business of Broad Street, Common Member or the Company (including making material changes to the Company’s purpose as set forth in Section 2.4); or enter into any new line of business or, with respect to the Company and its Subsidiaries, engage in any material business other than ownership of the Properties;

(xv) (A) adopt or materially modify any compensation for any Senior Executive of any Broad Street Party; or (B) enter into or make any material amendment to any employment, services or severance agreement with any Senior Executive of any Broad Street Party;

(xvi) modify any zoning or entitlements relating to the Properties or any other real property assets held by the Company or its Subsidiaries; provided, however, that a tenant shall be permitted to pursue any variance or other zoning relief that the Managing Member determines, in its sole discretion, is necessary for such tenant to occupy the applicable Property or operate in accordance with its Lease;

(xvii) (A) acquire any Properties or other real property assets or other material assets or any assets outside the ordinary course of business of the Company or (B) sell any Property for a base purchase price (excluding customary purchase price adjustments set forth in the applicable purchase and sale agreement) below the minimum release price for such Property set forth on Schedule B hereto;

(xviii) adopt any voluntary change in the U.S. tax classification for federal income tax purposes of the Company or any of its Subsidiaries;

(xix) other than tax elections contemplated by this Agreement or the Investment Agreement, make any tax election, allocation or decision that has a disproportionate, material and adverse effect on Preferred Member;

(xx) effect any liquidity event other than a Qualified Public Offering (including listing on any exchange other than pursuant to a Qualified Public Offering), unless Preferred Member will receive payment of the full Redemption Amount in connection therewith; or

Broad Street has executed the Joinder to this Agreement for purposes of covenanting and agreeing not to take (or permit any Broad Street Party to take) any Major Action applicable to the Broad Street Parties without Preferred Member’s approval in accordance with this Agreement.

By execution of this Agreement, Preferred Member, Common Member and Broad Street hereby confirm their approval of the Mortgage Loan for Midtown Row and the Mortgage Loan Documents for Midtown Row that are being executed on the date hereof.

(b) If (i) Managing Member requests in writing that Preferred Member Approve any proposed Major Action described in Sections 4.1(a)(i), 4.1(a)(ii)(A), 4.1(a)(ii)(B) (the “Deemed Approval MA”),and sends an email of such request to each of the PM Email Parties,(ii) Preferred Member fails to approve or reject such proposed Deemed Approval MA within five (5) Business Days after Preferred Member’s receipt of such request and all information reasonably necessary and customarily received by an institutional investor in such circumstances for Preferred Member to make an informed decision at Preferred Member’s reasonable discretion and (iii) such failure to respond to such request continues for an additional five (5) Business Days after Managing Member (in a second notice) notifies Preferred Member in writing of such failure and sends an e-mail of such failure to each of the PM Email Parties enclosing a copy of such second notice with a subject line in all capital letters stating “SECOND REQUEST FOR APPROVAL; FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN DEEMED APPROVAL”, then Preferred Member shall be deemed to have Approved such Deemed Approval MA. “PM Email Parties” means each of (i) eschleif@fortress.com and (ii) Jlittle@fortress.com, provided that Preferred Member may replace one or both of the PM Email Parties from time to time by written notice to Common Member.

(c) The Members hereby appoint Common Member as the initial Managing Member. Common Member may be removed and replaced as the Managing Member by Preferred Member (i) upon the occurrence of a Trigger Event, or (ii) if a Qualified Public Offering has not occurred on or prior to the Exit Date (each, a “For Cause Removal Occurrence”). In the event of a For Cause Removal Occurrence, Preferred Member shall have the right at any time to deliver written notice (a “Removal Notice”) to Common Member stating that a For Cause Removal Occurrence has occurred. Effective automatically upon delivery of a Removal Notice, (x) Common Member shall automatically be removed as, and shall no longer be deemed to be, the Managing Member and, for the avoidance of doubt, shall have no further approval rights under this Agreement (and Preferred Member or its designee as set forth in such Removal Notice shall automatically and without further action become the Managing Member of the Company), (y) any representatives of Common Member serving on any board of management with respect to any Subsidiary shall be automatically removed as, and no longer deemed to be, members of any such board of management, and, for the avoidance of doubt, shall have no further approval rights under the operating agreement of such Subsidiary (and Preferred Member shall have the right to appoint replacements of the same), and (z) all rights of any Authorized Persons designated by Managing Member shall be automatically rescinded, and the rights and obligations of the Managing Member, and the right to subsequently remove and replace the Managing Member, shall immediately and automatically vest exclusively in Preferred Member (or otherwise in a Person designated by Preferred Member, which Person may include a Fortress Party). In addition to the foregoing, Preferred Member reserves all rights and remedies at law or in equity following the occurrence of a For Cause Removal Occurrence, including those rights and remedies set forth in Section 11.1(c), Section 11.3 and Section 11.4 hereof.

(e) Upon Common Member’s receipt of a Removal Notice, Common Member shall have the right to deliver a notice to Preferred Member within five (5) days of receipt of the Removal Notice stating that Common Member disagrees that a For Cause Removal Occurrence has occurred, and is submitting such dispute to arbitration pursuant to and in accordance with the arbitration procedures set forth on Schedule D attached hereto. For avoidance of doubt, Preferred Member will be the Managing Member during the arbitration process, provided, if such arbitration process concludes that a For Cause Removal Occurrence did not occur then upon such conclusion Common Member shall automatically be reinstated as the Managing Member of the Company. If Common Member timely objects to a Removal Notice and submits such dispute for arbitration, then prior to the conclusion of any such arbitration, Preferred Member, in its capacity as Managing Member, shall not take any of the actions listed on Schedule 4.1(e) attached hereto, as expressly provided therein (such actions, the “Arbitration Major Actions”), in each case without the prior written approval of Common Member, provided, however, that notwithstanding the foregoing or anything to the contrary contained herein, in no event shall any action of Preferred Member require the consent of Common Member to the extent the same is taken in connection with the curing or reacting to a default under any Mortgage Loan. This Section 4.1(e) and the provisions on Schedule D shall be the exclusive means for litigating or arbitrating any dispute regarding a Removal Notice pursuant to Section 4.1(c) and no party shall be permitted to institute any action or other proceeding that does not comply with this Section 4.1(e) and the provisions on Schedule D and any such action or other proceeding shall be automatically dismissed. In the event Common Member refuses to participate in an arbitration or otherwise comply with this Section 4.1(e) or the provisions on Schedule D, then, notwithstanding anything to the contrary in this Agreement, Preferred Member shall be the prevailing party in such dispute and a For Cause Removal Occurrence shall be deemed to have occurred for all purposes under this Agreement. If Common Member is successful in any such arbitration, then, in any such instance, the Common Member shall be restored as the Managing Member of the Company.

(f) Notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall any of the following have any personal liability under this Agreement: (i) any member, partner, shareholder or other Person directly or indirectly holding an interest in any Member, in each case solely in its capacity as such, or (ii) any officer, director or employee of the foregoing or of any Member, in each case solely in its capacity as such; provided, however, the foregoing shall not affect any obligation of any Person pursuant to the Joinder hereto or under any guaranty or separate written agreement.

(g) Notwithstanding anything to the contrary contained in this Agreement, Preferred Member shall have the right, at any time, and from time to time, to take such actions as it shall deem reasonably necessary (including the right to cause the Company to issue capital calls in order to meet any required capital calls under organizational documents of any Subsidiaries), in the event that there is (or in order to avoid) a default or an “Event of Default” under any Mortgage Loan Documents, any Mezzanine Loan Documents or any Lease, in order to prevent forfeiture or dilution of the interests of the Company in any Subsidiary or joint venture, provided that any amounts funded by Preferred Member in furtherance of the foregoing shall be deemed to be a Protective Loan bearing interest at the Protective Loan Return, and such Protective Loan shall be repaid in accordance with Section 6.4.

(h) Any Major Actions taken by the Company or any other Broad Street Party, directly or indirectly, without the Approval of Preferred Member in contravention of Section 4.1(a) shall be ultra vires, null and void ab initio and of no force or effect.

(a) General Responsibilities. Subject to the terms and conditions of this Agreement (including Section 4.1(a)), for so long as Common Member is the Managing Member hereunder, Managing Member shall have responsibility and authority for the day to day management and operation of the business and affairs of the Company in accordance with this Agreement, and for implementing all Major Actions that have been Approved pursuant to the terms of this Agreement to the extent they have been so Approved. For so long as Common Member is the Managing Member hereunder, Managing Member shall perform its duties and undertake its responsibilities set forth in this Agreement with due care and shall not act in bad faith (it being agreed that Managing Member may, in its sole discretion, consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it in its reasonable discretion, and may in good faith rely on the advice of such Persons) and without limiting the generality of the foregoing, to exercise commercially reasonable efforts to carry out the intents and purposes of this Agreement, subject to the extent of available Company (and Subsidiary) funds. In the event that Preferred Member becomes the Managing Member in accordance with the terms of this Agreement, Preferred Member shall operate the Company in a manner consistent with other institutional preferred equity investors that have exercised remedies to remove the managing member (or similar role in the equity); provided, however, in no event shall such standard (x) prevent Preferred Member from selling any Property to a third party buyer unaffiliated with Preferred Member, (y) or taking any action in connection with curing or reacting to a default under any Mortgage Loan or exercising its rights and remedies under Article XI, (z) require Preferred Member to fund any additional capital to the Company or (aa) otherwise restrict Preferred Member’s rights and remedies pursuant to the terms hereof. The decisions made by Managing Member (and Approved by the Members if required pursuant to the terms of this Agreement) may be implemented by any Authorized Person designated by the Managing Member. Managing Member shall not be entitled to any compensation or reimbursement for its services hereunder. Without limiting the generality of the foregoing but subject to Section 4.1 hereof, for so long as Common Member is the Managing Member hereunder, Managing Member shall be responsible to do the following:

(i) prepare and/or supervise the preparation of such reports as may be required by the Company, a public agency, or a Lender or a prospective lender of the Company;

(ii) use commercially reasonable efforts to implement the Approved Budget for 2022 and 2023 and the Approved Budget for each subsequent Fiscal Year and Academic Year, as applicable, to the extent there is Net Cash Flow available in the Company to do so;

(iii) implement all decisions made by Preferred Member in accordance with this Agreement;

(iv) perform or observe all of the specific obligations to be performed by the Managing Member hereunder;

(v) comply with, and cause its Subsidiaries and each Property, and the Excluded Property Owners and each Excluded Property, to comply with, the terms and conditions of the Mortgage Loans, the Excluded Property Mortgage Loans, and the Mezzanine Loan;

(vi) obtain all Entitlements, and make all governmental filings, in each case as may be required in connection with the ownership of the Property or to complete any capital improvements, or development or redevelopment of the Property in accordance with the then current Approved Budget;

(viii) apply funds contributed to the Company for Necessary Expenses towards payment of the underlying Necessary Expense for which such funds were called;

(ix) cause Property Owners to hold security deposits under leases in accordance with applicable law;

(x) promptly take all proper and necessary actions required to fully advise and apprise the Members with regard to all material matters relating to the business of the Company and the Property for which the Managing Member has knowledge;

(xi) enforce the provisions of the operating agreements of its Subsidiaries; and

(xii) keep and maintain insurance coverage that is Approved by Preferred Member in accordance with this Agreement or as may otherwise be required to be maintained by the Company, its Subsidiaries or the Excluded Property Owners under the Mortgage Loans, the Excluded Property Mortgage Loans and the Mezzanine Loan.

(b) Approved Budget. The Approved Retail Property Budget and the Approved Midtown Row Property Budget for each of Fiscal Year 2022 and Fiscal Year 2023 for the Retail Properties, and each of Academic Year 2022 and Academic Year 2023 for Midtown Row, are attached hereto as Exhibit D. Common Member shall submit to Preferred Member within ten days of the date of this Agreement a Proposed Corporate Budget for 2023 for Preferred Member’s approval, provided, however, the line item in such budget for “Broad Street Net Expense Budgeted Amount” shall not be greater than the amounts set forth on Exhibit P attached hereto. For the calendar month of December 2022, the “Broad Street Net Expense Budgeted Amount” shall be as set forth on such exhibit for purposes of Section 6.4. No later than sixty (60) days prior to the commencement of each ensuing Fiscal Year, Managing Member shall submit to Preferred Member (i) with respect to each Property in the Retail Portfolio, a proposed annual budget and business plan setting out revenues and expenses for such Property for such ensuing Fiscal Year (each, a “Proposed Retail Property Budget”) and (ii) with respect to the Broad Street Parties and their assets (other than the Properties), a proposed annual corporate budget and business plan setting out revenues and expenses for the Broad Street Parties for such ensuing Fiscal Year (a “Proposed Corporate Budget”), in each case in the form of Approved Budget in effect as of the Closing Date.

No later than sixty days (60) prior to the commencement of each Academic Year, Managing Member shall submit to Preferred Member a proposed annual budget and business plan with respect to Midtown Row, which proposed budget and business plan shall set forth revenues and expenses for Midtown Row for such ensuing Academic Year (a “Proposed Midtown Row Property Budget” and, together with each of the Proposed Retail Property Budgets and the Proposed Corporate Budgets, the “Proposed Budgets”). Preferred Member shall, within twenty (20) Business Days from the receipt of the Proposed Retail Property Budget, Proposed Corporate Budget and the Proposed Midtown Row Property Budget, deliver to Managing Member a written acceptance or a written rejection (in reasonable detail indicating recommended changes, in the case of a rejection) of each of the Proposed Retail Property Budgets, the Proposed Corporate Budget and the Proposed Midtown Row Property Budget (any such Proposed Retail Property Budget Approved by Preferred Member, an “Approved Retail Property Budget”, any such Proposed Midtown Row Property Budget Approved by Preferred Member, an “Approved Midtown Row Property Budget”, and any such Proposed Corporate Budget Approved by Preferred Member, an “Approved Corporate Budget” and, collectively, the “Approved Budget”). If any Proposed Retail Property Budgets, the Proposed Midtown Row Property Budget, or the Proposed Corporate Budget is not Approved in writing as aforesaid, Managing Member (for avoidance of doubt, subject to Preferred Member’s rights pursuant to Section 4.1(a)) shall cause the Company to conduct its business and operate the Properties pursuant to the Proposed Budget with respect to those portions Approved by Preferred Member and, with respect to those portions not Approved by Preferred Member, in accordance with the prior Fiscal Year’s Approved Budget, with automatic increases for real estate taxes, insurance and other non-discretionary expenses, subject to the Permitted Cost Variances.

(c) Annual Leasing Plan. The Approved Annual Leasing Plans for each of Fiscal Year 2022 and Fiscal Year 2023 for the Retail Properties, and each of Academic Year 2022 and Academic Year 2023 for Midtown Row, are attached hereto as Exhibit D. No later than sixty (60) days prior to the commencement of each ensuing Fiscal Year, with respect to the Retail Portfolio Properties, and the Academic Year, with respect to Midtown Row, Managing Member shall submit to Preferred Member a proposed annual leasing plan for the Properties for such ensuing Fiscal Year or Academic Year, as applicable. Each proposed annual leasing plan for each Fiscal Year or Academic Year, as applicable (or portion thereof) shall include to the extent reasonably feasible at the time of preparation thereof (i) a rent schedule setting forth proposed terms and rentals for the upcoming calendar year (or portion thereof), (ii) a description of any proposed tenant inducements, concessions, improvements or allowances to be offered prospective tenants, (iii) a schedule of existing leases affecting the Properties (including their termination dates), including and specifying those spaces which remain unleased and leases which are scheduled to expire during the upcoming calendar year (or portion thereof), (iv) a proposed tenant profile for the Properties, (v) a summary of the proposed general content and method of presentation of the marketing program to be implemented with respect to the Properties, and (vi) a net effective rent calculation. Preferred Member shall within twenty (20) Business Days from the receipt of the proposed annual leasing plan, deliver to Managing Member a written acceptance or a written rejection (in reasonable detail indicating recommended changes, in the case of a rejection) of the proposed annual leasing plan. The implementation of any proposed annual leasing plan shall require the Approval of Preferred Member as aforesaid. Notwithstanding the requirements of this Section 4.2(c), and subject to Section 4.1(a)(ii), the Managing Member may engage third-party leasing brokers, in its sole discretion, without the Approval of Preferred Member. Each proposed

annual leasing plan, once Approved by Preferred Member, shall herein be, individually and collectively, referred to as the “Annual Leasing Plan.” If any proposed annual leasing plan is not Approved in writing as aforesaid, Managing Member shall cause the Company to conduct its business and operate the Properties pursuant to the proposed annual leasing plan for such Fiscal Year with respect to those portions approved by Preferred Member and with respect to those portions not Approved by Preferred Member, in accordance with the prior Fiscal Year’s Annual Leasing Plan.

(d) New Leases. Any Lease and any renewals (other than a renewal exercisable at the tenant’s option pursuant to the terms of its existing Lease), amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease, or a renewal, amendment or modification to a Major Lease) that is in compliance with the Approved Budget, may be entered into without the Approval of Preferred Member so long as the lease meets the requirements of clauses (ii) through (x) of this Section 4.2(d). Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease, or a renewal, amendment or modification to a Major Lease) that is not in compliance with the Approved Budget that meets the following requirements may be entered into with the Approval of Preferred Member so long as Preferred Member has been provided a draft lease and summary of key terms five (5) Business Days prior to execution of such lease: (i) provides for rental rates, allowances and concessions that are comparable to existing local market rates for similar properties, (ii) shall have a term (together with all extension and renewal options) of not less than three (3) years and not more than forty (40) years, (iii) provides that such Lease is subordinate to the applicable Mortgage and that the lessee thereunder will attorn to the mortgagee or any successor thereof (including any purchaser at a foreclosure sale), (iv) does not contain any terms which would have a material adverse effect to the property value, (v) is written substantially in accordance with the standard form of Lease which shall have been Approved by Preferred Member as of the Closing Date (which standard form of Lease shall require the applicable premises to be occupied and used for commercial purposes which are common for grocery-anchored retail centers, strip centers including some retail/office uses), (vi) does not contain any option to purchase, any right of first offer to purchase or any right of first refusal to purchase, (vii) is entered into on an arm’s-length basis with a Tenant that is not subject to a Bankruptcy Event and is not an affiliate and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (viii) complies with all applicable laws and includes all disclosures required by all applicable laws, (ix) does not include any restrictions or operating exclusives which have not already been provided to an existing tenant as of the Closing Date, and (x) does not include any termination, downsize or other similar lease cancelation provisions. All other Leases (including Major Leases) and all renewals, amendments and modifications thereof executed after the Closing Date shall be subject to the Approval of Preferred Member; provided, however, if (i) Managing Member requests in writing that Preferred Member Approve any new Lease, or renewal, amendment or modification to an existing Lease in accordance with this Section 4.2(d) and sends a copy of such request by email to each of the PM Email Parties, (ii) Preferred Member fails to approve or reject such new Lease, or renewal, amendment or modification to such existing Lease within five (5) Business Days after Preferred Member’s receipt of such request and all information reasonably necessary and customarily received by an institutional investor in such circumstances for Preferred Member to make an informed decision at Preferred Member’s reasonable discretion and (iii) such failure to respond to such request continues for an additional five (5) Business Days after Managing Member (in a

second notice) notifies Preferred Member in writing of such failure and sends an e-mail to each of the PM Email Parties enclosing a copy of such second notice with a subject line in all capital letters stating “SECOND REQUEST FOR APPROVAL; FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN DEEMED APPROVAL”, then Preferred Member shall be deemed to have Approved such new Lease (including Major Leases), or renewal, amendment or modification to such existing Lease requiring Approval of Preferred Member hereunder.

(e) Property Management Agreements. As of the Closing Date, (i) each Property (other than the student housing portion of Midtown Row) shall be subject to a property management agreement (each, a “Property Management Agreement”) with Broad Street Realty LLC (“BSR Property Manager”) pursuant to which BSR Property Manager shall manage and otherwise operate the Properties (other than the student housing portion of Midtown Row) on a day-to-day basis and (ii) BSR Property Manager has entered into the Property Management Side Letter with Preferred Member pursuant to which BSR Property Manager acknowledges and agrees that if a Trigger Event occurs under this Agreement then Preferred Member shall have the right to cause the Company to terminate each such Property Management Agreement. If any Property is acquired following the Closing Date, unless otherwise approved by Preferred Member (i) Common Member shall cause the applicable Property Owner and BSR Property Manager to enter into a property management agreement for such Property on substantially the same terms as the Property Management Agreements (to the extent not already in effect), and (ii) Common Member and Broad Street shall cause BSR Property Manager to enter into an amendment to the Property Management Side Letter pursuant to which BSR Property Manager acknowledges and agrees that if a Trigger Event occurs under this Agreement then Preferred Member shall have the right to cause the Company to terminate such Property Management Agreement. Managing Member shall supervise and control BSR Property Manager and cause BSR Property Manager to carry out all decisions made by the applicable Property Owner pursuant to the Property Management Agreement. Managing Member shall cause BSR Property Manager to meet with Preferred Member from time to time upon Preferred Member’s request and otherwise consult with Preferred Member upon Preferred Member’s request.

Section 4.3 Additional Specified Rights of the Members. Each Member and its agents and representatives shall have the right, at any time and from time to time, without the consent of Managing Member or any other Member, upon reasonable prior notice to Managing Member and during normal business hours, to: (a) subject to the rights of any tenants or other occupants, inspect the Properties; and (b) review (i) the books and records required to be maintained under Section 7.4 below, if any, and (ii) any information and reports relating to the management, servicing, operations or policies of any Mortgage Loan or any Property, Excluded Mortgage Loan or any Excluded Property, or assets of the Company or any Subsidiary maintained by Managing Member in the ordinary course.

(a) Managing Member may designate one or more individuals as officers or agents of the Company, who may but need not have titles, and shall exercise and perform such powers and duties (subject to the rights of the Members under Sections 4.1 and 4.3 above) as shall be assigned and delegated to them from time to time by Managing Member. Any such officer or agent (an “Authorized Person”) may be removed by the Managing Member at any time, with or

without cause. Each Authorized Person shall hold office until his or her successor is elected and qualified, unless earlier removed in accordance with this Section 4.4. Any number of offices may be held by the same individual. Managing Member shall promptly notify Preferred Member upon the appointment and removal of any Authorized Person.

(b) The Authorized Persons, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Managing Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Authorized Persons taken in accordance with such powers shall bind the Company. No Authorized Person may be granted any general power of attorney or other unlimited authority to act on behalf of or in the name of the Company in a manner which violates the terms of this Agreement. No Authorized Person shall be entitled to any compensation for his or her services hereunder without the Approval of Preferred Member. Any such Approval must expressly acknowledge that such compensation or reimbursement is to be paid to the applicable Authorized Person.

Section 4.5 Company Expenses. Common Member shall be responsible for the formation and organizational expenses of each of the Members (including Preferred Member and the Company) and the costs (including reasonable legal expenses) each Member and its respective Affiliates incur in connection with the negotiation of this Agreement. All expenses incurred by the Managing Member in complying with its obligations under this Agreement (but excluding organizational expenses incurred after the Closing Date) shall be expenses of Common Member and not expenses of the Company. The reasonable and documented out-of-pocket expenses of Preferred Member incurred in monitoring the Preferred Equity Investment or administering its rights and obligations under this Agreement (including, without limitation, the reasonable costs of an advisor (if any) engaged to assist in monitoring or administering the Preferred Equity Investment and reasonable out-of-pocket legal fees and expenses in carrying out its obligations and rights under this Agreement) (collectively, the “Preferred Member Expenses”) shall be paid by the Company in accordance with Section 6.4 hereof (or if not paid pursuant to Section 6.4(a)(iii), then such Preferred Member Expenses shall be paid as part of the Redemption Amount). No salaries, fees, commissions or other compensations shall be paid by the Company to any Affiliate of any Member or to any member, partner, shareholder, agent, contractor, officer or employee of any Member or its Affiliates for any services rendered to the Company except as may be expressly provided herein, or otherwise as Approved by Preferred Member. Common Member shall receive no fee for serving as Managing Member of the Company.

Section 4.6 Subsidiaries. All of the provisions of this Agreement regarding the management and governance of the Company shall apply to the management and governance of each Subsidiary, whether any such Subsidiary is Controlled directly or indirectly by the Company, as member, manager, partner, stockholder or otherwise. Any action to be taken by any of the Subsidiaries shall for all purposes hereof be construed as an action taken by the Company and shall be subject to the same rights and limitations granted and imposed on the Members under this Agreement, subject to any additional rights and limitations granted or imposed in the governing documents of such Subsidiary. Any and all references herein to the Company or Managing Member causing or directing any action on behalf of a Subsidiary shall be deemed to refer to the Company causing (or Managing Member causing the Company to cause), in its capacity as a member, manager, partner, stockholder or otherwise of such Subsidiary, such action to be taken

for and on behalf of such Subsidiary. Managing Member shall perform, with no additional compensation, the same or substantially identical services for each Subsidiary as Managing Member performs for the Company, subject to the terms, conditions, limitations and restrictions set forth in this Agreement. Managing Member shall perform such duties, and in such circumstances and with regard to such duties, Managing Member shall be subject to the same standards of conduct and shall have the same duties and obligations in performing or such services on behalf of each such Subsidiary as are set forth in this Agreement. Without limiting the generality of the foregoing (and notwithstanding anything contained herein to the contrary), any action or decision to be taken or made by or on behalf of a Subsidiary that, if taken or made by or on behalf of the Company would constitute a Major Action, will require the Approval of Preferred Member in accordance with this Agreement.

(a) As of the Closing Date, the Company has established that certain bank account identified on Schedule 4.7(a) attached hereto (the “Company Holding Account”) with Account Bank. On the Closing Date, Common Member has deposited into the Company Holding Account a portion of the Initial Preferred Equity Investment in the amount of $ $9,107,208.31 (the “Closing Date Deposit”), which amounts shall be held in the Company Holding Account and shall be utilized by the Company for payment of the expenses set forth on Schedule H. The Closing Date Deposit shall be held in a segregated sub-account of the Company Holding Account separate from Net Cash Flow and Broad Street Gross Receipts that are funded through the Company Holding Account as provided below on a monthly basis. From and after the Closing Date and continuing until the redemption in full of the Preferred Equity Investment, (x) Broad Street, the Company and Common Member shall cause each Property Owner and other applicable Company Subsidiaries to distribute up to the Company all Net Cash Flow permitted to be distributed under the terms of the applicable Mortgage Loans on a monthly basis, and the Company and Common Member shall deposit all such Net Cash Flow and Capital Proceeds into the Company Holding Account immediately upon receipt, and (y) Broad Street and Common Member shall, and shall cause each other Broad Street Party to distribute up to Common Member all Broad Street Gross Receipts (net of amounts then payable under the Excluded Property Mortgage Loan Documents) on a monthly basis, and Common Member shall deposit all Broad Street Gross Receipts into the Company Holding Account within five (5) Business Days following receipt thereof. All Net Cash Flow and Broad Street Gross Receipts shall be distributed on a monthly basis in accordance with Section 6.4 hereof. Common Member in its capacity as Managing Member shall cause the Company to maintain the Company Holding Account with Account Bank for the benefit of Preferred Member, and agrees that, subject to the terms hereof and the terms of the Clearing Account Agreement, the Company hereby grants a security interest in the Company Holding Account to Preferred Member and the Company Holding Account shall be under the sole dominion and control of Preferred Member. Notwithstanding the foregoing, at all such times prior to the occurrence of a Trigger Event, (x) Common Member in its capacity as Managing Member shall disburse all Net Cash Flow and Broad Street Gross Receipts held in the Company Holding Account in accordance with Section 6.4 hereof, (y) Common Member may utilize the Closing Date Deposit to pay the expenses set forth on Schedule H and (z) the IM Signatories shall have no authority to authorize disbursements from or otherwise manage the Company Holding Account. Following the occurrence of a Trigger Event, Common Member’s right to access funds in the Company Holding Account shall be automatically rescinded, and upon delivery of a Removal Notice by Preferred Member, only the

IM Signatories shall have the right to authorize disbursements from and otherwise manage the Company Holding Account.

Broad Street has executed the Joinder to this Agreement for the purpose of agreeing to comply with its obligations under this paragraph to deposit and cause the Broad Street Parties to deposit Broad Street Gross Receipts into the Company Holding Account.

(b) As of the Closing Date, the Company has established and funded that certain bank account identified on Schedule 4.7(b)(i) to be utilized for tenant improvement costs and leasing costs at the Properties and Capital Expenditures, in each case in accordance with the Approved Budget (such Reserve, the “TI/LC CapEx Reserve”), which TI/LC CapEx Reserve shall be maintained by the Company and funded in accordance with step “Fifth” of the Operating Distribution Waterfall (and with Special Refi Proceeds as described in Section 6.4(c)). Common Member in its capacity as Managing Member shall cause the Company to maintain the TI/LC Capex Reserve with Account Bank for the benefit of Preferred Member, and agrees that, subject to the terms hereof and the terms of the Clearing Account Agreement, the Company hereby grants a first priority security interest in the TI/LC Capex Reserve to Preferred Member and the TI/LC CapEx Reserve shall be under the sole dominion and control of Preferred Member. Notwithstanding the foregoing, at all such times prior to the occurrence of a Trigger Event, Common Member shall have access to the TI/LC Reserve for the purpose of utilizing the funds in the TI/LC Capex Reserve to pay for tenant improvement costs and leasing costs at the Properties and Capital Expenditures, in each case in accordance with the Approved Budget. Following the occurrence of a Trigger Event, Common Member’s right to access funds in the TI/LC CapEx Reserve shall be automatically rescinded, and upon delivery of a Removal Notice by Preferred Member, only the Preferred Member shall have the right to authorize disbursements from and otherwise manage the TI/LC CapEx Reserve.

(c) As of the Closing Date, the Company has established that certain bank account identified on Schedule 4.7(c) attached hereto (the “Excess Cash Flow Account”). From and after the Closing Date and continuing until the redemption in full of the Preferred Equity Investment, all funds deposited into the Excess Cash Flow Account in accordance with step “Eighth” of the Operating Distribution Waterfall (such funds, “Excess Cash Flow”), and prior to the occurrence of a Trigger Event, shall be held therein and may be applied by Managing Member solely to fund (the items described in the following subsections (i) through (v) are “Permitted Uses”): (i) Operating Expenses for the Properties in accordance with the Approved Budget for each Property (to the extent that revenues from the Properties are insufficient to pay the same); (ii) redemption of the Preferred Equity Investment (including accrued unpaid Preferred Return) in whole to satisfy payment in full of the Redemption Amount, or otherwise in part; (iii) repayments (including optional paydown) of any Mortgage Loan or the Mezzanine Loan in accordance with the terms thereof; (iv) Capital Expenditures in accordance with the Approved Budget; or (v) Necessary Expenses described in subsections (i) and (ii) of the definition of “Necessary Expenses”. Common Member in its capacity as Managing Member shall cause the Company to maintain the Excess Cash Flow Account with Account Bank for the benefit of Preferred Member, and agrees that, subject to the terms hereof and the terms of the Clearing Account Agreement, the Company hereby grants a first priority security interest in the Excess Cash Flow Account to Preferred Member and the Excess Cash Flow Account shall be under the sole dominion and control of Preferred Member. Notwithstanding the foregoing, at all such times prior to the occurrence of a Trigger Event

Common Member shall have full access to the Excess Cash Flow Account for purposes of paying Permitted Uses in accordance with the terms hereof. Following the occurrence of a Trigger Event, Common Member’s right to access funds in the Excess Cash Flow Account shall be automatically rescinded, and upon delivery of a Removal Notice by Preferred Member, only the Preferred Member shall have the right to authorize disbursements from and otherwise manage the Excess Cash Flow Account and Preferred Member shall have the right to apply amounts in the Excess Cash Flow Account to payment of the Redemption Amount and/or expenses of the Company and its Subsidiaries as determined in its sole discretion.

(d) On or prior to the date that is thirteen (13) months following the Closing Date, the Company shall establish and fund a bank account with Account Bank to be utilized for purposes of making deposits into the Interest Reserve, which Interest Reserve shall be maintained by the Company and funded in accordance with step “Fifth” of the Operating Distribution Waterfall. Upon opening of such bank account for the Interest Reserve, Common Member in its capacity as Managing Member shall cause the Company to add the Interest Reserve to the existing Clearing Account Agreement, and otherwise maintain the Interest Reserve with Account Bank for the benefit of Preferred Member, and agrees that, subject to the terms hereof and the terms of the Clearing Account Agreement, the Company shall grant a first priority security interest in the Interest Reserve to Preferred Member and the Interest Reserve shall be under the sole dominion and control of Preferred Member. Notwithstanding the foregoing, at all such times prior to the occurrence of a Trigger Event, Common Member shall have full access to the Interest Reserve for purposes of utilizing the funds in the Interest Reserve to pay Debt Service on the Mortgage Loans and the Mezzanine Loan (solely to the extent Net Cash Flow and Broad Street Gross Receipts are not available to first make Debt Service payments). Following the occurrence of a Trigger Event, Common Member’s right to access funds in the Interest Reserve shall be automatically rescinded, and upon delivery of a Removal Notice by Preferred Member, only the Preferred Member shall have the right to authorize disbursements from and otherwise manage the Interest Reserve.

Section 4.8 Duties of Managing Member. Managing Member shall provide to Preferred Member, within the requisite time periods under the Mortgage Loan Documents, all financial statements, appraisals, annual, quarterly and monthly reports, rent rolls, trial balances, leasing reports and any other reports required to be delivered to the applicable lenders pursuant to the applicable Mortgage Loan Documents and Excluded Property Mortgage Loan Documents. All expenditures under the Approved Budget shall be paid from cash receipts from the applicable Property or from the Excess Cash Flow Account pursuant to Section 4.7. Preferred Member shall be permitted to attend and participate in regular quarterly and special meetings held pursuant to the organizational documents of any Subsidiary (including the meetings of the boards of management of each of Subsidiary that Controls each Property Owner).

Section 4.9 Knowledge of Defaults or Events of Default. If at any time, either Common Member and/or Managing Member has any actual knowledge of any event which results or would reasonably be expected to result in a default or event of default under any of the Mortgage Loan Documents, the Excluded Mortgage Loan Documents, any Lease or any Material Contract, such Person shall promptly provide notice to Preferred Member of any such event.

Section 4.10 Independent Manager. Until Preferred Member has received payment in full of the Redemption Amount, the Company at all times shall have at least one Independent Manager

who will be appointed by Common Member with the Approval of Preferred Member. To the fullest extent permitted by law, including Section 18-1101(c) of the LLC Act, and notwithstanding any other duty existing at law or in equity, the Independent Manager shall consider only the interests of the Company, in acting or otherwise voting on the matters referred to in Section 4.1(a). To the fullest extent permitted by law, including Section 18-1101(e) of the Act, the Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or her appointment as an Independent Manager by executing a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, Common Member shall appoint a successor Independent Manager with the Approval of Preferred Member. All rights, powers and authority of an Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. No Independent Manager shall at any time serve as trustee in a bankruptcy for any Affiliate of the Company. Each Independent Manager is hereby designated as a “manager” within the meaning of Section 18-101(12) of the Act.

Section 4.11 Excluded Properties. No later than (i) the Highlandtown Property Outside Date with respect to the Highlandtown Property; (ii) the Spotswood Property Outside Date with respect to the Spotswood Property, (iii) the Cromwell Field Property Outside Date with respect to the Cromwell Field Property, and (iv) the Portfolio Properties Outside Date with respect to the Portfolio Properties, each of Broad Street and Common Member shall effectuate the following events with respect to the Excluded Properties and shall deliver to Preferred Member evidence reasonably satisfactory to Preferred Member that the same have occurred (collectively, and each, the “Excluded Properties Covenant”):

(a) (i) Payoff and release the Highlandtown Mortgage Loan, (ii) cause the redemption in full of all of the preferred equity interests held by Lamont Street Partners in BSV Highlandtown Investors, (iii) (a) transfer one hundred percent (100%) of the membership interests in the Highlandtown Property Owner to the Company, free and clear of all Encumbrances (such transfer, the “Highlandtown Transfer”) and (b) concurrently with the Highlandtown Transfer, (1) amend and restate the operating agreement for Highlandtown Property Owner to (A) remove any board of directors and deliver resignation letters from each such board member in form and substance reasonably acceptable to Preferred Member, and (B) provide that the Highlandtown Property Owner is a single member, member-managed limited liability company, and (2) deliver to Preferred Member an Excluded Property Certificate, (iv) cause the Highlandtown Property Owner to enter into new mortgage loan financing with respect to the Highlandtown Property that complies with the parameters and Preferred Member approval rights set forth on Schedule G or is otherwise approved by Preferred Member (the “New Highlandtown Mortgage Loan”); and (v) cause the new senior lender for the Highlandtown Property to execute and deliver a recognition agreement to Preferred Member substantially in the form attached hereto as Exhibit N (the “Form Recognition Agreement”), or otherwise in form and substance reasonably acceptable to Preferred Member; and

(b) (i) Payoff and release the Spotswood Mortgage Loan, (ii) cause the redemption in full of all of the preferred equity interests held by Lamont Street Partners in BSV

Spotswood Investors, (iii) (a) transfer one hundred percent (100%) of the membership interests in the Spotswood Property Owner to the Company, free and clear of all Encumbrances (such transfer, the “Spotswood Transfer”), and (b) concurrently with the Spotswood Transfer, (1) amend and restate the operating agreement for Spotswood Property Owner to (A) remove any board of directors and deliver resignation letters from each such board member in form and substance reasonably acceptable to Preferred Member, and (B) provide that the Spotswood Property Owner is a single member, member-managed limited liability company, and (2) deliver to Preferred Member an Excluded Property Certificate, (iv) cause the Spotswood Property Owner to enter into new mortgage loan financing with respect to the Spotswood Property that complies with the parameters and Preferred Member approval rights set forth on Schedule G or is otherwise approved by Preferred Member (the “New Spotswood Mortgage Loan”); and (v) cause the new senior lender for the Spotswood Property to execute and deliver a recognition agreement to Preferred Member substantially in the form of the Form Recognition Agreement, or otherwise in form and substance reasonably acceptable to Preferred Member.

(c) (i) Payoff and release the Cromwell Field Mortgage Loan, (ii) (a) transfer one hundred percent (100%) of the membership interests in the Cromwell Field Property Owner to the Company, free and clear of all Encumbrances (such transfer, the “Cromwell Field Transfer”), and concurrently with the Cromwell Field Transfer, (b) (1) amend and restate the operating agreement for Cromwell Field Property Owner to (A) remove any board of directors and deliver resignation letters from each such board member in form and substance reasonably acceptable to Preferred Member, and (B) provide that the Cromwell Field Property Owner is a single member, member-managed limited liability company, and (2) deliver to Preferred Member an Excluded Property Certificate, (iii) cause the Cromwell Field Property Owner to enter into new mortgage loan financing with respect to the Cromwell Field Property that complies with the parameters and Preferred Member approval rights set forth on Schedule G or is otherwise approved by Preferred Member (the “New Cromwell Field Mortgage Loan”); and (iv) cause the new senior lender for the Cromwell Field Property to execute and deliver a recognition agreement to Preferred Member substantially in the form of the Form Recognition Agreement, or otherwise in form and substance reasonably acceptable to Preferred Member.

(d) (i) Payoff and release the Portfolio Mortgage Loan, (ii) (a) transfer one hundred percent (100%) of the membership interests in each of the Portfolio Property Owners to the Company, free and clear of all Encumbrances (such transfer, the “Portfolio Transfer”), and concurrently with the Portfolio Transfer, (b) (1) amend and restate each operating agreement for the Portfolio Property Owners to (A) remove any board of directors and deliver resignation letters from each such board member in form and substance reasonably acceptable to Preferred Member, and (B) provide that such Portfolio Property Owner is a single member, member-managed limited liability company, and (2) deliver to Preferred Member an Excluded Property Certificate, (iii) cause the Portfolio Property Owners to enter into one or more new mortgage loan financings with respect to the Portfolio Properties that comply with the parameters and Preferred Member approval rights set forth on Schedule G or is otherwise approved by Preferred Member (collectively, the “New Portfolio Mortgage Loan”); and (iv) cause each new senior lender for the Portfolio Properties to execute and deliver recognition agreements to Preferred Member substantially in the form of the Form Recognition Agreement, or otherwise in form and substance reasonably acceptable to Preferred Member.

Following the consummation of the Highlandtown Transfer, the definition of “Property” herein shall include the Highlandtown Property and the definition of “Property Owner” shall include the Highlandtown Property Owner. Following the consummation of the Spotswood Transfer, the definition of “Property” herein shall include the Spotswood Property and the definition of “Property Owner” shall include the Spotswood Property Owner. Following the consummation of the Cromwell Field Transfer, the definition of “Property” herein shall include the Cromwell Field Property and the definition of “Property Owner” shall include the Cromwell Field Property Owner. Following the consummation of the Portfolio Transfer, the definition of “Property” herein shall include the Portfolio Properties and the definition of “Property Owner” shall include the Portfolio Property Owners. Broad Street has executed the Joinder to this Agreement for the purpose of agreeing to effectuate (and cause the applicable Broad Street Parties to effectuate) the Excluded Property Covenants under this Section 4.11.

(a) On the Closing Date, (i) Common Member has made, or is deemed to have made, a contribution of the Common Member Equity Interests as set forth on Schedule 3.1 hereof in exchange for 100% of the Common Membership Interest in the Company, and (ii) Preferred Member has made, or is deemed to have made, a cash contribution to the Company in an amount equal to the amount of Preferred Member’s initial Capital Contribution as set forth on Schedule 3.1 hereof in exchange for 100% of the Preferred Membership Interest in the Company, which transactions shall be deemed to constitute Capital Contributions by the Members in the amount of their respective initial Capital Contributions as set forth on Schedule 3.1 hereto as of the date of this Agreement. The Preferred Membership Interest is hereby issued to the Preferred Member upon the Preferred Member making a cash contribution to the Company in an amount equal to the amount of Preferred Member’s initial Capital Contribution as set forth on Schedule 3.1 hereof, and the Preferred Member hereby accepts such issuance of Preferred Membership Interest upon its execution of a counterpart signature page to this Agreement.

(b) If, at any time after the Closing Date, the Company does not have sufficient funds to pay any Necessary Expenses, then Preferred Member may elect to send a Capital Call Notice to Common Member for the amounts necessary to pay such expenses. Notwithstanding the foregoing, Preferred Member shall not have the right to send a Capital Call Notice to Common Member for funding Necessary Expenses consisting of Capital Expenditures in the event there are adequate funds available to pay such Capital Expenditures in (i) the TI/LC CapEx Reserve, and the drawing of such funds from the TI/LC CapEx Reserve would not cause the balance of the TI/LC CapEx Reserve to fall below $2,000,000.00, (ii) any other Reserve maintained for such purpose or (iii) the Excess Cash Flow Account, and in any such case Managing Member promptly utilizes such funds to pay such expenses.

(c) Managing Member may send Capital Call Notices to Common Member for Necessary Expenses (to the extent not paid from the Excess Cash Flow Account), expenses in accordance with the Approved Budget for each Property, any amounts payable by Common Member pursuant to the express terms of this Agreement (whether due to insufficient Net Cash

Flow and Broad Street Gross Receipts to pay such amounts, or otherwise) or such other amounts as may be deemed necessary or desirable by the Managing Member. Any amounts contributed by the Common Member as a result of such Capital Call Notices shall be used by the Company solely for the express purposes for which such capital was called.

(d) All contributions of cash made in connection with Section 5.1(b) or Section 5.1(c) shall be deposited into the Company Holding Account, and notwithstanding anything to the contrary set forth in Section 6.4, such funds will be used expressly for the purposes set forth in Section 5.1(b) and Section 5.1(c), as applicable. To the extent any funds remain following application thereof, such funds will be deposited in the Excess Cash Flow Account.

(e) For the avoidance of doubt, Preferred Member shall not be required to make a Capital Contribution except as otherwise Approved by Preferred Member.

Section 5.2 Priority and Return of Capital. The Preferred Equity Investment will rank senior as to liquidation rights and as to distribution rights, whether for the return of a Capital Contribution or for Net Profits, Net Losses or a Distribution, with respect to the Common Membership Interest and all future preferred equity, common equity and any other Interests or other equity securities of the Company. In the event of a liquidation, sale, merger, consolidation, winding up, or reorganization of the Company, whether in- or out-of-court, pursuant to a plan under Chapter 11 of Title 11 of the Bankruptcy Code, or another Bankruptcy Event, or otherwise, Preferred Member will be entitled to receive, in preference to Common Member and any other Members, an amount equal to the full Redemption Payment.

Section 5.3 Withdrawal or Reduction of Capital Contributions. Except as otherwise expressly provided in this Agreement, no Common Member shall be entitled to demand or receive the return of its Capital Contribution.

Section 5.4 Capital Accounts. A Capital Account shall be maintained for each Member. Said Capital Account shall be kept in accordance with the provisions of Regulation Section 1.704-1(b)(2)(iv). Without limiting the foregoing, each Member’s Capital Account shall be (a) increased by the net agreed value of each Capital Contribution made by such Member, allocations to such Member of the Net Profits and any other allocations to such Member of income pursuant to Section 6.2, and (b) decreased by the net agreed value of each Distribution made to such Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to Section 6.2 Preferred Member may restate Capital Accounts upon any event for which such restatement is permitted pursuant to the Regulations promulgated under Section 704(b) of the Code.

Section 5.5 Transfers. Upon a permitted sale or other transfer of an Interest in the Company, the Capital Account of the Member transferring its Interest shall become the Capital Account of the Person to whom such Interest is sold or transferred in accordance with Regulation Section 1.704-1(b)(2)(iv).

Section 5.6 Deficit Capital Account. Notwithstanding anything to the contrary contained herein, no Member shall have any liability to restore all or any portion of a deficit balance in a Capital Account. A deficit balance in a Capital Account is not an asset of the Company.

Section 6.1 Allocations of Profits and Losses. After taking into account the special allocations set forth in Section 6.2, the Net Profits and Net Losses for each taxable year (or portion thereof) shall be allocated among the Members in the manner that will cause their Capital Accounts to proportionately equal, as closely as possible, the difference between (a) the amount that would be distributable to the Members, or required to be contributed by the Members (which shall be a negative number), if the Company were dissolved, its affairs wound up and (i) all Company Assets were sold on the last day of the taxable year (or portion thereof) for cash equal to their respective Gross Asset Values (except Company Assets actually sold during such taxable year (or portion thereof) shall be treated as sold for the consideration received therefore), (ii) all Company liabilities were satisfied (limited, with respect to each “partner nonrecourse liability” and “partner nonrecourse debt,” as defined in Regulation Section 1.704-2(b)(4), to the Gross Asset Value of the Company Assets securing such liabilities) and (iii) the net assets were immediately distributed in accordance with Section 8.3(c) to the Members (as determined by Preferred Member (or, with respect to any taxable year beginning after the tax year in which payment of the Redemption Amount occurs), the Members unanimously)), minus (b) the sum of (i) any amount such Member would be obligated to contribute to the Company, as determined by Preferred Member (or, with respect to any tax year beginning after the tax year in which payment of the Redemption Amount occurs, the Members unanimously) and (ii) such Member’s share (if any) of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of Company Assets.

(a) Any Member Nonrecourse Deductions for any taxable year or other period shall be specially allocated to the Member(s) that bear(s) the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Regulation Section 1.704-2(i)(1).

(b) Except as otherwise provided in Regulation Section 1.704-2(f), notwithstanding any other provision of this Agreement, if there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent Taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the minimum gain chargeback requirement in Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(c) Except as otherwise provided in Regulation Section 1.704-2(i)(4), notwithstanding any other provision of this Agreement, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any taxable year, then each Member that has a share of the Member Nonrecourse Debt Minimum Gain

attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain, determined in accordance with Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(c) is intended to comply with the minimum gain chargeback requirement in Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(d) If a Member unexpectedly receives any adjustments, allocations, or distributions described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), then items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 6.2(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 6.1 and Section 6.2 have been tentatively made as if this Section 6.2(d) were not in this Agreement.

(e) If a Member has an Adjusted Capital Account Deficit at the end of a taxable year then such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.2(e) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 6.1 and Section 6.2 have been made as if Section 6.2(d) and this Section 6.2(e) were not in this Agreement.

(f) Any Company Nonrecourse Deductions for a Fiscal Year and excess nonrecourse liability of the Company, as described in Regulation Section 1.752-3(a)(3), shall be specially allocated to Common Member.

(g) In accordance with Section 704(c) of the Code (and the principles thereof) and the Regulations issued with respect thereto, income, gain, loss and deduction with respect to any property contributed to the capital of the Company, or after Company property has been revalued under Regulation Section 1.704-1(b)(2)(iv), shall, solely for tax purposes, be allocated among the Members so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Basis. Allocations pursuant to this Section 6.2(g) are solely for purposes of U.S. federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profit, Net Loss, other items, or distributions pursuant to any provision of this Agreement.

(h) Net Profits, Net Losses, income, gain, deductions and credits allocated to a Company interest transferred, issued, or reissued during a Fiscal Year shall be allocated to the Persons who were the holders of such Company interest during such Fiscal Year, using any method selected by Preferred Member to the extent permitted by the Code.

(a) Generally. Common Member in its capacity as Managing Member shall promptly make any Distributions in accordance with Section 6.4 as soon as practicable, but in any event all Net Cash Flow and Broad Street Gross Receipts (except for Reserves that are not scheduled to be applied on any Distribution Date) shall be distributed on at least a monthly basis. At such times as Managing Member makes Distributions, it shall provide the Members with a statement setting forth in reasonable detail the manner in which the Distributions were calculated and determined.

(b) Preferred Return. Distributions on the Preferred Equity Investment shall be paid in arrears and shall be calculated based on the Preferred Return and on the basis of a fraction, the denominator of which shall be three hundred sixty (360) and the numerator of which shall be the actual number of days elapsed during the period beginning on the first (1st) day of the prior month and ending on the last day of the prior month, in each case without adjustment for any Business Day convention (such period, the “Distribution Period”), except that Distributions for a period less than a full month shall be calculated by multiplying the actual number of days elapsed in such period by a daily rate based on said three hundred sixty (360) day year; provided, that the first Distribution Period shall commence on the Closing Date. Capitalized Preferred Return shall accrue on the Preferred Equity Investment from and after the Closing Date and shall accumulate, compound monthly and be added to the Preferred Equity Investment as of the last day of the Distribution Period in which it accrues, and shall thereafter accrue the Preferred Return that accrues on Preferred Equity Investment and shall no longer constitute Preferred Return. Current Preferred Return shall accrue on the Preferred Equity Investment from and after the Closing Date and shall be paid on each Distribution Date. To the extent the Current Preferred Return is not distributed in full to Preferred Member in any month by the fifth (5th) Business Day after the applicable Distribution Date, such failure to distribute the Current Preferred Return shall constitute a Trigger Event hereunder and any portion of the Current Preferred Return which remains unsatisfied shall be added to the Preferred Equity Investment as of the last day of the Distribution Period in which it accrues, and shall thereafter constitute Capitalized Preferred Return for all purposes of this Agreement.

(a) Operating Distributions. Common Member shall cause the Company to distribute all Net Cash Flow and Broad Street Gross Receipts to its Members on a monthly basis. Subject to the provisions of Sections 6.4(b), 8.3 and 11.4, all Net Cash Flow and Broad Street Gross Receipts shall be distributed as follows on each Distribution Date (the “Operating Distribution Waterfall”):

(i) First, towards the repayment in full of (x) the principal of, then (y) any interest accrued under, any Protective Loans advanced to the Company by Preferred Member in accordance with Section 11.5;

(ii) Second, to Common Member to enable the Broad Street Parties to pay actual Broad Street Expenses payable in such month in accordance with the Approved Corporate Budget, in an amount not to exceed the sum of (1) the Broad Street Net Expense

Budgeted Amount for such month plus (2) the actual net amount of brokerage commissions retained by the Broad Street Parties and deposited in the Company Holding Account after payment of such amounts due to brokers as contemplated in the definition of “Broad Street Gross Receipts”;

(iv) Fourth, to pay all accrued and unpaid Current Preferred Return (to the extent not yet Capitalized Preferred Return and included in the Preferred Equity Investment);

(v) Fifth, (x) at any such time as the amount on deposit in the TI/LC CapEx Reserve is less than two million dollars ($2,000,000), to fund the TI/LC CapEx Reserve until the amount on deposit is equal to five million dollars ($5,000,000), and (y) beginning in the first calendar month in the fifth (5th) full fiscal quarter after the Closing Date, to fund the TI/LC CapEx Reserve until such time as the Total Yield is no less than eight percent (8.0%); provided, that any such time as the amount on deposit in the TI/LC CapEx Reserve is equal to five million dollars ($5,000,000), amounts required to be funded pursuant to this subsection (y) will be deposited into a separate Reserve (the “Interest Reserve”) to be utilized to pay Debt Service on the Mortgage Loans and the Mezzanine Loan (solely to the extent Net Cash Flow and Broad Street Gross Receipts are not available to first make Debt Service payments);

(vi) Sixth, to Common Member to allow for a distribution payment by Common Member to its holders of Preferred OP Units to the extent required by the OP Agreement, as amended, subject in all cases to the Dividend Cap;

(vii) Seventh, beginning in the first calendar month in the fifth (5th) full fiscal quarter after the Closing Date, to Common Member to allow for a dividend payment by Broad Street to its common shareholders and for a distribution payment by Common Member to its common unitholders, in each case, and taking into account distributions pursuant to Section 6.4(a)(vi) in the aggregate in an amount up to a four percent (4.0%) annual yield (the “Dividend Cap”) based on the average stock price of Broad Street’s Common Stock on the first trading day of each calendar month and based on the aggregate outstanding shares of Common Stock, OP Units (other than OP Units held by Broad Street) and Preferred OP Units; and

(viii) Eighth, to the Excess Cash Flow Account, for reinvestment into the Company in accordance with Section 4.7(c) hereof.

(b) Operating Distributions After Certain Events. Notwithstanding Section 6.4(a) or anything to the contrary contained herein, (x) from and after the Exit Date (if the Redemption Amount shall not have been paid in full to Preferred Member on or prior to such applicable date or if a Qualified Public Offering has not occurred on or prior to such applicable date), (y) from and after the occurrence of a Trigger Event or (z) during the continuance of a Delaware Law Payment Grace Period, all Net Cash Flow and Broad Street Gross Receipts shall be distributed to the Members as follows on each Distribution Date:

(ii) Second, to pay all accrued and unpaid Preferred Return at the Priority Return Rate;

(iii) Third, to Preferred Member until it receives payment in full of the Redemption Amount; and

(c) Net Capital Proceeds. Upon the occurrence of a Capital Event, except as provided below in this Section 6.4(c), all Net Capital Proceeds shall be distributed as follows (unless such Capital Event results in the dissolution and winding up of the Company, then in accordance with Section 8.3):

(ii) Second, to Preferred Member until it receives payment in full of the Redemption Amount; and

Common Member and Broad Street shall cause all Broad Street Parties to distribute Net Capital Proceeds to the Company within five (5) days of receipt.

Notwithstanding the foregoing provisions of this Section 6.4(c), so long as no Trigger Event has occurred, upon the closing of each of the New Highlandtown Mortgage Loan, New Spotswood Mortgage Loan, New Cromwell Mortgage Loan and any refinancing of the Lamar Station Plaza Mortgage Loan pursuant to the terms and conditions hereof, any Net Capital Proceeds that would otherwise be required to be distributed pursuant to this Section 6.4(c) (“Special Refi Proceeds”) may instead be deposited by the Common Member into the TI/LC CapEx Reserve and applied in accordance with the provisions of Section 4.7(b).

Section 6.5 Withholding. Notwithstanding any other provision contained in this Agreement, in the event that the Company is required to withhold and remit any taxes to the Internal Revenue Service or any other taxing authority (the “Tax Authority”) with respect to any Member (the “Withheld Member”), then each such Withheld Member shall be required to make additional capital contributions at such times and in such amounts as determined by Managing Member sufficient to fund, or reimburse the Company for, such obligations of the Company. Such capital contributions shall not be deemed Capital Contributions for purposes of this Agreement (but shall increase the Capital Account balance of such Member), and shall not change the Distributions that would otherwise be made to such Withheld Member. The amount of any such taxes remitted by the Company with respect to a Withheld Member for any year shall be a reduction of such Member’s Capital Account balance as if such amount were distributed to such Member but, provided that such Member has made the contribution required by the previous sentence, shall not reduce the actual cash Distribution to be made to such Member pursuant to this Agreement. Notwithstanding the foregoing, Managing Member may offset any Distribution to be made to a Member against any contribution required to be made by such Member and thereby reduce the contribution required to be made by such Member

(a) Common Member shall prepare, or cause to be prepared, and furnish to each Member (i) not later than each February 15 a schedule of estimated taxable income of the Company for the year ending on the preceding December 31 and (ii) not later than each October 15 a schedule of estimated taxable income and book income of the Company for the nine months ending on the preceding September 30. All schedules of book income shall be prepared in accordance with GAAP. All tax returns shall be prepared by CohnReznick LLP or another accountant Approved by Preferred Member (or, in respect of any tax year beginning after the tax year in which payment of the Redemption Amount has occurred, the Members unanimously) (the “Approved Accountant”). All audits of the Company’s financial statements shall be performed by BDO USA, LLP or another independent registered public accounting firm Approved by Preferred Member (or, in respect of any tax year beginning after the tax year in which payment of the Redemption Amount has occurred, the Members unanimously) (the “Approved Auditor”).

(b) As promptly as reasonably practicable after the end of each taxable year, Common Member will cause the Approved Accountant to prepare and deliver to each Member a report setting forth in sufficient detail all information and data with respect to business transactions effected by or involving the Company during the taxable year as will enable the Company and each Member (with respect to the Company) to timely prepare its federal, state and local income tax returns in accordance with applicable laws, rules and regulations. Common Member will cause the Approved Accountant to prepare all federal, state and local income tax returns, and other tax returns, required of the Company and each of its subsidiaries, and with respect to any income tax return and other material tax return, submit those returns to Preferred Member and to Common Member for their Approval on a date to be mutually agreed upon (but, in the case of an income tax return, no later than August 1st of the year following such taxable year) and will file the tax returns after they have been Approved by Preferred Member and Common Member. If Preferred Member shall not have Approved any such tax return prior to the date required for the filing thereof (including any extensions granted), Common Member will diligently endeavor to timely obtain an extension of such date to the extent such an extension is available.

(a) The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes and, if applicable, state and local income tax purposes. Neither the Company nor any Member may make an election for the Company or any Subsidiary to be taxed as a corporation under the Code or any similar provisions of applicable state law, and no provisions of this Agreement shall be interpreted to authorize any such election.

(b) Notwithstanding anything to the contrary in this Agreement, the Members and the Company agree, that for U.S. federal, and applicable state and local, income tax purposes, (i) the entirety of the Preferred Membership Interest shall be treated as equity in the Company and Preferred Member and Sponsor shall each be treated as a “partner” of the Company, and (ii) (x) no amount with respect to Preferred Member’s Membership Interest shall be treated as a

guaranteed payment under Section 707(c) of the Code or a fee or other payment under Section 707(a) of the Code and (y) in no event shall Preferred Member’s entitlement to any amounts of the Redemption Amount or otherwise pursuant to this Agreement result in a taxable capital shift to Preferred Member. Each Member and the Company agrees not to file any tax returns or reports, or take any position for U.S. federal and applicable state and local income, tax purposes, inconsistent with the foregoing, and the Company shall issue to the Members a Schedule K-1 consistent with the foregoing. Notwithstanding anything to the contrary in this Section 7.2 or otherwise in this Agreement, this Section 7.2 and the rights of Preferred Member under this Section 7.2 shall survive any transfer or redemption of Preferred Member’s Interest in the Company.

(a) The Members designate Common Member (or such other Person designated by Common Member (subject to the Approval of Preferred Member) and eligible to act in such capacity) to be the Company’s “partnership representative” under Section 6223 of the Code (and any comparable provision of applicable state and local tax law) (collectively, the “Tax Representative”). The Tax Representative shall have all powers and responsibilities provided for a “partnership representative” in the provisions of the Code referred to above and corresponding provisions of state and local law, including but not limited to the power to make any and all elections under the Revised Partnership Audit Provisions and to designate any individual through whom the Tax Representative shall act (if the Tax Representative is not an individual). The Tax Representative shall keep Preferred Member informed of any material inquiries, audits, other proceedings or tax deficiencies assessed or proposed to be assessed (of which the Tax Representative is actually aware) by any taxing authority against the Company by providing written notice thereof to Preferred Member on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to Preferred Member copies of all written communications it may receive in that capacity. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred by the Tax Representative in performing those duties, including any causes of action arising out of, resulting from or attributable, in whole or in part, to the Tax Representative’s actions and decisions in its conduct as the Tax Representative, to the fullest extent allowed by applicable law. Each Member shall be responsible for any costs incurred by such Member with respect to any tax audit or tax-related administrative or judicial proceeding against such Member, even though it relates to the Company. The Members shall cooperate as reasonably requested by the Tax Representative in connection with any election or decision made by it acting in that capacity (including by filing amended tax returns, providing information requested, and reporting in their tax returns consistently with any settlements reached with a taxing authority). Notwithstanding anything to the contrary, if Preferred Member transfers its Preferred Membership Interest or otherwise ceases to be a Member, Preferred Member (or such other Person designated by Preferred Member) shall retain any rights under this Section 7.3 with respect to all audits and related actions the outcome of which could affect Preferred Member or its direct or indirect owners.

(b) If the Company incurs any liability for taxes, interest or penalties pursuant to the Revised Partnership Audit Provisions then:

(i) the Tax Representative shall cause the Members (including any former Member) to whom such liability relates, as determined by Tax Representative in its reasonable

good faith discretion (subject to the Approval of Preferred Member), to pay, and each such Member hereby agrees, to pay such amount to the Company and such amount shall not be treated as a Capital Contribution for purposes of any provision herein that affects distributions to the Members;

(ii) any amount not paid by a Member (or former Member) within five (5) Business Days after the time requested by Tax Representative (such Member or former Member, a “Non-Paying Member”) shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), until paid, and such Non-Paying Member shall also be liable to the Company for any damages resulting from a delay in making such payment beyond the date such payment is requested by Tax Representative, and for this purpose the fact that the Company could have paid this amount with other funds shall not be taken into account in determining such damages. If any other Member (or Affiliate thereof) funds any such amount, such funding shall be treated as a loan to the Non-Paying Member that shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), shall be payable on demand, and any amounts otherwise payable to such Non-Paying Member (or Affiliate thereof) pursuant to this Agreement or any other agreement between the Company (or a Company Subsidiary) and such Non-Paying Member (or Affiliate thereof) shall be paid to such lending Member (or Affiliate thereof) (which payment shall be treated as a distribution or payment (as applicable) to the intended original recipient followed by a payment by the Non-Paying Member of such loan (and an intervening payment between the Non-Paying Member and its Affiliate, if applicable)); and

(iii) without reduction in a Member’s (or former Member’s) obligation under clauses (i) and (ii), any amount paid by the Company that is attributable to a Member (or former Member), as determined by Tax Representative in its sole good faith discretion, and that is not paid by such Member (or former Member) pursuant to clauses (i) and (ii) shall be treated for purposes of this Agreement as an advance of distributions to which the Non-Paying Member is entitled under this Agreement.

(c) If the Company liquidates prior to the full indemnification of reimbursable costs incurred by the Tax Representative acting in its capacity as such, each Member shall be personally liable for its share of such costs as determined in good faith by the Tax Representative based on the distribution rights of the Members at the time of such liquidation.

(d) The obligations of each Member (or former Member) under this Section 7.3 shall survive the transfer by such Member of its Membership Interest and the dissolution of the Company.

(e) The Tax Representative shall not have any implied obligations or duties, may rely on the advice or services of any lawyers, accountants, tax advisers or other professional advisers or experts and shall not be liable for any damages, costs or losses to any Person, any diminution in value or any liability whatsoever arising as a result of such reliance or otherwise as a result of action or inaction taken in its capacity as Tax Representative. The Tax Representative shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. The Tax Representative shall not be liable for any action taken or omitted to

be taken except to the minimum extent required by law. Each Member hereby waives, releases and agrees not to sue the Tax Representative or any of the Tax Representative’s Affiliates, officers, directors, employees, attorneys, members, partners or agents for damages in respect of any claim in connection with, arising out of, or in any way related to, the Tax Representative’s duties under this Agreement except for gross negligence, willful misconduct or fraud.

(f) Neither Common Member nor the Tax Representative shall enter into any proposed settlement or other agreement with the Internal Revenue Service or any other taxing authority, take any administrative or judicial appeal with respect thereto, or make any tax elections on behalf of the Company that in any such case could adversely affect Preferred Member without the Approval of Preferred Member, which Approval may be withhold in Preferred Member’s sole discretion.

(a) In addition to the establishment and maintenance of Capital Accounts, the Managing Member shall maintain at all times full and complete books and records with respect to the Company and Company Subsidiaries, including those specified in the Act, in a form consistent and reasonably acceptable to Preferred Member. The books and records required to be maintained hereunder and/or under any other agreements shall be available for examination by the Preferred Member and its attorneys, accountants or other agents or representatives at reasonable times and upon reasonable notice. The books and records shall be prepared in accordance with GAAP and income tax basis, as consistently applied.

(b) Managing Member shall prepare the periodic reports and budgets provided for in this Agreement and as otherwise reasonably required by Preferred Member in the time periods provided for in this Agreement. In addition, Managing Member shall use its commercially reasonable efforts to prepare such additional reports and supply such additional information related to each Property and the Company reasonably requested by Preferred Member as promptly as reasonably practicable.

(c) With respect to each calendar month during the term of this Agreement, no later than 30 days following the end of the applicable month, Managing Member shall deliver to Preferred Member the statements and reports listed on Exhibit C under “Monthly Reports” accompanied by a certification thereof by Managing Member in the form of Exhibit N attached hereto. With respect to each calendar quarter during the term of this Agreement, no later than the forty-fifth (45th) day following the end of such calendar quarter, Managing Member shall deliver to Preferred Member the statements and reports listed on Exhibit C under “Quarterly Reports” accompanied by a certification thereof by Managing Member in the form of Exhibit O attached hereto. With respect to each Fiscal Year during the term of this Agreement, no later than the ninetieth (90th) day following the end of such Fiscal Year, Managing Member shall deliver to Preferred Member the statements and reports listed on Exhibit C under “Annual Reports” accompanied by a certification thereof by Managing Member in the form of Exhibit O attached hereto. During the term of this Agreement, Managing Member shall deliver to Preferred Member the statements and reports listed on Exhibit C under “Other Reporting” as and when required therein, accompanied by a certification thereof by Managing Member in the form of Exhibit O attached hereto.

(d) As soon as practicable after the end of each Fiscal Year of the Company beginning with Fiscal Year 2023, Managing Member shall cause an audit of the Company’s financial statements (the “Audit”) to be taken and made by the Approved Auditor in accordance with all requirements of GAAP with respect thereto, covering the assets, properties, liabilities, and net worth of the Company, and its dealings, transactions, and operations during such Fiscal Year, and all matters and things customarily included in such accountings and audits, and the Company shall have a full, detailed, certified, audited financial statement furnished to each Member upon completion of the Audit and within 90 days after the end of such Fiscal Year, which first annual Audit for Fiscal Year 2023 shall include the period commencing on the Closing Date through the end of Fiscal Year 2023; provided, however, that notwithstanding the foregoing, at any time commencing July 1, 2023 through the end of Fiscal Year 2023, Common Member shall promptly, following written request from Preferred Member, deliver an Audit to Preferred Member for the period between the Closing Date and such written request by Preferred Member.

(f) A copy of the general ledger used with respect to each Property or the Company, to be delivered to each Member upon written request and upon completion of the Audit.

(h) Managing Member shall prepare and deliver or have caused to be prepared and delivered to each Member on or before August 1 of each Fiscal Year of the Company, U.S. federal income tax Form K-1 and any similar forms required by any state, local or non-U.S. taxing authority and all other information concerning the Company necessary for the preparation of the Members’ U.S. federal, state, local and non-U.S. income tax returns and any other tax reporting or filing requirements imposed on such Member by any taxing authority.

(i) Managing Member shall furnish to Preferred Member copies of the reports listed on Exhibit C under “Other Reports” attached hereto at such times as set forth therein.

(j) The books, statements and records of the Company shall be maintained at all times at the Company’s principal office, or such other place as may be Approved by Preferred Member. Managing Member shall retain all books and records of the Company for a minimum of seven (7) years.

(k) Managing Member shall furnish to Preferred Member any financial reports required to be delivered to any Mortgage Lender under each Mortgage Loan and Excluded Property Mortgage Loan concurrently with delivery of such reports to the applicable Mortgage Lender.

Notwithstanding the foregoing or anything to the contrary contained herein, all books, reports and statements required to be delivered pursuant to this Section 7.4 shall be delivered on the earlier to occur of (i) prior to any delivery deadlines in the Mortgage Loan Documents and Excluded Property Mortgage Loan Documents, and (ii) the delivery dates set forth herein.

Section 7.5 Information. Preferred Member shall be entitled to obtain from Managing Member and the Company, from time to time, upon reasonable demand for any purpose reasonably related to Preferred Member’s interest, the following:

(a) in addition to the information and documentation required under Section 7.4, true and full information regarding the status of the business and financial condition of the Company;

(b) promptly after becoming available, a copy of the Company’s federal, state and local income tax returns for each year;

(e) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Member and which each Member has agreed to contribute in the future, and the date on which each became a Member and the right to audit the same;

(f) all other business records in the possession of Managing Member or the Company; and

(g) such other information regarding the affairs of the Company as is reasonably requested.

Section 7.6 Bank Accounts. Managing Member will maintain separate bank accounts of the Company, including the Company Holding Account, the TI/LC Capex Account, the Excess Cash Flow Account and the Interest Reserve (collectively, the “Company Accounts”) at the Account Bank or such other bank as Managing Member, subject to the reasonable Approval of Preferred Member, may designate exclusively for the deposit and disbursement of all funds of the Company and its Subsidiaries. All funds of the Company and its Subsidiaries shall be promptly deposited in such Company Accounts. At all such times prior to the occurrence of a Trigger Event, Managing Member’s designee shall be the primary day-to-day authorized signatory for the Company Accounts. Managing Member shall provide Preferred Member with view-only access (including on-line access) to all Company Accounts as well as any bank accounts held by any Property Owner, Broad Street or any other Broad Street Parties. All withdrawals and transfers from the Company Accounts and all checks drawn against the Company Accounts shall only be made to pay costs and expenses incurred in accordance with this Agreement and shall only require the signature of Managing Member’s designated authorized signatory. At all such times prior to the occurrence of a Trigger Event, the IM Signatories shall have no authority to authorize disbursements from or otherwise manage the Company Accounts. Notwithstanding the foregoing, following a Trigger Event and delivery of a Removal Notice to Common Member, only signatories designated by Preferred Member (each, an “IM Signatory”) shall have access to the Company Accounts and the sole right to control the Company Accounts, including to authorize disbursements from and otherwise manage the Company Accounts. Pursuant to the Clearing Account Agreement, Account Bank has acknowledged and agreed that upon receipt of a “Notice

of Sole Control” (as described in the Clearing Account Agreement), all authority with respect to the Company Accounts of any person other than Preferred Member shall be revoked, and only the actions, authorizations and instructions of Preferred Member will be honored by the bank.

Section 7.7 Accounting Period. The accounting period of the Company shall be the Fiscal Year.

Section 8.1 Dissolution. The Company shall be dissolved and subsequently terminated upon the occurrence of the first of the following events:

(a) unanimous written agreement of the Members to dissolve and subsequently terminate the Company;

(b) any other event that terminates the continued membership of any Member, but only if Preferred Member provides its Approval to dissolve the Company;

(d) the occurrence of any other event of dissolution under the provisions of this Agreement or, subject to the provisions of this Agreement to the contrary, the LLC Act; and

(e) if all or substantially all of the Company Assets are sold or otherwise disposed of and the proceeds thereof distributed.

Section 8.2 Winding-up. When the Company is dissolved, the business and property of the Company shall be wound up and liquidated by the Liquidator. The Liquidator shall use its best efforts to reduce to cash and cash equivalent items such Company Assets as the Liquidator shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations.

Section 8.3 Final Distribution. Upon winding up of the Company, certain assets of the Company selected by the Liquidator may be sold, and the assets not sold, and the cash remaining after the payment of or provision for the debts of the Company, shall in all events be distributed as follows:

(a) First, to pay all creditors of the Company, other than Members, either by the payment thereof or the making of reasonable provision therefor;

(b) Second, to the setting up of any reserves which the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company as provided in Section 18-804(b) of the LLC Act and, subject to such Section 18‑804(b), at the expiration of such period as the aforesaid person or persons may deem advisable, for distribution in the manner hereinafter provided; and

(ii) Second, to Preferred Member until it receives payment in full of the Redemption Amount; and

A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Liquidator to minimize the losses attendant upon a liquidation. The Liquidator may retain such cash and/or other assets as it deems reasonably necessary as a reserve for the discharge of liabilities of the Company. The decision whether to distribute part or all of the assets of the Company in kind or in cash following dissolution shall be made by the Liquidator.

Section 8.4 Termination. The Company shall terminate when all of the assets of the Company have been distributed in the manner provided for in this Article VIII, and the existence of the Company shall have been terminated in the manner required by the LLC Act. The Liquidator (or Members if necessary) shall take all other actions as may be necessary to terminate the Company.

Section 8.5 Claims of the Members. Current Members and former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any other Member or former Member, except if set forth in a separate guaranty.

(a) (i) Common Member shall not sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of its Interest or any part thereof or retire or withdraw from the Company (an “Interest Transfer”), and (ii) no direct or indirect owners of Common Member shall sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of its direct or indirect interest in Common Member (a “Member Transfer”; and together with an Interest Transfer, a “Transfer”), in each case without the Approval of Preferred Member in its sole and absolute discretion, except as otherwise provided in this Article IX. Notwithstanding the foregoing, any Member Transfer of a direct or indirect interest in Common Member (but not an Interest Transfer of Common Member’s direct Interest in the Company) shall be permitted without the Approval of Preferred Member; provided that, after giving effect to such Transfer, (A) the Common Member named herein remains the Common Member and the Managing Member of the Company, (B) no Change of Control occurs, (C) no Key Man Event exists following such Transfer, (D) such Transfer does not violate the provisions of any Mortgage Loan Document or the Mezzanine Loan

Documents or any ground lease affecting an individual Property, and (E) such Transfer does not otherwise violate any express provision of this Agreement.

(b) A Transfer shall include, but not be limited to, (i) if a person is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (ii) if a person is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partner interest of any general partner or any profits or proceeds relating to such partner interest, or the sale or pledge of limited partner interests or any profits or proceeds relating to such limited partner interest or the creation or issuance of new limited partner interests or the changing, granting or increasing of consent rights to any limited partner; (iii) if a person is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member, a non-member manager or any member exercising management or control rights (or if no managing member, non-member manager or member exercising management or control rights, any member) or the sale or pledge of the membership interest of a managing member or member exercising managing or control rights (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests, or the changing, granting or increasing of consent rights to any member or non-member; or (iv) if a person is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in a person or the creation or issuance of new legal or beneficial interests.

(c) Notwithstanding the foregoing, no Transfer or substitution shall be recognized if either Member reasonably believes that such Transfer or substitution would pose a material risk that the Company will be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder.

(d) Notwithstanding anything in this Agreement to the contrary, (i) in no event shall an Interest (or any portion thereof) be assigned, sold, exchanged, transferred, pledged, hypothecated or otherwise to a Prohibited Transferee and (ii) in no event shall an Interest (or any portion thereof) or any direct or indirect interest in any Member be directly or indirectly Transferred in the event such Transfer shall cause any Member to cease to be in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act, and other authorizing statutes, executive orders and regulations administered by the Office of Foreign Assets Control, Department of the Treasury; and any attempt to effect any such Transfer as is described in clauses (i) or (ii) of this sentence shall be void and of no effect and shall not bind any Company.

(e) Notwithstanding anything in this Agreement to the contrary, in no event shall the Common Member or Managing Member (or any Affiliate of any of the foregoing) acquire or agree to acquire any interest in any Mortgage Loan or Excluded Property Mortgage Loan by way of purchase, transfer, exchange or otherwise.

(a) Preferred Member shall not permit an Interest Transfer of its Interest in the Company or a Member Transfer with respect to direct or indirect interests in Preferred Member without the prior written approval of the Common Member in its sole and absolute discretion; provided, however, consent of the Common Member shall not be required for (i) any Transfer to Fortress or any of its Affiliates, (ii) any Interest Transfers by Preferred Member of up to forty-nine percent (49%) of its interests in the Company, in the aggregate, to passive, non-controlling transferees, or (iii) any direct or indirect Transfers in Preferred Member, so long as (x) Preferred Member is Controlled directly or indirectly by Fortress or one or more Fortress Managed Entities, and (y) at least fifty-one percent (51%) of the interests directly or indirectly in Preferred Member are owned by one or more Fortress Managed Entities.

(b) Notwithstanding anything to the contrary provided herein, following the occurrence of a Trigger Event, Preferred Member shall not be restricted from any Transfer whatsoever and no Transfer by or with respect to Preferred Member shall require the consent of Common Member.

(a) Any purported Transfer by a Member of all or any part of its Interest in violation of this Article IX shall be null and void and of no force or effect.

(b) Except as expressly provided in this Article IX, no Member shall have the right to withdraw from the Company prior to its termination and no additional Member may be admitted to the Company unless Approved by Preferred Member. In the event that a Member purports to resign as a Member, such Member shall not be entitled to receive any Distributions or fees and shall not otherwise be entitled to receive value for or in respect of its Interest except as otherwise expressly provided herein. Notwithstanding any provision of this Agreement to the contrary, a Member may not Transfer all or any part of its Interest if such Transfer would jeopardize the status of the Company as a partnership for U.S. federal income tax purposes, or would violate, or would cause the Company to violate, any applicable law or regulation, including any applicable U.S. federal or state securities laws or any document or instrument evidencing indebtedness of the Company secured by the Company Assets.

(c) Concurrently with the admission of any substitute or additional Member (such member, the “Transferee”) as Approved by Preferred Member, the Members shall forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the extent required showing the substitution of a Transferee as a substitute Member in place of the Member transferring its Interest, or the admission of an additional Member, all at the expense, including payment of any professional and filing fees incurred, of such substituted or additional Member. The admission of any person as a substitute or additional Member shall be conditioned upon such person or entity’s written acceptance and adoption of all the terms and provisions of this Agreement.

(d) If any Interest of a Member is transferred during any accounting period in compliance with the provisions of this Article IX, each item of income, gain, loss, expense,

deduction and credit and all other items attributable to such Interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying Interests during such period in accordance with Section 706(d) of the Code, using any conventions permitted by law and selected by Preferred Member. All Distributions on or before the date of such transfer of a Member’s Interest shall be made to the transferor, and all Distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and Distributions, the Company shall recognize a transfer of a Member’s Interest on the date that the Managing Member receives notice of the transfer and reasonable evidence of the consummation thereof which complies with this Article IX from the Member transferring its Interest.

Section 10.1 Representations and Covenants by the Members. Each Member represents, warrants, covenants, acknowledges and agrees that:

(a) It is a corporation, limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite power and authority to enter into this Agreement, to acquire and hold its Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized.

(b) This Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are and will be binding and enforceable against it.

(c) Neither (i) the execution and delivery of this Agreement and the performance of its obligations hereunder nor (ii) the transaction contemplated by this Agreement will conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it (or any of its Affiliates) is a party or by which it (or any of its Affiliates) is bound or to which any of its (or any of its Affiliate’s) property or assets are subject, conflict with or violate any of the provisions of its organizational documents, or violate any statute or any order, rule or regulation of any Governmental Entity, that would materially and adversely affect the performance of its duties hereunder; such Member has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by such Member of its obligations hereunder.

(d) There is no action, suit or proceeding pending or, to its knowledge, threatened against it in any court or by or before any other Governmental Entity that would prohibit its entry into or performance of this Agreement.

(e) This Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member.

(f) It has been advised to engage, and has engaged, its own counsel (whether in-house or external) and any other advisors it deems necessary and appropriate. By reason of its

business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Company or any other Member), it is capable of evaluating the risks and merits of an investment in the Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Member to rely upon the advice of counsel acting for another Member or to create an attorney-client relationship between a Member and counsel for another Member.

(g) It is familiar with the definition of “accredited investor” in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and it represents that it is an “accredited investor” within the meaning of that Rule.

(h) It is not required to register as an “investment company” within the meaning ascribed to such term by the Investment Company Act of 1940, as amended, and in the event the U.S. Securities and Exchange Commission determines that it is required to register as an “investment company” it shall promptly notify the other Member. Each Member shall use commercially reasonable efforts to cooperate with the other Member to prevent either Member from being required to register as an “investment company”.

(i) (i) each Person owning a ten percent (10%) or greater interest in such Member (A) is not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (or any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing statute, executive order or regulation) and (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of U.S. law, regulation, or executive order of the President of the United States, and (ii) such Member has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. This Section 10.1(i) shall not apply to any Person to the extent that such Person’s interest in the Member is through either (x) a Person (other than an individual) whose securities are listed on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (y) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended.

(j) It acknowledges and agrees that Kirkland & Ellis LLP serves as counsel to Preferred Member, and that Kirkland & Ellis LLP does not serve as counsel to any other Member. Every Member other than Preferred Member acknowledges and agrees that it does not have an attorney-client relationship with Kirkland & Ellis LLP, and that no such relationship will arise in the course of the Company’s existence or dissolution by any means.

(k) It acknowledges and agrees that Morrison & Foerster LLP serves as counsel to Common Member, and that Morrison & Foerster LLP does not serve as counsel to any other Member. Every Member other than Common Member acknowledges and agrees that it does not have an attorney-client relationship with Morrison & Foerster LLP and that no such relationship will arise in the course of the Company’s existence or dissolution by any means.

(l) It shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall immediately notify the other Members in writing if it becomes aware that any of the foregoing representations, warranties or covenants are no longer true or have been breached or if the Member has a reasonable basis to believe that they may no longer be true or have been breached.

(m) No later than thirty (30) days following the Closing Date, Common Member shall cause the Subsidiaries listed on Exhibit Q attached hereto (such Subsidiaries, the “Board-Managed Subsidiaries”) to (i) amend or amend and restate their respective operating agreements to remove any board of directors or board of managers (excluding independent directors or independent managers appointed at the direction of any Mortgage Lender), deliver resignation letters from each such board member in form and substance reasonably acceptable to Preferred Member, and provide that such Board-Managed Subsidiary is a single member, member-managed limited liability company, and (ii) obtain any lender consents required under the applicable Mortgage Loan Documents necessary to effectuate such amendment or amendment and restatement or such Board-Managed Subsidiary’s operating agreement.

Section 10.2 Equitable Relief. Each of the parties to this Agreement acknowledges that it may be impossible to measure in money the damage to the Company and the Members, if any of them or any transferee or any legal representative of any party hereto fails to comply with any of the restrictions or obligations imposed by this Agreement, that every such restriction and obligation is material, and that in the event of any such failure, neither the Company nor the Members may have an adequate remedy at law or in damages. Therefore, each party hereto consents to the issuance of an injunction or the enforcement of other equitable remedies against it at the suit of an aggrieved party without the posting of any bond or other equity security, to compel specific performance of all of the terms of this Agreement, and waives any defenses thereto, including the defenses of: (i) failure of consideration and (ii) availability of relief in damages.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any choice of law principles. In particular, the Company is formed pursuant to the LLC Act, and the rights and liabilities of the Members shall be as provided therein, except as herein otherwise expressly provided. Except for disputes regarding a Removal Notice (for which the sole and exclusive venue shall be arbitration pursuant to Section 4.1(e) and Schedule D), each of the Members and the Manager consents to the jurisdiction of the Delaware Court of Chancery within New Castle county in the State of Delaware (and any appellate court thereof located within such county) and to the extent such Court of Chancery (or appellate court thereof located within such county) lacks jurisdiction over the matter, the Federal Courts of the United States of America located within New Castle County in the State of Delaware (or appellate court thereof located within such county), and each of the Members and the Manager hereby consents to the exclusive jurisdiction of the above courts in any such action and to the laying of venue in the State of Delaware. The parties irrevocably and unconditionally waive any objection to the laying of venue of any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such proceeding brought in any such court has been brought in an inconvenient forum. Any process in any such action shall be duly

served if mailed by registered mail, postage prepaid, to the parties at their respective address described in Section 10.6.

(b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE MEMBERS AND MANAGING MEMBER HEREBY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.

Section 10.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors and permitted assigns.

Section 10.5 Access; Confidentiality. By executing this Agreement, each of Common Member and Preferred Member expressly agrees, at all times during the term of the Company and thereafter and whether or not at the time a Member of the Company (a) not to issue any press release or advertisement or take any similar action concerning the Company’s business or affairs without first obtaining the Approval of the other Member, which shall not be unreasonably withheld, conditioned or delayed, (b) not to publicize detailed financial information concerning the Company and (c) not to disclose the Company’s affairs generally; provided that none of the foregoing shall restrict any Member from disclosing information concerning such Member’s investment in the Company to its officers, directors, employees, agents, legal counsel, accountants, other professional advisors, limited partners, members and Affiliates, or to prospective or existing investors of such Member or its Affiliates or to prospective or existing lenders to such Member or its Affiliates. Nothing herein shall restrict any Member from disclosing information that: (i) is in the public domain; (ii) was made available or becomes available to a Member on a non-confidential basis prior to its disclosure by the Company; (iii) was available or becomes available to a Member on a non-confidential basis from a Person other than the Company who is not otherwise bound by a confidentiality agreement with the Company or its representatives, or is not otherwise prohibited from transmitting the information to the Member; (iv) is developed independently by the Member; (v) is required or would be reasonably prudent to be disclosed by applicable law, including the applicable rules and regulations of the U.S. Securities and Exchange Commission and any national securities exchange or over-the-counter market; or (vi) is expressly approved in writing by the Company. The provisions of this Section shall survive the termination of the Company.

Section 10.6 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Attention: Daniel Perlman, P.C. and Rachel Brown, P.C.
Email: daniel.perlman@kirkland.com; rachel.brown@kirkland.com

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attention: David Perechocky
Email: david.perechocky@kirkland.com

Section 10.7 Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument. Each party may deliver its signed counterpart of this Agreement to the other parties by means of electronic mail or any other electronic medium utilizing image scan technology, and such delivery will have the same legal effect as hand delivery of an originally executed counterpart.

Section 10.8 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter hereof.

Section 10.9 Amendments. Any amendment to this Agreement shall be effective only if such amendment is evidenced by a written instrument duly executed and delivered by the Members.

Section 10.10 Waivers. No waiver of any breach of any term of this Agreement shall be effective unless made in writing signed by the party against whom enforcement of the waiver is sought, and no such waiver of any breach of that term or any other term of the same or different nature shall be construed as a waiver of any subsequent breach of that term of the same or different nature.

Section 10.11 Severability. It is the express intention of the parties that the agreements contained herein shall have the widest application possible. If any agreement contained herein is found by a court having jurisdiction to be unreasonable in scope or character, the agreement shall not be rendered unenforceable thereby, but rather the scope or character of such agreement shall be deemed reduced or modified with retroactive effect to render such agreement reasonable and such agreement shall be enforced as thus modified. If the court having jurisdiction will not review the agreement, then the parties shall mutually agree to revise the unenforceable provision to as close as permitted by law to the provision declared unenforceable. The parties further agree that in the event a court having jurisdiction determines, despite the express intent of the parties, that any portion of any covenant or agreement contained herein is not enforceable, the remaining provisions of this Agreement shall nonetheless remain valid and enforceable.

Section 10.12 No Partition. The Members hereby waive any right of partition they may have with respect to any assets of the Company, now existing or hereafter acquired.

Section 10.13 Exhibits and Schedules. The Schedules and Exhibits attached hereto are hereby incorporated herein and made a part of this Agreement. Exhibit A and Exhibit B may be updated from time to time by the Managing Member (with the Approval of Preferred Member) to reflect any additional real property or interests in real property acquired, or any additional mortgage loans refinanced or obtained, by the Company or its Subsidiaries following the Closing Date, in each case in accordance with and subject to the terms of this Agreement.

Section 10.14 Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 10.15 Cumulative Remedies; Prevailing Party. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law or otherwise. If any Member seeks to enforce such Member’s rights under this Agreement by legal proceedings or otherwise, the non-prevailing party shall be responsible for all costs and expenses in connection therewith, including reasonable attorneys’ fees and witness fees.

Section 10.16 Rules of Construction. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text hereof. This Agreement is not subject to the principle of construing its meaning against the party that drafted it, and each Member acknowledges that it was represented by its own counsel in connection with its negotiation and drafting. Wherever in this Agreement any Member is permitted or required to make a decision or determination (including any direction, vote, election, action, consent or approval), (a) such Member may make that decision or determination in its sole and absolute discretion (except as otherwise expressly provided herein), and (b) without limiting the generality of the foregoing, in making such decision or determination, such Member is entitled to consider, favor and further only such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other interest of the Company, any Subsidiary or any other Member.

Section 10.17 No Third Party Beneficiaries. No provision of this Agreement (including any obligation of any Member to make Capital Contributions) shall be interpreted as bestowing any rights whatsoever upon any third party other than the Authorized Persons of the Company.

Section 10.18 Time of the Essence. Time is of the essence as to the parties’ obligations under this Agreement.

Section 10.19 Control Party Representations and Warranties. Common Member represents and warrants that, as of the date of this Agreement, Broad Street Controls the Common Member.

Section 10.20 Brokerage. Each party hereto represents and warrants to the other party that it did not employ or use any broker or finder to arrange or bring about this transaction, and that there are no, and there will be no, claims or rights for brokerage commissions or finder’s fees or other compensation in connection with the transactions contemplated by this Agreement, other than Piper Sandler & Co. and Robert W. Baird & Co. (the “Brokers”). Brokers shall be paid by the Common Member pursuant to a separate written agreement. If any person brings a claim for such a commission or finder’s fee or other compensation based upon any contact, dealings, or communication with Preferred Member (or its Affiliates) or Common Member (or its Affiliates) in connection with the transactions contemplated by this Agreement and such claim is based on a breach of the foregoing, then the party through whom such broker or finder is claiming shall defend the other party from such claim, and shall indemnify and hold harmless the other party from any

and all costs, damages, claims, liabilities, or expenses (including reasonable attorneys’ fees and disbursements) incurred by such party with respect to the claim. The provisions of this Section 10.20 shall survive the termination of this Agreement or the Company.

(a) Early Redemption. From and after the Closing Date, and at any time, the Common Member may cause the Company to redeem the Preferred Membership Interest (the “Preferred Early Redemption”) at the election of the Common Member, in whole (but not in part), by payment in cash to Preferred Member (from Capital Contributions made by the Common Member or from Excess Cash Flow) of the full amount of the applicable Redemption Amount owed to Preferred Member, in cash, upon not less than five (5) days prior written notice to Preferred Member specifying the date upon which such Preferred Early Redemption shall occur (any such date, the “Preferred Early Redemption Date”); provided that the Mezzanine Loan is repaid in full on such Preferred Early Redemption Date in accordance with the Mezzanine Loan Agreement.

(b) Mandatory Redemption Upon Qualified Public Offering. Upon the closing of a Qualified Public Offering, unless earlier redeemed in full as provided in Section 11.1(a) or otherwise by Distributions pursuant to Section 6.4, the Company shall redeem the entire Preferred Membership Interest by payment in cash to Preferred Member of the full amount of the applicable Redemption Amount owed to Preferred Member, and all other sums in respect of the entire Preferred Equity Investment, in cash (the “Mandatory Redemption”); provided that (i) at the Company’s option, up to $37.5 million of the Preferred Equity Investment may remain outstanding at the Company and (ii) as set forth in Section 11.2, a portion of the Preferred Equity Investment shall be converted into Common Stock in connection with such Qualified Public Offering. The Company shall notify Preferred Member of such amount to remain outstanding 90 days prior to consummation of the Qualified Public Offering. The Mandatory Redemption shall be effected substantially concurrently with the consummation of the Qualified Public Offering.

(c) Mandatory Redemption Upon Trigger Event. Upon the occurrence of a Trigger Event, Preferred Member shall have the right to cause the Company to redeem the Preferred Membership Interest (the “Trigger Event Redemption”) by payment to Preferred Member of the full amount of the applicable Redemption Amount owed to Preferred Member, and all other sums in respect of the entire Preferred Equity Investment, in cash, upon not less than ninety (90) days prior written notice to the Company specifying the date upon which such Trigger Event Redemption shall occur (any such date, the “Trigger Event Redemption Date”); provided, that upon the occurrence of a Trigger Event specified in clause (ii) of the definition of “Trigger Event”, the Company shall be required, automatically and without notice from Preferred Member, to effect the Trigger Event Redemption as of the date of such Trigger Event.

(d) Procedures. In connection with any redemption contemplated by this Section 11.1, Preferred Member shall, not later than two (2) Business Days prior to the Preferred Early Redemption Date, the consummation of the Qualified Public Offering or the Trigger Event

Redemption Date, as the case may be, provide the Common Member with bank account details for the payment of funds. On the date set for redemption, the Common Member shall pay the amounts required by wire transfer of immediately available funds to the account specified by Preferred Member. Preferred Member shall execute and deliver to the Company such instruments or documents as are reasonably requested by Common Member to acknowledge the redemption of the Preferred Membership Interest so redeemed.

(e) Capital Account Treatment. Notwithstanding any other provision of this Agreement, the amount(s) contributed by the Common Member to fund any redemption of the Preferred Membership Interest as described in this Section 11.1 shall not increase any amount distributable to the Common Member under this Agreement (other than amounts distributable under the residual distribution clauses in Section 6.4(b)(iv), Section 6.4(c)(iii), Section 8.3(c)(ii) and Section 8.3(c)(iii).

(f) Cooperation of Preferred Member. Preferred Member agrees that it shall reasonably cooperate with the Common Member, after a redemption of the entire Preferred Membership Interest in accordance with the terms of this Agreement, to transfer the accounts of the Company (to the extent in the control of Preferred Member) as reasonably directed by the Common Member.

(g) Exit Fee. Notwithstanding the foregoing or anything to the contrary contained herein, for avoidance of doubt, the Exit Fee shall be payable in full in connection with any redemption of the Preferred Membership Interest, as part of the Redemption Amount, and shall be payable pro rata in connection with any partial redemption thereof.

Section 11.2 Automatic Conversion of Preferred Equity Investment Upon a Qualified Public Offering.

(a) Notwithstanding anything in this Agreement to the contrary, upon consummation of a Qualified Public Offering, a portion of the Preferred Equity Investment equal to the Conversion Amount shall be automatically converted, directly or indirectly, into, and Broad Street shall issue to Preferred Member or its designee, a number of shares of Common Stock equal to the Conversion Amount divided by the Conversion Price (the “Conversion”). The Conversion shall be effective upon the consummation of the Qualified Public Offering.

(b) Upon consummation of a Qualified Public Offering, in addition to the shares of Common Stock issued in the Conversion pursuant to Section 11.2(a), if the IPO Price is less than the Target IPO Price, then Broad Street shall issue to Preferred Member or its designee, a number of additional shares of Common Stock (the “Additional Shares”) equal to the Lost Value divided by the IPO Price (for the avoidance of doubt, such shares shall be issuable even if the IPO Price is less than the Minimum IPO Price and such Qualified Public Offering was Approved by Preferred Member). The issuance of Additional Shares shall be effective upon the consummation of the Qualified Public Offering.

(i) “Conversion Amount” means (x) $25 million less (y) the amount of the Mezzanine Loan converted into Common Stock in connection with such Qualified Public Offering, if any (as set forth in the Mezzanine Loan Agreement);

(ii) “Conversion Price” means $2.00 per share of Common Stock, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Common Stock;

(iii) “IPO Price” means the initial price of Common Stock to the public in a Qualified Public Offering;

(iv) “Lost Value” means the product of (x) the Target IPO Price minus the IPO Price, multiplied by (y) the Conversion Amount divided by the Conversion Price;

(v) “Minimum IPO Price” means $2.50 per share of Common Stock, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Common Stock; and

(vi) “Target IPO Price” means $2.75 per share of Common Stock, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Common Stock.

Section 11.3 Remedies for Failure to Consummate a Qualified Public Offering by Year 3. If the Company does not consummate a Qualified Public Offering by the date which is three (3) years after the Closing Date (such event, a “Qualified Public Offering Failure”), then Preferred Member shall have the right to (a) require the Broad Street Parties to pursue the feasibility of “going private” (including ceasing to report with the Securities and Exchange Commission), (b) require the Broad Street Parties to decrease Broad Street Expenses starting on the 36th month after the Closing Date in accordance with the schedule set forth on Schedule E hereto and for the avoidance of doubt, the Approved Budget shall be automatically amended thereafter to include the Broad Street Expenses set forth on Schedule E in lieu of the Broad Street Expenses previously set forth therein, and (c) cause Broad Street to commence and pursue a process for the Company to sell properties to achieve a Total Yield (i) with respect to the entire Portfolio of at least (x) 8.5% by 42 months after the Closing Date, (y) 9.0% by 48 months after the Closing Date, and (z) 9.5% by 54 months after the Closing Date, and (ii) with respect to the Company’s Retail Portfolio, at least (x) 9.25% by 42 months after the Closing Date, (y) 9.75% by 48 months after the Closing Date, and (z) 10.25% by 54 months after the Closing Date.

Section 11.4 Preferred Member Rights Upon Occurrence of Trigger Event; Takeover/Unilateral Sale Right.

(a) Either (x) upon the occurrence of a Trigger Event, (y) during the continuance of a Delaware Law Payment Grace Period, or (z) if a Qualified Public Offering has not occurred on or prior to the Exit Date, in addition to any other remedies available to Preferred Member, the entire Preferred Return (including amounts that would otherwise constitute Capitalized Preferred Return) shall accrue at the Priority Return Rate and shall be payable monthly in cash as Current Preferred Return.

(b) Either (x) upon the occurrence of a Trigger Event or (y) if a Qualified Public Offering has not occurred on or prior to the Exit Date, in addition to any other remedies available to Preferred Member, subject to Section 11.4(c), Preferred Member shall have the following rights (any or all of such rights, the “Takeover/Unilateral Sale Right”), and such rights shall be in addition to all other rights and remedies provided to Preferred Member under this Agreement:

(i) the right to deliver a Removal Notice in accordance with the terms of Section 4.1(c) of this Agreement, which shall include the automatic removal of Common Member as Managing Member and of Common Member’s representatives serving on any board of management with respect to any Subsidiary upon delivery of the Removal Notice as set forth in Section 11.4(c);

(ii) the right, subject to Section 4.1(e) hereof, to cause the Company and its Subsidiaries to sell one or more Properties and/or Subsidiaries (other than, without the consent of Common Member, sales to any Fortress Party) until the entire Preferred Membership Interest (including accrued unpaid Preferred Return) has been redeemed in full in accordance with Section 11.1(b);

(iii) the right to cause the Company to pay the balance of the TI/LC CapEx Reserve, the balance of the Excess Cash Flow Account and the Interest Reserve or any other Reserve (to the extent permitted under applicable Mortgage Loan Documents) to Preferred Member in reduction of the full Redemption Amount;

(iv) the right, subject to Section 4.1(e) hereof, to terminate all property management and other service agreements among the owners of the Properties and Affiliates of Broad Street and appoint third-party service providers on terms Approved by Preferred Member; and

(v) the right to apply all Net Cash Flow, Net Capital Proceeds and Broad Street Gross Receipts and other funds to amounts due to Preferred Member in such order, proportion and priority as Preferred Member may determine in its sole discretion.

Upon payment to Preferred Member of the full Redemption Amount and the Mezzanine Loan, Preferred Member shall withdraw from the Company and all Company governance rights hereunder shall revert to Common Member, as more fully set forth in Section 3.6 hereof.

(c) In connection with the exercise of a Takeover/Unilateral Sale Right, (i) Preferred Member shall be authorized to sign any document and take any other action on behalf of the Company or its Subsidiaries that Preferred Member determines in good faith is necessary in connection with such Takeover/Unilateral Sale Right and to proceed with any such transaction, including sale contracts and conveyance documents; (ii) Common Member agrees to reasonably cooperate with Preferred Member in its efforts to effect any such transaction and acknowledges that Preferred Member may act alone on behalf of the Company without any requirement for Common Member’s consent or approval (except as expressly provided in Section 11.4(b)(ii) with respect to sales to Fortress Parties) and Common Member shall execute such acknowledgments of such authority as may be required by Preferred Member; (iii) at Preferred Member’s request, Common Member shall sign and acknowledge any required amendments to this Agreement and

otherwise sign any document which Preferred Member determines in good faith is necessary to consummate any such transaction; (iv) within a reasonable period of time, Common Member shall (A) surrender and deliver to Preferred Member all rents and income, including tenant security deposits, of the Properties, the Company and the Company’s Subsidiaries and other monies of the Company and its Subsidiaries held by, for under the control of the Common Member; (B) deliver to Preferred Member, as received, any monies due the Company or its Subsidiaries received after such removal; (C) deliver to Preferred Member all materials and supplies, keys, leases, contracts and documents, all other accounting papers and records of the Company, all bank accounts, all passwords and passcodes, and all books and records, receipts for deposits, bills and other materials in the Common Member’s possession that relate to the Property; (D) execute and deliver to Preferred Member a notice to third parties directly involved with the Property in form reasonably satisfactory to Preferred Member to the effect that the Common Member is no longer the Managing Member and that Preferred Member (or its designee) is the sole Managing Member of the Company; and (E) deliver any such additional documents and instruments reasonably requested by Preferred Member, including resignations of the officers, directors, representatives, and agents of the Company or any Subsidiary; and (iv) any amounts funded by Preferred Member in effectuating the foregoing provisions shall be deemed to be a Protective Loan bearing interest at the Protective Loan Return, and such Protective Loan shall be repaid in accordance with Section 6.4. If the Common Member shall fail to execute any document or instrument or take any action requested by Preferred Member in connection with this Section 11.4(c), then Preferred Member is hereby appointed the attorney-in-fact of, and is hereby authorized on behalf of, the Common Member, to execute, acknowledge and deliver all such documents and instruments and take such actions. Such appointment and authorization are coupled with an interest and shall be irrevocable.

Section 11.5 Protective Loans. If Common Member shall fail to fund any additional Capital Contributions required pursuant to a Capital Call Notice sent by Preferred Member under Section 5.1 for Necessary Expenses within ten (10) Business Days of the date it receives such Capital Call Notice (such failure, a “Capital Contribution Default” and the amount that Common Member failed to so fund, a “Deficiency”), then Preferred Member may, in its sole and absolute discretion but without any obligation to do so, advance all or any portion of such Deficiency to the Company. If Preferred Member elects to contribute or advance all or any portion of the Deficiency (any contribution or advance so made by Preferred Member being herein referred to as a “Protective Loan”), then, from and after the date of each such Protective Loan, Preferred Member shall be entitled to a return on the portion of the Protective Loan funded by Preferred Member equal to the Protective Loan Return in accordance with the terms and conditions of this Agreement and the provisions with respect to the redemption of the Preferred Equity Investment shall also apply to any Protective Loans. Notwithstanding anything to the contrary contained in this Agreement, Preferred Member shall have no obligation to make contributions or loans of cash or any other property, including Protective Loans. Without limiting the foregoing, any amounts funded by Preferred Member under a Recognition Agreement in order to cure a default under a Mortgage Loan shall automatically be deemed a Protective Loan hereunder as of the date so funded.

Section 11.6 Estoppels. Each of Broad Street, Managing Member and Common Member shall, upon not less than fifteen (15) days’ written notice from Preferred Member, execute and deliver to Preferred Member a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to

such party’s knowledge, any uncured defaults on the part of any party, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.

Section 11.7 Non-Recourse. Notwithstanding anything to the contrary in this Agreement, (a) this Agreement may only be enforced against, and any action, dispute, claim, suit or other proceeding for breach of this Agreement may only be made against, the Persons that are expressly identified herein and/or are parties hereto, (b) none of the former, current and future Affiliates, directors, officers, managers, employees, advisors, representatives, shareholders, members, managers, partners, successors and assigns of Preferred Member or any Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, representative, shareholder, member, manager, partner, successor and assign of any of the foregoing (collectively, “Fortress Related Parties”) shall have any liability for any liabilities or obligations of the parties hereto for any action, dispute, claim, suit or other proceeding (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any representations made or alleged to be made in connection herewith, (c) the Company, Managing Member, Common Member or their respective Affiliates shall have no rights of recovery in respect hereof against any Fortress Related Party and (d) no personal liability shall attach to any Fortress Related Party through the Members or otherwise, whether by or through attempted piercing of the corporate veil, by or through an action, dispute, claim, suit or other proceeding (whether in tort, contract or otherwise), by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable law, or otherwise.

Section 11.8 Activities of Preferred Member; Corporate Opportunities. Each of the Company and the Members hereby acknowledge and agree that: (a) Preferred Member and the Fortress Related Parties (collectively, the “Fortress Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company or any other Broad Street Party or areas in which the Company or any other Broad Street Party may in the future engage in business) and in related businesses other than through the Company or any other Broad Street Party, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any other Broad Street Party and (iii) will not be prohibited by virtue of its investment in the Company or any other Broad Street Party, or its service on the board of directors of Broad Street or any other Broad Street Party’s board of directors or other governing body, from pursuing and engaging in any such activities; (b) neither the Company nor any other Broad Street Party shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Fortress Investor Group shall be obligated to present any particular investment or business opportunity to the Company or any other Broad Street Party even if such opportunity is of a character which, if presented to the Company or any other Broad Street Party, could be undertaken by the Company or any other Broad Street Party, and each member of the Fortress Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other Persons; and (d) subject to the express terms and conditions set forth in this Agreement, each member of the Fortress Investor Group may enter into contracts and other arrangements with the Company, any other Broad Street Party or any of their respective Affiliates from time to time on terms approved by the board of directors of Broad Street and the board of directors of such Affiliates, as applicable. The Company and each other Broad Street Party hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such Person may otherwise have in connection with the matters

described in this Section 11.8 and the Company, on behalf of itself and each other Broad Street Party, hereby renounces its interest or expectancy, as between itself and the Fortress Investor Group, in any corporate opportunity or other matter described in this Section 11.8. Notwithstanding anything to the contrary in this Agreement, each of the Company and the Members hereby acknowledge and agree that certain directors, principals, officers, employees or other representatives of Preferred Member and its Affiliates may serve as directors or observers on the board of directors of Broad Street or any other Broad Street Party’s board of directors or other governing body, and that the service, presence or action of any such director or observer on the board of directors of Broad Street or any other Broad Street Party’s board of directors or other governing body shall in no way affect, limit or impair the rights and remedies of Preferred Member or any of its Affiliates in its capacity as a Member of the Company or any of its Subsidiaries pursuant to this Agreement.

Section 11.9 No Effect on Lending Relationship. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall affect, limit or impair the rights and remedies of Preferred Member, Mezzanine Lender or any of their respective Affiliates in its capacity as a lender (or as agent for the lenders) to the Company or any of its Subsidiaries pursuant to the Mezzanine Loan Documents or any agreement under which the Company or any of its Subsidiaries has borrowed money. Without limiting the generality of the foregoing, Preferred Member, Mezzanine Lender or their applicable Affiliates, in exercising its rights as a lender (or agent), including making decisions whether to foreclose on any collateral security, will have no duty to consider (a) its or its Affiliates’ status as a direct or indirect equityholder of the Company or any of its Subsidiaries, (b) the best interests of the Company or any of its Subsidiaries or (c) any duty it or its Affiliates may have to any other direct or indirect equityholder of the Company or any of its Subsidiaries, except as may be required under the applicable loan documents or by applicable law (including commercial law applicable to creditors generally). In addition, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall affect, limit, impair or provide a defense to any guarantees (including any “bad boy” or payment guarantees) or other obligations or duties to which the Company, any Subsidiary of the Company, Common Member, Managing Member or any Affiliate of Common Member or Managing Manager may be subject in connection with the Mezzanine Loan or any other lending arrangement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

The undersigned has executed this Amended and Restated Limited Liability Company Agreement as of the date first above written solely for the purpose of agreeing, on a joint and several basis, to be bound by and comply with the obligations and liabilities of Broad Street Realty, Inc., a Delaware corporation, as set forth herein.

GOVERNANCE AGREEMENT

DATED AS OF NOVEMBER 22, 2022

AMONG

BROAD STREET REALTY, INC.,

This GOVERNANCE AGREEMENT is entered into as of November 22, 2022 (the “Closing Date”) by and among Broad Street Realty, Inc., a Delaware corporation (“Broad Street”), CF Flyer PE Investor LLC, a Delaware limited liability company (“Fortress”), and, solely for purposes of Section 2.5 and Section 4.5, each of the Insider Stockholders (defined herein), as applicable.

WHEREAS, concurrently with execution of this Agreement, Fortress is making an $80 million preferred equity investment into Broad Street Eagles JV LLC, a Delaware limited liability company (“New Sub OP”), a newly formed joint venture between Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Fortress, pursuant to that certain Preferred Equity Investment Agreement (as amended, modified or otherwise supplemented from time to time, the “Preferred Equity Investment Agreement”), dated as of the date hereof, by and among the Operating Partnership, New Sub OP and Fortress (the “Preferred Equity Investment”); and

WHEREAS, in connection with the Preferred Equity Investment, Broad Street and Fortress wish to set forth certain understandings between them, including with respect to certain governance matters.

1.1 Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Joint Venture Agreement. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“Affiliate” means, with respect to any Person, (a) any other Person who Controls, is Controlled by or is under common Control with such Person, (b) any director or executive officer (as defined in Rule 3b-7 under the Exchange Act) of such Person or any Person specified in clause (a) above, or (c) any other Person in which such Person has a fifty percent (50%) or more beneficial interest or as to which such Person serves as a managing member, manager general partner, trustee or in a similar fiduciary or management capacity.

“Agreement” means this Governance Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“Approve,” “Approved” or “Approval” means the prior written approval of Fortress in connection with any action that requires consent or approval of Fortress pursuant to the express terms of this Agreement.

“Beneficially Own” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

“Broad Street Party” means Broad Street and any of its direct or indirect Subsidiaries.

“Business Day” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“Common Stock” means the common stock, $0.01 par value per share, of Broad Street.

“Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

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

“Fortress Director” means, as of the Closing Date, Noah Shore or, upon appointment to the Board, any Replacement Fortress Director, as applicable.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Joint Venture Agreement” means the Amended and Restated Limited Liability Company Agreement of New Sub OP, dated as of the date hereof, by and between Fortress and the Operating Partnership, as amended, modified or otherwise supplemented from time to time.

“Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar

form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“OP Units” means the units of limited partnership interests in the Operating Partnership.

“Operating Partnership Agreement” means the Agreement of Limited Partnership of the Operating Partnership, dated May 21, 2019, as amended, modified or otherwise supplemented from time to time.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

“Preferred Equity Investment Agreement” has the meaning set forth in the Recitals.

“Replacement Fortress Director” has the meaning set forth in Section 2.1(d).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing member, managing director or other governing body or general partner of such limited liability company, partnership, association or other business entity.

“Total Number of Directors” means the total number of Directors comprising the Board.

“Voting Security” means (a) with respect to any corporation, capital stock of the corporation having general voting power under ordinary circumstances to elect directors of such

corporation (irrespective of whether at the time stock of any other class or classes shall have or might have special voting power or rights by reason of the happening of any contingency), (b) with respect to any partnership, any partnership interest or other ownership interest having general voting power to elect the general partner or other management of the partnership or other Person, and (c) with respect to any limited liability company, membership certificates or interests having general voting power under ordinary circumstances to elect managers of such limited liability company.

1.2 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, (c) the words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and section references are to this Agreement unless otherwise specified and (d) the term “including” is not limiting and means “including without limitation.”

(a) On the Closing Date, the Board shall take (or shall have taken) all action necessary and appropriate to cause Noah Shore to be appointed as the initial Fortress Director to the Board.

(b) Following the Closing Date, and for so long as either (i) any Preferred Equity Investment is outstanding or (ii) the Investor Parties hold five percent (5%) or more of the issued and outstanding Common Stock (assuming all securities held by the Investor Parties that are convertible or exchangeable into shares of Common Stock have been so converted or exchanged) (such period of time, the “Governance Rights Period”), subject to the other provisions of this Agreement, at each annual or special meeting of the stockholders of Broad Street at which Directors are to be elected to the Board, Broad Street will nominate and use its reasonable best efforts to solicit proxies for the Fortress Director to be elected or re-elected (as applicable) to the Board in a manner no less rigorous in all material respects than the manner in which Broad Street supports the nomination of its other nominees for election.

(c) Fortress shall timely provide Broad Street with such information regarding the Fortress Director as shall be reasonably requested by the Board or any committee thereof and which is required to be or customarily disclosed for Directors, candidates for Directors and their Affiliates in a proxy statement or other filings under applicable Law or stock exchange rules or listing standards, or required or advisable to be used to assess the eligibility of Directors and candidates under applicable Law, Broad Street’s generally applicable governance policies or stock exchange rules or listing standards. All such requests shall be reasonably consistent in scope and timing with requests made with respect to Broad Street’s other Directors.

(d) During the Governance Rights Period, in the event of the death, disability, resignation or removal of a Fortress Director, any individual nominated by or at the direction of the Board or any duly authorized committee thereof to fill such vacancy shall be, and Broad Street shall use its reasonable best efforts to cause such vacancy to be, filled, as soon as possible, by a new Fortress Director identified by Fortress (such Person, the “Replacement Fortress Director”), and Broad Street shall take or cause to be taken, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same. Notwithstanding the foregoing, neither Broad Street nor the Board shall be under any obligation to appoint any Person (including any Replacement Fortress Director) in the event of the failure of any Fortress Director to be elected or re-elected (as applicable) to the Board at any annual or special meeting of the stockholders of Broad Street at which such Fortress Director stood for election but was nevertheless not elected; provided that, in the event any Fortress Director is not elected or re-elected (as applicable) to the Board, Fortress will have the right to propose a different Person to join the Board, in which case the Board shall promptly appoint such Person as a Fortress Director until the next annual meeting of Broad Street’s stockholders. The failure of the stockholders of Broad Street to elect any Person (including any Fortress Director) to the Board shall not affect the obligation of Broad Street to nominate the Fortress Director for election pursuant to Section 2.1(b) in any future election of Directors. Neither Broad Street nor the Board will remove the Fortress Director during the Governance Rights Period without the Approval of Fortress.

(e) Broad Street will at all times provide the Fortress Director (in his or her capacity as a Director) with the same rights to indemnification, exculpation, insurance and other similar benefits and protections that it provides to its other Directors (other than the Chairman of the Board); provided, however, that the Fortress Director shall not receive any compensation from Broad Street or its Affiliates in his or her capacity as a Director.

(f) The Board will not form or utilize committees or company policies for the purpose of discriminating against any Fortress Director, including in order to limit participation in substantive deliberations of the Board, except that the Board may utilize committees to limit the participation of a Fortress Director to the extent a majority of the members of the Board (excluding the Fortress Director) reasonably determine in good faith (based on advice from outside counsel) that doing so is reasonably necessary to address a conflict of interest and such action is not intended to circumvent the provisions of this Agreement.

(g) Fortress shall only designate an individual to be the Fortress Director (i) who Fortress believes in good faith has the requisite skill and experience to serve as a director of a publicly traded company, (ii) who is not prohibited from or disqualified from serving as a director of Broad Street pursuant to any applicable Law or any rule or regulation of the SEC or any national securities exchange or over-the-counter market on which the Common Stock is traded or quoted, and (iii) with respect to whom no event required to be disclosed pursuant to Item 401(f) of Regulation S-K under the Exchange Act has occurred. Notwithstanding anything to the contrary contained herein, neither Broad Street nor the Board shall be under any obligation to nominate or appoint to the Board, or solicit votes for, any Person in the event that the Board reasonably determines in good faith (after

consultation with outside counsel) that such Person fails to meet the criteria set forth in the immediately preceding sentence. In the event that the Board reasonably objects to the nomination, election or appointment of an individual as the Fortress Director pursuant to this Section 2.1(g), Fortress will be permitted to designate a Replacement Fortress Director (which Replacement Fortress Director will also be subject to the requirements of this Section 2.1(g)).

(h) Upon the expiration of the Governance Rights Period, Fortress shall promptly cause the Fortress Director to tender his or her resignation from the Board and any committees of the Board. In addition, Fortress shall cause the Fortress Director to resign from the Board and any committees of the Board if such Fortress Director, as determined reasonably by the Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as a director of Board Street or a member of any such committees pursuant to any applicable Law or any rule or regulation of any national securities exchange or over-the-counter market on which the Common Stock is traded or quoted, (ii) has engaged in acts or omissions constituting a breach of the Fortress Director’s duty of loyalty to Broad Street and its stockholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law and that are felonies, violations of Law involving moral turpitude or are materially adverse to Broad Street, or (iv) has engaged in any transaction involving Broad Street from which the Fortress Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction if such disclosure is required pursuant to applicable corporate governance policies of Broad Street; provided, however, that, subject to the limitations set forth in Section 2.1(g), the Investor shall have the right to replace such resigning Fortress Director with a Replacement Fortress Director in accordance with Section 2.1(d).

(i) In addition to any vote or consent of the Board or the stockholders of Broad Street required by applicable Law or the Charter or Bylaws, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase the Total Number of Directors shall require the approval of the Fortress Director.

(a) For so long as any Fortress Director is serving as a Director pursuant to Section 2.1, upon the request of Fortress at any time and from time to time, Broad Street and the Board shall take all action necessary and appropriate to cause the Fortress Director to be a member of each committee of the Board as Fortress may request (subject to applicable independence and other requirements of the SEC or any national securities exchange or over-the-counter market on which the Common Stock is traded or quoted).

(b) Notwithstanding Section 2.2(a), any committee of the Board formed with authority and jurisdiction over the review or approval of transactions or other matters involving, in the reasonable judgment of the independent Directors (excluding, for this purpose, any Fortress Director), a conflict of interest between Broad Street or one or more of its Subsidiaries, on the one hand, and Fortress or any of its Affiliates, on the other hand,

and which has powers limited exclusively to such review or approval need not include the Fortress Director.

2.3 Board Observer Rights. Throughout the Governance Rights Period, in addition to the Fortress Director, Broad Street will permit an individual designated in writing by Fortress from time to time (each, an “Observer”) to attend meetings of the Board or any committee thereof, in each case as a non-voting observer, and will give such individual notice of such meetings at the same time and in the same manner as notice to the Directors or other members thereof. Such Observer shall be entitled to concurrent receipt of any materials provided to the Board or any committee thereof; provided, however, that such Observer shall agree to hold in confidence and trust all information so provided; and provided further, that Broad Street reserves the right to withhold any materials and to exclude such Observer from any meeting or the relevant portions thereof to the extent that access to such materials or attendance at such meeting (i) could adversely affect the attorney-client privilege between Broad Street and its counsel or (ii) if such Observer has a conflict of interest with respect to a matter to be discussed at such meeting. As of the Closing Date, Fortress’ initial Observer is Eli Edwards.

2.4 Other Requirements. Notwithstanding anything to the contrary contained herein, (a) neither the Fortress Director nor any Observer shall receive any compensation from Broad Street in their capacities as such and (b) each Fortress Director and each Observer must be an employee of Fortress Investment Group LLC. Subject to the terms of this Agreement, it is acknowledged that the Fortress Director may serve on the board of directors of and in other roles with other companies.

2.5 Voting Agreement. Throughout the Governance Rights Period, each Insider Stockholder (solely in its capacity as a stockholder (including Beneficial Owner) of Broad Street) agrees to, and agrees to cause each of its Affiliates to, cause each Voting Security of Broad Street owned by it or any such Affiliate or over which it or any such Affiliate has voting control to be voted (including, if applicable, through the execution of one or more written consents if the stockholders of Broad Street are requested to vote through the execution of written consents in lieu of any such annual or special meeting of the stockholders of Broad Street), in favor of each Fortress Director nominated to serve on the Board. To the fullest extent permitted by Law, no Insider Stockholder shall directly or indirectly take any action that is intended to, or would reasonably be expected to result in, Fortress, any other Investor Party or any Fortress Director being deprived of the rights contemplated by this Agreement.

4.2 Ownership Limits. Subject to the Board’s receipt of representation letters from the Investor Parties, the Board shall grant the Investor Parties an exemption from any restrictions on transfer and ownership of shares of capital stock of Broad Street set forth in the Charter (including

in any future amendments thereof), to the extent necessary to permit the issuance of the shares of Common Stock pursuant to Sections 11.1(b) or 11.2 of the Joint Venture Agreement and Section 2.3.2(b) of the Mezzanine Loan Agreement (as defined in the Joint Venture Agreement) and upon exercise of the Warrants. At the request of Fortress, to the extent necessary to permit the transactions contemplated by the Preferred Equity Investment Agreement, the Joint Venture Agreement and the Mezzanine Loan Agreement, the Board shall take all action necessary to render inapplicable to the Investor Parties any “business combination,” “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover statutes or regulations enacted under state or federal Laws in the United States that may be applicable to Broad Street or the Investor Parties from time to time.

4.4 Outside Activities of Broad Street. Without the Approval of Fortress, (a) Broad Street shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of OP Units and the management of the business of the Operating Partnership and such activities as are incidental thereto and (b) the Operating Partnership shall not, directly or indirectly, enter into or conduct any business other than as provided in Section 3.7 of the Joint Venture Agreement.

4.5 Jacoby Guarantees. Without the Approval of Fortress, Michael Jacoby shall not execute, or otherwise enter into or approve, any agreement whereby he guarantees either the payment of indebtedness incurred by any other Person who is not a Broad Street Party or the performance of any contractual obligations of any other Person who is not a Broad Street Party, except, in each case, any guarantees required by Governmental Authorities or any guarantees of personal debts of his immediate family members.

4.6 Section 16 Matters. If Broad Street becomes a party to a consolidation, merger or other similar transaction that may result in the Investor Parties, their respective Affiliates or the Fortress Director being deemed to have made an acquisition or disposition of equity securities of Broad Street or derivatives thereof for purposes of Section 16 of the Exchange Act, and if the Fortress Director is serving on the Board at such time or has served on the Board during the preceding six (6) months (a) the Board or a committee thereof composed solely of two (2) or more “non-employee” directors as defined in Rule 16b-3 under the Exchange Act will pre-approve such acquisition or disposition of the equity securities of Broad Street or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and the Fortress Director’s interests (for the Investor Parties or their respective Affiliates, to the extent such Persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (b) if the transaction involves (i) a merger or consolidation to which Broad Street is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (ii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor Parties, their respective Affiliates or the Fortress Director of equity securities of such other issuer or derivatives thereof and (iii) an Affiliate or other designee of the Investor Parties or their respective Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which Broad Street is a party (or if the Investor Parties notify Broad Street of such service a reasonable time in advance of the closing of such transactions), Broad Street shall require

that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Parties, their respective Affiliates and the Fortress Director (for the Investor Parties or their respective Affiliates, to the extent such Persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

5.1 Termination. This Agreement shall terminate on the earlier to occur of (a) the expiration of the Governance Rights Period or (b) the delivery of a written notice by Fortress to Broad Street requesting that this Agreement terminate.

5.2 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

Morrison & Foerster LLP
2100 L Street NW, Suite 900
Washington, DC 20037
Attention: David P. Slotkin and Andrew P. Campbell
Email: dslotkin@mofo.com;
andycampbell@mofo.com

Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Attention: Daniel Perlman, P.C. and Rachel Brown, P.C.
Email: daniel.perlman@kirkland.com;
rachel.brown@kirkland.com

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attention: David Perechocky
Email: david.perechocky@kirkland.com

5.3 Amendment. Any amendment to this Agreement shall be effective only if such amendment is evidenced by a written instrument duly executed and delivered by each of Broad Street and Fortress; provided, that any amendment to Section 2.5 must also be executed and delivered by each of the Insider Stockholders and any amendment to Section 4.5 must be executed and delivered by Michael Jacoby.

5.4 Acknowledgement. Broad Street hereby acknowledges, confirms and agrees that as of the date hereof, (a) neither New Sub OP nor any other Broad Street Party may take any of the Major Actions without (in each instance) Approval of Fortress and (b) no Broad Street Party shall cause any Property Owner or any other Subsidiary to take any of the Major Actions without (in each instance) the Approval of Fortress, which Approval may be granted or withheld in the sole discretion of Fortress, none of which Major Actions shall be effective unless and until the Approval of Fortress has been obtained in accordance with Section 4.1(a) of the Joint Venture Agreement.

5.5 Waivers. No waiver of any breach of any term of this Agreement shall be effective unless made in writing signed by the party against whom enforcement of the waiver is sought, and no such waiver of any breach of that term or any other term of the same or different nature shall be construed as a waiver of any subsequent breach of that term of the same or different nature.

5.6 Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. To the fullest extent permitted by Law, Broad Street shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, Fortress or any other Investor Party being deprived of the rights contemplated by this Agreement.

5.7 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of each of Broad Street and Fortress, and any attempted assignment, without such consents, will be null and void; provided, however, that, without the prior written consent of Broad Street or any other party, Fortress may assign this Agreement to any other Investor Party that becomes a party hereto.

5.8 Third Parties. Except as provided for in Articles II, III and IV with respect to any Investor Party, this Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

5.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any choice of law principles.

5.10 Jurisdiction. ANY ACTION ARISING OUT OF THIS AGREEMENT MUST BE COMMENCED BY BROAD STREET, FORTRESS OR ANY OTHER PARTY HERETO FIRST, IN THE COURT OF CHANCERY WITHIN NEW CASTLE COUNTY IN THE STATE OF DELAWARE (AND ANY APPELLATE COURT THEREOF LOCATED WITHIN SUCH COUNTY) AND TO THE EXTENT SUCH COURT OF CHANCERY (OR APPELLATE COURT THEREOF LOCATED WITHIN SUCH COUNTY) LACKS JURISDICTION OVER THE MATTER, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED WITHIN NEW CASTLE COUNTY IN THE STATE OF DELAWARE (OR APPELLATE COURT THEREOF LOCATED WITHIN SUCH COUNTY), AND EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE ABOVE COURTS IN ANY SUCH ACTION AND TO THE LAYING OF VENUE IN THE STATE OF DELAWARE. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENCT FORUM. ANY PROCESS IN ANY SUCH ACTION SHALL BE DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO THE PARTIES AT THEIR RESPECTIVE ADDRESS DESCRIBED IN SECTION 5.2 HEREOF.

5.11 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.

5.12 Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at Law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at Law or in equity, shall be entitled to seek specific performance of this Agreement without the posting of bond.

5.13 Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter. In the circumstance of a conflict between any term of this Agreement and the Charter, the Charter shall control.

5.14 Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by Law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by Law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

5.15 Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

5.16 Counterparts. This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

5.17 No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

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

NEITHER THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR ASSIGNED ONLY (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (II) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING OR (III) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AND, IN CASE OF (II) OR (III), IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT, UNLESS SUCH TRANSFER IS TO AN AFFILIATE, IN WHICH CASE NO CONSENT OR OPINION SHALL BE REQUIRED.

Broad Street Realty, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CF Flyer PE Investor LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price then in effect or pursuant to a Cashless Exercise at any time and from time to time beginning on the Issuance Date and ending at 11:59 p.m., New York City time, on the Expiration Date, 2,560,000 fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrant to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16.

(a)

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at any time and from time to time beginning on or after the Issuance Date and ending at 11:59 p.m., New York City time, on the Expiration Date, in whole or in part, by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. On or prior to the Trading Day immediately preceding the applicable Share Delivery Date, the Holder shall pay to the Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds unless the Holder elects to exercise this Warrant pursuant to a Cashless Exercise (as defined in Section 1(c)). For the avoidance of doubt, the portion of this Warrant corresponding to the number of Warrant Shares referenced in an Exercise Notice shall be deemed exercised upon delivery by the Holder of such Exercise Notice to the Company. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the

remaining number of Warrant Shares. On or before the first Trading Day following the date on which the Holder delivers the Aggregate Exercise Price (or notice of Cashless Exercise, as applicable), the Company shall email a confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the second Trading Day following the date on which the Holder delivers the Exercise Notice to the Company (the “Share Delivery Date”), so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, as applicable) on or prior to the Trading Day immediately preceding the Share Delivery Date (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise, as applicable) is delivered), the Company shall instruct the Transfer Agent to issue, in book-entry form on the books and records of the Transfer Agent, the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s account on the books and records of the Transfer Agent. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 5) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding anything to the contrary herein, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise, the Company’s failure to deliver Warrant Shares to the Holder shall not be deemed to be a breach of this Warrant if the Company has not received the Aggregate Exercise Price pursuant to the requirements of this Section 1(a).

A = the total number of shares with respect to which this Warrant is then being exercised;

B = the arithmetic average of the Closing Sale Price of the Common Stock for the five consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice;

C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise; and

D = the Closing Sale Price of the Common Stock on the date of the Exercise Notice.

For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, the Company hereby acknowledges and agrees that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Issuance Date.

(e)

Reservation of Shares. While this Warrant is outstanding, the Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, and shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock, free from all taxes, liens, charges and security interests created by or imposed upon the Company with respect to the issuance and holding thereof, upon the exercise of this Warrant.

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend, distribution, subdivision or combination, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section 2(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if the distribution or subdivision or combination had not been declared or announced, as the case may be.

(b)

In addition to any adjustments, if at any time the Company grants, issues or sells any convertible securities or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights that the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(g)

Recapitalizations, Reclassifications and Other Changes. If any Reorganization Event occurs, in each case, as a result of which the Common Stock would be converted into, or exchanged for stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then following the effective time of the transaction, the right to receive shares of Common Stock upon exercise of this Warrant shall be changed to a right to receive, upon exercise of this Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common Stock, a “Unit of Reference Property”). In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in a Reorganization Event, the Holder may elect the type of consideration into which this Warrant shall be exercisable from and after the effective time of such Reorganization Event from the types of consideration received by the holders of Common Stock in such Reorganization Event.

(i)

On or prior to the effective time of any Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant providing that this Warrant shall be exercisable for Units of Reference Property in accordance with the terms of this Section 2(g). If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2. In the event the Company shall execute an amendment to this Warrant pursuant to this Section 2(g), the Company shall promptly file with the Transfer Agent a certificate executed by a duly authorized officer of the Company briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of amendment to be emailed to Holder within 20 Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such amendment.

(h)

Consolidation, Merger and Sale of Assets. In case the Company consolidates with, merges into or sells, leases or otherwise transfers in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation, limited liability company, partnership or trust organized under the laws of the United States and upon any such assumption by the successor corporation, limited liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. The provisions set forth in this Section 2(h) are subject, in all cases, to the provisions set forth in Section 12(g)(iii).

(j)

Adjustments to Number of Warrant Shares. Concurrently with any adjustment to the Exercise Price under this Section 2 (including any deemed adjustment pursuant to Section 2(l)), the number of Warrant Shares for which this Warrant is exercisable will be adjusted such that the number of Warrant Shares for this Warrant in effect immediately following the effectiveness of such adjustment will be equal to the number of Warrant Shares for this Warrant in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment. Subject to Section 2(k), concurrently with any adjustment to the Exercise Price under this Section 2, the number of Warrant Shares for which this Warrant is exercisable shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).

(k)

Restrictions on Adjustments. In no event will the Company adjust the Exercise Price to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. In such case, the number of Warrant Shares shall be adjusted as if the Exercise Price had been adjusted as otherwise set forth in this Section 2 and each Warrant Share shall be exercisable for the par value per Warrant Share. No adjustment shall be made to the Exercise Price or the Warrant Shares if the Company makes provisions for the Holders to participate in any transaction without exercising their Warrants on the same basis as holders of Common Stock. If the Company takes a record of the holders of

WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares that such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

(d)

Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 1(a) or Section 12(a), the Warrant Shares designated by the Holder that, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant that is the same as the Issuance Date and (iv) shall have the same rights and conditions as this Warrant.

NOTICES. All notices, demands and other communications under this Warrant shall be in writing (including email or similar writing) and shall be given (a) if to the Holder, at the registered address or email address of such holder as set forth in the register kept at the principal office of the Company, or (b) if to the Company, at 7250 Woodmont Avenue, Suite 350, Bethesda, Maryland 20814, Attention: Michael Jacoby; Alexander Topchy, Email: MJacoby@broadstreetrealty.com; atopchy@broadstreetrealty.com (or such other address or email address specified from time to time by the Company by notice to the Holder). The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder promptly upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment; provided, in each case, that such information shall be made known to the public in conjunction with such notice being provided to the Holder. It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.

GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Company and the Holder hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company and the Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company or the Holder, as applicable, at the address set forth in Section 6 and agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude

the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. Nothing contained herein shall be deemed or operate to preclude the Company from bringing suit or taking other legal action against the Holder in any other jurisdiction to collect on the Holder’s obligations to the Company, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

10.

REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of either party to pursue actual damages for any failure by the other party to comply with the terms of this Warrant. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other party and that the remedy at law for any such breach may be inadequate. Each party therefore agrees that, in the event of any such breach or threatened breach, the other party shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

(a)

The Holder agrees not to transfer this Warrant, or any interest herein, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, in each case, in compliance with applicable state securities or blue sky laws and, in the case of (ii), if requested by the Company, as confirmed to the Company by an opinion of counsel (at the Holder’s expense) reasonably satisfactory to the Company that such transfer does not require registration under the Securities Act, except that in the case of any transfer by the Holder to any of its Affiliates, neither (y) the consent of the Company, nor (z) an opinion of counsel, will be required. Subject to the Holder’s compliance with the foregoing, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder without charge to the Holder, upon delivery to the Company of a properly completed and duly executed instruction of assignment setting forth the number of Warrant Shares being assigned and the name(s) of the assignee(s), together with funds sufficient to pay any transfer taxes in connection with the making of such transfer. Upon such compliance and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants (in accordance with Section 5) in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.

“NEITHER THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR ASSIGNED ONLY (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (II) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING OR (III) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AND, IN CASE OF (II) OR (III), IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT, UNLESS SUCH TRANSFER IS TO AN AFFILIATE, IN WHICH CASE NO CONSENT OR OPINION SHALL BE REQUIRED.”

“THE ISSUANCE AND SALE OF THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND, IN THE CASE OF (II), IF REQUESTED BY THE COMPANY, AS CONFIRMED TO THE COMPANY BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.”

13.

SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

IN WITNESS WHEREOF, the Company and the Holder have caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

This CASH FLOW PLEDGE AGREEMENT (this “Agreement”), dated as of November 22, 2022 (the “Effective Date”), is made by BROAD STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Pledgor”), in favor of CF FLYER PE INVESTOR LLC, a Delaware limited liability company (together with its successors and assigns, “Investor”).

Pledgor is the indirect owner of the beneficial interests in (i) BSV Spotswood Investors LLC, a Maryland limited liability company (“Spotswood Investors”), which as of the Effective Date indirectly owns an interest in the Spotswood Property, (ii) BSV Highlandtown Investors LLC, a Maryland limited liability company (“Highlandtown Investors”), which as of the Effective Date indirectly owns an interest in the Highlandtown Property, (iii) BSV Cromwell Parent, LLC, a Maryland limited liability company (“Cromwell Investors”), which as of the Effective Date indirectly owns an interest in the Cromwell Property, and (iv) Broad Street BIG First OP LLC, a Delaware limited liability company (“Basis Owner”), which owns, indirectly through wholly-owned subsidiaries, all of the Basis Properties (the Spotswood Property, the Highlandtown Property, the Cromwell Properties and the Basis Properties are each an “Excluded Property” and are collectively, the “Excluded Properties”); and

NOW, THEREFORE, for and in consideration of Ten Dollars ($10), in hand paid, and the recitals and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Recitals Incorporated; Definitions. The Recitals of this Agreement are incorporated into this Agreement as fully set forth in this Agreement. Capitalized terms used, but not defined herein have the meanings ascribed to them in the JV Agreement. The terms set forth below shall have the following meanings:

(b)

“Distributed Cash” means, in the aggregate and without duplication, all distributions, revenues, fees and proceeds received by or distributed to or at the order of Pledgor as a result of, or earned, directly or indirectly, through Pledgor’s direct and/or indirect ownership, management, development, operation, leasing, sale, transfer or any other partial or total disposition of any kind of all or any part of the Company, the Company Subsidiaries and/or any Company Assets (including, without limitation, any distributions in connection with a refinance of any indebtedness encumbering any Company Asset), and for the avoidance of doubt, after taking into account amounts payable by Company Subsidiaries under any Excluded Property Mortgage Loan Documents.

SECTION 2. Distribution. Pledgor covenants that it will, or will cause each Company to, within five (5) Business Days following receipt of Distributed Cash by, as applicable, Pledgor, any Company, or any Company Subsidiary, pay to Venture all of the Distributed Cash for deposit

in to the Company Holding Account, to be distributed pursuant to the terms of the JV Agreement as Net Cash Flow or Net Capital Proceeds (as applicable, depending on the nature of the Distributed Cash).

SECTION 3. Pledge. Pledgor hereby pledges, grants, assigns and transfers to Investor as collateral security for the prompt and complete payment of the Redemption Amount, a security interest in all of its right, title and interest to and under, in each case, whether now owned or existing, or hereafter acquired or arising, the Distributed Cash.

SECTION 4. Covenants. Until the earlier of such time as (1) on an individual basis with respect to each Company, and solely as to each such Company, Pledgor has contributed and assigned its interests in the applicable Company to the Venture, or (2) the Redemption Amount has been indefeasibly paid in full and the Preferred Membership Interest has been redeemed, Pledgor covenants as follows:

SECTION 5. Warranties and Representations. Pledgor represents and warrants as follows:

(c)

No consent, approval or authorization is required under (i) any operating agreement or other organizational document of Pledgor, the Company or any Company Subsidiary or (ii) any loan document to which any Company Subsidiary is a party in connection with the Spotswood Property, the Highlandtown Property, the Cromwell Property or the Basis Properties (individually or collectively, as the context requires, the “Excluded Property Mortgage Loan Documents”), for the execution, delivery and performance by Pledgor of, or compliance by Pledgor with, this Agreement or the consummation of the transactions contemplated hereby or thereby, other than those which have been obtained by Pledgor;

(i)

Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, New York 10105
Attention: David Moson
Email: dmoson@fortress.com

c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, New York 10105
Attention: General Counsel, Credit
Email: GC.credit@fortress.com

Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Attention: Daniel Perlman, P.C. and Rachel Brown, P.C.
Email: daniel.perlman@kirkland.com; rachel.brown@kirkland.com

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attention: David Perechocky
Email: david.perechocky@kirkland.com

(x)

WAIVER OF JURY TRIAL. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION 6(x).

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 22, 2022 among Broad Street Realty, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Fortress Investors” (collectively with each Person, if any, who executes a Joinder as a “Fortress Investor” in accordance with this Agreement, the “Fortress Investors”) and each Person, if any, who executes a Joinder as an “Other Investor” in accordance with this Agreement (collectively, the “Other Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

(a)

Requests for Registration. At any time after the completion of the Qualified Public Offering and from time to time thereafter, subject to the other provisions of this Agreement, the Fortress Investors may request registration under the Securities Act of the resale of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registration Statement”) or on Form S-3 or any similar short-form registration statement (“Short-Form Registration Statement”), if available (any such requested registration, a “Demand Registration”). The Fortress Investors may request that any Demand Registration be made pursuant to Rule 415 (a “Shelf Registration”) and (if the Company is a WKSI at the time any such request is submitted to the Company or will become one by the time of the filing of such Shelf Registration) that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”). Each request for a Demand Registration must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) the intended method of distribution. The Fortress Investors will be entitled to request not more than three (3) Demand Registrations in any period of twelve (12) calendar months whether or not such requests are revoked or withdrawn in accordance with Section 1(j).

(b)

Notice to Other Investors. Within four (4) Business Days after receipt of any such request, the Company will give written notice of the Demand Registration to the Other Investors and, subject to the terms of Section 1(e), will include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the receipt of the Company’s notice; provided that, with the written consent of the Fortress Investors, the Company may, or at the written request of the Fortress Investors, the Company shall, instead provide notice of the Demand Registration to the Other Investors within three (3) Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement; and provided further that, notwithstanding the provisions of this Section 1(b), no Other Investors will be permitted to participate in an Demand Registration without the written consent of the Fortress Investors.

(i)

For so long as a Short-Form Registration Statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Fortress Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering, subject to the limitations set forth below) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). If the Fortress Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Fortress Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Fortress Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”); provided that the Fortress Investors shall not be permitted to request more than three (3) Shelf Offerings (provided that a Demand Registration and substantially concurrent Shelf Offering shall count as one (1) single Shelf Offering and not a separate Demand Registration) in any period of twelve (12) calendar months whether or not such requests are revoked or withdrawn in accordance with Section 1(j). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to the Other Investors of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion; provided that, notwithstanding the provisions of this Section 1(d), no Other Investors will be permitted to participate in a Shelf Offering without the written consent of the Fortress Investors. The Company will, as soon as reasonably practicable, but subject to Section 1(e), use its commercially reasonable efforts to consummate such Shelf Offering.

(ii)

If the Fortress Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement, subject to the limitations (including with respect to time and number) set forth in Section 1(d)(i)) (each, an “Underwritten Block Trade”), the Fortress Investors may notify the Company of the Underwritten Block Trade not less than three (3) Business Days prior to the day such offering is first anticipated to commence. If requested by the Fortress Investors, the Company will promptly notify the Other Investors of such Underwritten Block Trade and such Other Investors (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e., two (2) Business Days prior to the day such offering is to commence) (unless a longer period is agreed to by the Fortress Investors), and the Company will use its commercially reasonable efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Other Investors will be permitted to participate in an Underwritten Block Trade without the written consent of the Fortress Investors. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant.

(e)

Priority on Demand Registrations and Shelf Offerings. The Company will not include in any Demand Registration or Shelf Offering any securities that are not Fortress Investor Registrable Securities without the prior written consent of the Fortress Investors. If a Demand Registration or a Shelf Offering is an underwritten registration or offering, as applicable, and the managing underwriters advise the Company that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such registration or offering, as applicable, exceeds the number of Registrable Securities and other securities (if any) that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company will include in such registration or offering, as applicable (prior to the inclusion of any securities that are not Registrable Securities), (i) first, the number of Fortress Investor Registrable Securities requested to be included in such registration or offering, as applicable, by any Fortress Investors that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Participating Fortress Investors on the basis of the number of Fortress Investor Registrable Securities owned by each such Participating Fortress Investor; and (ii) second, the number of Other Investor Registrable Securities requested to be included in such registration or offering, as applicable, by any Other Investors that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such participating Other Investors on the basis of the number of Other Investor Registrable Securities owned by each such participating Other Investor.

(i)

Notwithstanding anything to the contrary in this Agreement, the Company may postpone, for up to 60 days (or with the consent of the Fortress Investors, a longer period) from the date of the request (the “Suspension Period”), the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Shelf Registrable Securities) by providing written notice to the Holders if any of the following conditions are met: (A) the Company determines that the offer or sale of Registrable Securities would reasonably be expected to materially interfere with any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization, financing or other transaction involving the Company,(B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public information not otherwise required to be disclosed at that time under applicable law, and the Company has a bona fide business purpose for preserving the confidentiality of such material non-public information, or (C) the filing or effectiveness or continued use of such registration statement would render the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the registration statement (or such filings) to become effective or to promptly amend or supplement the registration statement on a post effective basis, as applicable. The Company may delay or suspend the effectiveness of a Demand Registration or Shelf Registration Statement pursuant to this Section 1(f)(i) not more than two (2) times in any twelve (12)-month period (for the avoidance of doubt, in addition to the Company’s rights and obligations under Section 4(a)(vi)) unless additional delays or suspensions are approved by the Fortress Investors.

(ii)

In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in Section 1(f)(i) above or pursuant to Section 4(a)(vi) (a “Suspension Event”), the Company will give a notice to the Holders whose Registrable Securities are registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. Each Holder agrees not to effect any sales of its Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. A Holder may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holders promptly following the conclusion of any Suspension Event.

(i)

Other Registration Rights. Except as provided in this Agreement, the Company will not, without the prior written consent of the Fortress Investors, grant to any Person the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, to the extent such right (i) would allow such holder or prospective holder to include such securities in any registration statement filed pursuant to this Agreement; (ii) would allow such holder or prospective holder to initiate a demand for registration or underwritten offering of any securities held by such holder or prospective holder; provided that such holder or prospective holder shall only have the right to initiate such a demand for registration in a non-underwritten resale of all or any portion of their securities, or (iii) would otherwise provide any such holder or prospective holder of securities of the Company with rights which conflict with or impair the registration rights granted to the Fortress Investors hereunder.

(j)

Revocation of Demand Notice or Shelf Offering Notice. At any time prior to the effective date of the registration statement relating to a Demand Registration or the “pricing” of any offering relating to a Shelf Offering Notice, the Fortress Investors who initiated such Demand Registration or Shelf Offering may revoke or withdraw such notice of a Demand Registration or Shelf Offering Notice on behalf of all Holders participating in such Demand Registration or Shelf Offering without liability to such Holders (including, for the avoidance of doubt, the other Participating Fortress Investors), in each case by providing written notice to the Company, and the Company will immediately cease all effort to secure effectiveness of such registration statement. Any withdrawn Demand Registration or Shelf Offering Notice shall count toward the limitations set forth in Sections 1(a) and 1(d)(i) unless the Fortress Investors pay for all Registration Expenses related to such withdrawn Demand Registration or Shelf Offering Notice.

(a)

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) (a “Piggyback Registration”), the Company will give prompt written notice (and in any event within three (3) Business Days after the public filing of the registration statement relating to the Piggyback Registration) to all Holders of its intention to effect such Piggyback Registration and, subject to the terms of Section 2(b), will include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after delivery of the Company’s notice; provided that the Company shall not be required to provide such notice or include any Registrable Securities in such registration if the Fortress Investors elect not to include any Fortress Investor Registrable Securities in such registration, unless the Fortress Investors otherwise consent in writing. Any Participating Fortress Investor may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective.

(b)

Priority on Piggyback Registrations. If any Fortress Investor is participating in any Piggyback Registration, the Company will not include in any such Piggyback Registration on behalf of the Company any securities that are not securities the Company proposes to sell or Fortress Investors Registrable Securities without the prior written consent of the Fortress Investors. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Fortress Investor Registrable Securities requested to be included in such registration by any Fortress Investors that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Fortress Investors on the basis of the number of Fortress Investors Registrable Securities owned by each such Participating Fortress Investor, (iii) third, the Other Investor Registrable Securities requested to be included in such registration by any Other Investors that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such participating Other Investors on the basis of the number of Other Investor Registrable Securities owned by each such Other Investor and (iv) fourth, other securities requested to be included in such registration that, in the opinion of the underwriters, can be sold without any such adverse effect.

the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be reasonably requested by the Fortress Investors. Without limiting the generality of the foregoing, each Holder hereby agrees that in connection with the Qualified Public Offering and in connection with any Demand Registration, Shelf Offering or Piggyback Registration that is an underwritten Public Offering, not to (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Securities”), or any securities, options or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”), or (iv) publicly disclose the intention to enter into any Sale Transaction or make any Demand Registration or Shelf Offering Notice, commencing on the earlier of the date on which the Company gives notice to the Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the “pricing” of such offering and continuing to the date that is (x) 180 days following the date of the final prospectus in the case of the Qualified Public Offering or (y) 90 days following the date of the final prospectus in the case of any other such underwritten Public Offering (each such period, or such shorter period as agreed to by the managing underwriters, a “Holdback Period”); provided, however, that the foregoing restrictions shall not apply to (i) distributions-in-kind to a Holder’s partners, stockholders, members or other equity owners, but only if such Persons agree to be bound by the restrictions herein, (ii) for any underwritten offering other than the Qualified Public Offering, Holders (other than any director or officer of the Company) that are reasonably expected to beneficially own, together with any Affiliates of such Holders, less than 5% of the outstanding shares of Common Equity upon consummation of such underwritten Public Offering, (iii) transfers to Affiliates, but only if such Affiliates agree to be bound by the restrictions herein and (iv) the extent otherwise set forth in the lock-up, holdback or similar agreements requested by the underwriter(s) managing agreements signed by each Holder in connection with any underwritten Public Offering. The Company may impose stop-transfer instructions with respect to any Securities or Other Securities subject to the restrictions set forth in this Section 3(a) until the end of such Holdback Period.

(b)

Company Holdback Agreement. If requested by the managing underwriter(s) for any underwritten Public Offering pursuant to this Agreement, the Company (i) will not file any registration statement for a Public Offering or cause any such registration statement to become effective, or effect any public sale or distribution of its Securities or Other Securities during any Holdback Period (other than as part of such underwritten Public Offering, or a registration on Form S-4 or Form S-8 or any successor or similar form) and (ii) will use its commercially reasonable efforts to cause each of its directors and executive officers and any holder that beneficially owns more than 5% of the outstanding Common Equity to agree not to effect any Sale Transaction during any Holdback Period, except as part of such underwritten registration (if otherwise permitted), unless approved in writing by the underwriters managing the Public Offering and to enter into any lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering.

(i)

prepare and file with (or submit confidentially to) the SEC a registration statement, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Fortress Investors covered by such registration statement copies of all such documents proposed to be filed or submitted, which documents will be subject to the reasonable review and comment of such counsel);

(iii)

prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(iv)

furnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) (in each case, including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as such seller or underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);

(v)

use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);

(vi)

notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by the Fortress Investor, the Company will use its reasonable best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(vii)

(A) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and in connection with and following a Qualified Public Offering, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market makers (which, for the avoidance of doubt, do not include any “OTC Market Makers” (as defined under FINRA Rule 6420)) to register as such with respect to such Registrable Securities with FINRA, and (B) use its commercially reasonable to comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including all corporate governance requirements;

(x)

make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;

(xxi)

use its reasonable best efforts to provide (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering, in each case, addressed to the underwriters, if any, and (3) customary certificates executed by authorized officers of the Company as may be requested by any underwriter of such Registrable Securities;

(b)

Automatic Shelf Registration Statements. If the Company files any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders, and the Fortress Investors do not request that their Registrable Securities be included in such Shelf Registration Statement, the Company agrees that, at the request of the Fortress Investors, it will include in such Automatic Shelf Registration Statement such disclosures as may be required by Rule 430B in order to ensure that the Fortress Investors may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. If the Company has filed any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders, the Company shall, at the request of the Fortress Investors, file any post-effective amendments

(d)

In-Kind Distributions. If any Fortress Investors (and/or any of their Affiliates) seek to effectuate an in-kind distribution of all or part of their Fortress Investor Registrable Securities to their respective partners, stockholders, members or other equity owners, the Company will, subject to any applicable lock-ups, reasonably cooperate with and assist such Fortress Investors (and/or any of their Affiliates), such partners, stockholders, members or other equity owners and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Fortress Investors (including the delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery of customary legal opinions by counsel to the Company and the delivery of such Fortress Investor Registrable Securities without restrictive legends, to the extent no longer applicable) and consistent with the Company’s obligations under the Securities Act.

(f)

Registerable Securities Transactions. If requested by any Fortress Investors in connection with any transaction involving any Registrable Securities (including any sale or other transfer of such securities without registration under the Securities Act, any margin loan with respect to such securities and any pledge of such securities), the Company agrees to provide such Fortress Investors with customary and reasonable assistance to facilitate such transaction, including (i) such action as such Fortress Investors may reasonably request from time to time to enable such Fortress Investors to sell Registrable Securities without registration under the Securities Act and (ii) entering into an “issuer’s agreement” in connection with any margin loan with respect to such securities in customary form.

(g)

Other. To the extent that any of the Participating Fortress Investors is or may be deemed to be an “underwriter” of Registrable Securities pursuant to any SEC comments or policies, the Company agrees that (i) the indemnification and contribution provisions contained in Section 6 shall be applicable to the benefit of such Participating Fortress Investor in their role as an underwriter or deemed underwriter in addition to their capacity as a holder and (ii) such Participating Fortress Investor shall be entitled to conduct the due diligence which they would normally conduct in connection with an offering of securities registered under the Securities Act, including receipt of customary opinions and comfort letters addressed to such Participating Fortress Investor.

Except as expressly provided herein, all out-of-pocket expenses incurred by the Company in connection with the performance of or compliance with this Agreement and/or in connection with any Demand Registration, Piggyback Registration or Shelf Offering, whether or not the same shall become effective, shall be paid by the Company, including: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses

in connection with compliance with any securities or “blue sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectuses and Company Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed in the case of the Qualified Public Offering), (vi) all applicable rating agency fees with respect to the Registrable Securities, (vii) all fees and disbursements of legal counsel for the Company, (viii) all reasonable and documented fees and disbursements of one legal counsel for selling Holders selected by the Fortress Investors (which may be the same counsel as selected for the Company) together with any necessary local counsel as may be required by the Fortress Investors, not to exceed $100,000 in connection with any single Demand Registration, Shelf Offering, Underwritten Block Trade or Piggyback Registration, if any; provided that such expenses may exceed such amount with the prior written consent of the Company, such consent not to be unreasonably withheld, (ix) all fees and expenses of any special experts or other Persons retained by the Company or the Fortress Investors in connection with any Registration, (x) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xi) if the underwriter for any underwritten offering reasonably determines a “road show” is necessary, all expenses incurred by the Company related to the “road show” for any underwritten offering. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a Demand Registration, Shelf Offering or Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities sold for such Person’s account, any fees and expenses of brokers or counsel to any Holder (other than as set forth in clause (viii) of the immediately preceding sentence) and all transfer taxes (if any) attributable to the sale of Registrable Securities.

(a)

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free‑Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoing, the Company will not be liable in any such case

to the extent that any such Losses result from, arise out of, are based upon, or relate to an untrue statement, or omission, made in such registration statement, any such prospectus, preliminary prospectus or Free‑Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

(b)

By Holders. In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its officers, directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act) against any Losses resulting from (as determined by a final and non-appealable judgment, order or decree of a court of competent jurisdiction) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided that the obligation to indemnify will be individual, not joint and several, for each Holder and will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

(c)

Claim Procedure. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will impair any Person’s right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties will have a right to retain one separate counsel, chosen by the majority of the conflicted indemnified parties involved in the indemnification and approved by the Fortress Investor, at the expense of the indemnifying party.

indemnified party on the other hand in connection with the statements or omissions which resulted in such Loss as well as any other relevant equitable considerations or (ii) if the allocation provided by clause (i) of this Section 6(d) is not permitted by applicable law, then in such proportion as is appropriate to reflect not only such relative fault but also the relative benefit of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other in connection with the statement or omissions which resulted in such Losses, as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution will be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party will be determined by reference to, among other things, whether the untrue (or, as applicable alleged) untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 6(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the Losses referred to herein will be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(f)

Non-exclusive Remedy; Survival. The indemnification and contribution provided for under this Agreement will be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract (and the Company and its Subsidiaries shall be considered the indemnitors of first resort in all such circumstances to which this Section 6 applies) and will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

Section 7

Cooperation with Underwritten Offerings. No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities such Holder has requested to include in such registration) and (ii) completes, executes and delivers all questionnaires, powers of attorney, stock powers, custody agreements, indemnities, underwriting agreements and other documents and agreements required under the terms of such underwriting arrangements or as may be reasonably requested by the Company and the lead managing underwriter(s). To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3, Section 4 and/or this Section 7, the respective rights and obligations created under such

(a)

Joinder. The Company may from time to time (with the prior written consent of the Fortress Investors) permit any Person who acquires Common Equity (or rights to acquire Common Equity) to become a party to this Agreement and to be entitled to and be bound by all of the rights and obligations as a Holder by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit B attached hereto (a “Joinder”). If requested by any Fortress Investor (with the prior written consent of the Fortress Investors), the Company shall permit any Person who directly or indirectly acquires Common Equity (or rights to acquire Common Equity) or Fortress Investor Registrable Securities from such Fortress Investor to become a party to this Agreement and to be entitled to and be bound by all of the rights and obligations as a Holder by obtaining an executed Joinder; provided that, in the case of a non-Affiliate transferee, after giving effect to such transfer, such non-Affiliate transferee and its Affiliates, collectively, beneficially own Registrable Securities that represent not less than 1.0% of the outstanding shares of Common Equity as of the date of such transfer. Upon the execution and delivery of a Joinder by such Person, the Common Equity held by such Person shall become the category of Registrable Securities set forth in the written consent from the Fortress Investors (i.e., Fortress Investor Registrable Securities or Other Investor Registrable Securities), and such Person shall be deemed the category of Holder set forth in the written consent from the Fortress Investors (i.e., a Fortress Investor or an Other Investor), which, in each case, shall be set forth on the signature page to such Joinder. For the avoidance of doubt, no such Person will be considered a Holder hereunder without execution of a Joinder and no assignment will otherwise be permitted.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, DATED AS OF NOVEMBER 22, 2022, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S EQUITYHOLDERS, AS AMENDED. A COPY OF SUCH REGISTRATION RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

The legend set forth above will be removed from the certificates evidencing any securities that have ceased to be Registrable Securities.

(a)

Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company and the Fortress Investors; provided that no such amendment, modification or waiver that would treat a specific Holder or group of Holders of Registrable Securities (i.e., Fortress Investors or Other Investors) in a manner materially and adversely different than any other Holder or group of Holders will be effective against such Holder or group of Holders without the consent of the holders of a majority of the Registrable Securities that are held by the group of Holders that is materially and adversely affected thereby. The failure or delay of any Person to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance with its terms. A waiver or consent to or of any breach or default by any Person in the performance by that Person of his, her or its obligations under this Agreement will not be deemed to be a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person under this Agreement.

(b)

Remedies. The parties to this Agreement will be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party will be entitled to seek specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(c)

Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect and to any extent under any applicable law or regulation in any jurisdiction, (i) the application of that provision to another Person or circumstances shall not be affected thereby and that provision shall be enforced to the greatest extent permitted by law and (ii) such prohibition, invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained herein.

Broad Street Realty, Inc.
7250 Woodmont Ave, Suite 350
Bethesda, Maryland 20814
Attention: Michael Jacoby

Morrison & Foerster LLP
2100 L Street NW, Suite 900
Washington, DC 20037
Attention: David P. Slotkin; Andrew P. Campbell

Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Attention: Daniel Perlman, P.C.; Rachel Brown, P.C.
Email: daniel.perlman@kirkland.com; rachel.brown@kirkland.com

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attention: Timothy Cruickshank, P.C.; David Perechocky

(j)

CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON‑EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE WILL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(k)

No Recourse. Notwithstanding anything to the contrary in this Agreement, the Company and each Holder agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement, will be had against any current or future director, officer, employee, partner, stockholder, member or other equity owner of any Holder or any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current or future member of any Holder or any current or future director, officer, employee, partner stockholder, member or other equity owner of any Holder or of any Affiliate or assignee thereof, as such for any obligation of any Holder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

(o)

Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered electronically will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and any similar state law based on the Uniform Electronic Transactions Act. No party hereto or to any such agreement or instrument will raise the use of electronic signatures and delivery as a defense to the formation or enforceability of a contract, and each such party forever waives any such defense.

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

“Affiliate” of any Person means any other Person controlled by, controlling or under common control with such Person; provided that the Company and its Subsidiaries will not be deemed to be Affiliates of any Holder. As used in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) will mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).

“Automatic Shelf Registration Statement” has the meaning set forth in Section 1(a).

“Business Day” means a day that is not a Saturday or Sunday or a day on which banks in New York City are authorized or requested by law to close.

“Charitable Gifting Event” means any transfer by a Fortress Investor, or any subsequent transfer by such holder’s members, partners or other employees, in connection with a bona fide gift to any Charitable Organization on the date of, but prior to, the execution of the underwriting agreement entered into in connection with any underwritten offering.

“Charitable Organization” means a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Common Equity” means the Company’s shares of common stock, par value $0.01 per share.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

“Excluded Registration” means any registration (i) pursuant to a Demand Registration (which is addressed in Section 1(a)), (ii) in connection with registrations on Form S‑4 or S‑8 promulgated by the SEC (or any successor or similar forms), (iii) in connection with the Qualified Public Offering or (iv) in connection with any “at-the-market” equity distribution program or dividend reinvestment program of the Company.

“Fortress Investors” has the meaning set forth in the recitals; provided that any decision to be made under this Agreement by the Fortress Investors shall be made by the holders of a majority of all Fortress Investor Registrable Securities.

“Fortress Investor Registrable Securities” means (i) any Common Equity held (directly or indirectly) by any Fortress Investor or any of its Affiliates, including any Common Equity issuable upon exercise, conversion or exchange of any warrants, other securities or other obligations (including any Preferred Membership Interest (as defined in the LLC Agreement)) or otherwise, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405.

“Holder” means a holder of Registrable Securities who is a party to this Agreement (including by way of Joinder).

“Company” has the meaning set forth in the preamble and shall include its successor(s).

“LLC Agreement” the amended and restated limited liability company agreement, dated as of November 22, 2022, of Broad Street Eagles JV, LLC, a Delaware limited liability company, as amended, restated, amended and restated, modified and/or waived from time to time.

“Long-Form Registration Statement” has the meaning set forth in Section 1(a).

“Other Investor Registrable Securities” means (i) any Common Equity held (directly or indirectly) by any Other Investors or any of their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

“Participating Fortress Investors” means any Fortress Investor(s) participating in the request for a Demand Registration, Shelf Offering, Piggyback Registration or Underwritten Block Trade.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Public Offering” means any sale or distribution by the Company, one of its Subsidiaries and/or Holders to the public of Common Equity or other securities convertible into or exchangeable for Common Equity pursuant to an offering registered under the Securities Act.

“Qualified Public Offering” has the meaning given to it in the LLC Agreement.

“Registrable Securities” means Fortress Investor Registrable Securities and Other Investor Registrable Securities. As to any particular Registrable Securities, such securities will cease to be Registrable Securities to the extent that (a) such securities have been sold or distributed pursuant to a Public Offering, (b) such securities have been distributed, sold or otherwise transferred in compliance with Rule 144 and shall no longer bear a legend restricting transfer under the Securities Act and subsequent public distribution of them shall not require registration under the Securities Act, (c) such securities have been repurchased by the Company or a Subsidiary of the Company or (d) with respect to the Registrable Securities held by any Holder (other than a Fortress Investor, without the consent of a Fortress Investor), together with its Affiliates, the first to occur of (A) the first date on which such Holder, together with its Affiliates, beneficially owns Registrable Securities that represent less than 2.5% of the issued and outstanding shares of Common Stock as of such date, and (B) the date on which such Holder, together with its Affiliates, is permitted to sell such Registrable Securities pursuant to Rule 144 without regard to the volume and manner of sale limitations contained thereunder. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities, and the Registrable Securities will be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon exercise, conversion or exchange of any warrants, other securities or other obligations or otherwise (including any Preferred Membership Interest (as defined in the LLC Agreement)), but disregarding any restrictions, conditions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person will be entitled to exercise the rights of a holder of Registrable Securities hereunder (it being understood that a holder of Registrable Securities may only request that Registrable Securities in the form of Common Equity be registered pursuant to this Agreement).

“Rule 144”, “Rule 158”, “Rule 405”, “Rule 415” and “Rule 430B” mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the same will be amended from time to time, or any successor rule then in force.

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

“Shelf Registrable Securities” has the meaning set forth in Section 1(d)(i).

“Short-Form Registration Statement” has the meaning set forth in Section 1(a).

“Subsidiary” means, with respect to the Company, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries of the Company or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons will be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or will be or control the managing director or general partner of such limited liability company, partnership, association or other business entity.

AMENDMENT NO. 1
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF BROAD STREET OPERATING PARTNERSHIP, LP

This Amendment No. 1 to the Agreement of Limited Partnership of Broad Street Operating Partnership, LP (this “Amendment”) is made as of November 22, 2022 by Broad Street OP GP, LLC, a Delaware limited liability company (the “General Partner”), as sole general partner of Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in the Agreement of Limited Partnership of the Partnership, dated as of May 21, 2019 (the “Partnership Agreement”), for the purpose of designating the rights and preferences of Series A Preferred Partnership Units (as defined below) and issuing additional Partnership Units in the form of Preferred Partnership Units (as defined below). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.

WHEREAS, Broad Street Realty, Inc. (f/k/a MedAmerica Properties Inc.), a Delaware corporation (the “Parent”), is the sole member of the General Partner;

WHEREAS, the Parent and BBL Current Owner, LLC (“BBL Current”) have entered into that certain Purchase and Sale Agreement, dated as of December 21, 2021 (as amended, the “Purchase and Sale Agreement”), providing for, among other things, BBL Current’s contribution of certain property, rights and assets to the Partnership and the Partnership’s issuance of Class A Units and Series A Preferred Partnership Units and admission of certain indirect members of BBL Current as limited partners of the Partnership; and

WHEREAS, pursuant to the Purchase and Sale Agreement, the General Partner desires to amend the Partnership Agreement to create additional Partnership Units in the form of Series A Preferred Partnership Units.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Partnership Agreement hereby is amended as follows:

“Common Partnership Interest” shall mean an ownership interest in the Partnership, other than a Preferred Partnership Interest, and includes any and all benefits to which the holder of such an ownership interest may be entitled as provided in this Agreement or the Act, together with all obligations of such person to comply with the terms and provisions of this Agreement and the Act.

“Common Partnership Unit” shall mean a fractional, undivided share of the Common Partnership Interests of all Partners issued hereunder.

“Preferred Partnership Interest” shall mean an ownership interest in the Partnership evidenced by a designated series of Preferred Partnership Units, having a preference in payment of distributions or upon liquidation as determined by the General Partner for such series of Preferred Partnership Units and as set forth in an amendment to this Agreement, and includes all benefits to which the holder of such an ownership interest may be entitled as provided in this Agreement or the Act, together with all obligations of such Person to comply with the terms and provisions of this Agreement and the Act.

“Preferred Partnership Unit” shall mean a fractional, undivided share of Preferred Partnership Interests of all Partners in the specified series issued hereunder.

“Series A Preferred Partnership Interest” shall mean an ownership interest in the Partnership evidenced by the Series A Preferred Partnership Units, having a preference in payment of distributions and upon liquidation as set forth in this Agreement.

“Series A Preferred Partnership Unit” shall mean a fractional, undivided share of the Series A Preferred Partnership Interests of all Partners issued under the Partnership Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed and delivered on its behalf as of the date first set forth above.

(2)

Ranking. The Series A Preferred Partnership Units will, with respect to rights to receive distributions and upon liquidation, dissolution or winding up of the Partnership, rank: (a) senior to Common Partnership Units and any other Partnership Units now or hereafter issued and outstanding, the terms of which provide that such Partnership Units rank, as to rights to receive distributions and upon liquidation, dissolution or winding up of the Partnership, junior to such Series A Preferred Partnership Units (collectively, with the Common Partnership Units, “Junior Units”); (b) on parity with any other Partnership Units hereafter issued and outstanding, the terms of which specifically provide that such Partnership Units rank, as to rights to receive distributions and upon liquidation, dissolution or winding up of the Partnership, on a parity with such Series A Preferred Partnership Units (“Parity Units”); and (c) junior to all Partnership Units hereafter issued and outstanding that are properly approved pursuant to Section 9(b) hereof, the terms of which specifically provide that such Partnership Units rank, as to rights to receive distributions and upon liquidation, dissolution or winding up of the Partnership, senior to the Series A Preferred Partnership Units (“Senior Units”).

(a)

Distributions on the Series A Preferred Units shall be calculated based on the Preferred Return and on the basis of a fraction, the denominator of which shall be three hundred sixty (360) and the numerator of which shall be the actual number of days elapsed during the period beginning on the first (1st) day of the prior month and ending on the last day of the prior month, in each case without adjustment for any Business Day convention (such period, the “Distribution Period”), except that distributions for a period less than a full month shall be calculated by multiplying the actual number of days elapsed in such period by a daily rate based on said three hundred sixty (360) day year; provided, that the first Distribution Period shall commence on the Initial Issue Date. The Capitalized Preferred Return shall accrue on the Liquidation Preference from and after the Initial Issue Date and shall accumulate, compound monthly and be added to the Liquidation Preference as of the last day of the Distribution Period in which it accrues, and shall thereafter accrue the Preferred Return that accrues on the Liquidation Preference and shall no longer constitute Preferred Return. Current Preferred Return shall accrue on the Liquidation Preference from and after the Initial Issue Date and shall be paid in cash on each Distribution Date, commencing on December 1, 2022.

(c)

Notwithstanding the foregoing, distributions on the Series A Preferred Partnership Units shall accumulate whether or not the terms and provisions set forth in Section 3(b) hereof at any time prohibit the current payment of distributions, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared. To the extent the Current Preferred Return is not distributed in full in cash in any month by the tenth (10th) Business Day after the end of the applicable Distribution Period, any portion of the Current Preferred Return which remains unpaid shall be added to the Liquidation Preference as of the last day of the Distribution Period in which it accrues, and shall thereafter constitute Capitalized Preferred Return.

(a)

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, following any required distribution with respect to any Senior Units properly approved pursuant to Section 9(b) hereof, but prior to and in preference to any distribution being made to holders of Common Partnership Units and any other Junior Units, each holder of Series A Preferred Partnership Units shall be entitled to receive, out of the assets of the Partnership legally available for distribution, a distribution pursuant to Section 13.2.A(4) of the Partnership Agreement, for each Series A Preferred Partnership Unit, in an amount equal to the sum of (i) the Liquidation Preference at such time and (ii) all accrued and unpaid Preferred Return (to the extent not already added to the Liquidation Preference) to (but not including) the date of such cash distribution.

(b)

In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Partnership are insufficient to pay all amounts required to be paid to the holders of Series A Preferred Partnership Units and any Parity Units, then all of the assets legally available for distribution to the holders of Series A Preferred Partnership Units and any Parity Units shall be distributed among and paid to the holders of Series A Preferred Partnership Units and any Parity Units, ratably in proportion to the respective amounts that would be payable to such holders if such assets were sufficient to permit payment in full. After payment of the full amount of liquidating distributions to which they are entitled, the holders of Series A Preferred Partnership Units will have no right or claim to any of the remaining assets of the Partnership.

(5)

Optional Conversion Right. Each holder of Series A Preferred Partnership Units shall (without action by or approval of the General Partner, the Partnership, the holders of the Series A Preferred Partnership Units or any other Person) be entitled (i) to convert each Series A Preferred Unit held by it (such right to convert, the “Optional Conversion Right”) into one Class A Unit and (ii) for each Series A Preferred Unit so converted, to receive the Conversion Liquidation Payment. The applicable holder of Series A Preferred Partnership Units may exercise the Optional Conversion Right pursuant to this Section 5, as described in the immediately preceding sentence, by delivering notice to the General Partner (each, a “Conversion Election Notice”), which notice shall state: (i) that such holder intends to convert its Series A Preferred Partnership Units in accordance with this Section 5; (ii) the number of Series A Preferred Partnership Units to be converted; and (iii) the place or places where the certificates (if any) evidencing the Series A Preferred Partnership Units are to be surrendered. Following the delivery by the applicable holder of a Series A Preferred Partnership Unit of the Conversion Election Notice, each Series A Preferred Partnership Unit described in the Conversion Election Notice shall convert into one Class A Unit on the first Business Day on the first calendar quarter that begins at least twenty (20) Business Days after receipt by the General Partner of the Conversion Election Notice (such conversion date, the “Optional Conversion Date”) (provided, that the General Partner may in its sole discretion designate an earlier (but not later) Optional Conversion Date in respect of any Conversion Election Notice); and the General Partner shall cause the Conversion Liquidation Payment to be paid to the applicable holder on the applicable Optional Conversion Date. From and after the applicable Optional Conversion Date with respect to any Series A Preferred Partnership Units, such Series A Preferred Partnership Units shall no longer be outstanding and all rights hereunder with respect to such Series A Preferred Partnership Units shall cease.

(7)

Termination Transaction. In the case of a Termination Transaction , then, at the effective time of such Termination Transaction, each outstanding Series A Preferred Partnership Unit shall be converted into a right to receive the kind and amount of securities or other property or assets (including cash or any combination thereof) that the holder of such Series A Preferred Partnership Unit would have received in respect of one Class A Unit issuable upon conversion of such Series A Preferred Partnership Unit immediately prior to such Termination Transaction, as determined in accordance with Section 5 hereof (assuming that such conversion had taken place immediately prior to the consummation of the Termination Transaction).

(a)

By the Holders. Notwithstanding anything in the Partnership Agreement to the contrary, but subject to Section 7 hereof, holders of Series A Preferred Partnership Units shall not be permitted to tender their Series A Preferred Partnership Units for redemption by the Partnership in accordance with Section 8.6 of the Partnership Agreement; provided, however, any Class A Units received as a result of a conversion of Series A Preferred Partnership Units into Class A Units pursuant to Sections 5 or 7 hereof shall thereafter be subject to Section 8.6 of the Partnership Agreement to the same extent as any other Class A Unit of the Partnership then outstanding; provided further, for purposes of Section 8.6 of the Partnership Agreement, a Class A Unit issued upon conversion of a Series A Preferred Partnership Unit shall be deemed to have been issued when the Series A Preferred Partnership Unit was issued.

(c)

Procedures for Redemption by Partnership. The Partnership may exercise its option pursuant to Section 8(b) hereof by delivering notice of such exercise to each holder of Series A Preferred Partnership Units in accordance with Section 15.1 of the Partnership Agreement, which notice shall state: (i) the date of redemption, which shall be a Business Day that is no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is sent; (ii) the Redemption Price; (iii) the number of Series A Preferred Partnership Units to be redeemed and, if fewer than all of the Series A Preferred Partnership Units held by such holder are to be redeemed, the number or percentage of such Series A Preferred Partnership Units to be redeemed from such holder; (iv) the place or places where the certificates (if any) evidencing the Series A Preferred Partnership Units are to be surrendered for payment of the Redemption Price and any other documents required in connection with the redemption; and (v) that the distributions on such Series A Preferred Partnership Units to be redeemed will cease to accrue on the date of redemption except as otherwise provided herein. A failure to give such notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the redemption of any Series A Preferred Partnership Units except as to the holder to whom notice was defective or not given. If fewer than

(b)

So long as Series A Preferred Partnership Units remain outstanding, neither the General Partner nor the Limited Partners may, without the vote or consent of the Limited Partners holding more than fifty percent (50%) of all Series A Preferred Partnership Units then outstanding: (i) issue any Senior Units; (ii) issue any additional Series A Preferred Partnership Units; or (iii) amend the Partnership Agreement (including this Exhibit G) in any manner that materially and adversely affects the rights or benefits of Series A Preferred Partnership Units, except for any amendment that affects all holders of Class A Units and does not disproportionately and adversely affect holders of Series A Preferred Partnership Units; provided, however, that the creation or issuance of Parity Units or Junior Units and any increase in the amount of authorized Parity Units (other than any issuance of additional Series A Preferred Partnership Units) or Junior Units shall not require the vote or consent of the holders of Series A Preferred Partnership Units and shall not be deemed to adversely affect the rights or benefits of Series A Preferred Partnership Units.

(10)

Allocations for Capital Account Purposes. The Partnership’s Net Income, Net Loss and items of income, gain, loss, deduction and credit shall be allocated to the holders of Series A Preferred Partnership Units in accordance with the Partnership Agreement, including Article VI of the Partnership Agreement; it being understood and agreed that in effecting the allocation provisions of the Partnership Agreement, the Series A Preferred Partnership Units shall be deemed to constitute Partnership Interests that are entitled to a preference upon liquidation and a preference in distribution for purposes of Section 6.1.A(2) and Section 6.1.A(3) of the Partnership Agreement, respectively. Accordingly, until additional classes of Partnership Interests, if any, are established pursuant to the terms of the Partnership Agreement:

(d)

pursuant to Section 6.1.B(3) of the Partnership Agreement, Net Losses shall be allocated to the holders of Series A Preferred Partnership Units, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made; provided, however, that Net Losses shall not be allocated to any such holders pursuant to Section 6.1.B(3) of the Partnership Agreement to the extent that such allocation would cause such holder to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the holder’s Adjusted Capital Accounts any amount that the holder is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 of the Partnership Agreement) at the end of such taxable year (or portion thereof).

Notwithstanding any provision in the Partnership Agreement to the contrary, in allocating Net Income pursuant to Section 6.1 of the Partnership Agreement and taxable income and gain pursuant to Section 2 of Exhibit C of the Partnership Agreement, the General Partner shall be entitled, in its discretion, to make such allocations in such a manner so as to cause, to the greatest extent possible, allocations of Net Income (and items thereof) to the holders of Series A Preferred Partnership Units pursuant to Section 6.1.B(3) to be matched with allocations, for income tax purposes, of taxable ordinary income of the Partnership.

“Capitalized Preferred Return” means the Preferred Return that shall accrue on and be added to the Liquidation Preference in any given month, in each case in accordance with the terms hereof.

“Conversion Liquidation Payment” means for each Series A Preferred Unit so converted, to receive a cash payment equal to the sum of (A) (x) the Liquidation Preference at such time, minus (y) $2.00, and (B) all accrued and unpaid Preferred Return (to the extent not already added to the Liquidation Preference) to (but not including) the Optional Conversion Date or Mandatory Conversion Date, as applicable.

“Current Preferred Return” means the Preferred Return to be satisfied with a distribution in accordance with the terms hereof.

“Distribution Date” means the first (1st) calendar day of each month, and if such day is not a Business Day, then the Business Day immediately following such day.

“Liquidation Preference” means the sum of (i) $2.00 and (ii) the accrued Capitalized Preferred Distribution.

“Mandatory Conversion Date” means the date that the Shares are listed on a National Securities Exchange.

“Preferred Return” means a distribution on the Liquidation Preference of each Series A Preferred Partnership Unit at such time, payable in arrears, compounded monthly and calculated on the basis of a 360-day year and the actual number of days elapsed, equal to:

AMERICAN GENERAL LIFE INSURANCE COMPANY and THE VARIABLE ANNUITY LIFE INSURANCE COMPANY,
collectively, as Lender

Schedule 1 Organizational Chart of Borrower
Schedule 2 Exceptions to Representations and Warranties

Schedule 8 Form of Tenant Direction Letter
Schedule 9 Form of Credit Card Direction Letter

LOAN AGREEMENT dated as of November 22, 2022 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between BSR MIDTOWN CURRENT LLC, a Delaware limited liability company (together with its permitted successors and/or assigns, “Borrower”), and AMERICAN GENERAL LIFE INSURANCE COMPANY and THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (together with their successors and/or assigns, “Lender”).

1.1 Specific Definitions. The following terms have the meanings set forth below:

“Affiliate” shall mean, as to any Person, any other Person (i) which directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such Person; or (ii) which, directly or indirectly, beneficially owns or holds ten percent (10%) or more of any class of stock or any other ownership interest in such Person; or (iii) ten percent (10%) or more of the direct or indirect ownership of which is beneficially owned or held by such Person; or (iv) which is the spouse, issue or parent of such Person, or which is a trust or estate, the beneficial owners of which are the spouse, issue or parent of such Person; or (v) which directly or indirectly is a general partner, controlling shareholder, managing member, officer, director, trustee or employee of such Person.

“Approved Operating Expense” shall mean during a Cash Management Period, operating expenses incurred by Borrower that are (i) included in the Approved Operating Budget for the current calendar month, (ii) for Real Estate Taxes, Insurance Premiums, electric, gas, oil, water, sewer or other utility service to the Property, (iii) Emergency Expenditures or (iv) approved in writing by Lender.

“Approved Supplemental Guarantor” shall mean a Person or Persons (but not more than two Persons) that is (i) either (x) are FCOF V Expansion USTMA-C Investments LLC, a Delaware limited liability company (“FCOF”) and Drawbridge Special Opportunities Fund, L.P., a Delaware limited partnership (“Drawbridge”, and together with FCOF, each, an “Approved Fortress Guarantor”) and collectively, the “Approved Fortress Guarantors”), collectively, on a several basis limiting the respective liability of each such Approved Fortress Guarantor to their respective “Pro Rata Portion” (as defined on Schedule 14 hereto) of the aggregate liability of the Approved Fortress Guarantors or (y) is acceptable to Lender in its reasonable discretion, and (ii) satisfies in Lender’s reasonable discretion (other than with respect to clause (c) below which shall be satisfied in Lender’s sole discretion) each of the following conditions: (a) each such Person and any Person that Controls each such Person (1) has never been indicted or convicted of any felony (or convicted of any crime involving moral turpitude), (2) is not a Prohibited Person, (3) has not, within the immediately preceding seven (7) year period, been the subject of a Bankruptcy Proceeding or sought relief under the Bankruptcy Code (other than an involuntary bankruptcy which was discharged), (4) has no material outstanding judgments against them which could reasonably be expected to cause them not to be able to satisfy the Guarantor Financial Covenants,

(5) would not cause Lender or any of its Affiliates to be in violation of any applicable Legal Requirements, and (6) has not displayed a pattern of engaging in repeated litigations during the past seven (7) years pursuant to which Lender or any of its Affiliates was the opposing party; (b) each such Person has provided evidence reasonably satisfactory to Lender that such Person satisfies (and would reasonably be expected to continue to satisfy throughout the term of the Loan) the Guarantor Financial Covenants; (c) each such Person satisfies Lender’s reasonable and customary search requirements, “know your customer” and OFAC requirements and other customary compliance procedures) (including litigation, judgment and bankruptcy searches, with the results thereof reasonably acceptable to Lender and disclosing no material concerns); (d) each such Person and any Person that Controls such Person has not during the past seven (7) years defaulted (beyond all applicable notice and cure periods) under its obligations with respect to any customary non-recourse carveout guaranty (or any other guaranty customarily given in connection with commercial real estate loans) as determined by a judgment of a court of competent jurisdiction (unless such judgment was overturned by a judgment of a court of competent jurisdiction prior to the applicable date of determination of satisfaction of the conditions set forth in this definition); (e) if any such Person is limited liability company, limited partnership, corporation or other entity, then such Person shall have delivered to Lender a certification attaching the applicable organizational documents and resolutions authorizing the execution and delivery of the Supplemental Guaranties (each in form and substance reasonably acceptable to Lender), together with a true and correct organizational chart of such Person, an applicable certified certificate of formation or incorporation and a good standing certificate from the applicable jurisdiction of formation or incorporation; (f) each such Person shall have delivered to Lender customary legal opinions for the Supplemental Guaranties from legal counsel and in form and substance reasonably satisfactory to Lender and consistent with the scope of the legal opinions delivered in connection with the Original Guaranties; and (g) each such Person shall own not less than ten percent (10%) of the direct or indirect interests in the Borrower; provided, however, clauses (a)(1), (a)(3), (a)(4), (a)(6), (c) and (d) above shall not apply to the Approved Fortress Guarantors; provided, further, however, that if the Approved Supplemental Guarantors are the Approved Fortress Guarantors, (x) the definitions in the Supplemental Guaranties delivered by the Approved Fortress Guarantors relating to the assets to be included in the calculation of “Net Worth” and “Liquid Assets” shall be modified to include credit for “Qualifying Capital Commitments” (as defined on Schedule 14 hereto), (y) the financial reporting requirements under the Supplemental Guaranties delivered by the Approved Fortress Guarantors shall be consistent with those set forth on Schedule 14 hereto, and (z) each Approved Fortress Guarantor shall satisfy the requirements set forth in clause (b) above on its own.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights, or any other federal or state bankruptcy or insolvency law.

“Board of Directors” shall mean, from and after the date established pursuant to the Condominium Documents, the Board of Directors of the Condo Association.

“Borrower Control Person” shall mean, individually or collectively, as the context may require, (i) Borrower, (ii) Guarantor, and/or (iii) any other Person that Controls any of the Persons set forth in the preceding clauses (i) and/or (ii).

“Borrower Owner Person” shall mean, individually or collectively, as the context may require, (i) Borrower, (ii) Guarantor, (iii) any Person that is a Borrower Control Person, and/or (iv) any other Person that owns, directly or indirectly, through one or more intermediaries, any interest in any Person described in the preceding clause (i), (ii) or (iii), or if the Person described in the preceding clause (i), (ii) or (iii) is a trust, any trustee or any beneficiary of such trust.

“Borrower’s Constituents” shall mean the Persons who hold any direct or indirect interest in Borrower, irrespective of the number of tiers through which such interests are held, including without limitation the partners, members, shareholders, trustees and beneficiaries of Borrower, and each of their respective direct and indirect constituents (provided however, that unless otherwise expressly stated herein, representations and covenants herein pertaining to Borrower’s Constituents do not apply with respect to Persons who both (i) hold no managerial or controlling position or interest in Borrower or in any entity that directly or indirectly Controls Borrower, and (ii) whose only direct and indirect interests in Borrower are as holders of publicly traded shares and/or direct or indirect equity interest in Borrower aggregating less than twenty percent (20%) of the direct or indirect equity in Borrower).

“Broad Street Guarantor” shall mean Broad Street Realty, Inc., a Delaware corporation.

“Business Day” shall mean any day other than a Saturday, Sunday or any day on which commercial banks in New York, New York are authorized or required to close.

“Bylaws” shall mean the Bylaws of The Unit Owners’ Association of Midtown Row Commercial Condominium (Commonwealth of Virginia).

“Calculation Date” shall mean the last day of each calendar quarter during the Term.

“Capital Expenses” shall mean expenses that are capital in nature or required under GAAP to be capitalized.

“Cash Management Period” shall mean a period which shall commence upon Lender giving notice to the Clearing Bank of the occurrence of any of the following:

(ii) if, as of any Calculation Date, the Debt Service Coverage Ratio for the Property is less than 1.15:1.00.

A “Cash Management Period” shall end upon Lender giving notice to the Clearing Bank that the sweeping of funds into the Cash Management Account may cease, which notice Lender shall only be required to give if:

1) with respect to a Cash Management Period caused by a matter described in clause (i) above, such Event of Default has been cured and no other Event of Default has occurred and is continuing;

2) with respect to a Cash Management Period caused by a matter described in clause (ii) above, provided that no other Cash Management Period then exists under any other clause of the definition of Cash Management Period, on the next Payment Date following the date upon which Lender has determined that the Property has achieved a Debt Service Coverage Ratio of at least 1.15:1.00 for two (2) consecutive Calculation Dates; and/or

3) the Loan and all other obligations under the Loan Documents have been repaid in full.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Closing Date Leases” shall mean those certain Leases set forth on Schedule 4 attached hereto which have been executed and delivered to Lender on or prior to the date hereof.

“Common Charges” shall mean, to the extent being charged and collected pursuant to the Condominium Documents, all common charges, assessments and any other amounts payable by the owner of a Unit pursuant to the terms of the Condominium Documents.

“Common Elements” shall have the meaning given such term in the Condominium Documents.

“Company” shall mean Broad Street Eagles JV LLC, a Delaware limited liability company.

“Condo Association” shall mean the Unit Owners’ Association as further described in the Declaration and Bylaws.

“Condominium Documents” shall mean, collectively, the Declaration, the Bylaws and all other equivalent documents together with all such modifications to such documents now or hereafter in effect, which affect the Units or the Common Elements.

“Control” means, with respect to any Person, either (i) ownership, directly or indirectly, of greater than fifty percent (50%) of the ownership interests in such Person or (ii) the possession, directly or indirectly through one or more intermediaries, of the power to direct (or cause the direction of) the management, activities and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, subject only to customary major decision rights. Notwithstanding the foregoing, for purposes of Section 5.24, 5.28 and the

definition of “Prohibited Person”, and for purposes of the organizational certificate of Borrower, the term “Control” shall mean, with respect to any Person, the possession, directly or indirectly through one or more intermediaries, of the power to direct (or cause the direction of) the management, activities and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, subject only to customary major decision rights. This definition is to be construed to apply equally to variations of the word “Control” including “Controlled”, “Controlling” or “Controlled by”.

“Control and Ownership Requirements” shall mean: (a) Key Principal Controls Borrower, (b) Fortress Funds own (in the aggregate) more than fifty percent (50%) of the direct or indirect interests in Investor, (c) Fortress continues to, directly or indirectly, Control Investor and each of the Fortress Funds, (d) Guarantor continues to own the same percentage of the direct or indirect interests in Borrower as it owned immediately prior to such Transfer, and (e) in the event an Approved Supplemental Guarantor has executed the Supplemental Guaranties and the Supplemental Guaranty Conditions have been satisfied, such Approved Supplemental Guarantor owns not less than ten percent (10%) of the direct or indirect interests in Borrower (or if the Approved Supplemental Guarantor is the Approved Fortress Guarantors, the Approved Fortress Guarantors own not less than ten percent (10%) of the direct or indirect interests in Investor).

“Debt” shall mean the Principal, all interest accrued and unpaid thereon, and any and all Prepayment Premium, all transaction costs, all late fees and all other sums due to Lender in respect of the Loan or under any Loan Document.

“Debt Service” shall mean, with respect to any particular period, scheduled Principal and interest payments due under the Note in such period.

“Debt Service Coverage Ratio” shall mean, as of any date, the ratio calculated by Lender of (i) the Net Operating Income to (ii) the sum of the Debt Service with respect to such period (but assuming, only for the purpose of calculating the Debt Service Coverage Ratio, that the Amortization Commencement Date has not occurred such that only scheduled interest payments (but not Principal payments) due under the Note in such period shall be considered for the purpose of such calculation).

“Debt Yield” shall mean, as of any date, the ratio (expressed as a percentage) calculated by Lender of (i) the Net Operating Income for the twelve (12)‑month period ending with the most recently completed calendar month preceding the date of calculation to (ii) the Principal as of such date.

“Declaration” shall mean that certain Declaration of Condominium Midtown Row Commercial Condominium dated as of January, 2021 and recorded February 4, 2021 in the Land Records of the City of Williamsburg and County of James City, Commonwealth of Virginia.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, with the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (i) five percent (5%) above the Interest Rate, compounded monthly or (ii) the maximum rate permitted by applicable law.

“Eligible Institution” shall mean a depository institution insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P, P-1 by Moody’s and F-1+ by Fitch, in the case of accounts in which funds are held for thirty (30) days or less or, in the case of Letters of Credit or accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least (i) “AA” by S&P, (ii) “AA” and/or “F1+” (for securities) and/or “AAAmmf” (for money market funds), by Fitch and (iii) “Aa2” by Moody’s.

“Emergency Expenditure” shall mean the incurrence of expenses that were necessary in order to (i) avoid imminent bodily injury, harm or damage to individuals or the Property, (ii) avoid the suspension of any necessary service to the Property, or (iii) comply with Legal Requirements, and, in each such case, with respect to which it would be impractical, in Borrower’s reasonable judgment, under the circumstances, to obtain Lender’s prior written consent; provided that Borrower shall give Lender notice of such Emergency Expenditure as soon as practicable and Lender shall have the right to consent or not consent to payment of the same as an Approved Additional Operating Expense.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) which is a member of the same controlled group of corporations or group of trades or businesses under common Control with Borrower or Guarantor, or is treated as a single employer together with Borrower or Guarantor under Section 414 of the Code or Title IV of ERISA.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31st during each year of the Term.

“Fortress” shall mean Fortress Investment Group LLC, a Delaware limited liability company.

company, (xiv) Fortress Credit Opportunities Fund V Expansion (B) LP, a Delaware limited partnership, (xv) Fortress Credit Opportunities Fund V Expansion (E) LP, a Delaware limited partnership, (xvi) Fortress Credit Opportunities Fund V Expansion (A) LP, a Delaware limited partnership, (xvii) Fortress Credit Opportunities Fund V Expansion (C) L.P., a Cayman Islands exempted limited partnership, (xviii) Fortress Credit Opportunities Fund V Expansion (D) L.P., a Cayman Islands exempted limited partnership, (xix) Fortress Credit Opportunities Fund V Expansion (F) LP, a Delaware limited partnership, (xx) Fortress Credit Opportunities Fund V Expansion (G) L.P., a Cayman Islands exempted limited partnership, (xxi) Fortress Credit Opportunities Fund V Expansion MA-C L.P., a Cayman Islands exempted limited partnership.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Governmental Authority” shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, any court, board, agency, commission, office or authority of any nature whatsoever for any governmental unit (federal, state, commonwealth, county, district, municipal, city or otherwise) now or hereafter in existence.

“Gross Income from Operations” shall mean, for any period, all income, computed in accordance with GAAP or tax accounting principles, derived from the ownership and operation of the Property or any portion thereof from whatever source during such period, including, but not limited to, Rents, utility charges, escalations, forfeited security deposits, interest (if any) on credit accounts and on Subaccounts, concession fees and charges, business interruption or other loss of income or rental insurance proceeds, service fees or charges, license fees, sums paid from users of parking spaces and other facilities or amenities located on the Property, rent concessions or credits, and other pass-through or reimbursements paid by Tenants under the Leases of any nature including Rents from Leases that (x) are Closing Date Leases, or (y) are any other Leases that have been entered into and executed in accordance with the terms and conditions of this Agreement for which the actual payment of unabated Rent commences in six (6) months or less from the date of calculation, but, in each case, excluding (a) Rents from Tenants that (i) are in monetary or material non-monetary default under the applicable Lease, (ii) with respect to non-residential Tenants, are not in physical occupancy of the applicable leased premises, have vacated (or have given notice of its intent to, or Lender has otherwise reasonably determined that such Tenant intends to, vacate) the applicable leased premises or have otherwise “gone dark”, provided, this clauses (a)(ii) shall not apply to Closing Date Leases, (iii) with respect to non-residential Tenants, have less than six (6) months remaining on the term of the applicable Lease or have a termination option exercisable within six (6) months of the date of determination, (iv) intentionally left blank, or (v) are, or whose lease guarantor is, the subject of, or otherwise subject to, a bankruptcy event, (b) sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, (c) refunds and uncollectible accounts, (d) proceeds from the sale of furniture, fixtures and equipment, (e) Net Insurance Proceeds and Net Condemnation Proceeds (other than business interruption or other loss of income or rental insurance) payable following a Casualty or Condemnation of all or any portion of the Property, and (f) any disbursements to Borrower from any of the Subaccounts. Notwithstanding anything to the contrary contained in this definition, Gross Income from Operations shall exclude any non-recurring Gross Income from Operations.

“Guarantor” shall mean, jointly and severally (or individually if the context shall require), Broad Street Guarantor, any Approved Supplemental Guarantor, if any, and any other Person that now or hereafter guarantees and any of Borrower’s obligations hereunder or any other Loan Document.

“Guarantor Financial Covenants” shall mean the financial covenants set forth in Section 6 of the Guaranty.

“Guarantor Event of Default” shall mean an Event of Default under clauses (e), (f), (g) or (l) of Section 8.1 relating to Guarantor.

“Guaranty” shall mean, collectively, the Non-Recourse Guaranty and/or any Supplemental Guaranty, if any.

“Impairment of the Security” shall mean any or all of the following: (i) the loss relating to the damage, destruction, condemnation or casualty equals or exceeds fifteen percent (15%) of the outstanding principal balance of the Loan, (ii) Leases, which individually or in the aggregate demise twenty-five percent (25%) or more of the rentable square feet existing immediately prior to the damage, destruction, condemnation or casualty shall have been cancelled, or shall contain any exercisable right to cancel as a result of the damage, destruction or casualty; (iii) any entire Unit or any material portion of the Common Elements are taken; (iv) the casualty or damage occurs during the last year of the term of the Loan; or (v) restoration of the Property is estimated to require more than one year to complete from the date of the occurrence.

“Interest Period” shall mean (i) prior to the First Payment Date, the Interim Interest Accrual Period, and (ii) commencing on the First Payment Date and continuing on each Payment Date thereafter, the calendar month immediately preceding such Payment Date, except that the Interest Period, if any, that would otherwise commence before and end after the Maturity Date shall end on the Maturity Date.

“Interest Rate” shall mean a rate of interest equal to 6.48% per annum (or, when applicable pursuant to this Agreement or any other Loan Document, the Default Rate).

“Interim Interest Accrual Period” shall mean the period from and including the Effective Date through and including the last day of the calendar month in which the Effective Date occurs, provided, however, there shall be no “Interim Interest Accrual Period” in the event the Effective Date is the first day of a calendar month.

“Investor” shall mean CF Flyer PE Investor LLC, a Delaware limited liability company.

“JV Agreement” shall mean that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Effective Date.

“Key Principal” shall mean (i) Broad Street Realty, Inc, a Delaware corporation, or (ii) from and after a Management Takeover Event effected in accordance with the terms hereof, Fortress.

“Lease Guaranty” shall mean every guarantee of any obligation under any Lease, including all modifications and amendments to such guaranties.

“Leases” shall mean all leases and other agreements or arrangements heretofore or hereafter entered into affecting the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Property or the Improvements, including any guarantees, extensions, renewals, modifications or amendments thereof and all additional remainders, reversions and other rights and estates appurtenant thereunder.

“Lease Termination Payments” shall mean (i) all fees, penalties, commissions or other payments made to Borrower in connection with or relating to the rejection, buy-out, termination, surrender or cancellation of any Lease (including in connection with any bankruptcy proceeding), (ii) any security deposits or proceeds of letters of credit held by Borrower in lieu of cash security deposits, which Borrower is permitted to retain pursuant to the applicable provisions of any Lease and (iii) any payments made to Borrower relating to unamortized tenant improvements and leasing commissions under any Lease.

“Legal Requirements” shall mean statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities (including those regarding fire, health, handicapped access, sanitation, ecological, historic, zoning, environmental protection, wetlands and building laws and the Americans with Disabilities Act of 1990, Pub. L. No. 89-670, 104 Stat. 327 (1990), as amended, and all regulations promulgated pursuant thereto) affecting Borrower, any Loan Document or all or part of the Property or the construction, ownership, use, alteration, administration or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instrument, either of record or known to Borrower, at any time in force affecting all or part of the Property.

“Lien” shall mean any mortgage, deed of trust, deed to secure debt, lien (statutory or otherwise), pledge, hypothecation, easement, restrictive covenant, preference, assignment, security interest, PACE Loan or any other encumbrance, charge or transfer of, or any agreement to enter into or create any of the foregoing, on or affecting all or any part of the Property or any interest therein, or any direct or indirect interest in Borrower, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

Permits and Contracts from Borrower to Lender, (iv) the Guaranty made by Guarantor (the “Non-Recourse Guaranty”), (v) the Environmental Indemnity Agreement from Borrower to Lender (the “Environmental Indemnity”), (vi) the Assignment of Management Agreement (Retail) among Borrower, Lender and Retail Manager (the “Consent and Subordination of Retail Manager”), (vii) the Assignment of Management Agreement (Residential) among Borrower, Lender and Residential Manager (the “Consent and Subordination of Residential Manager”, and together with the Consent and Subordination of Retail Manager, individually or collectively, as the context may require, the “Consent and Subordination of Manager”), (viii) the Deposit Account Control Agreement (Retail) (Soft Lockbox) among Borrower, Lender and the Clearing Bank (the “Retail Clearing Account Agreement”), (ix) the Deposit Account Control Agreement (Residential) (Soft Lockbox) among Borrower, Lender and the Clearing Bank (the “Residential Clearing Account Agreement”, and together with the Retail Clearing Account Agreement, collectively, the “Clearing Account Agreement”), and (x) the Cash Management Agreement (Springing) among Borrower, Lender and the Cash Management Bank (the “Cash Management Agreement”); as each of the foregoing may be (and each of the foregoing defined terms shall refer to such documents as they may be) amended, restated, replaced, severed, split, supplemented or otherwise modified from time to time (including pursuant to Section 9.3 hereof).

“Management Agreement” shall mean, individually or collectively, as the context may require, (i) the management agreement between Borrower and Retail Manager, pursuant to which Retail Manager is to manage the non-residential portion of the Property and (ii) the management agreement between Borrower and Residential Manager, pursuant to which Residential Manager is to manage the residential portion of the Property, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with Section 5.11 hereof.

“Management Takeover Event” the exercise of (i) the exercise by Investor of its right to remove Member as the managing member of the Company and to appoint a Replacement Managing Member as the managing member of the Company, pursuant to and in accordance with Section 11.4 of the JV Agreement or (ii) the exercise by Investor of any right it may have to Control and/or affirmatively direct the management of the Company or the Borrower, pursuant and in accordance with the JV Agreement, including any exercise by Investor of any right it may have under Sections 4.1(g), 11.4(b)(i), 11.4(b)(ii) or 11.4(b)(iv) of the JV Agreement, but excluding any right Investor may have under the JV Agreement (but merely making capital calls pursuant to and in accordance with the JV Agreement shall not constitute a Management Takeover Event).

“Manager” shall mean, individually or collectively, as the context may require, (i) Broad Street Realty, LLC, a Maryland limited liability company (“BSR Manager”, and in its capacity as retail manager, “Retail Manager”) and (ii) Bridger Real Estate LLC, a Maryland limited liability company (“Residential Manager”), or any successor, assignee or replacement manager appointed by Borrower in accordance with Section 5.11 hereof.

“Material Adverse Effect” shall mean a material adverse effect that has occurred or is reasonably likely to occur on (i) the Property, (ii) the business, profits, prospects, management, operations or condition (financial or otherwise) of Borrower, Guarantor, Key Principal or the Property, (iii) the enforceability, validity, perfection or priority of the lien of the Mortgage or the other Loan Documents, (iv) the ability of Borrower to timely perform its

obligations under the Mortgage or the other Loan Documents, or (v) the ability of Guarantor to perform its obligations under the Guaranty, each as determined by Lender.

“Material Lease” shall mean all Leases which (i) provide for a use by the Tenant thereunder other than exclusively for residential purposes and demises at least 10,000 square feet of space, (ii) individually or in the aggregate with respect to the same tenant and its Affiliates cover five (5) or more apartments at the Property, (iii) provide the tenant thereunder with an option or other preferential right to purchase all or any portion of the Property or (iv) are entered into with a tenant who is an Affiliate of Borrower or Guarantor; provided, however, Borrower may enter into no more than five (5) residential Leases with a tenant who is an Affiliate of Borrower or Guarantor without the same being deemed a “Material Lease” under this clause (iv) provided such Leases are entered into on market terms.

“Maturity Date” shall mean the date on which the final payment of principal of the Note becomes due and payable as therein provided, whether at the Stated Maturity Date, by declaration of acceleration, or otherwise.

“Member” shall mean Broad Street Operating Partnership, LP, a Delaware limited partnership.

“Mezzanine Borrower” shall mean BSR Midtown Current Parent LLC, a Delaware limited liability company.

“Mezzanine Lender” shall mean CF Flyer Mezz Lender LLC, a Delaware limited liability company, and any subsequent holder of the Mezzanine Loan to whom the Mezzanine Loan has been assigned pursuant to the terms of the Intercreditor Agreement.

“Mezzanine Lender Payment Instruction” shall mean a notice, which may be in the form of the monthly payment invoice sent to Mezzanine Borrower, setting forth (i) the Monthly Mezzanine Debt Service Payment, and (ii) with respect to the initial notice or if there is any change from the initial notice or any prior notice, the subordinate deposit account established under the Mezzanine Loan and wire instructions for such payment.

“Mezzanine Loan” shall mean that certain mezzanine loan in the principal amount of $15,000,000 made on the date hereof by Mezzanine Lender to Mezzanine Borrower, and evidenced and secured by the Mezzanine Loan Documents.

“Mezzanine Loan Documents” shall mean (i) that certain Mezzanine Loan Agreement of even date herewith between Mezzanine Lender and Mezzanine Borrower (the “Mezzanine Loan Agreement”), (ii) that certain Mezzanine Promissory Note of even date herewith in the original principal amount of the Mezzanine Loan made by and between Mezzanine Borrower and Mezzanine Lender, (iii) that certain Pledge and Security Agreement of even date herewith made by Mezzanine Borrower in favor of Mezzanine Lender, (iv) each UCC Financing Statement filed in connection with the foregoing and (v) any other “Loan Document,” as defined in the Mezzanine Loan Agreement referred to in clause (i) above, as each of the foregoing may be modified, amended and restated from time to time in accordance with the terms and provisions of the Intercreditor Agreement of even date herewith between Lender and Mezzanine Lender (the “Intercreditor Agreement”).

“Mezzanine Loan Liens” shall mean the Liens in favor of Mezzanine Lender created pursuant to the Mezzanine Loan Documents.

“Monthly Mezzanine Debt Service Payment” shall mean as to each Payment Date, an amount equal to (i) the scheduled payment of principal and interest payable by Mezzanine Borrower pursuant to the terms of the Mezzanine Loan Documents, plus (ii) to the extent included in the Mezzanine Lender Payment Instruction for such Payment Date, default interest, late payment charges and reimbursement of Mezzanine Lender’s expenses and protective advances payable under the Mezzanine Loan Documents.

“Monthly Operating Expense Budgeted Amount” shall mean the monthly amount set forth in the Approved Operating Budget incurred or to be incurred for or as of the calendar month in which such Payment Date occurs; provided that, management fees payable to Retail Manager and Residential Manager as part of the Monthly Operating Expense Budgeted Amount shall not exceed, in the aggregate, 3% of Gross Income from Operations (the “Management Fee Cap”).

“Net Condemnation Proceeds” shall mean all Awards less the cost, if any, to Lender of recovering the Awards including, without limitation, reasonable attorneys’ fees and expenses, and adjusters’ fees.

“Net Insurance Proceeds” shall mean insurance proceeds less the cost, if any, to Lender of recovering the insurance proceeds including, without limitation, reasonable attorneys’ fees and expenses, and adjusters’ fees.

“Net Operating Income” shall mean, for any period, the amount calculated by Lender by subtracting (a) the sum of (i) the Operating Expenses for such period from (b) the Gross Income from Operations for such period.

“Net Sales Proceeds” shall mean with respect to the sale of any Retail Unit, the gross proceeds of such sale less all reasonable and customary transaction costs approved by Lender in its reasonable discretion.

“Note” or “Notes” shall mean, individually or collectively, as the context may require, (i) that certain Promissory Note A-1 of even date herewith in the maximum principal amount of up to $60,002,000.00 made by Borrower in favor of American General Life Insurance Company and (ii) that certain Promissory Note A-2 of even date herewith in the maximum principal amount of up to $15,998,000.00 made by Borrower in favor of The Variable Annuity Life Insurance Company; as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior executive officer of Borrower or authorized representative of the Person on behalf of whom the certificate is delivered, which officer or representative is most knowledgeable with respect to the subject matter set forth in the applicable Officer’s Certificate.

“Operations Agreements” shall mean the REA, and any other covenants, restrictions, easements, declarations or agreements of record relating to the construction, operation or use of the Property, together with all amendments, modifications or supplements thereto.

“Operating Expenses” shall mean, for any period, the total of all expenditures, computed in accordance with GAAP, of whatever kind relating to the operation, maintenance and management of the Property, which expenditures are incurred on a regular monthly or other periodic basis, including without limitation, utilities, ordinary repairs and maintenance, insurance, license fees, Taxes, Other Charges, advertising expenses, management fees, payroll and related taxes, computer processing charges, operational equipment or other lease payments as approved by Lender, and other similar costs. Notwithstanding anything to the contrary in the foregoing, Operating Expenses shall (w) not include depreciation, amortization and other non-cash items, debt service, capital expenditures, any contributions to any of the reserves hereunder, income taxes or other taxes in the nature of income taxes on sales, or use taxes required to be paid to any Governmental Authority, equity distributions, and other extraordinary and non-recurring items, and legal or other professional services fees and expenses unrelated to the operation of the Property, (x) be increased to reflect known increases in Operating Expenses that are anticipated, in Lender’s reasonable determination, to occur within the succeeding twelve (12) month period including without limitation those related to Property Taxes and Insurance Premiums, and (y) include the greater of (I) the actual fees paid to the Manager pursuant to the Management Agreement for such period of determination and (II) an amount equal to three percent (3%) of Gross Income from Operations for such period.

“Original Guaranties” shall mean, collectively, the Non-Recourse Guaranty and any other guaranties or indemnitees provided by Guarantor in connection with the Loan or any Loan Documents.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, any “common expenses” or expenses allocated to and required to be paid by Borrower under the REA, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“Other Connection Taxes” shall mean, with respect to Lender, Taxes imposed as a result of a present or former connection between Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“PACE Loan” shall mean (x) any “Property-Assessed Clean Energy loan” or (y) any other indebtedness, without regard to the name given to such indebtedness, which is (i) incurred for improvements to the Property for the purpose of increasing energy efficiency, increasing use of renewable energy sources, resource conservation, or a combination of the foregoing, and (ii) repaid through multi-year assessments against the Property.

“Payment Date” shall mean the first (1st) day of each calendar month. The first Payment Date hereunder shall be January 1, 2023 (the “First Payment Date”).

“Permitted Encumbrances” shall mean (i) the Liens created by the Loan Documents, (ii) all Liens and other matters disclosed in the Title Insurance Policy, (iii) Liens, if any, for Real Estate Taxes or Other Charges not yet due and payable and not delinquent, (iv) any workers’, mechanics’ or other similar Liens on the Property provided that any such Lien is bonded or discharged within thirty (30) days after Borrower first receives notice of such Lien, (v) such other title and survey exceptions as Lender approves in writing in Lender’s discretion and (vi) the Mezzanine Loan Liens.

(iv) (a) Transfers as a result of the death of a natural person; or (b) Transfers in connection with estate planning by a natural person to a spouse, son or daughter or descendant of either, a stepson or stepdaughter or descendant of either;

(v) a Transfer of a Retail Unit pursuant to and in accordance with Section 2.4.2 hereof;

(vi) a Transfer of direct or indirect interest in the common equity of Borrower to any Person provided that:

(A) such Transfer shall not (x) cause the transferee (other than Key Principals or Mezzanine Lender), together with its Affiliates, to acquire Control of Borrower or Sole Member or to increase its direct or indirect interest in the common equity of Borrower or in Sole Member to an amount which equals or exceeds forty-nine percent (49%) or (y) result in Borrower or Sole Member no longer being Controlled by Key Principal(s) (or Mezzanine Lender);

(B) after giving effect to such Transfer, Key Principal(s) (or Mezzanine Lender) shall continue to Control the day-to-day operations of Borrower and Sole Member and shall continue to own at least fifty-one percent (51%) of all common equity interests (direct or indirect) of Borrower;

(C) if such Transfer would cause the transferee to increase its direct or indirect interest in the common equity of Borrower or in Sole Member to an amount which equals or exceeds ten percent (10%), such transferee shall be a Qualified Transferee;

(D) the legal and financial structure of Borrower and its members and the single purpose nature and bankruptcy remoteness of Borrower and its members after such Transfer, shall satisfy Lender’s then current applicable underwriting criteria and requirements;

(F) Borrower shall give Lender notice of such Transfer together with copies of all instruments effecting such Transfer, and a post-Transfer organizational chart, not less than twenty (20) days prior to the date of such Transfer;

(vii) any transfer occurring as a result of the foreclosure of the Pledge Agreement (as defined in the Mezzanine Loan Agreement) (or acceptance of an assignment-in-lieu of foreclosure) by Mezzanine Lender or its designee;

(viii) the Transfer or issuance of shares of common stock in a publicly traded entity that owns an indirect interest in Borrower, provided such shares of common stock are listed on the New York Stock Exchange, OTCQX or another nationally or internationally recognized stock exchange;

(A) concurrently with any such Management Takeover Event, Borrower shall have provided Lender with written notice of such Management Takeover Event;

(B) upon the consummation of the Management Takeover Event, Fortress shall Control Borrower and Sole Member;

(C) within ten (10) Business Days following the Management Takeover Event, the Supplemental Guarantor shall have executed and delivered to Lender the a Supplemental Guaranties and satisfied all of the Supplemental Guaranty Conditions;

(D) such Transfer shall not cause a violation of Sections 5.12 and 5.28 of this Agreement, and after giving effect to such Transfer, Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; and

(x) Transfers of not more than forty-nine percent (49%), in the aggregate, of the direct or indirect membership interests in Investor;

(xi) Transfers of all or any portion of the direct or indirect limited partnership in interests in any of the Fortress Fund(“Permitted Fortress Funds Transfers”);

(xii) Transfers of all or any portion of the direct or indirect interests in Fortress (“Permitted Fortress Parent Transfer”; and together with Permitted Fortress Funds Transfers, collectively, “Permitted Fortress Upper-Tier Transfers”);

Provided, however, that with respect to each Transfer described in clauses (x)-(xii) hereof, such Transfer will only be permitted provided that:

(A) after giving effect to such Transfer, the Control and Ownership Requirements shall remain satisfied;

(B) such Transfer shall not cause a violation of Sections 5.12 and 5.28 of this Agreement, and after giving effect to such Transfer, Borrower shall continue to be Special Purpose Bankruptcy Remote Entity;

(C) if such Transfer would cause the transferee (together with its Affiliates) to have, directly or indirectly, contributed at least twenty percent (20%) (or ten percent (10%) if such transferee is not domiciled in the United States of America) of the aggregate capital contributed to the Company, the following conditions shall apply:

i. Lender shall receive not less than ten (10) Business Days’ prior written notice of such proposed Transfer (other than in connection with Permitted Fortress Upper-Tier Transfers for which no notice shall be required);

ii. if, after giving effect to any such Transfer, any new Person (together with its Affiliates) would own greater than forty-nine percent (49%) of the direct or indirect interests in Borrower, Borrower shall, no less than ten (10) Business Days prior to the effective date of any such Transfer, deliver to Lender an updated non-consolidation opinion in substantially the same form of the non-consolidation opinion delivered to Lender on the Closing Date and otherwise acceptable to Lender;

iii. no transferee shall have been convicted of any crime (other than a misdemeanor not involving moral turpitude), or be the subject of any ongoing criminal proceeding;

iv. neither such transferee nor any Person that Controls such transferee is an Embargoed Person;

v. such transferee shall not have filed for bankruptcy (or other similar insolvency proceedings) within the seven (7) year period prior to such

Transfer (in the case of this clause (v), if such transferee will, by virtue of any such transfer, have or obtain direct or indirect Control of Borrower or Guarantor); and

vi. Borrower shall deliver and Lender shall promptly review (and Borrower shall be responsible for any reasonable out-of-pocket costs and expenses in connection therewith) customary searches reasonably requested by Lender in writing (including credit, judgment, lien, litigation, bankruptcy, criminal and OFAC) reasonably acceptable to Lender with respect to such transferee (other than in connection with any Permitted Fortress Upper-Tier Transfer, for which no searches shall be required);

(D) if requested in writing by Lender, Borrower shall have provided to Lender a post-transfer organizational chart; and

Notwithstanding anything to the contrary contained in this definition of “Permitted Transfers”, no Transfer shall be a Permitted Transfer unless such Transfer is made in compliance with the Mezzanine Loan Documents and the Condominium Documents.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other person or entity, and any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical Conditions Report” shall mean that certain Property Conditions Report, prepared by EBI Consulting and dated as of May 27, 2022.

“Plan” shall mean (i) an employee benefit or other plan established or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate makes or is obligated to make contributions and (ii) which is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code.

“Preferred Equity Investment” shall mean that certain preferred equity investment from Investor to the Company in the aggregate amount of $80,000,000 pursuant to and in accordance with the JV Agreement.

“Prepayment Premium” shall mean with respect to any prepayment that occurs on or before the Permitted Prepayment Date, an amount equal to the greater of (i) one percent (1%) of the outstanding principal balance of the Loan or (ii) the Yield Maintenance Premium. There shall be no Prepayment Premium with respect to any prepayments or repayments made on any date on or after the Permitted Prepayment Date through the Stated Maturity Date.

“Principal” shall mean the aggregate unpaid principal balance of the Loan at the time in question.

(i) any Person that is identified on the list of Specially Designated Nationals and Blocked Persons, the list of Foreign Sanctions Evaders or the Sectorial Sanctions Identifications list (collectively, an “OFAC Listed Person”) published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”), or is restricted from doing business under any statute (including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “PATRIOT Act”), executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism and the Annex thereto, collectively, the “Executive Order”), or other governmental action relating to terrorism financing, terrorism support and/or otherwise relating to terrorism;

(ii) any agent, department, or instrumentality of, or any Person otherwise beneficially owned by, Controlled by or acting on behalf of, directly or indirectly, (a) any OFAC Listed Person or (b) any Person that is the target of any sanctions programs administered and/or enforced by OFAC;

(iii) any Person that is otherwise blocked by or a target of United States economic sanctions;

(iv) any Person that (a) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), 18 U.S.C. §§ 1956 and 1957, the PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any United States economic sanctions violations, (b) to Borrower’s actual knowledge after making due inquiry, is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any United States economic sanctions violations, (c) has been assessed civil penalties under any Anti-Money Laundering Laws or any United States economic sanctions, or (d) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws;

(v) any Person that (a) is owned or Controlled by the government of any country or territory that is subject to United States sanctions (the “Sanctioned Countries”) (unless and until any such country or region ceases to be subject to United States sanctions, as evidenced by reference to OFAC’s online resource center (at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx) or similar source), (b) is located in any Sanctioned Countries, or (c) does business in or with any Sanctioned Countries; or

(vi) any Person that (a) is in violation of the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), (b) is in violation of the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010, or (c) has engaged or will engage in or has conspired or will conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in

the Executive Order or any statutes, laws or regulations referred to in this definition of “Prohibited Person”.

“Property” shall mean the parcel of real property, the Units, the Common Elements and Improvements thereon owned by Borrower and encumbered by the Mortgage; together with all rights pertaining to such real property, the Units, the Common Elements and Improvements, and all other collateral for the Loan as more particularly described in the granting clauses of the Mortgage and referred to therein as the Trust Property. The Property is located at 221 Monticello Avenue, 100 College Row/2011-2111 College Row, 200 College Row/3101-3119 College Row & 201 Society Lane, 101 College Row/4101-4113 College Row, in Williamsburg, VA 23185.

“Property Taxes” shall mean all (i) real estate taxes, assessments, water rates or sewer rents, maintenance charges, impositions, vault charges and license fees (“Real Estate Taxes”), or (ii) personal property taxes, in each case, now or hereafter levied or assessed or imposed against all or part of the Property. In no event shall any PACE Loan be considered a Property Tax for purposes of this Agreement.

“QPO” shall have the meaning given to the term “Qualified Public Offering” as such term is defined in the JV Agreement as of the date hereof.

“Qualified Manager” shall mean, (a) with respect to the retail component, (i) a manager which, in the reasonable judgement of Lender, (w) is a reputable management company having at least five (5) years’ experience in the management of commercial properties with similar uses as the Property and in the jurisdiction in which the Property is located, (x) has, for at least five (5) years prior to its engagement as property manager, managed at least ten (10) commercial properties with similar uses as the Property, (y) at the time of its engagement s a property manager manages at least 1,000,000 rentable square feet of retail space, and (z) is not a Prohibited Person, or (ii) any other property manager reasonably acceptable to Lender, and (b) with respect to the residential component, (i) BSR Manager, (ii) Cardinal or Campus Life & Style, (iii) a manager which, in the reasonable judgement of Lender, (w) is a reputable management company having at least five (5) years’ experience in the management of commercial properties with similar uses as the Property and in the jurisdiction in which the Property is located, (x) has, for at least five (5) years prior to its engagement as property manager, managed at least ten (10) commercial properties with similar uses as the Property, (y) at the time of its engagement as property manager manages at least 4,000 residential units and (z) is not a Prohibited Person, or (iv) any other property manager reasonably acceptable to Lender, provided that such Person shall have entered into a Replacement Management Agreement.

“Qualified Transferee” shall mean a transferee for whom, prior to the Transfer, Lender shall have received: (a) evidence reasonably acceptable to Lender that neither the proposed transferee nor its Affiliates (pursuant to clause (i) of the definition of Affiliate) (i) has ever been indicted or convicted of, or pled guilty or no contest to, a felony, (ii) has ever been indicted or convicted of, or pled guilty or no contest to, a Patriot Act Offense and is not on any Government List, (iii) has ever been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy proceeding, (iv) has any material outstanding judgments against such proposed transferee, (v) is or has made a claim in a legal proceeding respecting lender liability, or (vi) has ever been in material default under any other loan from Lender, and (b) a credit, regulatory

and background check against such proposed transferee that is reasonably acceptable to Lender (including a verification that such proposed transferee’s ownership position does not cause a violation of Lender’s “loan to one Borrower” policy).

“Rating Agency” shall mean, prior to the final Securitization of the Loan (or if a Securitization has not occurred), each of Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”), Fitch, Inc., a division of Fitch Ratings Ltd. (“Fitch”), DBRS, Inc., Morningstar, Inc., Kroll Bond Rating Agency or any other nationally-recognized statistical rating organization which has been designated by Lender, and after the final Securitization of the Loan, any of the foregoing that have rated any of the securities issued in connection with the Securitization.

“REA” shall mean that certain agreement more particularly described on Schedule 10 attached hereto and made a part hereof, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Release Amount” shall mean, with respect to any Release Unit released pursuant to Section 2.4.2 hereof, 70% of the Net Sales Proceeds with respect to such Unit.

“Rents” shall mean all rents (including additional rents of any kind and percentage rents), rent equivalents, moneys payable as damages (including payments by reason of the rejection of a Lease in a Bankruptcy Proceeding) or in lieu of rent or rent equivalents, royalties (including all coal, oil and gas, mineral or other substances, royalties and bonuses), income, fees, receivables, receipts, revenues, Stimulus Payments, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other payment and consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower, Manager or any of their agents or employees from any and all sources arising from or attributable to the Property (or any portion thereof) and the Improvements, including charges for parking, parking rents, oil, gas, water, steam, heat, ventilation, air-conditioning, electricity, license fees, maintenance fees, charges for Property Taxes, operating expenses or other amounts payable to Borrower (or for the account of Borrower), revenue from telephone services, vending and all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Property (or any portion thereof) or rendering of services by Borrower, Manager or any of their agents or employees and proceeds, if any, from business interruption or other loss of income insurance.

“Replacement Management Agreement” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the applicable Management Agreement, or (ii) a management agreement with a Qualified Manager which is reasonably acceptable to Lender in form and substance, and (b) an assignment of management agreement substantially in the same form and substance as the applicable Assignment of Management Agreement, executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

“Replacement Managing Member” shall mean (i) Investor or (ii) an Affiliate of Investor designated by Investor and approved by Lender in its sole discretion.

“Reporting Company” shall mean each of Borrower, Guarantor, any other Borrower Owner Person, and any such Person’s direct or indirect managers, members, partners, shareholders, affiliates or controlling persons that are entities and are considered “Reporting Companies” as such term is defined in the Corporate Transparency Act.

“Residential Unit” shall mean that certain Residential Unit, as further described in the Condominium Documents and on Exhibit A attached hereto and made a part hereof.

“Retail Unit” shall mean, individually and/or collectively, as the context may require, that certain Retail Unit No. 1 (“Retail Unit 1”) and Retail Unit No. 2 (“Retail Unit 2”), as further described in the Condominium Documents and on Exhibit A attached hereto and made a part hereof.

“Servicer” shall mean a servicer selected by Lender to service the Loan, together with its agents, nominees or designees.

“Sole Member” shall mean BSR Midtown Current Parent LLC, a Delaware limited liability company.

“Stimulus Payments” shall mean any funds received by or on behalf of Borrower (including by the direct or indirect owners of Borrower and with respect to the activities, profits or losses of Borrower) that are paid on a monthly basis, as one-time payment or in any other manner which are payments in the nature of economic stimulus, incentive, tax credits, tax refunds or other similar payments received directly or indirectly from any Governmental Authority or quasi-Governmental Authority, whether in the form of aid, money, relief, reduction in tax liability, or another compensation scheme (including any of the foregoing initiated in connection with the COVID-19 virus or any other pandemic or epidemic).

“Supplemental Guaranty Conditions” shall mean, collectively, Lender’s determination (based on its reasonable judgment) of the satisfaction of all of the following: (A) the execution and delivery by Approved Supplemental Guarantor in the forms of each of the Original Guaranties (each, a “Supplemental Guaranty”, and collectively, the “Supplemental Guaranties”), pursuant to which Approved Supplemental Guarantor agrees to be liable under the Supplemental Guaranties for all obligations and liabilities of Guarantor under the Non-Recourse Guaranty, but only to the extent such liability arises from actions taken by Approved Supplemental Guarantor or any of its Affiliates, or events that occur, in each case, from and after the execution of such Supplemental Guaranties; provided, however, that in all cases, the Original Guaranties shall not be affected in any respect by the execution of such Supplemental Guaranties and shall remain in full force and effect and the then-existing Guarantor shall retain all liability and obligations under the Original Guaranties, except that the Approved Supplemental Guarantor shall

be required to satisfy the Guarantor Financial Covenants; and (B) the satisfaction of each of the applicable conditions set forth in the definition of Approved Supplemental Guarantor. In any action in connection with the enforcement of liability under the Supplemental Guaranties for the Non-Recourse Guaranty entered into pursuant to the above, Approved Supplemental Guarantor shall, at its sole cost and expense, bear the burden of proof to establish that the applicable actions or events occurred prior to the execution and delivery of such Supplemental Guaranties, and that the alleged liability did not result from the acts of Approved Supplemental Guarantor or any of its Affiliates, as applicable.

“Survey” shall mean a survey of the Property prepared by a surveyor licensed in the State and satisfactory to Lender and the company or companies issuing the Title Insurance Policy, and containing a certification of such surveyor satisfactory to Lender.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tenant” shall mean any Person obligated by contract or otherwise to pay monies (including a percentage of gross income, revenue or profits) under any Lease now or hereafter affecting all or any part of the Property.

“Term” shall mean the entire term of this Agreement, which shall expire upon repayment in full of the Debt and full performance of each and every obligation to be performed by Borrower pursuant to the Loan Documents.

“Title Insurance Policy” shall mean the ALTA mortgagee title insurance policy in the form acceptable to Lender issued with respect to the Property and insuring the Lien of the Mortgage.

(i) any direct or indirect sale, conveyance, transfer, encumbrance, pledge, lease or assignment, or the entry into any agreement to sell, convey, transfer, encumber, pledge, lease or assign, whether voluntary or involuntary by law or otherwise, whether or not for consideration or of record, of, on, in or affecting (x) all or part of the fee or leasehold interest in the Property (including any legal or beneficial direct or indirect interest therein), (y) any direct or indirect interest in Borrower (including any profit interest, preferred equity interests, or rights to distribution of cash), or (z) any direct or indirect interest in Sole Member (including any profit interest, preferred equity interests, or rights to distribution of cash);

(iii) with respect to Borrower, Sole Member or any Person that has any direct or indirect interest in Borrower or Sole Member, the division (whether pursuant to Section 18-217 of the Delaware Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; or

“UCC” shall mean the Uniform Commercial Code as in effect in the State or the state in which any of the cash management accounts (if any) are located, as the case may be.

“Unit” shall mean the Residential Unit and each Retail Unit (collectively, the “Units”).

“Unit Owner” shall mean the Residential Unit Owner and each Retail Unit Owner (collectively, the “Unit Owners”).

“Welfare Plan” shall mean an employee welfare benefit plan, as defined in Section 3(1) of ERISA.

“Yield Maintenance Premium” shall mean an amount equal to the present value as of the Prepayment Date of the Calculated Payments determined by discounting such payments at the Discount Rate. As used in this definition, (i) the term “Prepayment Date” means the date on which the applicable prepayment is made; (ii) the term “Calculated Payments” means the monthly payments of interest only which would be due from the Prepayment Date through the Permitted Prepayment Date based on the Principal amount of the Loan being prepaid on the Prepayment Date and assuming an interest rate per annum in the amount, if any, by which the Interest Rate (excluding any interest collected at the Default Rate) exceeds the Yield Maintenance Treasury Rate; (iii) the term “Discount Rate” means the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semi‑annually. The calculation of the Yield Maintenance Premium shall be made by Lender and shall, absent manifest error, be final, conclusive and binding upon the parties.

“Yield Maintenance Treasury Rate” shall mean the yield calculated by Lender by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15‑Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates (one longer and one shorter) most nearly approximating the Permitted Prepayment Date. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Yield Maintenance Treasury Rate. In no event, however, shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise.

“Zoning Report” shall mean that certain Zoning and Site Requirements Summary, prepared by The Planning & Zoning Resource Company and dated final as of November 8, 2022.

1.2 Index of Other Definitions. The following terms are defined in the sections or Loan Documents indicated below:

“Approved Fortress Guarantor” - 1.1 (Definition of Approved Supplemental Guarantor)

“Approved Fortress Guarantors” - 1.1 (Definition of Approved Supplemental Guarantor)

“Consent and Subordination of Residential Manager” - 1.1 (Definition of Loan Documents)

“Consent and Subordination of Retail Manager” - 1.1 (Definition of Loan Documents)

“Management Fee Cap” - 1.1 (Definition of Monthly Operating Expense Budgeted Amount)

“Permitted Fortress Funds Transfers” - 1.1 (Definition of Permitted Transfers)

“Permitted Fortress Parent Transfers” - 1.1 (Definition of Permitted Transfers)

“Permitted Fortress Upper-Tier Transfers” - 1.1 (Definition of Permitted Transfers)

“Supplemental Guaranty” - 1.1 (Definition of Supplemental Guaranty Conditions)

“Supplemental Guaranties” - 1.1 (Definition of Supplemental Guaranty Conditions)

1.3 Principles of Construction. Unless otherwise specified, (i) all references to sections and schedules are to those in this Agreement, (ii) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision, (iii) all definitions are equally applicable to the singular and plural forms of the terms defined, (iv) the word “including” means “including but not limited to,” and (v) accounting terms not specifically defined herein shall be construed in accordance with GAAP.

2.1 The Loan. Subject to and upon the terms and conditions set forth herein, Lender is making a loan (the “Loan”) to Borrower on the date hereof, in the original principal amount of $76,000,000, which shall mature on the Stated Maturity Date. Borrower acknowledges receipt of the Loan, the proceeds of which are being and shall be used to (i) acquire the Property, (ii) fund certain Subaccounts, and (iii) pay transaction costs. Any excess proceeds may be used for any lawful purpose. Borrower shall receive only one borrowing hereunder in respect of the Loan and no amount repaid in respect of the Loan may be reborrowed. The Loan shall be evidenced by the Note and shall be repaid in accordance with the terms of this Agreement, the Note and the other Loan Documents.

2.2.1 Generally. From and after the date hereof, interest on the outstanding Principal shall accrue at the Interest Rate and be payable as hereinafter provided. On the date hereof, Borrower shall pay interest on the Principal from the date hereof through and including November 30, 2022. On January 1, 2023 and each Payment Date thereafter through and including the Payment Date immediately preceding the Amortization Commencement Date, Borrower shall pay interest on the Principal accrued at the Interest Rate during the Interest Period immediately preceding such Payment Date (the “Monthly Interest Payment Amount”). On the Amortization Commencement Date and each Payment Date thereafter for the remainder of the Term, Principal and interest thereon at the Interest Rate shall be payable in monthly installments (the “Monthly Debt Service Payment Amount”); which amount is based on the Interest Rate and a thirty (30) year amortization schedule. Provided that no Event of Default has occurred and is continuing, the Monthly Debt Service Payment Amount due on any Payment Date shall first be applied to the payment of interest accrued during the preceding Interest Period and the remainder of such Monthly Debt Service Payment Amount shall be applied to the reduction of the Principal. All accrued and unpaid interest and Principal shall be due and payable on the Maturity Date. All monthly payments required hereunder shall be paid by pre-authorized ACH debit from a bank account established and maintained by Borrower specifically for such purpose.

2.2.2 Default Rate. After the occurrence and during the continuance of an Event of Default, the entire unpaid Debt shall bear interest at the Default Rate, calculated from the date such payment was due or such underlying Default shall have occurred without regard to any grace or cure periods contained herein, and shall be payable upon demand from time to time, to the extent permitted by applicable law.

2.2.3 Taxes. Any and all payments by Borrower hereunder and under the other Loan Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on Lender’s income, and franchise taxes imposed on Lender by the law or regulation of any Governmental Authority (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to in this Section 2.2.3 as “Applicable Taxes”). If Borrower shall be required by law to deduct any Applicable Taxes from or in respect of any sum payable hereunder to Lender, the following shall apply: (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.2.3), Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Payments pursuant to this Section 2.2.3 shall be made within ten (10) Business Days after the date Lender makes written demand therefor.

of any repayment, including any prepayments of the Loan, shall be applied by Lender as follows in the following order of priority: First, accrued and unpaid interest at the Interest Rate; Second, to Principal; and Third, to any other amounts then due and owing under the Loan Documents, including the Prepayment Premium (if such repayment or prepayment occurs prior to the Permitted Prepayment Date). If prior to the Stated Maturity Date the Debt is accelerated by reason of an Event of Default, operation of law or otherwise, then Lender shall be entitled to receive, in addition to the Principal and accrued interest and other sums due under the Loan Documents, an amount equal to the Prepayment Premium applicable to such Principal so accelerated. During the continuance of an Event of Default, all proceeds of repayment, including any payment or recovery on the Property (or any portion thereof) (whether through foreclosure, deed-in-lieu of foreclosure, or otherwise) shall, unless otherwise provided in the Loan Documents, be applied in such order and in such manner as Lender shall elect in Lender’s discretion.

2.3.2 Mandatory Prepayments. The Loan is subject to mandatory prepayment in certain instances of Casualty or Condemnation (each a “Casualty/Condemnation Prepayment”), in the manner and to the extent set forth in Section 7.2.2 and Section 7.3.2(e) hereof. Each Casualty/Condemnation Prepayment, after deducting Lender’s costs and expenses (including reasonable attorneys’ fees and expenses) in connection with the settlement or collection of the Net Insurance Proceeds, Net Condemnation Proceeds or Award, shall be applied in the same manner as repayments under Section 2.3.1 above. Provided that no Event of Default has occurred and is continuing, which was not caused by the Casualty or Condemnation, any such mandatory prepayment under this Section 2.3.2 shall be without the payment of the Prepayment Premium. Notwithstanding anything to the contrary contained herein, each Casualty/Condemnation Prepayment shall be applied in inverse order of maturity and shall not extend or postpone the due dates of the monthly installments due under the Note or this Agreement, or change the amounts of such installments.

2.3.3 Voluntary Prepayments. Borrower shall have the right to voluntarily prepay the Loan in whole (but not in part, except as set forth in Section 2.4.2 hereof) provided that (i) if such prepayment or repayment is made prior to the Permitted Prepayment Date, such payment is accompanied by the Prepayment Premium applicable thereto, (ii) the prepayment is received by Lender on a Business Day and (iii) Borrower gives Lender at least thirty (30) days’ prior written notice thereof. Notwithstanding anything to the contrary contained herein, (i) so long as no Event of Default has occurred and is continuing, any prepayment of the Loan made pursuant to this Section 2.3.3 and Section 2.4.2 hereof shall be made pro rata with a corresponding prepayment of the Mezzanine Loan under Sections 2.3.3 and 2.4.2 of the Mezzanine Loan Agreement, and (ii) in no event shall the Mezzanine Loan be repaid (in whole or in part) unless and until the Loan has been repaid in full except to the extent such repayment of the Mezzanine Loan is made in connection with (x) a QPO or (y) pursuant to and in accordance with Section 5.24(c) hereof.

2.4.1 Release of Property. Lender shall, within ten (10) Business Days of a written request from Borrower and at the reasonable expense of Borrower, upon payment in full of the Debt in accordance herewith, release or, if requested by Borrower, assign to Borrower’s designee (without any representation or warranty by and without any recourse against Lender whatsoever), the Lien of the Loan Documents if not theretofore released. In connection with the release of the

Lien, Borrower shall submit to Lender, not less than fifteen (15) Business Days prior to the date of repayment (or such shorter time as is acceptable to Lender in its sole discretion), a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and contain standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all reasonable costs, taxes and expenses associated with the release of the Lien of the Mortgage, including Lender’s reasonable attorneys’ fees.

2.4.2 Sale of Retail Units/Conditions to Sale of Retail Units. On any Payment Date, Borrower may obtain the release of any Retail Unit at the Property (each such unit, a “Release Unit”) from the Lien of the Mortgage or the other Loan Documents encumbering such Release Unit (and related Loan Documents) thereon upon the closing of a bona fide sale of such Release Unit, provided each of the following conditions are satisfied:

(a) The sale of such Release Unit is pursuant to an arms’ length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate of Borrower and/or Guarantor has any beneficial interest;

(b) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing;

(i) make a prepayment of Principal in an amount equal to the applicable Release Amount;

(ii) pay to Lender any Yield Maintenance Premium on the Principal being prepaid pursuant to subclause (i) of this clause (d);

(iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (d) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date);

(e) (i) Borrower shall have demonstrated to Lender’s reasonable satisfaction (which demonstration may be in the form of an Officer’s Certificate certifying as to the following items, provided, however, and if reasonably requested by Lender, Borrower shall provide reasonable evidence and backup of the same to Lender) that the conveyance of such Release Unit does not (1) adversely affect the operation of or access to or from the portion of the Property after giving effect to the release of the subject Release Unit (the “Remaining Property”), (2) violate any Leases or Operations Agreements affecting the Remaining Property (including, without limitation, provisions relating to the availability of parking at the Remaining Property) or (3) create

an Liens on the Remaining Property, and (ii) Borrower shall have demonstrated to Lender’s reasonable satisfaction (which demonstration may be in the form of a letter or email from the zoning provider) that the conveyance of such Release Unit does not result in any portion of the Remaining Property being in violation of any Legal Requirements (including with respect to zoning and parking requirements);

(f) Borrower shall submit to Lender, not less than thirty (30) days prior to the date of such sale:

(i) notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents;

(ii) a release of the Lien for the subject Release Unit (for execution by Lender) in a form appropriate in the State and satisfactory to Lender in its reasonable discretion; and

(iii) provided that there are shared facilities, access or parking, and provided further than if an easement is not already in place, pursuant to the Condominium Documents or otherwise, a proposed form of easement agreement between Borrower and the transferee of the Release Unit, in form and substance satisfactory to Lender, pursuant to which Borrower shall receive such easements, and the right to enforce such restrictive covenants, or a Release Unit that are required for the continued use and operation of the Remaining Property; in the event there are no shared facilities, access or parking, and/or an easement is already in place, Borrower shall provide Lender an Officer’s Certificate certifying that this clause (ii) has been satisfied;

(g) After giving effect to such release, Borrower shall remain a Special Purpose Bankruptcy Remote Entity;

(h) The representations and warranties made by Borrower and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale);

(i) Borrower shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two (2) Business Days prior to the closing of such sale;

(j) Borrower shall have paid to Lender all costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with such sale and the release of such Release Unit from the Lien of the Loan Documents;

(k) Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and

(l) After giving effect to such release and prepayment, the Debt Yield for the Remaining Property subject to the Lien of the Mortgage shall be greater than the greater of (i) 7.8% which is the Debt Yield as of the date hereof and (ii) Debt Yield immediately preceding such release.

2.5.1 Making of Payments. Except as provided in Section 2.2.1, each payment by Borrower shall be made in funds settled through the New York Clearing House Interbank Payments System or other funds immediately available to Lender by 5:00 p.m., New York City time, on the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Whenever any such payment shall be stated to be due on a day that is not a Business Day, such payment shall be made on the first Business Day that is immediately preceding such due date (notwithstanding such adjustment of due dates, Borrower shall not be entitled to any deduction of interest due under this Agreement, the Note or any of the other Loan Documents). All such payments shall be made irrespective of, and without any deduction, set-off or counterclaim whatsoever and are payable without relief from valuation and appraisement laws and with all costs and charges incurred in the collection or enforcement thereof, including attorneys’ fees and court costs.

2.5.2 Computations. Interest payable under the Loan Documents shall be computed on the basis of the actual number of days elapsed over a 360-day year.

2.5.3 Late Payment Charge. If any Principal, interest or other sum due under any Loan Document is not paid by Borrower on the date on which it is due (exclusive of the balloon payment of Principal due on the Maturity Date), Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law (the “Late Payment Charge”), in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Such amount shall be secured by the Loan Documents. The acceptance of a Late Payment Charge hereunder shall not constitute a waiver by Lender of any Default or Event of Default then existing pursuant to the Loan Documents. Lender’s failure to collect a Late Payment Charge at any time shall not constitute a waiver of Lender’s right thereafter, at any time and from time to time (including upon acceleration of the Note or upon payment in full of the Loan), to collect such previously uncollected Late Payment Charge or to collect subsequently accruing Late Payment Charges.

(a) Borrower shall and shall cause Manager to at all times cause all Rents (including Rents in the nature of sums payable by issuers of credit cards accepted at the Property or on-line travel agencies) to be transmitted directly into an Eligible Account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower and reasonably approved by Lender, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. Without in any way limiting the foregoing, if Borrower or Manager receive any Rents, then (i) such amounts shall be deemed to be collateral for the Loan and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall deposit such amounts into the Clearing Account within two (2) Business Days of receipt. Funds deposited into the Clearing Account shall be swept

by the Clearing Bank on a daily basis into Borrower’s operating account at MVB Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Cash Management Bank controlled by Lender (the “Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement (provided that, if the Cash Management Account is not open on the date that the first Cash Management Period commences, then such funds shall, at the election of Lender, be swept by the Clearing Bank into an account as directed by Lender or retained in the Clearing Account, in either case, until such time that the Cash Management Account is opened). Lender will also establish subaccounts of the Cash Management Account, and/or, if applicable, the Servicer’s account, which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Cash Management Account and any Subaccounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

(b) Within three (3) Business Days after the Effective Date, Borrower or Manager shall deliver a notice in the form of Schedule 8 attached hereto to each existing non-residential Tenant at the Property (the “Tenant Direction Letter”), directing such non-residential Tenants to remit their rent checks directly to the Clearing Account in accordance with such Tenant Direction Letter, and shall also deliver a Tenant Direction Letter to each future non-residential Tenant at the Property.

(c) Within one (1) Business Day after the Effective Date, Borrower or Manager shall, pursuant to an instruction letter in form substantially similar to the form of Schedule 9 attached hereto (or the standard form of the applicable credit card company, as reasonably acceptable to Lender) (the “Credit Card Direction Letter”), instruct each of the credit card companies or credit card processing companies with which Borrower or Manager will or has entered into merchant’s or other credit card agreements relating to the Property that, effective immediately, all credit card receipts with respect to the Property, in accordance with such merchant’s agreements or otherwise, shall be transferred instead by wire transfer or the ACH system to the Clearing Bank for deposit in the Clearing Account. Borrower or Manager shall also promptly deliver a Credit Card Direction Letter to any new credit card companies or credit card processing companies with which Borrower or Manager enters into merchant’s or other credit card agreements with respect to the Property.

(a) During the continuance of a Cash Management Period, all amounts deposited into the Cash Management Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:

(i) First, to make payments into the Tax and Insurance Subaccount if and as required under Section 3.3 hereof;

(ii) Second, to pay the monthly portion of the fees charged by the Cash Management Bank;

(iii) Third, to Lender to pay the Monthly Interest Payment Amount or Monthly Debt Service Payment Amount, as applicable, due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.2(a), then due to Lender under the Loan Documents);

(iv) Fourth, to make payments into the Common Charges Subaccount if and as required under Section 3.10 hereof;

(v) Fifth, to make payments into the Capital Expense Reserve Subaccount if and as required under Section 3.5(a) hereof;

(vi) Sixth, funds in an amount equal to the Monthly Operating Expense Budgeted Amount (including, without limitation, an amount for the payment of management fees to Manager in an amount not to exceed the Management Fee Cap) and any then-current Approved Additional Operating Expenses shall be disbursed to Borrower (or to an account designated by Borrower);

(vii) Seventh, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment and any other amounts due under the Mezzanine Loan to Mezzanine Lender in accordance with the Mezzanine Lender Payment Instruction applicable to such Payment Date; provided, however, if Mezzanine Lender and Investor are then under common ownership or Control, no payments under this clause (vii) shall be made; and

(viii) Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (vii) above (the “Available Cash”) on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.6 hereof.

(b) The failure of Borrower to make all of the payments required under clauses (i) through (vi) of Section 3.2(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Cash Management Account for such payments, the failure by the Cash Management Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.

(c) Notwithstanding anything to the contrary contained in this Section 3.2 or elsewhere in the Loan Documents, during the continuance of an Event of Default, Lender may apply all Rents deposited into the Cash Management Account and other proceeds of repayment in such order and in such manner as Lender shall elect. Lender’s right to withdraw and apply any of the foregoing funds shall be in addition to all other rights and remedies provided to Lender under the Loan Documents.

(a) Borrower shall deposit with Lender (i) $0 on the date hereof on account of Property Taxes, (ii) $58,912.00 on the date hereof on account of Insurance Premiums, and (iii) on each Payment Date, (x) one-twelfth (1/12) of the Property Taxes that Lender estimates will be payable during the next twelve (12) months (initially $0 per month) in order to accumulate with Lender sufficient funds to pay all such Property Taxes at least thirty (30) days prior to their

respective due dates and (y) (1) one-twelfth (1/12) of the Insurance Premiums that Lender estimates will be payable (initially $0 per month) for the renewal of the coverage afforded by the Policies upon the expiration thereof and (2) to the extent such amounts are not included in Common Charges, one-twelfth (1/12) of the annual amount of insurance premiums payable by Borrower to the Condo Association with respect to the Policies maintained by the Condo Association pursuant to the Condominium Documents (if any) (any such premiums, the “Common Charges Insurance Premiums”), in each case, in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies and all such Common Charges Insurance Premiums at least thirty (30) days prior to the date such Common Charges Insurance Premiums are payable to the Condo Association. Such amounts will be transferred by Lender to a Subaccount (the “Tax and Insurance Subaccount”).

(b) Provided that no Default or Event of Default has occurred and is continuing, Lender will (a) apply funds in the Tax and Insurance Subaccount to payments of Property Taxes, Insurance Premiums and Common Charges Insurance Premiums required to be made by Borrower pursuant to Section 5.2 hereof and Section 7.1 hereof, provided that Borrower has promptly supplied Lender with notices of all Property Taxes, Insurance Premiums and Common Charges Insurance Premiums due, or (b) reimburse Borrower for such amounts upon presentation of evidence of payment; subject, however, to Borrower’s right to contest Property Taxes in accordance with Section 5.2 hereof. In making any payment relating to Property Taxes, Insurance Premiums and/or Common Charges Insurance Premiums, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Property Taxes) or insurer or agent (with respect to Insurance Premiums and Common Charges Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If Lender determines in its reasonable judgment that the funds in the Tax and Insurance Subaccount will be insufficient to pay (or in excess of) the Property Taxes, Insurance Premiums or Common Charges Insurance Premiums next coming due, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Tax and Insurance Subaccount.

3.4 Holdback Cash Collateral Subaccount. Borrower shall deposit with Lender $500,000 on the date hereof and Lender will transfer such amounts into a Subaccount (the “Holdback Cash Collateral Subaccount”) as cash collateral for the Debt. Provided no Event of Default has occurred and is continuing, on the Payment Date following the Calculation Date when the Debt Yield first equals or exceeds 8.5%, any funds in the Holdback Cash Collateral Subaccount shall be disbursed to Borrower. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default to apply all sums then on deposit in the Holdback Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect, including to make a prepayment of Principal (together with the applicable Yield Maintenance Premium applicable thereto).

(a) Borrower shall deposit with Lender (i) $0 on the date hereof and (ii) on each Payment Date an amount initially equal to one-twelfth (1/12) of the product obtained by multiplying $150 by the aggregate number of residential units of space in the Property (initially $7,750 per month) and Lender will transfer such amounts into a Subaccount (the “Capital Expense

Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.5 from time to time in its reasonable discretion to address unanticipated changes at the Property (based upon its then current underwriting standards).

(b) Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Expense Reserve Subaccount to Borrower, within ten (10) Business Days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month, and provided that the first such disbursement may not occur prior to the date that is forty five (45) days after the date hereof), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) with respect to any disbursement exceeding $150,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full if due, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, (B) lien waivers or other evidence of payment satisfactory to Lender unless the requested disbursement shall be used to pay for such Approved Capital Expense directly (and not to reimburse Borrower for the Approved Capital Expense previously paid for by Borrower), in which case Borrower shall be required to deliver such items with respect to the Approved Capital Expense which was the subject of the previous disbursement and conditional lien waivers with respect to the requested items to be paid for from the requested disbursement, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender or otherwise constituting Permitted Encumbrances and (D) such other evidence as Lender shall reasonably request (including, if required by Lender for any Approved Capital Expense at the Property to be funded by the requested disbursement exceeding $150,000, a report from Lender’s Construction Consultant) that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Any such disbursement of more than $25,000 to pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by direct check payable to the payee on such Approved Capital Expenses.

3.6 Cash Collateral Subaccount. If a Cash Management Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the “Cash Collateral Subaccount”) as cash collateral for the Debt. Any funds in the Cash Collateral Subaccount and not previously disbursed or applied shall, upon the termination of such Cash Management Period, be applied and disbursed in accordance with Section 3.2(a) hereof. Lender shall have the right, but not the obligation, at any time (a) during the continuance of an Event of Default or (b) subsequent to the second Calculation Date following the commencement of a Cash Management Period (whether or not an Event of Default is then continuing), to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as

Lender shall elect, including to make a prepayment of Principal (together with the applicable Yield Maintenance Premium applicable thereto).

3.7 Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Cash Management Account, and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management System Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to and to cause Manager to hold in trust for the benefit of Lender, all Rents in its possession prior to the (a) payment of such Rents to Lender or (b) deposit of such Rents into the Cash Management System Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management System Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management System Account in any order and in any manner as Lender shall elect without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Lender’s right to withdraw and apply any of the foregoing funds shall be in addition to all other rights and remedies provided to Lender under the Loan Documents. Cash Management System Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management System Account (other than the Tax Subaccount and the Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

3.8 Security Deposits. Borrower shall keep and hold all security deposits under residential Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower. After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under residential Leases, to be held in an account by Lender (the “Security Deposit Subaccount”) subject to the terms of the residential Leases. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable Lease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if

permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

3.9 Pre-Paid Rent Reserve. Lender hereby expressly acknowledges that, given the nature of the type of tenants and leasing which is contemplated hereunder in connection with the operation of the Property by Borrower as student housing, pre-paid Rent will be from time to time paid by tenants to Borrower, and Lender hereby agrees that, notwithstanding anything contained in this Agreement or in any of the other Loan Documents to the contrary, subject to the reserve and escrow requirements provided for below, such receipt of pre-paid Rent shall not be prohibited under the terms of this Agreement, nor shall the payment and receipt of such pre-paid Rent be or constitute an Event of Default. Notwithstanding the foregoing, however, as a condition and requirement for such receipt of pre-paid Rent, all such Rent which is paid to Borrower and which is applicable to a period more than one (1) month in advance of its due date shall be delivered by Borrower to Lender and shall be deposited by Lender in a Subaccount (the “Pre-Paid Rent Reserve Subaccount”); and upon the date or dates any such pre-paid Rent becomes due and payable under the terms of any Lease, such amount shall be distributed by Lender from such Pre-Paid Rent Reserve Subaccount to the Clearing Account in payment thereof.

(a) To the extent Common Charges are established and payable pursuant to the terms of the Condominium Documents (the parties hereto acknowledging that as of the date hereof, no such Common Charges have been established), Borrower shall thereafter deposit with Lender on each Payment Date, an amount equal to the monthly amount set forth in the Approved Annual Budget for Common Charges (other than Common Charges Insurance Premiums, which shall be escrowed pursuant to Section 3.3 above) (initially $0 per month) (plus any other amounts that may be due for such Common Charges which are not included in the Approved Annual Budget). Lender will transfer such amount into a Subaccount (the “Common Charges Subaccount”). If Lender determines in its reasonable judgment that the funds in the Common Charges Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Common Charges due under the Condominium Documents, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Common Charges Subaccount.

(b) During the continuance of an Event of Default, the Common Charges Funds on deposit in the Common Charges Subaccount may be used by Lender, at Lender’s sole and absolute election and discretion, for the payment of Common Charges or other operating expenses for the Property. Any such disbursement of more than $10,000 to pay (rather than reimburse) Common Charges may, at Lender’s option, be made by direct check payable to the payee of such Common Charges.

Borrower represents and warrants to Lender as of the date hereof that, except to the extent (if any) disclosed on Schedule 2 hereto with reference to a specific Section of this Article 4:

(a) Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, with requisite power and authority, and all rights, licenses, permits and authorizations, governmental or otherwise, necessary to own its properties and to transact the business in which it is now engaged. Borrower is duly qualified to do business and is in good standing in the jurisdiction in which the Property is located and in each other jurisdiction where it is required to be so qualified in connection with its properties, business and operations.

(b) Borrower and Sole Member has at all times since its formation been, and as of the date hereof is, a Special Purpose Bankruptcy Remote Entity.

4.2 Proceedings; Enforceability. Borrower has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents by it, and has the power and authority to execute, deliver and perform under the Loan Documents and all the transactions contemplated thereby. The Loan Documents have been duly authorized, executed and delivered by Borrower and constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower or Guarantor including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and none of Borrower or Guarantor have asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.3 No Conflicts. The execution, delivery and performance of the Loan Documents by Borrower and the transactions contemplated hereby will not conflict with any provision of any law or regulation to which Borrower is subject, or conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than pursuant to the Loan Documents) upon any of the property of Borrower pursuant to the terms of, any agreement or instrument to which Borrower is a party or by which its property is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower or any of its properties. Borrower’s rights under the Licenses and the Management Agreement will not be adversely affected by the execution and delivery of the Loan Documents, Borrower’s performance thereunder, the recordation of the Mortgage, or the exercise of any remedies by Lender. Any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Borrower of, or compliance by Borrower with, the Loan Documents or the consummation of the transactions contemplated hereby, has been obtained and is in full force and effect.

4.4 Litigation. There are no actions, suits or other proceedings at law or in equity by or before any court or Governmental Authority now pending or threatened in writing against or affecting Borrower, Guarantor, Key Principal, Manager or the Property, in any court or by or before any other Governmental Authority, which, if adversely determined, might have a Material Adverse Effect.

4.5 Agreements. Borrower is not a party to any agreement or instrument or subject to any restriction which might have a Material Adverse Effect. To Borrower’s knowledge, Borrower is not in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, which default might have a Material Adverse Effect. Borrower is not in default, and has not received notice of any event or condition that with the giving of notice or the passage of time would constitute a default, in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or the Property is bound, and to Borrower’s knowledge, there are no defaults under any such agreement by any other party thereto.

4.6 Title. Borrower has good, marketable and indefeasible title in fee to the real property and indefeasible title in fee to the real property and good title to the balance of the Property, free and clear of all Liens except the Permitted Encumbrances. All transfer Taxes, deed stamps, intangible Taxes or other amounts in the nature of transfer Taxes required to be paid by any Person under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. To Borrower’s knowledge, the Mortgage when properly recorded in the appropriate records, together with any UCC Financing Statements required to be filed in connection therewith, will create (i) a valid, perfected first priority lien on Borrower’s interest in the Property and (ii) valid and perfected first priority security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. All mortgage, mortgage recording, stamp, intangible or other similar Taxes required to be paid by any Person under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Mortgage, have been paid or are being paid simultaneously herewith. All Taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. The Permitted Encumbrances, individually or in the aggregate, do not (a) to Borrower’s knowledge, materially interfere with the benefits of the security intended to be provided by the Mortgage and this Agreement, (b) materially and adversely affect the value, operation or use of the Property, or (c) impair Borrower’s ability to repay the Loan. No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may become a Lien on the Property. There are no outstanding options to purchase or rights of first refusal affecting all or any portion of the Property. To Borrower’s knowledge, the Survey does not fail to reflect any material matter affecting the Property or the title thereto. To Borrower’s knowledge, all of the Improvements which were included in determining the appraised value of the Property lie wholly within the boundaries and building restriction lines of the Property, and no improvements on adjoining properties encroach upon the Property, and no easements or other encumbrances affecting the Property encroach upon any of the Improvements, so as to affect the value or marketability of the Property, except those which are set forth on the Survey and insured against by the Title Insurance Policy. To Borrower’s knowledge, each parcel comprising the Property is a separate tax lot and is not a portion of any other tax lot that is not a part of the Property. There are no pending or, to Borrower’s knowledge, proposed special or other

assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

4.7 No Bankruptcy Filing. Neither Borrower nor any of Borrower’s Constituents are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency law or the liquidation of all or a major portion of Borrower’s assets or properties (a “Bankruptcy Proceeding”), and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons. In addition, neither Borrower, Guarantor nor any principal nor Key Principal of Borrower has been a party to, or the subject of a Bankruptcy Proceeding for the past ten (10) years.

4.8 Full and Accurate Disclosure. No statement of fact made by Borrower in any Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained therein not misleading. There is no material fact presently known to Borrower that has not been disclosed to Lender which adversely affects, or, as far as Borrower can foresee, might have a Material Adverse Effect. All financial data, including the statements of cash flow and income and operating expense, that have been delivered to Lender in respect of Borrower, Guarantor and the Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of Borrower, Guarantor and the Property as of the date of such reports, and (iii) to the extent prepared by an independent certified public accounting firm, have been prepared in accordance with GAAP consistently applied throughout the periods covered, except as disclosed therein. Borrower has no contingent liabilities, liabilities for Taxes, unusual forward or long-term commitments, unrealized or anticipated losses from any unfavorable commitments or any liabilities or obligations not expressly permitted by this Agreement. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower, Guarantor or the Property from that set forth in said financial statements.

4.9 Tax Filings. To the extent required, Borrower has filed (or has obtained effective extensions for filing) all federal, state, commonwealth, district and local Tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state, commonwealth, district and local Taxes, charges and assessments payable by Borrower. Borrower’s Tax returns (if any) properly reflect the income and Taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

4.10 ERISA; No Plan Assets. As of the date hereof and throughout the Term (i) Borrower, Guarantor or any ERISA Affiliate do not sponsor, are not obligated to contribute to, and are not themselves an “employee benefit plan,” as defined in Section 3(3) of ERISA or a “plan” as defined in Section 4975 of the Code, (ii) none of the assets of Borrower or Guarantor constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, as modified in application by Section 3(42) of ERISA, (iii) Borrower and Guarantor are not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (iv) transactions by or with Borrower or Guarantor are not and will not be subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans. As of the date hereof, neither Borrower, Guarantor nor any ERISA Affiliate maintains, sponsors or contributes to, or has any obligations with respect to, a “defined benefit plan” (within the meaning

of Section 3(35) of ERISA) or a “multiemployer pension plan” (within the meaning of Section 3(37)(A) of ERISA). Neither Borrower nor Guarantor has engaged in any transaction in connection with which it could be subject to either a material civil penalty assessed pursuant to the provisions of Section 502 of ERISA or a material Tax imposed under the provisions of Section 4975 of the Code.

4.11 Compliance. Borrower and the Property (including the Improvements) and the use thereof comply in all material respects with all applicable Legal Requirements (including with respect to parking, building and applicable zoning and land use laws, codes, regulations and ordinances). Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which might have a Material Adverse Effect. Borrower has not committed any act which may give any Governmental Authority the right to cause Borrower to forfeit the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. The Property is used exclusively for student housing use, retail use, and other appurtenant and related uses. Except to the extent set forth in the Zoning Report, in the event that all or any part of the Improvements are destroyed or damaged, said Improvements can be legally reconstructed to their condition prior to such damage or destruction, and thereafter exist for the same use without violating any zoning or other ordinances applicable thereto and without the necessity of obtaining any variances or special permits. No legal proceedings are pending or, to the knowledge of Borrower, threatened in writing with respect to the zoning of the Property. Neither the zoning nor any other right to construct, use or operate the Property is in any way dependent upon or related to any property other than the Property. All certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required of Borrower for the legal use, occupancy and operation of the Property for its current use (collectively, the “Licenses”), have been obtained and are in full force and effect. The use being made of the Property is in conformity with the certificate of occupancy issued for the Property and all other restrictions, covenants and conditions affecting the Property.

4.12 Physical Condition. Except as may be expressly set forth in the Physical Conditions Report or on Schedule 13 hereto, or has otherwise been disclosed in writing to Lender by Borrower, the Property, including all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages to the Property, whether latent or otherwise. Borrower has not received written notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or any termination or threatened termination of any policy of insurance or bond. No portion of the Property is located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards, or, if so located the flood insurance required pursuant to Section 7.1.1 hereof is in full force and effect with respect to the Property. The Improvements have suffered no material casualty or damage which has not been fully repaired and the cost thereof fully paid.

(a) The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll.

(b) There are no defaults by Borrower under the Material Leases, or defaults under any other Leases that could reasonably be expected to result in a Material Adverse Effect. To Borrower’s knowledge, there are no material defaults by any Tenants under the existing Leases except as shown on the Rent Roll nor by any guarantors under the existing Lease Guaranties. The existing Leases, including the existing Lease Guaranties, are in full force and effect.

(c) To Borrower’s knowledge, none of the Tenants now occupying 10% or more of the rentable space at the Property or having a current Lease affecting 10% or more of such rentable space is the subject of any bankruptcy, reorganization or insolvency proceeding or any other debtor-creditor proceeding.

(d) No existing Lease may be amended, terminated or canceled unilaterally by a Tenant, and no Tenant may be released from its obligations, except in the event of material casualty or Condemnation.

(e) Except as set forth on the Rent Roll, Borrower has not accepted any payment of rent more than one month in advance of its due date, nor any security deposit in an amount exceeding one month’s rent.

(f) Borrower has delivered to Lender true, correct and complete copies of all existing Leases, including all existing modifications and amendments, and including all existing Lease Guaranties). All agreements between the landlord and Tenant or between the landlord and any guarantor pertaining to any of such Leases are set forth in writing and are included in such copies that have been so delivered.

(g) Neither the Leases nor the Rents have been assigned or pledged except to Lender or except to any prior unaffiliated lender in connection with any prior loan that has been repaid in full and the obligations under which have been fully and finally extinguished, and no other Person has any interest therein except the tenants thereunder.

4.14 Fraudulent Transfer. Borrower has not entered into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and Borrower has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair saleable value of Borrower’s assets exceeds and will, immediately following the execution and delivery of the Loan Documents, exceed Borrower’s total probable liabilities, including subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of Borrower’s assets is, and immediately following the making of the Loan, will be, greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the execution and delivery of the Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond

its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of the obligations of Borrower).

4.15 Ownership of Borrower. The organizational chart attached as Schedule 1 hereto, relating to Borrower and certain Affiliates and other parties, is true, complete and correct on and as of the date hereof and shows all Persons holding direct or indirect ownership interests in Borrower. Borrower has delivered to Lender true and correct copies of all Borrower’s organizational documents and except as expressly approved by Lender in writing, there have been no changes in Borrower’s Constituents since the date that such documents were delivered by Borrower.

4.16 Purchase Options. Neither the Property nor any part thereof are subject to any purchase options, rights of first refusal, rights of first offer or other similar rights in favor of any Person.

4.17 Management Agreement. Each Management Agreement is in full force and effect. There is no default, breach or violation existing thereunder, and no event has occurred (other than payments due but not yet delinquent) that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation thereunder, by either party thereto.

4.18 Name; Principal Place of Business. Borrower does not use and will not use any trade name and has not done and will not do business under any name other than its actual name set forth herein. The principal place of business of Borrower is its primary address for notices as set forth in Section 6.1 hereof, and Borrower has no other place of business.

4.19 Other Debt. There is no indebtedness with respect to the Property or Borrower (directly or indirectly) or any excess cash flow or any residual interest therein, whether secured or unsecured, including, but not limited to, any mezzanine or preferred equity financing, other than Permitted Encumbrances, Permitted Indebtedness and the Preferred Equity Investment.

4.20 Assignment of Leases and Rents. The assignment of leases and rents set forth in the Mortgage creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, including the right to operate the Property. No Person other than Lender has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder.

4.21 Insurance. Borrower has obtained and has delivered to Lender certificates of all of the Policies, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No claims have been made under any of the Policies, and no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

4.22 No Foreign Person or Prohibited Person; Source of Funds. No Borrower Control Person is a “foreign person” within the meaning of Sections 1445 and 7701 of the Code. No Borrower Control Person is a Prohibited Person or receives any of its revenue or capital from business conducted in or with Sanctioned Countries.

4.23 Operations Agreements. Each Operations Agreement is in full force and effect and neither Borrower nor, to Borrower’s knowledge, any other party to any Operations Agreement, is in default thereunder, and to the best of Borrower’s knowledge, there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a default thereunder. Except as described herein, the REA has not been modified, amended or supplemented.

(a) No portion of the Property has been or will be purchased with proceeds of any illegal activity. The Property is not being used by Borrower for the production, distribution or sale of marijuana, cannabis or their byproducts and to Borrower’s knowledge, no tenant is using the Property for such purpose.

(b) Neither Borrower nor any of Borrower’s Constituents is or will be held, by a person or entity that appears on a list of individuals and/or entities for which transactions are prohibited by the US Treasury Office of Foreign Assets Control or any similar list maintained by any other Governmental Authority, with respect to which entering into transactions with such person or entity would violate the Patriot Act or regulations or any Presidential Executive Order or any other similar applicable law, ordinance, order, rule or regulation and Borrower shall provide evidence as reasonably requested by Lender from time to time, to confirm compliance.

(a) All of the Condominium Documents are in full force and effect, unmodified by any writing or otherwise.

(b) Borrower has not sent or received a notice of default under any of the Condominium Documents.

(c) All conditions of the Condominium Documents which were required to be satisfied, and all approvals which were required to be given, as of the date hereof, have been satisfied, given or waived.

(d) No party is in default under any of the terms or provisions of the Condominium Documents and no event has occurred which with the passage of time or the giving of notice or both would constitute an event of default by Borrower under any of the Condominium Documents.

(b) Borrower has delivered to Lender a true and correct copy of each of the Condominium Documents, certified by Borrower, together with true and correct copies of all amendments and modifications thereof.

(c) There are currently no Common Charges or other charges, fees, assessments and reserves under the Condominium Documents that are payable by Borrower.

(d) The Condo Association does not currently maintain property insurance coverage as set forth under Section 8 of the Bylaws. In the event that, following the date hereof,

the Condo Association maintains property insurance coverage, Lender shall be named as mortgagee on all such property insurance policies.

(e) The Condo Association does not currently have a Board of Directors. The Unit Owners have appointed Michael Jacoby to act as agent on behalf of the Condo Association.

All of the representations and warranties in this Article 4 and elsewhere in the Loan Documents (i) shall survive for so long as any portion of the Debt remains owing to Lender and (ii) shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf, provided, however, that the representations, warranties and covenants set forth in the Environmental Indemnity above shall survive in perpetuity.

Until the end of the Term, Borrower hereby covenants and agrees with Lender that:

5.1 Existence. Borrower shall (i) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, and franchises, (ii) continue to engage in the business presently conducted by it, (iii) obtain and maintain all Licenses and all applicable governmental authorizations, and (iv) qualify to do business and remain in good standing under the laws of each jurisdiction, in each case as and to the extent required for the ownership, maintenance, management and operation of the Property.

5.2 Property Taxes and Other Charges. Unless otherwise paid to Lender as provided in Section 3.1, Borrower shall pay all Property Taxes and Other Charges. The Property Taxes and Other Charges shall be paid not later than the dates on which the same would become delinquent and Borrower shall produce to Lender receipts of the imposing authority, or other evidence reasonably satisfactory to Lender, evidencing the payment of the Property Taxes and Other Charges in full. Borrower may elect by appropriate legal action to contest any Property Tax or Other Charge, provided, however, Borrower shall first deposit cash with Lender as a reserve in an amount which Lender determines is sufficient to pay the Property Tax or Other Charge plus all fines, interest, penalties and costs which may become due pending the determination of the contest. If Borrower deposits this sum with Lender, Borrower shall not be required to pay the applicable Property Tax or Other Charge provided that the contest operates to prevent enforcement or collection of the applicable Property Tax or Other Charge, and the sale and forfeiture of, the Property, and is prosecuted with due diligence and continuity. Upon termination of any proceeding or contest, Borrower shall pay the amount of the Imposition as finally determined in the proceeding or contest. Provided that there is not then an Event of Default, the monies which have been deposited with Lender pursuant to this Section shall be applied toward such payment and the excess, if any, shall be returned to Borrower.

5.3 Access to Property. Borrower shall permit agents, representatives, consultants and employees of Lender to inspect the Property or any part thereof during normal business hours upon forty-eight (48) hours’ notice (except in the event of an emergency or if an Event of Default exists) (which may be given verbally). If Lender reasonably believes that there is a violation of Legal Requirements or there then exists an Event of Default, subject to the rights of Tenants under

Leases, Lender or its agents, representatives, consultants and employees as part of any inspection may take soil, air, water, building material and other samples from the Property.

5.4.1 Repairs; Maintenance and Compliance. Borrower shall at all times maintain, preserve and protect all franchises and trade names (if any), and Borrower shall cause the Property to be maintained in a good and safe condition and repair. Borrower shall promptly comply with all Legal Requirements and promptly cure properly any violation of a Legal Requirement. Borrower shall notify Lender in writing within three (3) Business Day after Borrower first receives notice of any such non-compliance. Borrower shall promptly repair, replace or rebuild any part of the Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements at any time in the process of construction or repair.

5.4.2 Alterations. Borrower shall abstain from, and not permit the commission of waste to the Property and shall not remove or alter in any substantial manner, the structure or character of any Improvements without the prior written consent of Lender. For the purposes hereof, except for Required Repairs, any alteration that (i) affects the structural elements of the Property or (ii) will cost in excess of $350,000 shall be considered to be a substantial alteration requiring Lender’s consent. Lender may condition its consent to any such alteration on (a) receipt of acceptable plans and specifications, (b) review and approval of contractors and architects and (c) Borrower posting security with Lender, in an amount estimated by Lender as necessary to cover the costs and expenses of the alteration. Borrower shall reimburse Lender upon demand for all out-of-pocket costs and expenses (including the reasonable fees of any architect, engineer or other professional engaged by Lender) incurred by Lender in reviewing plans and specifications or in making any determinations necessary to implement the provisions of this Section 5.4.2.

5.4.3 Required Repairs. Borrower shall, at its sole cost and expense, perform and complete each item of the repairs at the Property described on Schedule 13 hereto (the “Required Repairs”) within one (1) year of the date hereof and shall, upon completion of same, promptly provide Lender with an Officer’s Certificate certifying that the Required Repairs have been completed in a lien-free, good and workmanlike manner and in accordance with all applicable Legal Requirements and stating that each Person that performed work with respect to the Required Repairs was paid in full (together with lien waivers and reasonably supporting documentation if reasonably requested by Lender).

5.5 Performance of Other Agreements. Borrower shall observe and perform each and every term to be observed or performed by it pursuant to the terms of any agreement or instrument affecting or pertaining to the Property, including the Loan Documents and the Condominium Documents.

5.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to, and permit Lender, at its option, and at Borrower’s sole cost and expense, to participate in, any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any Loan Document.

5.7 Further Assurances. Borrower shall, at Borrower’s sole cost and expense, (i) execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the Debt and/or for the better and more effective carrying out of the intents and purposes of the Loan Documents, as Lender may reasonably require from time to time; (ii) provide all such information as Lender may reasonably require to ensure Borrower’s ongoing compliance with Sections 5.23 and 5.29 hereof, including ensuring compliance with all “know your customer” procedures as Lender may from time to time institute with respect to loans that are of a similar size and nature as the Loan; and (iii) upon Lender’s request therefor given from time to time after the occurrence of any Event of Default pay for (a) reports of UCC, federal tax lien, state tax lien, judgment and pending litigation searches with respect to Borrower and (b) searches of title to the Property, each such search to be conducted by search firms reasonably designated by Lender in each of the locations reasonably designated by Lender.

5.8 Title to the Property. Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

5.9.1 Generally. Upon request, Borrower shall furnish Lender with executed copies of all Leases then in effect. All renewals of Leases and all proposed leases shall provide for rental rates and terms comparable to existing local market rates and shall be arm’s-length transactions with bona fide, independent third-party tenants.

(a) Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”), together with any information reasonably requested by Lender relating to the proposed tenant and lease guarantor (if applicable), including any credit and background checks performed by Borrower relating to such tenant and lease guarantor. Lender shall review and approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will review and grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not

previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a proposed Lease with a tenant that has stated an intention to use its demised premises for the production, distribution or sale of marijuana, cannabis or their byproducts (including, but not limited to, cannabidiol) or a proposed renewal (other than and except for a renewal as of right by the underlying tenant), extension or modification of an existing Lease with such a tenant without the prior written consent of Lender, which consent shall be in the sole and absolute discretion of Lender.

(b) Minor Leases. Notwithstanding the provisions of Section 5.9.2(a) above, provided that no Event of Default is continuing, renewals, amendments and modifications of existing Leases and proposed leases shall not be subject to the prior approval of Lender provided (i) the proposed lease would be a Minor Lease or the existing Lease as amended or modified or the renewal Lease is a Minor Lease, (ii) the proposed lease shall be written substantially in accordance with the standard form of residential Lease or non-residential Lease, as applicable, which shall have been approved by Lender; provided, however, that non-residential Leases for space less than 5,000 square feet may instead be on a tenant’s required standard form lease or in a form of lease previously negotiated by Borrower’s Affiliates with such tenant at another location, (iii) the proposed lease shall be with a tenant that is creditworthy, as reasonably determined by Borrower, (iv) the Lease as amended or modified or the renewal Lease or series of leases or proposed lease or series of leases: (a) shall provide for net effective rental rates and, if applicable, tenant improvements (with respect to non-residential tenants) and leasing commission amounts, comparable to existing local market rates, and otherwise on market terms, (b) shall be arm’s-length transactions with bona fide, independent third-party tenants, (c) shall have an initial term (together with all renewal options) of (X) with respect to residential Leases, not less than nine (9) months and not greater than fifteen (15) months (including extension options) (provided that a maximum of ten percent (10%) of the residential Leases in place at the Property at any time may have a term of less than nine (9) months and/or greater than fifteen (15) months (including extension options)) and (Y) with respect to non-residential Leases, not less than twelve (12) months and not greater than ten (10) years (including all extension options), (c) shall provide for automatic self-operative subordination to the Mortgage and, at Lender’s option, (x) attornment to Lender and (y) if applicable pursuant to applicable law, the unilateral right by Lender, at the option of Lender, to subordinate the Lien of the Mortgage to the Lease, and (d) shall not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the Property), any requirement for a non-disturbance or recognition agreement. Borrower shall deliver to Lender copies of all Leases which are entered into pursuant to the preceding sentence together with Borrower’s certification that it has satisfied all of the conditions of the preceding sentence (i) within ten (10) days after the execution of the Lease with respect to non-residential Leases and (ii) upon Lender’s request or as otherwise required hereunder with respect to residential Leases.

thereof stating that “CONSENT SOUGHT - FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 5.9.2 OF THE LOAN AGREEMENT, DATED AS OF NOVEMBER 22, 2022, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO BSR MIDTOWN CURRENT LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such ten (10) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or to deny such request for approval in writing within the first (5) Business Days of such ten (10) Business Day period, a second notice requesting approval is delivered to Lender from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “CONSENT SOUGHT - SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 5.9.2 OF THE LOAN AGREEMENT, DATED AS OF NOVEMBER 22, 2022, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO BSR MIDTOWN CURRENT LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a substantive response to such request for approval within such final ten (10) Business Day period.

(a) Borrower (i) shall observe and perform the material obligations imposed upon the lessor under each Lease and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall deliver to Lender a copy of any material notice delivered to Borrower by or on behalf of tenants under the applicable non-residential Lease, within three (3) Business Days after receipt by Borrower; (iii) shall give Lender a copy of any material written notice given by Borrower to a tenant under a Lease simultaneously with the giving of such notice to tenant; (iv) shall promptly send copies to Lender of all notices of default that Borrower shall send or receive under the Leases; (v) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (vi) shall not collect any of the Rents more than one (1) month in advance (other than security deposits) unless the same are deposited into the Pre-Paid Rent Reserve Subaccount pursuant to Section 3.9 hereof; (vii) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (viii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (ix) shall not consent to any assignment of or subletting under any non-residential Lease without the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; and (x) shall not cancel or terminate any Lease or accept a surrender thereof without the prior consent of Lender.

be subordinate to the lien of the Mortgage. Borrower shall provide Lender with evidence of Borrower’s compliance with this Section 5.9.3 upon request.

(a) After request by Lender, but no more than twice in a twelve (12) month period (except during an Event of Default), Borrower shall within ten (10) Business Days furnish Lender with a written statement addressed to Lender, its successors and assigns, duly acknowledged and certified, setting forth (i) the Principal, (ii) the Interest Rate, (iii) the date installments of interest and/or Principal were last paid, (iv) any offsets or defenses to the payment of the Debt, and (v) that the Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall use commercially reasonable efforts to deliver to Lender, upon request, estoppel certificates from each party under any Operations Agreement, in form and substance reasonably satisfactory to Lender; provided, that Borrower shall not be required to deliver such certificates more than once during any calendar year (except during an Event of Default).

(c) Borrower shall deliver to Lender, upon request, estoppel certificates from the Condo Association, in form and substance reasonably satisfactory to Lender; provided, that Borrower shall not be required to deliver such certificates more than once during any calendar year (except during an Event of Default).

5.11.1 Management Agreement. Borrower shall (i) cause the Property to be managed pursuant to each Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by it under each Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify Lender of any default under any Management Agreement of which it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Borrower under any Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by each Manager under each Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under any Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of any Management Agreement on the part of Borrower to be performed or observed. Without Lender’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, Borrower shall not (a) surrender, terminate, cancel, extend or renew any Management Agreement or otherwise replace any Manager or enter into any other management agreement (except pursuant to Section 5.11.2 below); (b) reduce or consent to the reduction of the term of any Management Agreement; (c) increase or consent to the

increase of the amount of any charges under any Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, any Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under any Management Agreement (or any successor management agreement) if such default permits any Manager to terminate any Management Agreement (or such successor management agreement). Notwithstanding anything to the contrary contained herein, so long as no Event of Default is then continuing, Borrower shall have the right to extend the term pursuant to express rights already contained in the existing Management Agreement.

5.11.2 Termination of Manager. If (i) an Event of Default shall be continuing, (ii) any Manager is in monetary or material non-monetary default under any Management Agreement, or (iii) any Manager shall become a debtor in any bankruptcy or insolvency proceeding, Borrower shall, at the request of Lender, terminate such Management Agreement and replace such Manager with a Qualified Manager pursuant to a Replacement Management Agreement. Borrower’s failure to appoint a Qualified Manager and deliver a Replacement Management Agreement within thirty (30) days after Lender’s request of Borrower to terminate such Management Agreement shall constitute an immediate Event of Default. Borrower may from time to time, including upon a Management Takeover Event, appoint a successor manager to manage the Property, provided that such successor manager is a Qualified Manager pursuant to a Replacement Management Agreement. If at any time a new manager is appointed pursuant to this Section 5.11.2, and such new manager is an Affiliate of Borrower, Borrower shall deliver to Lender a new substantive non-consolidation opinion letter in which Borrower is “paired” with such new manager.

5.12 Special Purpose Bankruptcy Remote Entity. Borrower shall at all times be a Special Purpose Bankruptcy Remote Entity. Borrower shall not, directly or indirectly, make any change, amendment or modification to its organizational documents, or otherwise take any action which could result in Borrower not being a Special Purpose Bankruptcy Remote Entity. A “Special Purpose Bankruptcy Remote Entity” shall have the meaning set forth on Schedule 5 hereto.

5.13 Change in Business or Operation of Property. Borrower shall not purchase or own any real property other than the Property and shall not enter into any line of business other than the ownership and operation of the Property, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business or otherwise cease to operate the Property as a student housing property or terminate such business for any reason whatsoever (other than temporary cessation in connection with renovations to the Property).

5.14 Debt Cancellation. Borrower shall not cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

5.15 Affiliate Transactions. Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower or any of the members of Borrower without the prior written consent of Lender, which consent shall not be unreasonably withheld, provided that the

terms are no less favorable to such Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

5.16 Zoning. Borrower shall not initiate or consent to any zoning reclassification of any portion of the Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of the Property in any manner that could result in such use becoming a non‑conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.17 No Joint Assessment. Borrower shall not suffer, permit or initiate the joint assessment of the Property (i) with any other real property constituting a tax lot separate from the Property, and (ii) with any portion of the Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any Taxes which may be levied against such personal property shall be assessed or levied or charged to the Property.

5.18 Principal Place of Business. Borrower shall not change its principal place of business or chief executive office from the address set forth in Section 6.1 hereof without first giving Lender ten (10 Business Days’ prior written notice.

5.19 Change of Name, Identity or Structure. Borrower shall not change its name, identity (including its trade name or names) or Borrower’s corporate, partnership or other structure without notifying Lender of such change in writing at least thirty (30) days prior to the effective date of such change and, in the case of a change in Borrower’s structure, without first obtaining the prior written consent of Lender, which consent, may be conditioned upon receipt of an updated substantive non-consolidation opinion (if Lender reasonably determines that the same is necessary as a result of Borrower’s new structure). Borrower shall execute and deliver to Lender, prior to or contemporaneously with the effective date of any such change, any financing statement or financing statement change required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to operate the Property, and representing and warranting that Borrower does business under no other trade name with respect to the Property.

5.20 Indebtedness. Borrower shall not directly or indirectly create, incur or assume any indebtedness other than (i) the Debt, (ii) the Mezzanine Loan, (iii) unsecured trade payables incurred in the ordinary course of business relating to the ownership and operation of the Property, which in the case of such unsecured trade payables (A) are not evidenced by a note, (B) do not exceed, at any time, a maximum aggregate amount of two percent (2%) of the original amount of the Principal and (C) which in the case of such unsecured trade payables are paid within ninety (90) days of the date invoiced and (iv) equipment and furniture leases for items used in the common areas and amenity spaces in the residential areas of the Property in the maximum aggregate amount of $750,000 (collectively, “Permitted Indebtedness”).

5.21 Licenses. Borrower shall not Transfer any License required for the operation of the Property.

5.22 Compliance with Restrictive Covenants. Borrower shall at all times comply in all material respects with all Operations Agreements. Except as may be required in accordance with Section 2.4.2, Borrower will not enter into, modify, waive in any material respect or release any easements, Operations Agreements, the Condominium Documents or other Permitted Encumbrances, or suffer, consent to or permit the foregoing, without Lender’s prior written consent, which consent may be granted or denied in Lender’s reasonable discretion.

(a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender or any successor or assignee of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code. Borrower’s covenant in this clause (a) is based on the assumption that no portion of the assets used by Lender in connection with the transactions contemplated under this Agreement and the other Loan Documents constitutes assets of a “benefit plan investor” as defined in Section 3(42) of ERISA and with respect to which Borrower is a party in interest (as defined in Section 3(14) of ERISA) or a disqualified person (as defined in Section 4975 of the Code) unless the conditions are satisfied.

(b) Borrower shall not maintain, sponsor, contribute to or become obligated to contribute to, or suffer or permit any ERISA Affiliate of Borrower to, maintain, sponsor, contribute to or become obligated to contribute to, any Plan or any Welfare Plan or permit the assets of Borrower to become “plan assets” within the meaning of 29 C.F.R. 2510.3-101, as modified in application by Section 3(42) of ERISA.

(c) Borrower shall deliver to Lender such certifications or other evidence from time to time throughout the Term, as requested by Lender in its sole discretion, that (i) Borrower and Guarantor are not and do not maintain an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower and Guarantor are not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (iii) the assets of Borrower and Guarantor do not constitute “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified in application by Section 3(42) of ERISA, and any “benefit plan investor” as defined in Section 3(42) of ERISA.

(a) Transfers Generally. Other than in accordance with this Section 5.24, Borrower shall not cause or permit a Transfer.

(b) Permitted Transfers. The prohibitions on transfer shall not be applicable to a Transfer and Assumption (as defined below) or a Permitted Transfer.

(c) Transfer and Assumption. Notwithstanding the foregoing and subject to the terms and satisfaction of all the conditions precedent set forth in this Section 5.24(c), Borrower shall have the right to Transfer the Property to another party (the “Transferee Borrower”) and have the Transferee Borrower assume all of Borrower’s obligations under the Loan Documents,

and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a “Transfer and Assumption”). Borrower shall make a written application to Lender for Lender’s consent to the Transfer and Assumption, subject to the conditions set forth in this Section 5.24(c). Together with such written application, Borrower will pay to Lender the reasonable review fee then required by Lender. Borrower also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys’ fees and expenses, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs. Lender’s consent, which may be withheld in Lender’s sole discretion, to a Transfer and Assumption shall be subject to the following conditions:

(1) Borrower has provided Lender with not less than sixty (60) days prior written notice, which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein;

(3) Borrower has submitted to Lender true, correct and complete copies of any and all information and documents of any kind requested by Lender concerning the Property, the Transferee Borrower, replacement guarantors and indemnitors and Borrower;

(4) Evidence satisfactory to Lender has been provided showing that the Transferee Borrower and such of its Affiliates as shall be designated by Lender comply and will comply with Section 5.13 hereof, as those provisions may be modified by Lender taking into account the ownership structure of the Transferee Borrower and its Affiliates;

(5) Borrower shall have paid the amount requested by Lender as a deposit against Lender’s costs and expenses in connection with effecting the Transfer and Assumption;

(6) Borrower, the Transferee Borrower, and the replacement guarantors and indemnitors shall have indicated in writing in form and substance reasonably satisfactory to Lender their readiness and ability to satisfy the conditions set forth in clauses (i) - (v) below;

(7) Satisfactory Patriot Act and similar searches shall have been received by Lender with respect to (A) the Transferee Borrower, (B) guarantor, (C) any Person that controls Transferee Borrower or owns an equity interest in the Transferee Borrower which equals or exceeds ten percent (10%) and (D) any other Person reasonably required by Lender in order for Lender to fulfill its then-current Patriot Act compliance guidelines;

(8) The identity, experience, financial condition and creditworthiness of the Transferee Borrower and the replacement guarantors and indemnitors shall be satisfactory to Lender;

(9) The proposed property manager and proposed Management Agreement shall be satisfactory to Lender;

(10) If all or any portion of the Loan is the subject of a co-lender, participation, syndication or other similar agreement and the consent or approval of one or more of the co-lenders, participants, syndicate lenders or other similar parties is required thereunder with respect to the proposed Transfer and Assumption, all such required consents or approvals have been obtained; and

(11) If the Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the Mezzanine Loan Documents.

If Lender consents to the Transfer and Assumption, the Transferee Borrower and/or Borrower as the case may be, shall immediately deliver the following to Lender:

(i) Borrower shall deliver to Lender an assumption fee in the amount of one percent (1.00%) of the then Principal;

(ii) Borrower, the Transferee Borrower and the original and replacement guarantors and indemnitors shall execute and deliver to Lender any and all documents required by Lender, in form and substance required by Lender, in Lender’s sole discretion;

(iii) Counsel to the Transferee Borrower and replacement guarantors and indemnitors shall deliver to Lender (A) opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion with respect to the Transferee Borrower) and (B) opinions with respect to the due formation of the guarantor and due execution and enforceability of the recourse carve-out guaranty;

(iv) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion (the “Endorsement”); and

(v) Borrower shall deliver to Lender a payment in the amount of all remaining unpaid costs incurred by Lender in connection with the Transfer and Assumption, including but not limited to, Lender’s reasonable attorneys’ fees and expenses, all recording fees, and all fees payable to the title company for the delivery to Lender of the Endorsement.

Notwithstanding anything to the contrary set forth in this Agreement, upon the closing of a Transfer and Assumption and execution of a replacement guaranty in accordance with the terms of this Section 5.24(c), Lender shall release Borrower and Guarantor from all obligations under the Loan Documents arising from and after the date of the Transfer and Assumption. Notwithstanding anything to the contrary herein, if Lender consents to a Transfer and Assumption, Borrower shall be permitted to distribute to Mezzanine Borrower proceeds from the Transfer and Assumption in an amount sufficient to prepay the Mezzanine Loan in full provided such funds are actually used to prepay the Mezzanine Loan in full.

(d) Borrower shall pay all costs and expenses, including reasonable attorneys’ fees and disbursements incurred by Lender in connection with any Transfer and/or Transfer and Assumption.

(a) Without Lender’s prior written consent, Borrower shall not create, incur, assume, permit or suffer to exist any Lien on all or any portion of the Property or any direct or indirect legal or beneficial ownership interest in Borrower, except Liens in favor of Lender, Permitted Encumbrances and the Preferred Equity Investment, unless such Lien is bonded or discharged within thirty (30) days after Borrower first receives notice of such Lien.

(b) Borrower shall not incur or permit the incurring of: (i) any financing in addition to the Loan that is secured by a lien, security interest or other encumbrance of any part of the Property (including any loan or financing which is repaid by assessments or other taxes related to the Property including without limitation any Property-Assessed Clean Energy loan) or (ii) any pledge or encumbrance of any interest in Borrower or any of Borrower’s Constituents (collectively “Secondary Financing”), other than the Mezzanine Loan and the Preferred Equity Investment.

5.26 Dissolution. Borrower shall not (i) engage in any dissolution, liquidation or consolidation, division (whether pursuant to Section 18-217 of the Delaware Act or otherwise) or merger with or into any one or more other business entities, (ii) engage in any business activity not related to the ownership and operation of the Property, (iii) modify, amend, waive or terminate its qualification and good standing in any jurisdiction, or (iv) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of the property or assets of Borrower except to the extent expressly permitted by the Loan Documents.

of any action or proceeding or other litigation, in each case against, under or affecting Borrower, the Loan Documents, the Property or any other security given for the Loan; (viii) investigating, preparing, defending, settling, compromising, responding to, or enforcing or preserving any rights in response to any claim, action, suit, proceeding, investigation, prosecution, subpoena, or request for documents or other evidence under or affecting Borrower, the Loan Documents, the Property, or any other security given for the Loan, whether or not in connection with an action in which Borrower is the named party; (ix) fees charged by Lender or Servicer and, if a Securitization has occurred, the Rating Agencies in connection with any modification of the Loan; and/or (x) enforcing any obligations of or collecting any payments due from Borrower under any Loan Document or with respect to the Property or in connection with any refinancing or restructuring of the Loan in the nature of a “work-out”, or any insolvency or bankruptcy proceedings.

(b) The obligations and liabilities of Borrower under this Section 5.27 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents, including the acquisition of the Property by foreclosure or a conveyance in lieu of foreclosure.

5.28 Prohibited Persons; Economic Sanctions; Anti-Money Laundering; Corporate Transparency Act.

(1) no Borrower Owner Person or any officer or director of any of them, (a) is or shall become a Prohibited Person, or (b) is or shall become directly or indirectly owned or Controlled by any Prohibited Person;

(2) at all times until the full satisfaction of the Debt, none of the funds of Borrower, Guarantor or any other Person that are used to repay the Debt shall be derived from (a) conducting business or transacting with any Prohibited Person (including making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person), (b) dealing in any property or interests in property blocked pursuant to the Executive Order, or (c) activities involving the violation of any Anti-Money Laundering Laws;

(3) none of the proceeds of the Loan shall be used to facilitate any business, transactions, or other activity with any Prohibited Person or activities involving the violation of any Anti-Money Laundering Laws; and

(4) Borrower shall promptly deliver to Lender any certification and other evidence reasonably requested from time to time by Lender confirming compliance by Borrower with this Section 5.28.

(b) At all times until the full satisfaction of the Debt, (i) none of the funds or other assets of any of Borrower, Guarantor, any Borrower Control Person or any Person that Controls Guarantor shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under United States law, including the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et. seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder or any other laws,

regulations or executive orders administered by OFAC with the result that an investment in Borrower (whether directly or indirectly) is prohibited by Legal Requirements or the Loan made by Lender is in violation of law (an “Embargoed Person”), (ii) no Embargoed Person shall have any direct or indirect interest of any nature whatsoever in Borrower with the result that such investment in Borrower (whether direct or indirect) is prohibited by Legal Requirements or that any of the Transactions are in violation of any Legal Requirements, and (iii) none of the funds of any of Borrower, Guarantor, any Borrower Control Person or any Person that Controls Guarantor shall be derived from any unlawful activity with the result that the investment in Borrower (whether directly or indirectly) is prohibited by Legal Requirements or that any of the Transactions are in violation of any law.

(c) Borrower hereby represents and warrants to Lender that as of the Effective Date, each Reporting Company is in compliance with the terms, conditions, regulations and reporting and disclosure requirements of the Corporate Transparency Act.

(d) Borrower hereby covenants and agrees with Lender that, from and after the Effective Date, Borrower shall cause each Reporting Company to (i) at all times comply with the terms, conditions, regulations and reporting and disclosure requirements of the Corporate Transparency Act and (ii) provide to Lender upon request by Lender any information necessary (a) for Lender to confirm that any such Reporting Company has complied with all reporting and disclosure requirements under the Corporate Transparency Act and (b) to permit Lender to comply with the terms, conditions, regulations and reporting and disclosure requirements of the Corporate Transparency Act in respect of the Loan and the transactions contemplated by this Agreement and the other Loan Documents. Borrower shall promptly deliver to Lender any certification and other evidence reasonably requested from time to time by Lender confirming compliance by Borrower and each other Reporting Company with this Section 5.28.

(e) Borrower hereby consents, on behalf of Borrower and each Reporting Company, to permit FinCEN to disclose the beneficial ownership information of each Reporting Company and any other information disclosed to FinCEN pursuant to the Corporate Transparency Act to Lender in accordance with the terms of the Corporate Transparency Act. Borrower hereby (i) represents and warrants that each Reporting Company has, on behalf of such Reporting Company, provided such a consent in writing, and (ii) covenants and agrees that Borrower shall obtain and deliver to Lender any additional consents and/or documentation from any such Reporting Company necessary to effectuate such a consent from any such Reporting Company as may be required by FinCEN, from time to time, for FinCEN to release to Lender all such beneficial ownership information and other information disclosed to FinCEN pursuant to the Corporate Transparency Act.

(f) Notwithstanding the foregoing, with respect to any direct or indirect constituent of Borrower or Guarantor that is not a U.S. Person, such non-U.S. Person shall not be required to comply with any of the provisions in this Section 5.28 if doing so would constitute a violation of the domiciliary law applicable to such non-U.S. Person, provided, however, that if such non-U.S. Person is not required to comply with the provisions of this Section 5.28, Borrower shall deliver written notice to Lender which written notice shall include, among other things, (i) the identity of such non-U.S. Person, (ii) the justification for such non-U.S. Person’s

non-compliance and (iii) such other written evidence reasonably required by Lender confirming the same.

(g) The representations, warranties, covenants and agreements set forth in this Section 5.28 shall be deemed remade and reaffirmed by Borrower as of each date that Borrower (i) makes a payment to Lender under this Agreement and/or the other Loan Documents or (ii) receives any advance or disbursement of the proceeds of the Loan or any payment from Lender. Borrower shall promptly notify Lender in writing should Borrower become aware of any change in the information set forth in the representations, warranties, covenants and agreements in this Section 5.28 or if any of the representations or warranties in this Section 5.28 become untrue or incomplete in any respect.

5.29 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened in writing against Borrower, Guarantor, or the Property which could, if determined adversely to Borrower, Guarantor, or the Property, be reasonably expected to have a Material Adverse Effect.

5.30 Indemnity. Borrower shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages (other than special, exemplary, punitive or consequential damages, unless such damages are actually paid or payable by Lender to a third party), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable, out-of-pocket fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses) (collectively, “Losses”), that may be imposed on or incurred by any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by any Borrower of its obligations under, or any misrepresentation by any Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of any Borrower, or contained in any documentation approved by any Borrower; (iv) the ownership of any Mortgage, any Property or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about any Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Property; (viii) any failure of any Property to comply with any Legal Requirement; (ix) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving any Property or any part thereof, or any liability asserted against Lender with respect thereto; (x) the claims of any lessee of any portion of any Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; (xi) enforcing or preserving any rights in response to third party claims or the prosecuting or defending of any action

or proceeding or other litigation, in each case against, under or affecting any Borrower, the Loan Documents, any Property, or any other security given for the Loan; (xii) enforcing any wire fraud or similar fraud in connection with the payment or prepayment of any funds to Lender by wire transfer or other means of payment pursuant to this Agreement or the other Loan Documents; and (xiii) investigating, preparing, defending, settling, compromising, responding to, or enforcing or preserving any rights in response to any claim, action, suit, proceeding, investigation, prosecution, subpoena, or request for documents or other evidence under or affecting any Borrower, the Loan Documents, the Property, or any other security given for the Loan, whether or not in connection with an action in which Borrower is the named party; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party. Any amounts payable to any Indemnified Party by reason of the application of this Section 5.30 shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents, including the acquisition of the Property by foreclosure or a conveyance in lieu of foreclosure.

5.31 Wiring Instructions. Borrower shall verbally verify all payment instructions before transmitting any payment or prepayment of funds by wire transfer or other means of payment, including but not limited to any payment on the date hereof. Borrower agrees that the prevention of wire fraud is Borrower’s responsibility and agrees to verbally verify by telephone call to a previously verified telephone and contact for each the wiring instructions for Lender and Servicer and any changes to such wiring instructions, even if the same are attached to this Agreement. Lender and Servicer will not be deemed to have received any payment or deposits sent by wire transfer or other electronic means unless actually received in their respective actual account. Lender and Servicer are not are not responsible or liable for, nor will they be deemed to have received any funds, that are misdirected due to wire fraud or any other fraudulent activity, including, without limitation, the fraudulent manipulation of the wiring instructions by any party.

(a) Borrower shall perform all of the obligations of the Unit Owners under the Condominium Documents.

(b) If and to the extent applicable, Borrower shall promptly pay, when due and payable all charges, dues and assessments imposed on the Unit Owners under the Condominium Documents, including without limitation, any Common Charges. If Borrower shall default in the performance or observance of any material term, covenant or condition of any of the Condominium Documents on the part of Borrower to be performed or observed, then, after the expiration of any applicable notice and cure periods and without limiting the generality of the other provisions of the Mortgage and this Agreement and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Condominium Documents on the part of Borrower, to be performed or observed or to be promptly performed or observed on behalf of Borrower. Lender and any person designated as Lender’s agent by Lender shall have, and are hereby granted, the

right to enter upon the Property at any reasonable time, on reasonable notice and from time to time for the purpose of taking any such action. If Borrower fails to pay the Common Charges before the same are delinquent, Lender may pay the same and such amounts shall be added to the Debt and shall bear interest at the Default Rate until paid. All sums so paid and expended by Lender and the interest thereon shall be secured by the Mortgage.

(c) Without Lender’s prior consent, not to be unreasonably withheld or delayed, Borrower shall not (i) modify, change, supplement, alter, amend in any material respect or terminate any of the Condominium Documents, including establishing or permitting the establishment of a Board of Directors, (ii) waive or release any rights thereunder or (iii) consent to any material increase in its obligations thereunder. Borrower hereby assigns to Lender, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of the Mortgage and this Agreement, all of the rights, privileges and prerogatives of Borrower, to modify, change, supplement, alter, amend or terminate any of the Condominium Documents as provided above and any modification, change, supplement, alteration, amendment or termination of any of the Condominium Documents in violation of the foregoing without the prior consent of Lender shall be void and of no force and effect. Borrower may make any immaterial modification, change, supplement, alteration, or amendment to the Condominium Documents without Lender’s consent unless such an immaterial modification, change, supplement, alteration, amendment could reasonably be expected to (A) adversely affect Borrower or the Property, or Borrower’s business, properties, operations or condition, financial or otherwise, (B) adversely affect the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents or (C) otherwise impair the Lien of the Mortgage.

(d) In each and every case in which, under the provisions of the Condominium Documents, the consent or the vote of the “Unit Owners” or Board of Directors (if established) is required, Borrower shall not vote or give such consent or allow the members on the Board of Directors (if established) appointed by Borrower to vote or give such consent, in any manner that could impair the Lien of any Mortgage or the security therefor without, in each and every case, the prior written consent of Lender.

(e) In the event a Board of Directors is established pursuant to and in accordance with the Condominium Documents and the terms hereof, Borrower shall cause each of the members of the Board of Directors appointed by Borrower to execute and deliver to Lender an undated conditional resignation (a “Conditional Resignation”) of each such member in substantially the same form as Schedule 12 attached hereto, whereby each such member tenders his/her resignation from the Board of Directors and instructs the Board of Directors that the successor members shall be designated by Lender, effective upon written notice from Lender to the Board of Directors that an Event of Default has occurred; it being understood and agreed to that such notice from the Lender shall be conclusive evidence that an Event of Default has occurred and the Board of Directors may rely on such notice from Lender without any further inquiry or investigation. Upon the occurrence of an Event of Default and the acceleration of the Loan, Lender may, by notice to Borrower, tender any Conditional Resignation hereafter delivered in connection with the Loan to the Board of Directors, whereupon the resignation of any such member shall become effective and successor members to the Board of Directors shall be designated by Lender.

(f) If the Board of Directors is established, Borrower will not appoint any members to the Board of Directors, or remove or replace any of the members of the Board of Directors appointed by Borrower, in each case, without the prior consent of Lender, not to be unreasonably withheld or delayed; provided that such consent may be conditioned upon the delivery of a Conditional Resignation by such replacement member.

6.1 Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document (a “Notice”) shall be given in writing and shall be effective for all purposes if either hand delivered with receipt acknowledged, or by a nationally recognized overnight delivery service (such as Federal Express), or by certified or registered United States mail, return receipt requested, postage prepaid or e-mailed (with confirmation of delivery thereof) to the e-mail addresses for Lender to the extent set forth in this Section 6.1 with a subject line identifying the purpose of such Notice and the name of the Property and Borrower (provided that any notice sent by e-mail shall also be simultaneously sent by one other method under this Section 6.1, in each case addressed as follows (or to such other address or Person as a party shall designate from time to time by notice to the other party):

with a copy to: Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, New York 10019-9710
Attention: Stephen Gliatta, Esq.
Email: steve.gliatta@arnoldporter.com

If to Borrower: BSR Midtown Current LLC
c/o Broad Street Realty, Inc.
7250 Woodmont Avenue, Suite 350
Bethesda, MD 20814
Attention: Alexander Topchy
Phone: (301) 828-1226
Email: atopchy@broadstreetrealty.com

with a copy to: c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor

A notice shall be deemed to have been given: (a) in the case of hand delivery, at the time of delivery; (b) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or (c) in the case of overnight delivery, upon the first attempted delivery on a Business Day; or (d) in the case of e-mail, upon confirmation of delivery of such email.

6.2.1 Bookkeeping. Borrower shall keep on a calendar year basis, in accordance with GAAP or tax accounting principles, proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense and any services, Equipment or furnishings provided in connection with the operation of the Property, whether such income or expense is realized by Borrower, Manager or any Affiliate of Borrower. Lender shall have the right from time to time during normal business hours upon forty-eight (48) hours’ notice (except in the event of an emergency or during the continuance of an Event of Default) to examine such books, records and accounts at the office of Borrower or other Person maintaining them, and to make such copies or extracts thereof as Lender shall desire. Borrower shall furnish Lender and its agents convenient facilities for the examination and audit of any such books and records. During the continuance of an Event of Default, Borrower shall pay any costs incurred by Lender to examine such books, records and accounts, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

6.2.2 Annual Reports. Borrower shall furnish to Lender (i) within one hundred twenty (120) days after the close of each fiscal year of Borrower and Guarantor, as the case may be, annual financial statements prepared and certified by an independent certified public accountant acceptable to Lender and containing balance sheets and statements of profit and loss for Borrower and the Property in such detail as Lender may request, and (ii) an annual operating budget presented on a monthly basis consistent with the annual operating statement described above for the Property including cash flow projections for the upcoming one (1) year period and all proposed capital replacements and improvements at least fifteen (15) days prior to the start of each calendar year. In the event any of Borrower or any Guarantor receives or obtains any audited financial statements or Lender hereafter requires Borrower’s and/or Guarantors’ financial statements to be audited by independent certified public accountant reasonably acceptable to Lender, Borrower shall promptly upon receipt, deliver such audited financial statements to Lender.

6.2.3 Quarterly Reports. Borrower shall furnish to Lender within thirty (30) days after the end of each fiscal quarter (i) quarterly certified rent rolls signed and dated by Borrower, detailing the names of all Tenants of the Improvements, the portion of Improvements occupied by each Tenant, the base rent and any other charges payable under each Lease and the term of each Lease, including the expiration date, and any other information as is reasonably required by Lender, and (ii) a quarterly operating statement of the Property and year to date operating statements detailing the total revenues received, total expenses incurred, total cost of all capital improvements, total debt service and total cash flow, to be prepared and certified by Borrower in the form required by Lender, and if available, any quarterly operating statement prepared by an independent certified public accountant. In addition, Borrower shall provide to Lender within thirty (30) days of the end of each calendar quarter, (x) a leasing status report addressing those items more fully described on Schedule 6 and (y) a rent collections report in the form of the monthly rent collections tracker described on Schedule 7 hereto.

(a) Borrower shall furnish to Lender, within twenty (20) days after request, such further detailed information with respect to the operation of the Property and the financial affairs of Borrower or Manager as may be reasonably requested by Lender or any applicable Rating Agency.

(b) Not later than three (3) Business Days following Borrower’s receipt of same, Borrower shall deliver to Lender a complete copy of any financial statement or report delivered to Borrower by or on behalf of the Condo Association.

(c) Borrower shall cause Fortress to deliver to Lender, within one hundred twenty (120) days after the close of each fiscal year of Guarantor, and if otherwise requested in writing by Lender, an AML letter substantially in the form delivered to Lender in connection with the closing of the Loan or otherwise on the standard form used by Fortress.

6.2.5 Annual Budget. Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender by November 30th of each year during the Term, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the “Annual Budget”, and each Annual

Budget approved by Lender is referred to herein as the “Approved Annual Budget”), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrower’s anticipated operating income and operating expenses (on a cash and accrual basis), including any Common Charges Insurance Premiums and any amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved in writing by Lender, such operating expense budget shall be referred to herein as the “Approved Operating Budget”; the Approved Operating Budget in effect as of the date hereof is attached hereto as Schedule 11), and (ii) a Capital Expense budget (if applicable) showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved in writing by Lender, such Capital Expense budget shall be referred to herein as the “Approved Capital Expenses Budget”). Until such time that any Annual Budget has been approved in writing by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

(a) During a Cash Management Period, in the event that Borrower incurs or will incur any operating expense that is not in the Approved Annual Budget but is otherwise an Approved Operating Expense (each an “Additional Operating Expense”), then Borrower shall promptly (but in no event shall Borrower be required to do so more frequently than monthly) deliver to Lender a reasonably detailed explanation of such Additional Operating Expense(s) or, with respect to any such item that is subject to Lender’s approval, such proposed Additional Operating Expense. Any Additional Operating Expense submitted to Lender (and, if required, approved by Lender) in accordance with this Agreement, together with any Emergency Expenditures, is referred to herein as an “Approved Additional Operating Expense”. In no event shall management fees in excess of the Management Fee Cap be paid to Manager as part of the Approved Additional Operating Expense funds distributed to Borrower pursuant to Section 3.2(a)(vi) hereof unless expressly approved in writing by Lender in advance in its sole discretion.

(b) Any funds distributed to Borrower for the payment of Approved Additional Operating Expenses (including any distribution to Borrower pursuant to Section 3.2(a)(vi) hereof) shall be used by Borrower only to pay for Approved Additional Operating Expenses or reimburse Borrower for Approved Additional Operating Expenses, as applicable.

6.2.7 Breach. If Borrower fails to provide to Lender or its designee any of the financial statements, certificates, reports or information (the “Required Records”) required by this Article 6 within thirty (30) days after the date upon which such Required Record is due, Borrower shall pay to Lender, at Lender’s option and in its discretion (and without limiting any other rights or remedies of Lender hereunder), an amount equal to $1,000 for each Required Record that is not delivered; provided Lender has first given Borrower at least fifteen (15) days prior notice of such failure. In addition, thirty (30) days after Borrower’s failure to deliver any Required Records, Lender shall have the option (and without limiting any other rights or remedies of Lender hereunder), upon fifteen (15) days’ notice to Borrower to gain access to Borrower’s books and

records and prepare or have prepared at Borrower’s expense, any Required Records not delivered by Borrower.

7.1.1 Coverage. Borrower, at its sole cost and expense, shall obtain and maintain during the entire Term, or cause the Condo Association to obtain and maintain (in accordance with the terms of the Condominium Documents), the following policies of insurance:

(a) Property insurance insuring against loss or damage customarily included under so called “all risk” or “special form” policies including but not limited to: fire, lightning, windstorm, vandalism, malicious mischief, and subject to clause (j) below, coverage for damage or destruction caused by the acts of “Terrorists” (or such policies shall have no exclusion from coverage with respect thereto) and such other insurable hazards as, under good insurance practices for this loan type, from time to time are insured against for other property and buildings similar to the premises in nature, use, location, height, and type of construction. Each such insurance policy shall (i) be in an amount equal to 100% full replacement cost of the Improvements without deduction for depreciation, (ii) have deductibles no greater than $25,000 or five percent (5%) for catastrophic perils such as wind/hail, Named Storm, and earthquake per occurrence, (iii) be paid annually in advance and (iv) be issued on a replacement cost basis containing either no coinsurance or an agreed amount endorsement waiving any coinsurance provision, and shall cover, without limitation, all tenant improvements and betterments that Borrower is required to insure. Lender shall be named Mortgagee and Lender’s Loss Payable under a Standard Mortgagee Clause, or equivalent.

(c) Liability insurance with no exclusion for terrorism including (i) commercial general liability insurance; (ii) liquor liability insurance, if the Property is a hotel and liquor is sold anywhere on the premises; and (iii) excess liability/umbrella insurance. Such commercial general liability insurance shall provide minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate (with a “per location” aggregate if other locations are covered under the same policy) for each policy year, with a maximum deductible or self-insured retention of $25,000; with at least $5,000,000 in excess liability/umbrella insurance for any and all covered claims. The policies described in this clause (c) shall include coverage for “Personal and Advertising Injury,” “Contractual Liability” (covering, to the maximum extent permitted by law, Borrower’s obligation to indemnify Lender as required under this Agreement and the other Loan Documents), and “Products and Completed Operations.” All liability policies shall name Lender as Additional Insured on a primary and non-contributory basis for ongoing and completed operations (as applicable).

(d) Loss of rents or business income insurance (i) with Lender being named as “Lender Loss Payee”, (ii) in an amount equal to 100% of the estimated gross income (for loss of rents exposures) or the projected lost net profit, continuing expenses and necessary payroll (for business income exposures) for a period of at least twelve (12) months for the initial period of

restoration, plus a six-month Extended Period of Indemnity which provides that after the physical loss to the Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or until the limit for such coverage as required above is exhausted, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period. The amount of such loss of rents or business income insurance shall be increased each year at renewal during the Term, as and when the estimated or actual Rents or business income exposure increases.

(e) Equipment breakdown insurance, formerly known as boiler and machinery insurance, covering all pressure vessels, underground piping, mechanical and electrical equipment against physical damage, as well as any resulting physical damage to the building improvements, including all tenant improvements and betterments and loss of rents or business income that Borrower is required to insure pursuant to the lease, on a replacement cost basis and in an amount acceptable to Lender.

(f) Worker’s compensation coverage for any employees of Borrower, as required by any Legal Requirement.

(g) During any period of restoration, renovation or construction, and if such work is excluded under the property and/or general or excess/umbrella liability insurance policies, builder’s risk or course of construction insurance on a so called completed value basis in an amount equal to not less than 100% of the full replacement cost of the Property, and liability insurance coverage on terms consistent with the coverage requirements set forth in Section 7.1.1(a) and (c) above, in form and substance acceptable to Lender.

(h) Ordinance and law coverage covering the value of the undamaged portion, demolition and debris removal and the increased cost of construction in amounts satisfactory to Lender.

(i) Such other insurance (including but not limited to pollution legal liability insurance, earthquake insurance, mine subsidence insurance,, and windstorm insurance if windstorm insurance is excluded under the “all risk” or “special form” policy) as may from time to time be reasonably required by Lender in order to protect its interests.

(j) Notwithstanding anything in clauses (a) and (d) above to the contrary, Borrower shall be required to obtain and maintain coverage as part of its property insurance Policy against loss or damage by terrorist acts, both foreign and domestic, in an amount equal to 100% of the “Full Replacement Cost” of the Property plus loss of rents and/or business income insurance required in clause (d) above; provided that such coverage is available. There shall also be no exclusion for acts of terrorism under the general liability and excess liability/umbrella Policies. In the event that such coverage with respect to terrorist acts is not included as part of the policies required by clauses (a) and (d) above and/or the general liability and excess liability/umbrella Policies required by clause (c) above, Borrower shall, nevertheless be required to obtain coverage for terrorism (as stand-alone coverage) in an amount equal to 100% of the “Full Replacement Cost” of the Property under clause (a) above, the loss of rents and/or business interruption coverage under clause (d) and general liability and excess liability/umbrella coverage under clause (c) above; provided that such coverage is available. Borrower shall obtain the coverage required under

this clause (j) from a carrier which otherwise satisfies the rating criteria specified in Section 7.1.2 below (a “Qualified Carrier”) or in the event that such coverage is not available from a Qualified Carrier, Borrower shall obtain such coverage from the highest rated insurance company providing such coverage.

7.1.2 Policies. All policies of insurance (collectively, the “Policies”) required pursuant to Section 7.1.1 above shall (i) be issued by companies approved by Lender and authorized to do business in the State, and must have (x) a general policy rating of A.M. Best “A-” or better and a financial class of VIII or better by A.M. Best (so called “Cut-through” endorsements shall not be permitted) and (y) if there are any Securities issued with respect to this Loan which have been assigned a rating by a Rating Agency, a claims paying ability rating by such Rating Agency equal to or greater than the rating of the highest class of the Securities; (ii) name Lender and its successors and/or assigns as their interest may appear as the mortgagee (in the case of property insurance), loss payee (in the case of business interruption/loss of rents coverage) and an additional insured (in the case of liability insurance); (iii) contain (in the case of property insurance) a Non-Contributory Standard New York Mortgagee Clause and a Lender’s Loss Payable Endorsement, or their equivalents, naming Lender as the person to which all payments made by such insurance company shall be paid; (iv) contain a waiver of subrogation in favor of Lender; (v) contain such provisions as Lender deems reasonably necessary or desirable to protect its interest, including (A) endorsements providing that neither Borrower, Lender nor any other party shall be a co-insurer under the Policies, (B) that Lender shall receive at least thirty (30) days’ prior written notice of any modification, reduction or cancellation of the property Policies, and ten (10) days’ in the event of non-payment of premium, and Borrower or its management company as first named insured shall receive at least thirty (30) days’ prior written notice of any modification, reduction or cancellation of liability Policies, and ten (10) days’ in the event of non-payment of premium, and (C) providing that Lender is permitted to make payments to effect the continuation of such policies upon notice of cancellation due to non-payment of premiums; (vi) in the event any insurance policy (except for workers’ compensation insurance) shall contain breach of warranty provisions, such policy shall provide that with respect to the interest of Lender, such insurance policy shall not be invalidated by and shall insure Lender regardless of (A) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (B) the occupancy or use of the premises for purposes more hazardous than permitted by the terms thereof, or (C) any foreclosure or other action or proceeding taken by Lender pursuant to any provision of the Loan Documents; and (vii) be satisfactory in form and substance to Lender and approved by Lender as to amounts, form, risk coverage, deductibles, loss payees and insureds. Borrower shall pay the premiums for such Policies (the “Insurance Premiums”) as the same become due and payable and furnish to Lender evidence of the renewal of each of the Policies together with (unless such Insurance Premiums have been paid by Lender pursuant to Section 3.1 hereof) receipts for or other evidence of the payment of the Insurance Premiums reasonably satisfactory to Lender. If Borrower does not furnish such evidence and receipts at least ten (10) days prior to the expiration of any expiring Policy, then Lender may, but shall not be obligated to, procure such insurance and pay the Insurance Premiums therefor, and Borrower shall reimburse Lender for the cost of such Insurance Premiums promptly on demand, with interest accruing at the Default Rate. Borrower shall deliver to Lender a certified copy of each Policy within ten (10) days after request by Lender. Within thirty (30) days after request by Lender, Borrower shall obtain such increases in the amounts of coverage required hereunder as may be reasonably requested by Lender, taking into consideration changes in the value of money

over time, changes in liability laws, changes in prudent customs and practices, and the like. Lender agrees that the Policies may be in the form of a blanket policy provided that (A) such blanket policy otherwise meets the requirements set forth in this Section 7.1, (B) Lender shall be satisfied by evidence required by Lender that the blanket policy provides the same protection as would a separate Policy insuring only the Property in accordance with the terms of this Agreement and (C) Borrower shall, upon written request of Lender, provide Lender with a complete schedule of locations and values for properties associated with such blanket policy (any such blanket policy that satisfies the foregoing conditions, an “Acceptable Blanket Policy”).

7.1.3 Condominium. If, at any time and from time to time during the Loan, the insurance policies that are required to be maintained by the Condo Association on the Common Elements do not fully comply with the requirements set forth in this Section 7.1 or are not otherwise acceptable to Lender in its sole discretion, then Borrower shall promptly notify Lender in writing and Borrower shall promptly, at its sole cost and expense, either procure and maintain or cause the Condo Association to procure and maintain either (x) “primary” insurance coverage in the event that the Condo Association does not provide the applicable insurance coverage required in this Section 7.1 or (y) “excess and contingent” insurance coverage over and above any other valid and collectible coverage then in existence, in the event that the Condo Association does not have the sufficient insurance coverage required under Section 7.1, as shall be necessary to bring such insurance coverage into full compliance with all of the terms and conditions of this Section 7.1.

7.2.1 Notice; Restoration. If the Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction, and exercise its rights under the Condominium Documents to cause the Condo Association to restore the common elements of the Condominium, as applicable.

7.2.2 Insurance Proceeds. Borrower assigns to Lender all Net Insurance Proceeds which Borrower is entitled to receive in connection with a casualty whether or not such insurance is required under this Agreement. In the event of any Casualty, and provided (1) an Event of Default does not currently exist, and (2) Lender has determined that (i) there has not been an Impairment of the Security, (ii) the Restoration can be accomplished in full compliance with all Legal Requirements to the same condition, character and general utility as nearly as possible to that existing prior to the casualty and at least equal in value as that existing prior to the casualty, and (3) Lender shall be satisfied that the Restoration will be completed in accordance with any requirements under the Condominium Documents, and the Condominium Documents shall at all times during the Restoration and from and after the completion thereof remain in full force and effect, without default by Borrower thereunder, the Net Insurance Proceeds shall be applied to the Restoration in accordance with the terms of Section 7.4 hereof. Lender shall hold and disburse the Net Insurance Proceeds to the Restoration. Upon Borrower’s satisfaction and completion of the Restoration and upon confirmation that there is no Event of Default then existing, Lender shall pay any remaining Net Insurance Proceeds then held by Lender to Borrower. In the event that the

conditions for Restoration set forth in this Section 7.2.2 have not been met, Lender may, at its option, apply the Net Insurance Proceeds to the reduction of the Debt in such order as Lender may determine and Lender may declare the entire Debt immediately due and payable. After payment in full of the Debt, any remaining Net Insurance Proceeds shall be paid to Borrower.

7.3.1 Notice; Restoration. Borrower shall promptly give Lender notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting the Property (a “Condemnation”) and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, regardless of whether an Award is available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to the extent practicable to be of at least equal value and of substantially the same character (and to have the same utility) as prior to such Condemnation.

(a) Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any award or payment in respect of a Condemnation (an “Award”) and to make any compromise, adjustment or settlement in connection with such Condemnation.

(b) Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall disburse such Award in accordance with the terms hereof.

(c) Borrower assigns to Lender all Awards which Borrower is entitled to receive. In the event of any Condemnation, and provided (1) an Event of Default does not currently exist, and (2) Lender has determined that (i) there has not been an Impairment of the Security, (ii) the Restoration of any portion of the Property that has not been taken can be accomplished in full compliance with all Requirements to the same condition, character and general utility as nearly as possible to that existing prior to the taking and at least equal in value as that existing prior to the taking, and (iii) Lender shall be satisfied that the Restoration will be completed in accordance with any requirements under the Condominium Documents, and the Condominium Documents shall at all times during the Restoration and from and after the completion thereof remain in full force and effect, without default by Borrower thereunder, then Borrower shall commence and diligently

pursue to completion the Restoration. Lender shall hold and disburse the Net Condemnation Proceeds to the Restoration.

(d) In the event the Net Condemnation Proceeds are to be used for the Restoration, Borrower shall comply with the requirements for Restoration as set forth in Section 7.4 hereof. Upon Borrower’s satisfaction and completion of the Restoration and upon confirmation that there is no Event of Default then existing, Lender shall pay any remaining Net Condemnation Proceeds then held by Lender to Borrower.

(e) In the event that the conditions for Restoration set forth in this Section 7.3.2 have not been met, Lender may, at its option, apply the Net Condemnation Proceeds to the reduction of the Debt in such order as Lender may determine and Lender may declare the entire Debt immediately due and payable. After payment in full of the Debt, any remaining Net Condemnation Proceeds shall be paid to Borrower.

7.4.1 Application to Restoration. If the Net Insurance Proceeds or Net Condemnation Proceeds are to be used for the Restoration pursuant to Section 7.3 hereof, then the Net Insurance Proceeds or Net Condemnation Proceeds, as the case may be, shall be applied to reimburse Borrower for the cost of restoring, repairing, replacing or rebuilding the Property (the “Restoration”), in the manner set forth herein. Borrower shall commence and diligently prosecute such Restoration. Notwithstanding the foregoing, in no event shall Lender be obligated to apply the Net Insurance Proceeds or Award to reimburse Borrower for the cost of Restoration unless, in addition to satisfaction of the foregoing conditions, both (x) Borrower shall pay (and if required by Lender, Borrower shall deposit with Lender in advance) all costs of such Restoration in excess of the net amount of the Net Insurance Proceeds or the Award made available pursuant to the terms hereof; and (y) Lender shall have received evidence reasonably satisfactory to it that during the period of the Restoration, the Rents will be at least equal to the sum of the operating expenses and Debt Service and other reserve payments required hereunder, as reasonably determined by Lender.

(a) If Borrower is entitled to reimbursement out of the Net Insurance Proceeds or Net Condemnation Proceeds held by Lender in an amount less than $500,000 (the “Casualty Threshold”) and the cost of completing Restoration shall be less than the Casualty Threshold, the Net Insurance Proceeds or Net Condemnation Proceeds shall be disbursed by Lender to Borrower upon receipt, provided that Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence Restoration in accordance with the terms of this Agreement.

(b) If Borrower is entitled to reimbursement out of the Net Insurance Proceeds or Net Condemnation Proceeds held by Lender in an amount equal to or greater than the Casualty Threshold, such Net Insurance Proceeds or Net Condemnation Proceeds shall be disbursed from time to time upon Lender being furnished with (i) evidence satisfactory to Lender of the estimated cost of completion of the Restoration, (ii) a fixed price or guaranteed maximum cost construction contract for Restoration satisfactory to Lender, (iii) prior to the commencement

of Restoration, all immediately available funds in addition to the Net Insurance Proceeds or Net Condemnation Proceeds that in Lender’s judgment are required to complete the proposed Restoration, (iv) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey, permits, approvals, licenses and such other documents and items as Lender may reasonably require and approve in Lender’s discretion, and (v) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. Lender may, at Borrower’s expense, retain a consultant to review and approve all requests for disbursements, which approval shall also be a condition precedent to any disbursement. No payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than the Net Insurance Proceeds or Net Condemnation Proceeds shall be disbursed prior to disbursement of such Net Insurance Proceeds or Net Condemnation Proceeds; and at all times, the undisbursed balance of such Net Insurance Proceeds or Net Condemnation Proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all Liens or claims for Lien.

7.5 Condominium Documents. Notwithstanding anything to the contrary contained in the foregoing Sections 7.2 through 7.4, to the extent the Condominium Documents require that all or any portion of any insurance proceeds or Awards be paid to the Board of Directors and that the Board of Directors hold or otherwise control such insurance proceeds or Awards and complete a Restoration, then the obligations of Borrower to deliver (or cause to be delivered) insurance proceeds or Awards to Lender and to complete such Restoration shall be deemed satisfied provided that: (i) Borrower exercises its rights as Unit Owner (through voting, appointment of members or the Board of Directors and any rights otherwise available to Borrower under the Condominium Documents) to cause the Board of Directors to comply with its obligations regarding the Restoration; (ii) Borrower applies any insurance proceeds or Awards otherwise received by Borrower in accordance with this Article 7 and completes the Restoration of any portions of the Property that the Board of Directors is not required to restore; and (iii) Borrower complies with any requirements applicable to Borrower as Unit Owner under the Condominium Documents in order to enable Lender to obtain all rights to which mortgagees of commercial units in the Condominium are entitled under the Condominium Documents with respect to the insurance proceeds and Awards and other matters described in this Article 7; provided, however, that if the Condominium Documents are hereafter terminated, the provisions of this Section 7.5 shall automatically cease to be of any force or effect.

8.1 Events of Default. An “Event of Default” shall exist with respect to the Loan if any of the following shall occur:

(a) The failure of Borrower to pay any installment of principal, interest or principal and interest, any required escrow deposit or any other sum required to be paid under any Loan Document, whether to Lender or otherwise; provided, however, Borrower shall have a five (5) day grace period following the date when due for all payments that are not due on a Payment Date;

(b) any of the Property Taxes are not paid when due (unless Lender is paying such Property Taxes pursuant to Section 3.1 hereof), subject to Borrower’s right to contest Property Taxes in accordance with Section 5.2 hereof;

(c) the Policies are not kept in full force and effect, or are not delivered to Lender within ten (10) days of Lender’s request;

(d) the occurrence of a Transfer or any Secondary Financing in violation of Sections 5.24 or 5.25(b) hereof;

(e) any certification, representation or warranty made by Borrower or Guarantor herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished by Borrower or Guarantor in connection with any Loan Document, shall be false or misleading in any material respect as of the date the representation or warranty was made;

(f) Borrower or Guarantor shall make an assignment for the benefit of creditors, or shall admit in writing in a legal proceeding to generally not being able to pay its debts as they become due;

(g) a receiver, liquidator or trustee shall be appointed for Borrower or Guarantor; or Borrower or Guarantor shall be adjudicated a bankrupt or insolvent; or any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Guarantor, as the case may be; or any proceeding for the dissolution or liquidation of Borrower or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or Guarantor, as the case may be, only upon the same not being discharged, stayed or dismissed within sixty (60) days;

(h) Borrower breaches any covenant contained in Sections 5.12, 5.14, 5.19 or 5.23 hereof;

(i) except as expressly permitted hereunder, the actual alteration, improvement, demolition or removal of all or any portion of the Improvements without the prior written consent of Lender;

(j) an Event of Default as defined or described elsewhere in this Agreement or in any other Loan Document occurs;

(k) a default occurs under any term, covenant or provision set forth herein or in any other Loan Document which specifically contains a notice requirement or grace period and such notice has been given and such grace period has expired;

(l) Guarantor breaches any of the financial covenants set forth in Section 6 of the Guaranty;

(m) a default beyond all applicable notice and cure periods occurs under any term, covenant or provision set forth in any REA, which default (i) permits a counterparty thereto to file

a lien against the Property, (ii) permits a counterparty thereto to restrict Borrower’s access to any of the property that is subject to such REA and/or (iii) that might have a Material Adverse Effect;

(n) a default shall be continuing under any of the other terms, covenants or conditions of this Agreement or any other Loan Document not otherwise specified in this Section 8.1, for ten (10) days after notice to Borrower (and Guarantor, if applicable) from Lender, in the case of any default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other default; provided, however, that if such non-monetary default is susceptible of cure but cannot reasonably be cured within such thirty (30)-day period, and Borrower (or Guarantor, if applicable) shall have commenced to cure such default within such thirty (30)-day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30)-day period shall be extended for an additional period of time as is reasonably necessary for Borrower (or Guarantor, if applicable) in the exercise of due diligence to cure such default, such additional period not to exceed sixty (60) days; or

(o) Borrower shall fail to pay any charges, fees, assessments or other amounts, including without limitation, the Common Charges, after the expiration of any applicable notice and cure periods set forth in the Condominium Documents (provided, however, if adequate funds are available in the Common Charges Subaccount for such payment, the failure by Lender to allocate such funds to such payments shall not constitute an Event of Default), imposed upon Borrower under the Condominium Documents or by the Board of Directors or Condo Association, or any of the Condominium Documents shall be modified, changed, altered, amended, terminated or supplemented without Lender’s consent except as expressly permitted by this Agreement.

Notwithstanding anything to the contrary contained herein, a Guarantor Event of Default shall not constitute an Event of Default hereunder if, within ten (10) Business Days following such Guarantor Event of Default, an Approved Supplemental Guarantor delivers Supplemental Guaranties and satisfies the Supplemental Guaranty Conditions.

8.2.1 Acceleration. Upon the occurrence of an Event of Default (other than an Event of Default described in paragraph (f) or (g) of Section 8.1 above) and at any time and from time to time thereafter during the continuance of an Event of Default, in addition to any other rights or remedies available to it pursuant to the Loan Documents or at law or in equity, Lender may take such action, without notice or demand (and Borrower hereby expressly waives any such notice or demand), that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Property; including declaring the Debt to be immediately due and payable (including unpaid interest, Default Rate interest, Late Payment Charges, Prepayment Premium and any other amounts owing by Borrower), without notice or demand; and upon any Event of Default described in paragraph (f) or (g) of Section 8.1 above, the Debt (including unpaid interest, Default Rate interest, Late Payment Charges, Prepayment Premium and any other amounts owing by Borrower) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained in any Loan Document to the contrary notwithstanding.

8.2.2 Remedies Cumulative. During the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under the Loan Documents or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared, or be automatically, due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth in the Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing, (i) to the extent permitted by applicable law, Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Property, the Mortgage has been foreclosed, the Property has been sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full. To the extent permitted by applicable law, nothing contained in any Loan Document shall be construed as requiring Lender to resort to any portion of the Property for the satisfaction of any of the Debt in preference or priority to any other portion, and Lender may seek satisfaction out of the entire Property or any part thereof, in its discretion.

(a) During the continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Mortgage in any manner and for any amounts secured by the Mortgage then due and payable as determined by Lender in its sole discretion, including the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of Principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding Principal, Lender may foreclose the Mortgage to recover so much of the Principal as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of the sums secured by the Mortgage and not previously recovered.

(b) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations and priorities of payment and liens as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such severance, Borrower ratifying all that such attorney shall do by virtue thereof.

8.2.4 Delay. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default, or the granting of any indulgence or compromise by Lender shall impair any such remedy, right or power hereunder or be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default shall not be construed to be a waiver of any subsequent Default or Event of Default or to impair any remedy, right or power consequent thereon. Notwithstanding any other provision of this Agreement, Lender reserves the right to seek a deficiency judgment or preserve a deficiency claim in connection with the foreclosure of the Mortgage to the extent necessary to foreclose on all or any portion of the Property, the Rents, the Cash Management System Accounts or any other collateral.

8.2.5 Lender’s Right to Perform. If Borrower fails to perform any covenant or obligation contained herein and such failure shall continue for a period of five (5) Business Days after Borrower’s receipt of written notice thereof from Lender, without in any way limiting Lender’s right to exercise any of its rights, powers or remedies as provided hereunder, or under any of the other Loan Documents, Lender may, but shall have no obligation to, perform, or cause performance of, such covenant or obligation, and all costs, expenses, liabilities, penalties and fines of Lender incurred or paid in connection therewith shall be payable by Borrower to Lender upon demand and if not paid shall be added to the Debt (and to the extent permitted under applicable laws, secured by the Mortgage and other Loan Documents) and shall bear interest thereafter at the Default Rate. Notwithstanding the foregoing, Lender shall have no obligation to send notice to Borrower of any such failure.

9.1 Sale of Mortgage. Subject to Section 9.4 below, Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization, and which may also include the issuance of collateralized debt obligations, collateralized loan obligations and collateralized mortgage obligations (the transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. Lender may forward to each purchaser, transferee, assignee, servicer, participant, or investor in the Loan or in the Securities (collectively, “Loan Investors”) or any prospective Loan Investor or any Rating Agency rating the Securities, all documents and information which Lender now has or may hereafter acquire relating to the Loan, Borrower, any Guarantor and the Property, whether furnished by Borrower, any Guarantor or otherwise, as Lender determines necessary or desirable.

9.2 Cooperation. Subject to Section 9.4 below, Borrower shall cooperate with Lender, prospective Loan Investors, and the Rating Agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or disclose to prospective Loan Investors and the Rating Agencies originals or copies of the Loan

Documents, the Guaranty, if any, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Lender’s possession or which Lender is entitled to receive under the Loan Documents, and the Guaranty, if any, with respect to the Loan, Borrower, any Guarantor or the Property. Borrower shall also furnish to prospective Loan Investors or the Rating Agencies all information reasonably requested by Lender or requested by any prospective Loan Investor or Rating Agency in connection with any sale, transfer or participation interest concerning (a) the Property, (b) the Leases, and (c) the financial condition of Borrower or any Guarantor.

9.3 Severance of Loan. Subject to Section 9.4 below, Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause the Note and the Mortgage to be split into a first and second mortgage loan, (ii) create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iii) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components), (iv) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure) (provided that, while the existing Mezzanine Loan is outstanding, Lender shall not create an additional mezzanine loan), in each such case described in clauses (i) through (iv) above, in whatever proportion and whatever priority Lender determines, and (v) modify the Loan Documents with respect to the newly created Notes or components of the Note or Notes such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan. Notwithstanding the foregoing, no such amendment described above shall (i) modify or amend any material economic term of the Loan, or (ii) materially increase the obligations, or decrease the rights, of Borrower under the Loan Documents; provided, however, in each such instance the outstanding principal balance of all the Notes evidencing the Loan (or components of such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and the weighted average of the interest rates for all such Notes (or components of such Notes) immediately after the effective date of such modification equals the interest rate of the original Note immediately prior to such modification (provided, however, that it is agreed that partial prepayments of principal, (i) resulting from a Casualty/Condemnation Prepayment or (ii) made during the continuance of an Event of Default, may cause the weighted average Interest Rate to change over time due to the non-pro rata allocation of such prepayments between any such separate notes, participations or counterparts). If requested by Lender, Borrower (and Borrower’s constituent members, if applicable, and Guarantor) shall execute within five (5) Business Days after such request, such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. At Lender’s election, each note comprising the Loan may be subject to one or more Securitizations. Lender shall have the right to modify the Note and/or Notes and any components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective.

9.4 Costs and Expenses. Notwithstanding anything to the contrary contained in this Article 9, Borrower shall not be required to incur any material costs or expenses in the performance of its obligations under this Article 9, other than expenses of Borrower’s counsel, accountants and consultants.

10.1 Exculpation. Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest and rights under the Loan Documents, or in the Property, the Rents or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Property, in the Rents and in any other collateral given to Lender. The provisions of this Section 10.1 shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by any Loan Document; (ii) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Mortgage; (iii) affect the validity or enforceability of any of the Loan Documents or any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (iv) impair the right of Lender to obtain the appointment of a receiver; (v) impair the enforcement of the assignment of leases and rents pursuant to the terms of the Mortgage; (vi) constitute a prohibition against Lender to commence any other appropriate action or proceeding in order for Lender to fully realize the security granted by the Mortgage or to exercise its remedies against the Property; or (vii) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any Losses arising out of or in connection with the following (all such liability and obligation of Borrower for any or all of the following being referred to herein as “Borrower’s Recourse Liabilities”):

(a) fraud, willful misconduct, intentional misrepresentation or intentional failure to disclose a material fact by or on behalf of Borrower, Guarantor, any Affiliate of Borrower or Guarantor, or any of their respective agents or representatives acting at the express direction of or with the express knowledge of senior executive personnel of Borrower or Guarantor in connection with the Loan, including by reason of any claim under the Racketeer Influenced and Corrupt Organizations Act (RICO);

(b) the forfeiture by Borrower of the Property, or any portion thereof, because of the conduct or purported conduct of criminal activity by or on behalf of Borrower, Sole Member or Guarantor or any of their respective agents or representatives in connection therewith;

(c) intentional physical waste of the Property or any portion thereof (including the abandonment of the Property), or after an Event of Default the removal or disposal of any portion of the Property;

(d) the failure to pay Common Charges provided Borrower shall not be liable (i) to the extent funds to pay such amounts are available in the Common Charges Subaccount and Lender failed to pay same in violation of this Agreement or (ii) if Gross Income from Operations are insufficient to pay same;

(e) the failure to pay Common Charges Insurance Premiums provided Borrower shall not be liable (i) to the extent funds to pay such amounts are available in the Tax and Insurance Subaccount and Lender failed to pay same in violation of this Agreement or (ii) if Gross Income from Operations are insufficient to pay same;

(f) misappropriation or conversion by Borrower of any Net Insurance Proceeds paid by reason of any Casualty or any Award received in connection with a Condemnation or other sums or payments attributable to the Property (except to the extent that Borrower did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct disbursement of such sums or payments);

(g) misappropriation or conversion by or on behalf of Borrower (including failure to turn over to Lender on demand following an Event of Default) of any gross revenues (including Rents, advance deposits, any other deposits, rents collected in advance, and funds held by Borrower for the benefit of another party);

(h) the failure to pay Property Taxes, provided Borrower shall not be liable (i) to the extent funds to pay such amounts are available in the Tax and Insurance Subaccount, Lender is otherwise obligated to (and has the right to) make such payments, and Lender failed to pay same, or (ii) if Gross Income from Operations are insufficient to pay same;

(i) subject to Borrower’s right to contest in accordance with the Loan Documents, the failure to pay charges for labor or materials or other charges incurred by Borrower that can create Liens on any portion of the Property (provided, there shall be no liability under this clause (i) to the extent caused by (x) a failure to pay charges for labor or materials or other charges due to insufficient Gross Income from Operations having been generated from the Property or (y) if reserve funds held by Lender and specifically allocated for such amount have not been made available to Borrower by Lender to pay such outstanding amounts in violation of this Agreement);

(j) any security deposits (including letters of credit), advance deposits or any other deposits collected by or on behalf of Borrower with respect to the Property which are not delivered to Lender in accordance with the provisions of the Loan Documents;

(k) the failure to obtain and maintain the fully paid for Policies in accordance with Section 7.1.1 hereof, provided Borrower shall not be liable (i) to the extent funds to pay such amounts are available in the Tax and Insurance Subaccount and Lender failed to pay same in violation of this Agreement or (ii) if Gross Income from Operations are insufficient to pay same;

(l) any cost or expense incurred by Lender in connection with the enforcement of its rights and remedies under the Guaranty;

(m) other than as covered by clause (i) of the definition of “Springing Recourse Event” below, an Event of Default described in Section 8.1(d) shall have occurred;

(n) other than as covered by clause (ii) of the definition of “Springing Recourse Event” below, a breach of the representation set forth in Section 4.1(b) hereof or a breach in the covenants set forth in Section 5.12 hereof;

(o) if Guarantor, Borrower or any Affiliate of any of the foregoing, in connection with any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender under or in connection with the Note, the Mortgage or any other Loan Document, seeks a defense, judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with a judicial proceeding any defense against Lender or any right in connection with any security for the Loan (other than good faith defenses or compulsory counterclaims); and/or

(p) any amendment, cancellation, termination or other modification of (or waiver by Borrower of any material term under) the Condominium Documents without Lender’s prior written consent as required by the Mortgage or this Agreement.

Notwithstanding anything to the contrary in this Agreement or any of the Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt in accordance with the Loan Documents, and (B) Lender’s agreement not to pursue personal liability of Borrower as set forth above SHALL BECOME NULL AND VOID and shall be of no further force and effect, and the Debt shall be fully recourse to Borrower in the event that one or more of the following occurs (each, a “Springing Recourse Event”):

(i) an Event of Default described in Section 8.1(d) hereof shall have occurred as a result of (i) a Transfer resulting in a change of Control of Borrower or Sole Member, (ii) a Transfer of the fee interest in the Property, or (iii) a Transfer that is a lease of all or substantially all of the Property or the Improvements;

(ii) a breach of the representation set forth in Section 4.1(b) hereof or a breach in the covenants set forth in Section 5.12 hereof, and in each case, that it is cited as a material factor (or words of similar import) by a court of competent jurisdiction in the substantive consolidation of the assets of Borrower and the assets of another Person;

(iii) Borrower files a voluntary petition under the Bankruptcy Code or files a petition for bankruptcy, reorganization or similar proceeding pursuant to any other Federal or state bankruptcy, insolvency or similar law;

(iv) Borrower is substantively consolidated with any other Person or Mezzanine Borrower is substantively consolidated with any other Person; unless such consolidation was involuntary and not consented to by Borrower, Mezzanine Borrower or Guarantor and is discharged, stayed or dismissed within thirty (30) days following the occurrence of such consolidation;

(v) the filing of an involuntary petition against Borrower under the Bankruptcy Code or an involuntary petition for bankruptcy, reorganization or similar proceeding pursuant to any other Federal or state bankruptcy, insolvency or similar law by

any other Person in which (x) Borrower or any Affiliate, officer, director or representative which, directly or indirectly, Controls Borrower colludes with or otherwise assists such Person, and/or (y) Borrower or any Affiliate, officer, director or representative which, directly or indirectly, Controls Borrower solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower by any Person;

(vi) Borrower or any Affiliate, officer, director or representative which, directly or indirectly, Controls Borrower files an answer consenting to, or otherwise acquiescing in, or joining in, any involuntary petition filed against it by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law;

(vii) Borrower or any Affiliate, officer, director or representative which, directly or indirectly, Controls Borrower consents to, or acquiesces in, or joins in, an application for the appointment of a custodian, receiver, liquidator, trustee or examiner for Borrower or any portion of the Property except if such action is initiated by Lender; and/or

(viii) Borrower makes an assignment for the benefit of creditors or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

10.2 Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the Loan other than Key Bank Real Estate Capital (“Broker”) whose fees shall be paid by Borrower pursuant to a separate agreement. Borrower shall indemnify and hold Lender harmless from and against any and all claims, liabilities, costs and expenses (including attorneys’ fees, whether incurred in connection with enforcing this indemnity or defending claims of third parties) of any kind in any way relating to or arising from a claim by any Person (including Broker) that such Person acted on behalf of Borrower in connection with the transactions contemplated herein. The provisions of this Section 10.2 shall survive the expiration and termination of this Agreement and the repayment of the Debt.

10.3 Retention of Servicer. Lender reserves the right to retain Servicer to act as its agent hereunder with such powers as are specifically delegated to Servicer by Lender, whether pursuant to the terms of this Agreement or otherwise, together with such other powers as are reasonably incidental thereto. Borrower shall pay any reasonable fees and expenses of Servicer (i) in connection with a release of the Property (or any portion thereof), (ii) from and after a transfer of the Loan to any “master servicer” or “special servicer” for any reason, including as a result of a decline in the occupancy level of the Property, (iii) in connection with an assumption or modification of the Loan, (iv) in connection with the enforcement of the Loan Documents or (v) in connection with any other action or approval taken by Servicer hereunder on behalf of Lender (which shall not include ongoing regular servicing fees relating to the day-to-day servicing of the Loan, for which Borrower shall not be charged).

longer period if expressly set forth in this Agreement. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All of Borrower’s covenants and agreements in this Agreement shall inure to the benefit of the respective legal representatives, successors and assigns of Lender.

(a) Whenever pursuant to this Agreement or any other Loan Document, Lender exercises any right given to it to approve or disapprove, or consent or withhold consent, or any arrangement or term is to be satisfactory to Lender or is to be in Lender’s discretion, the decision of Lender to approve or disapprove, to consent or withhold consent, or to decide whether arrangements or terms are satisfactory or not satisfactory, or acceptable or unacceptable or in Lender’s discretion shall (except as is otherwise specifically herein provided) be in the sole and absolute discretion of Lender and shall be final and conclusive. Additionally, whenever in this Agreement or any other Loan Document, Lender exercises any right given to it to approve or disapprove, or consent or withhold consent, or any arrangement or term is to be satisfactory to Lender in Lender’s reasonable discretion, or Lender agrees to not withhold, condition or delay its consent, the decision of Lender to approve or disapprove, to consent, condition, delay or withhold consent, or to decide whether arrangements or terms are satisfactory or not satisfactory, or acceptable or unacceptable or in Lender’s discretion shall (except as is otherwise specifically herein provided) be in the sole and absolute discretion of Lender while an Event of Default is continuing unless otherwise specifically herein provided.

(b) Prior to a Securitization, if Lender does not have a separate and independent approval right with respect to the matter in question, then the term Rating Agency Confirmation shall be deemed instead to require the prior written consent of Lender.

(a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED ACCORDING TO, THE LAW OF THE STATE, COMMONWEALTH OR DISTRICT, AS APPLICABLE, IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH

STATE, COMMONWEALTH OR DISTRICT, AS APPLICABLE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND THE DEBT. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO § 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW YORK COUNTY, NEW YORK AND BORROWER WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER HEREBY DESIGNATES AND APPOINTS:

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREE THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. NOTWITHSTANDING THE FOREGOING, LENDER SHALL HAVE THE RIGHT TO INSTITUTE ANY LEGAL SUIT, ACTION OR PROCEEDING FOR THE ENFORCEMENT OR FORECLOSURE OF ANY LIEN ON ANY SECURED COLLATERAL FOR THE LOAN IN ANY FEDERAL OR STATE COURT IN ANY JURISDICTION(S) THAT LENDER MAY ELECT IN ITS SOLE AND ABSOLUTE DISCRETION, AND BORROWER WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.

10.7 Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party or parties against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on, Borrower shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances. Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under any other Loan Document, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under any Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under the Loan Documents, or to declare an Event of Default for failure to effect prompt payment of any such other amount.

10.8 Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EITHER PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OTHER.

10.9 Headings/Schedules. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Schedules attached hereto are hereby incorporated by reference as a part of this Agreement with the same force and effect as if set forth in the body hereof.

10.10 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10.11 Preferences. Upon the occurrence and continuance of an Event of Default, Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the Debt. To the extent Borrower makes a payment to Lender, or Lender receives proceeds of any collateral, which is in whole or part subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause,

then, to the extent of such payment or proceeds received, the Debt or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender. This provision shall survive the expiration or termination of this Agreement and the repayment of the Debt.

10.12 Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or any other Loan Document specifically and expressly requires the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which no Loan Document specifically and expressly requires the giving of notice by Lender to Borrower.

10.13 Remedies of Borrower. If a claim or adjudication is made that Lender or any of its agents, including Servicer, has acted unreasonably or unreasonably delayed acting in any case where by law or under any Loan Document, Lender or any such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents, including Servicer, shall be liable for any monetary damages in respect of such claim, and Borrower’s sole remedy with respect to such claim shall be to commence an action seeking injunctive relief or declaratory judgment (in addition to other defenses to the extent expressly permitted hereunder) unless Lender’s actions are arbitrary and capricious (as finally determined by a court of competent jurisdiction). Any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment (in addition to other defenses to the extent expressly permitted hereunder). Borrower specifically waives any claim against Lender and its agents, including Servicer, with respect to actions taken by Lender or its agents on Borrower’s behalf in accordance with the rights granted to Lender in the Loan Documents, except to the extent of any Person’s gross negligence or willful misconduct. Additionally, and without limiting any of the other provisions contained herein, Borrower hereby unconditionally and irrevocably waives, to the maximum extent permitted by applicable law, any rights it may have to claim or recover against Lender in any legal action or proceeding any special, exemplary, punitive or consequential damages.

10.14 Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements, understandings and negotiations among or between such parties, whether oral or written, are superseded by the terms of this Agreement and the other Loan Documents.

10.15 Offsets, Counterclaims and Defenses. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Loan Documents. Any assignee of Lender’s interest in and to the Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which Borrower may otherwise have against any assignor of such documents, and no such offset, counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any

such offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

10.16 Publicity. All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public, which refers to the Loan Documents, the Loan, Lender or any of Lender’s Affiliates, a loan purchaser, Servicer or the trustee in a Secondary Market Transaction, shall be subject to the prior written approval of Lender. Lender shall have the right to issue any of the foregoing without Borrower’s approval; provided, however, all news releases, publicity or advertising by Lender or its Affiliates through any media intended to reach the general public which refers to Fortress shall be subject to the prior written approval of Borrower. Notwithstanding the foregoing, public filings that Guarantor is required by applicable law to file shall not be considered to violate this Section 10.16 or require the consent of Lender.

10.17 No Usury. Borrower and Lender intend at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under state law) and that this Section 10.17 shall control every other agreement in the Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under the Note or any other Loan Document, or contracted for, charged, taken, reserved or received with respect to the Debt, or if Lender’s exercise of the option to accelerate the maturity of the Loan or any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Borrower’s and Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited against the Principal and all other Debt (or, if the Debt has been or would thereby be paid in full, refunded to Borrower), and the provisions of the Loan Documents immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Debt does not exceed the maximum lawful rate from time to time in effect and applicable to the Debt for so long as the Debt is outstanding. Notwithstanding anything to the contrary contained in any Loan Document, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

10.18 Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that each is represented by separate counsel in connection with the negotiation, drafting, execution and delivery of the Loan Documents and that the Loan Documents shall not be subject to the principle of construing their meaning against the party that drafted them. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan, without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the

ownership by it or any parent, subsidiary or affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

(a) Borrower and Lender intend that the relationships created under the Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Property other than that of mortgagee, beneficiary or lender.

(b) The Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in any Loan Document shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained therein.

10.20 Prepayment Premium. Borrower acknowledges and agrees that (a) Lender is making the Loan in consideration of the receipt by Lender of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of Principal become due and owing to Lender on or prior to the Permitted Prepayment Date (including any payments due under the Guaranty, to the extent applicable), for any reason whatsoever, whether voluntary or involuntary, including as a result of any acceleration of the Loan pursuant to the terms of this Agreement, by operation of law or otherwise or after an Event of Default, Lender will not receive all such interest and other benefits and may, in addition, incur costs. For these reasons, and to induce Lender to make the Loan, Borrower agrees that, except as expressly provided in Section 2.3.2 or Article 7 hereof, during the continuance of an Event of Default and/or at any time from and after the acceleration of the Debt by the terms of this Agreement, operation of law or otherwise, any payments of Principal and accrued interest and other sums due under the Loan Documents, shall include the Prepayment Premium applicable to such Principal; provided, however, that the foregoing shall not be deemed to imply that the Loan may be voluntarily prepaid in any manner or under any circumstance other than as expressly set forth in this Agreement. Such Prepayment Premium shall be required together with such repayment of Principal whether payment is made by Borrower, by Guarantor (if applicable pursuant to the terms of the Guaranty) or by any other Person on behalf of Borrower or Guarantor, or by the purchaser at any foreclosure sale, and may be included in any bid by Lender at such sale. Borrower further acknowledges that (A) it is a knowledgeable real estate developer and/or investor; (B) it fully understands the effect of the provisions of this Section 10.20, as well as the other provisions of the Loan Documents; (C) the making of the Loan by Lender at the Interest Rate and other terms set forth in the Loan Documents are sufficient consideration for Borrower’s obligation to pay a Prepayment Premium (if required); and (D) Lender would not make the Loan on the terms set forth herein without the inclusion of such provisions. Borrower also acknowledges that the provisions of this Agreement limiting the right of prepayment and providing for the payment of the Prepayment Premium and other charges specified herein were independently negotiated and bargained for, and constitute a specific

material part of the consideration given by Borrower to Lender for the making of the Loan except as expressly permitted hereunder.

(a) In addition to any other rights of Lender hereunder, the Loan, the Note, the Loan Documents and/or Lender’s rights, title, obligations and interests therein may be sold, assigned, participated or otherwise transferred by Lender and any of its successors and assigns to any Person at any time in its sole and absolute discretion, in whole or in part, whether by operation of law (pursuant to a merger or other successor in interest) or otherwise without notice to or consent from Borrower or any other Person. Upon such assignment, all references to Lender in this Agreement and in any Loan Document shall be deemed to refer to such assignee or successor in interest and such assignee or successor in interest shall thereafter stand in the place of Lender in all respects. Except as expressly permitted herein, Borrower may not assign its rights, title, interests or obligations under this Agreement or under any of the Loan Documents.

(b) If Lender sells a participation interest in the Loan, Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(c) Lender or its designee, acting for this purpose solely as a non-fiduciary agent of Borrower, shall maintain a register for the recordation of the names and addresses of each Lender, and the commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and each Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

10.22 Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s members or partners, as applicable, and others with interests in Borrower, and of the Property, and shall not assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Property for the collection of the Debt without any prior or

different resort for collection, or of the right of Lender to the payment of the Debt out of the net proceeds of the Property in preference to every other claimant whatsoever.

10.23 Joint and Several Liability. If more than one Person has executed this Agreement as “Borrower,” the representations, covenants, warranties and obligations of all such Persons hereunder shall be joint and several.

10.24 Set-Off. In addition to any rights and remedies of Lender provided by this Agreement and by law, Lender shall have the right in its sole discretion, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Lender or any Affiliate thereof to or for the credit or the account of Borrower. Lender agrees promptly to notify Borrower after any such set-off and application made by Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

10.25 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Documents executed, scanned (in .PDF or similar reprographic format), and/or executed electronically using electronic signature software in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law (collectively, the “E-Signature Laws”) (each a method of “Electronic Execution”) and transmitted electronically shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such Electronic Execution having the same legal and binding effect as original signatures. Any document accepted, executed or agreed to in conformity with such E-Signature Laws will be binding on all parties as if the same were physically executed. Therefore, the Parties (a) consent to the Electronic Execution of this Agreement and the use of electronic signatures, (b) intend to be bound by the signatures on any document delivered via Electronic Execution, (c) are aware that the other party will rely on such Electronic Execution and (d) waive any defenses to the enforcement of the terms of this Agreement based on an Electronic Execution of this Agreement.

10.26 Negation of Implied Right to Cure Events of Default. Notwithstanding anything contained in this Agreement or any of the other Loan Documents providing that certain rights, remedies or privileges are only available to Lender during the “continuance” of an Event of Default (or words of similar import), Borrower expressly acknowledges and agrees that it does not have the right to cure an Event of Default once the same has occurred under this Agreement or any other Loan Document and Lender has delivered Borrower written notice of such Event of Default, in each case without the consent of Lender, which consent may be withheld, delayed or denied by Lender in its sole and absolute discretion.

10.27 Other Business Activities. Borrower acknowledges that (a) Lender is an Affiliate of The Blackstone Group L.P., each of which have interests in a variety of investment vehicles and

portfolio companies, some of whom may have business relationships with Borrower or its Affiliates, (b) none of the provisions of this Agreement shall in any way limit the activities of The Blackstone Group L.P. and its Affiliates, investment vehicles or portfolio companies who are not parties to this Agreement (collectively, the “Other Entities”), and (c) the business activities of the Other Entities shall not affect Borrower’s obligations and liabilities hereunder.

10.28 Certain Payments From Mezzanine Lender. Lender has advised Borrower that, pursuant to the Intercreditor Agreement, Mezzanine Lender may be required in certain circumstances to turn over to Lender certain payments received by Mezzanine Lender from Mezzanine Borrower or from Guarantor. If Mezzanine Lender turns over any such payments to Lender, then, (a) upon notice to Borrower of any such turn over and the amount thereof, the amount of such payments shall be deemed to have been contributed as a capital contribution from Mezzanine Borrower to Borrower and then paid by Borrower to Lender on account of the Loan, and (b) Lender shall apply such amount as an optional prepayment in accordance with the Section 2.3.3 hereof.

10.29 Lead Lender. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, if at any time there are multiple Lenders hereunder, such Lenders shall deliver a written notice to Borrower designating one lender as the “Lead Lender” (such Lender, at all times thereafter and until resignation or replacement of such Lender by written notice to Borrower, the “Lead Lender”). As of the date hereof, the initial Lead Lender is American General Life Insurance Company, and such initial Lead Lender (or one of its Affiliates) shall continue to be the “Lead Lender” hereunder; provided that the foregoing restriction shall not apply after the earlier to occur of (a) such initial Lead Lender (or one of its Affiliates) no longer holding any portion of the Loan, and (b) the occurrence of any Event of Default. Each Lender hereby appoints Lead Lender to serve as non-fiduciary administrative agent and collateral agent for all Lenders and hereby agrees that Lead Lender shall be the sole party authorized to grant or withhold consents or approvals hereunder on behalf of the Lenders (subject, in each case, to appointment of a servicer to receive such notices, requests and other communications and/or to grant or withhold consents or approvals, as the case may be). No Lender shall have any liabilities or responsibilities to Borrower on account of the failure of any other Lender to perform its obligations hereunder or to any Lender on account of the failure of Borrower to perform its obligations hereunder or under any other Loan Document. Borrower hereby acknowledges and agrees that any one or more co-lender agreements may at any time be entered into between the Lenders (each, a “Co-Lender Agreement”) pursuant to which, among other things, Lenders shall agree upon rights of Lenders as among themselves and the manner in which Lead Lender shall administer the Loan. Any Co-Lender Agreement will be solely for the benefit of the Lenders, and neither Borrower nor Guarantor nor any other Person shall be a third party beneficiary of any of the provisions therein, or have any rights thereunder or be entitled to rely on any of the provisions contained therein. None of Borrower or Guarantor or any Affiliate of Borrower or Guarantor shall have the right to acquire a portion of the Loan or any mezzanine loan created pursuant to Section 9.3 hereof, and, in furtherance thereof, any Co-Lender Agreement, intercreditor agreement, or other agreement by and among Lenders and/or holders of the Loan and/or any mezzanine loan may restrict such Person’s rights with respect to the Loan and/or any mezzanine loan (including restricting their decision-making and voting rights). No Lender shall have any obligation to disclose to Borrower or Guarantor or any of their respective Affiliates the contents of any Co-Lender Agreement. Borrower and Guarantors obligations under the Loan

Documents are and will be independent of any Co-Lender Agreement and shall remain unmodified by the provisions thereof (although Borrower acknowledges that with respect to certain approvals, calculations and other decisions hereunder, any Co-Lender Agreement may require Lead Lender to consult with or receive the approval of one or more Lenders prior to providing its own approval or determination regarding the same).

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

Schedule 1 Organizational Chart of Borrower
Schedule 2 Exceptions to Representations and Warranties
Schedule 3 Rent Roll
Schedule 4 Reserved

MEZZANINE LOAN AGREEMENT dated as of November 22, 2022 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between BSR MIDTOWN CURRENT PARENT LLC, a Delaware limited liability company (together with its permitted successors and/or assigns, “Borrower”), and CF FLYER MEZZ LENDER LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”).

American General Life Insurance Company and The Variable Annuity Life Insurance Company, as lenders (collectively, “Mortgage Lender”) have made a mortgage loan (the “Mortgage Loan”) to BSR Midtown Current LLC, a Delaware limited liability company (“Mortgage Borrower”), pursuant to that certain Loan Agreement, dated as of the date hereof, by and among Mortgage Borrower and Mortgage Lender (as amended, supplemented or otherwise modified from time to time, the “Mortgage Loan Agreement”), which Mortgage Loan is secured by, among other things, the lien and security interest created by the Mortgage (as defined in the Mortgage Loan Agreement), on, among other things, the real property and other collateral as more fully described in the Mortgage;

Borrower is the legal and beneficial owner of the issued and outstanding limited liability company interests in Mortgage Borrower;

As a condition precedent to the obligation of Lender to make the Loan to Borrower, Borrower has entered into that certain Pledge and Security Agreement dated as of the date hereof, in favor of Lender (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower has granted to Lender a first priority security interest in the Collateral (as hereinafter defined) as collateral security for the Debt (as hereinafter defined).

Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (defined below).

In consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

1.1 Specific Definitions. The following terms have the meanings set forth below:

or held by such Person; or (iv) which is the spouse, issue or parent of such Person, or which is a trust or estate, the beneficial owners of which are the spouse, issue or parent of such Person; or (v) which directly or indirectly is a general partner, controlling shareholder, managing member, officer, director, trustee or employee of such Person.

“Affiliate Agreement” shall mean each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvements of the Property, including management agreements, if the other party to the contract or agreement is an Affiliate of Mortgage Borrower or Guarantor.

“Approved Supplemental Guarantor” shall mean a Person or Persons (but not more than two Persons) that is (i) either (x) are FCOF V Expansion ULMA-C Investments LLC, a Delaware limited liability company (“FCOF”) and Drawbridge Special Opportunities Fund, L.P., a Delaware limited partnership (“Drawbridge”, and together with FCOF, each, an “Approved Fortress Guarantor”) and collectively, the “Approved Fortress Guarantors”), collectively, on a several basis limiting the respective liability of each such Approved Fortress Guarantor to their respective “Pro Rata Portion” (as defined on Schedule 14 hereto) of the aggregate liability of the Approved Fortress Guarantors or (y) is acceptable to Lender in its reasonable discretion, and (ii) satisfies in Lender’s reasonable discretion (other than with respect to clause (c) below which shall be satisfied in Lender’s sole discretion) each of the following conditions: (a) each such Person and any Person that Controls each such Person (1) has never been indicted or convicted of any felony (or convicted of any crime involving moral turpitude), (2) is not a Prohibited Person, (3) has not, within the immediately preceding seven (7) year period, been the subject of a Bankruptcy Proceeding or sought relief under the Bankruptcy Code (other than an involuntary bankruptcy which was discharged), (4) has no material outstanding judgments against them which could reasonably be expected to cause them not to be able to satisfy the Guarantor Financial Covenants, (5) would not cause Lender or any of its Affiliates to be in violation of any applicable Legal Requirements, and (6) has not displayed a pattern of engaging in repeated litigations during the past seven (7) years pursuant to which Lender or any of its Affiliates was the opposing party; (b) each such Person has provided evidence reasonably satisfactory to Lender that such Person satisfies (and would reasonably be expected to continue to satisfy throughout the term of the Loan) the Guarantor Financial Covenants; (c) each such Person satisfies Lender’s reasonable and customary search requirements, “know your customer” and OFAC requirements and other customary compliance procedures) (including litigation, judgment and bankruptcy searches, with the results thereof reasonably acceptable to Lender and disclosing no material concerns); (d) each such Person and any Person that Controls such Person has not during the past seven (7) years defaulted (beyond all applicable notice and cure periods) under its obligations with respect to any customary non-recourse carveout guaranty (or any other guaranty customarily given in connection with commercial real estate loans) as determined by a judgment of a court of competent jurisdiction (unless such judgment was overturned by a judgment of a court of competent jurisdiction prior to the applicable date of determination of satisfaction of the conditions set forth in this definition); (e) if any such Person is limited liability company, limited partnership, corporation or other entity, then such Person shall have delivered to Lender a certification attaching the applicable organizational documents and resolutions authorizing the execution and delivery of the Supplemental Guaranties (each in form and substance reasonably acceptable to Lender), together with a true and correct organizational chart of such Person, an applicable certified certificate of formation or incorporation and a good standing certificate from the applicable jurisdiction of

formation or incorporation; (f) each such Person shall have delivered to Lender customary legal opinions for the Supplemental Guaranties from legal counsel and in form and substance reasonably satisfactory to Lender and consistent with the scope of the legal opinions delivered in connection with the Original Guaranties; and (g) each such Person shall own not less than ten percent (10%) of the direct or indirect interests in the Borrower; provided, however, clauses (a)(1), (a)(3), (a)(4), (a)(6), (c) and (d) above shall not apply to the Approved Fortress Guarantors; provided, further, however, that if the Approved Supplemental Guarantors are the Approved Fortress Guarantors, (x) the definitions in the Supplemental Guaranties delivered by the Approved Fortress Guarantors relating to the assets to be included in the calculation of “Net Worth” and “Liquid Assets” shall be modified to include credit for “Qualifying Capital Commitments” (as defined on Schedule 14 hereto), (y) the financial reporting requirements under the Supplemental Guaranties delivered by the Approved Fortress Guarantors shall be consistent with those set forth on Schedule 14 hereto, and (z) each Approved Fortress Guarantor shall satisfy the requirements set forth in clause (b) above on its own.

“Board of Directors” shall mean, from and after the date established pursuant to the Condominium Documents, the Board of Directors of the Condo Association.

“Borrower Control Person” shall mean, individually or collectively, as the context may require, (i) Borrower, (ii) Mortgage Borrower, (iii) Guarantor, and/or (iv) any other Person that Controls any of the Persons set forth in the preceding clauses (i), (ii) and/or (iii).

“Borrower Owner Person” shall mean, individually or collectively, as the context may require, (i) Borrower, (ii) Mortgage Borrower, (iii) Guarantor, (iv) any Person that is a Borrower Control Person, and/or (iv) any other Person that owns, directly or indirectly, through one or more intermediaries, any interest in any Person described in the preceding clause (i), (ii), (iii) or (iv), or if the Person described in the preceding clause (i), (ii), (iii) or (iv) is a trust, any trustee or any beneficiary of such trust.

“Broad Street Guarantor” shall mean Broad Street Realty, Inc., a Delaware corporation.

“Business Day” shall mean any day other than a Saturday, Sunday or any day on which commercial banks in New York, New York are authorized or required to close.

“Bylaws” shall mean the Bylaws of The Unit Owners’ Association of Midtown Row Commercial Condominium (Commonwealth of Virginia).

“Calculation Date” shall mean the last day of each calendar quarter during the Term.

“Capital Expenses” shall mean expenses that are capital in nature or required under GAAP to be capitalized.

“Capitalized Interest” means, with respect to each Interest Period, the portion of each Monthly Interest Payment Amount set forth in the definition of “Interest Rate” that will be capitalized and added to Principal amount of the Loan.

“Cash Management Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Cash Management Period” shall have the meaning set forth in the Mortgage Loan Agreement.

“Common Elements” shall have the meaning given such term in the Condominium Documents.

“Company” shall mean Broad Street Eagles JV LLC, a Delaware limited liability company.

“Condo Association” shall mean the Unit Owners’ Association as further described in the Declaration and Bylaws.

“Control” means, with respect to any Person, either (i) ownership, directly or indirectly, of greater than fifty percent (50%) of the ownership interests in such Person or (ii) the

possession, directly or indirectly through one or more intermediaries, of the power to direct (or cause the direction of) the management, activities and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, subject only to customary major decision rights. Notwithstanding the foregoing, for purposes of Section 5.24, 5.28 and the definition of “Prohibited Person”, and for purposes of the organizational certificate of Borrower, the term “Control” shall mean, with respect to any Person, the possession, directly or indirectly through one or more intermediaries, of the power to direct (or cause the direction of) the management, activities and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, subject only to customary major decision rights. This definition is to be construed to apply equally to variations of the word “Control” including “Controlled”, “Controlling” or “Controlled by”.

“Control and Ownership Requirements” shall mean: (a) Key Principal Controls Borrower and Mortgage Borrower, (b) Fortress Funds own (in the aggregate) more than fifty percent (50%) of the direct or indirect interests in Investor, (c) Fortress continues to, directly or indirectly, Control Investor and each of the Fortress Funds, (d) Guarantor continues to own the same percentage of the direct or indirect interests in Borrower and Mortgage Borrower as it owned immediately prior to such Transfer, and (e) in the event an Approved Supplemental Guarantor has executed the Supplemental Guaranties and the Supplemental Guaranty Conditions have been satisfied, such Approved Supplemental Guarantor owns not less than ten percent (10%) of the direct or indirect interests in Borrower and Mortgage Borrower (or if the Approved Supplemental Guarantor is the Approved Fortress Guarantors, the Approved Fortress Guarantors own not less than ten percent (10%) of the direct or indirect interests in Investor).

“Current Interest” means, with respect to each Interest Period, the portion of each Monthly Interest Payment Amount set forth in the definition of “Interest Rate” that is required to be paid to Lender in Federal or other funds immediately available in New York City on the applicable Payment Date.

“Debt” shall mean the Principal, all interest accrued and unpaid thereon, and any applicable Prepayment Premium, all transaction costs, all late fees and all other sums due to Lender in respect of the Loan or under any Loan Document.

“Debt Service” shall mean, with respect to any particular period, scheduled Principal and interest payments due under the Note in such period.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, with the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (i) four percent (4%) above the Interest Rate, compounded monthly or (ii) the maximum rate permitted by applicable law.

“Eligible Institution” shall have the meaning set forth in the Mortgage Loan Agreement.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31st during each year of the Term.

“Fortress” shall mean Fortress Investment Group LLC, a Delaware limited liability company.

“Fortress Funds” shall mean, individually and collectively, as applicable, (i) FCO MA Centre Street II EXP (ER) LP, a Delaware limited partnership, (ii) FCO MA Centre Street II EXP (P) LP, a Delaware limited partnership, (iii) FCO MA Centre Street II EXP (TR) LP, a Delaware limited partnership, (iv) FCO MA V UB Securities, a Delaware limited liability company, (v) FCO MA V L.P., a Cayman Islands exempted limited partnership, (vi) Fortress Credit Opportunities Fund V Expansion MA-CRPTF LP, a Delaware limited partnership, (vii) Sup FCO MA III Exp Investments LLC, a Delaware limited liability company, (viii) Super FCO MA III L.P., a Cayman Islands exempted limited partnership, (ix) Drawbridge, (x) FCOF V Expansion USTMA-C LLC, a Delaware limited liability company, (xi) Fortress Credit Opportunities Fund V Expansion (H) L.P., a Cayman Islands exempted limited partnership, (xii) FCOF V Expansion CDFG MA-C Investments LLC (Flyer Series), a Delaware limited liability company, (xiii) FCOF V Expansion B Investments LLC, a Delaware limited liability company, (xiv) Fortress Credit Opportunities Fund V Expansion (B) LP, a Delaware limited partnership, (xv) Fortress Credit Opportunities Fund V Expansion (E) LP, a Delaware limited partnership, (xvi) Fortress Credit Opportunities Fund V Expansion (A) LP, a Delaware limited partnership, (xvii) Fortress Credit Opportunities Fund V Expansion (C) L.P., a Cayman Islands exempted limited partnership, (xviii) Fortress Credit Opportunities Fund V Expansion (D) L.P., a Cayman Islands exempted limited partnership, (xix) Fortress Credit Opportunities Fund V Expansion (F) LP, a Delaware limited partnership, (xx) Fortress Credit Opportunities Fund V Expansion (G) L.P., a Cayman Islands

exempted limited partnership, (xxi) Fortress Credit Opportunities Fund V Expansion MA-C L.P., a Cayman Islands exempted limited partnership.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Gross Income from Operations” shall have the meaning set forth in the Mortgage Loan Agreement.

“Guarantor Financial Covenants” shall mean the financial covenants set forth in Section 6 of the Guaranty.

“Guarantor Event of Default” shall mean an Event of Default under clauses (e), (f), (g) or (l) of Section 8.1 relating to Guarantor.

“Guaranty” shall mean, collectively, the Non-Recourse Guaranty and/or any Supplemental Guaranty, if any.

(i) commencing on the Closing Date and continuing through the first anniversary of the Closing Date, twelve percent (12.0%) per annum, consisting of five percent (5.0%) Current Interest and seven percent (7.0%) Capitalized Interest;

(ii) commencing on the first anniversary of the Closing Date and continuing through the second anniversary of the Closing Date, thirteen percent (13.0%) per annum, consisting of five percent (5.0%) Current Interest and eight percent (8.0%) Capitalized Interest;

(iii) commencing on the second anniversary of the Closing Date and continuing through the third anniversary of the Closing Date, fourteen percent (14.0%) per

annum, consisting of five percent (5.0%) Current Interest and nine percent (9.0%) Capitalized Interest;

(iv) commencing on the third anniversary of the Closing Date and continuing through the fourth anniversary of the Closing Date, fifteen percent (15.0%) per annum, consisting of five percent (5.0%) Current Interest and ten percent (10.0%) Capitalized Interest;

(v) commencing on the fourth anniversary of the Closing Date and continuing through the fifth anniversary of the Closing Date, sixteen percent (16.0%) per annum, consisting of five percent (5.0%) Current Interest and eleven percent (11.0%) Capitalized Interest; or

(vi) when applicable pursuant to this Agreement or any other Loan Document, the Default Rate).

“Investor” shall mean CF Flyer PE Investor LLC, a Delaware limited liability company.

“JV Agreement” shall mean that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Effective Date.

“Key Principal” shall mean (i) Broad Street Realty, Inc, a Delaware corporation, or (ii) from and after a Management Takeover Event effected in accordance with the terms hereof, Fortress.

“Lease Guaranty” shall mean every guarantee of any obligation under any Lease, including all modifications and amendments to such guaranties.

“Lease Termination Payments” shall have the meaning set forth in the Mortgage Loan Agreement.

protection, wetlands and building laws and the Americans with Disabilities Act of 1990, Pub. L. No. 89-670, 104 Stat. 327 (1990), as amended, and all regulations promulgated pursuant thereto) affecting Borrower, Mortgage Borrower, any Loan Document, all or part of the Collateral or all or part of the Property or the construction, ownership, use, alteration, administration or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instrument, either of record or known to Borrower, Mortgage Borrower at any time in force affecting all or part of the Collateral or Property.

“Lien” shall mean any mortgage, deed of trust, deed to secure debt, lien (statutory or otherwise), pledge, hypothecation, easement, restrictive covenant, preference, assignment, security interest, PACE Loan or any other encumbrance, charge or transfer of, or any agreement to enter into or create any of the foregoing, on or affecting all or any part of the Property or Collateral or any interest therein, or any direct or indirect interest in Borrower or Mortgage Borrower, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Liquidation Event” shall mean of (i) any Casualty to all or any portion of a Property, (ii) any Condemnation of all or any portion of a Property, (iii) a Transfer of all or any portion of a Property in connection with, or as a result of, a foreclosure proceeding, (iv) any refinancing of a Property or the Mortgage Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect.

“Loan Documents” shall mean this Agreement and all other documents, agreements and instruments now or hereafter evidencing, securing or delivered to Lender in connection with the Loan, including the following, each of which is dated as of the date hereof: (i) Note, (ii) the Pledge Agreement, (iii) the Mezzanine Guaranty made by Guarantor (the “Non-Recourse Guaranty”), (iv) the Mezzanine Environmental Indemnity Agreement from Borrower to Lender (the “Environmental Indemnity”), (v) the Subordination of Management Agreement (Retail) among Borrower, Lender and Retail Manager (the “Subordination of Retail Manager”), (vi) the Subordination of Management Agreement (Residential) among Borrower, Lender and Residential Manager (the “Subordination of Residential Manager”, and together with the Consent and Subordination of Retail Manager, individually or collectively, as the context may require, the “Consent and Subordination of Manager”); as each of the foregoing may be (and each of the foregoing defined terms shall refer to such documents as they may be) amended, restated, replaced, severed, split, supplemented or otherwise modified from time to time (including pursuant to Section 9.3 hereof).

“Management Agreement” shall mean, individually or collectively, as the context may require, (i) the management agreement between Mortgage Borrower and Retail Manager, pursuant to which Retail Manager is to manage the non-residential portion of the Property and (ii) the management agreement between Mortgage Borrower and Residential Manager, pursuant to which Residential Manager is to manage the residential portion of the Property, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with Section 5.11 hereof.

“Management Takeover Event” the exercise of (i) the exercise by Investor of its right to remove Member as the managing member of the Company and to appoint a Replacement Managing Member as the managing member of the Company, pursuant to and in accordance with Section 11.4 of the JV Agreement or (ii) the exercise by Investor of any right it may have to Control and/or affirmatively direct the management of the Company or the Borrower, pursuant and in accordance with the JV Agreement, including any exercise by Investor of any right it may have under Sections 4.1(g), 11.4(b)(i), 11.4(b)(ii), or 11.4(b)(iv) of the JV Agreement, but excluding any right Investor may have under the JV Agreement (but merely making capital calls pursuant to and in accordance with the JV Agreement shall not constitute a Management Takeover Event).

“Material Adverse Effect” shall mean a material adverse effect that has occurred or is reasonably likely to occur on (i) the Property or the Collateral, (ii) the business, profits, prospects, management, operations or condition (financial or otherwise) of Borrower, Mortgage Borrower, Guarantor, Key Principal or the Property, (iii) the enforceability, validity, perfection or priority of the lien of the Pledge Agreement or the other Loan Documents, (iv) the ability of Borrower to timely perform its obligations under the Pledge Agreement or the other Loan Documents, or (v) the ability of Guarantor to perform its obligations under the Guaranty, each as determined by Lender.

“Material Agreements” shall mean each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvements of the Property under which there is an obligation of Mortgage Borrower to pay more than $250,000 per annum and which is neither expressly contemplated under any Approved Annual Budget nor terminable upon not more than 60 days’ notice; provided, however, that none of the following shall constitute Material Agreements (i) Management Agreements and Leases, (ii) contracts and agreements for the performance of alterations of the Property that are permitted under this Agreement without consent or to which Lender has consented; and (iv) contracts and agreements entered into by any Manager which is not subject to Mortgage Borrower’s approval under a Management Agreement.

“Material Lease” shall have the meaning set forth in the Mortgage Loan Agreement.

“Member” shall mean Broad Street Operating Partnership, LP, a Delaware limited partnership.

“Minor Lease” shall have the meaning set forth in the Mortgage Loan Agreement.

“Monthly Operating Expense Budgeted Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

“Mortgage Borrower” shall have the meaning set forth in the Recitals hereto.

“Mortgage Borrower Company Agreement” shall mean, collectively, the limited liability company agreements of Mortgage Borrower, as the same may be amended from time to time to the extent permitted under the Mortgage Loan Agreement and this Agreement.

“Mortgage Event of Default” shall have the meaning ascribed to the term “Event of Default” in the Mortgage Loan Agreement.

“Mortgage Lender” shall mean, collectively, American General Life Insurance Company and The Variable Annuity Life Insurance Company, together with their respective successors and assigns.

“Mortgage Loan” shall mean that certain mortgage loan made as of the date hereof by Mortgage Lender to Mortgage Borrower in the original principal amount of $76,000,000.00, and evidenced by the Mortgage Note and evidenced and secured by the other Mortgage Loan Documents.

“Mortgage Loan Agreement” shall mean that certain Loan Agreement, dated as of the date hereof, by and between Mortgage Borrower and Mortgage Lender, as the same may be amended, restated, replaced or otherwise modified from time to time.

“Mortgage Loan Cash Management Accounts” shall mean, collectively, the Clearing Account, the Cash Management Account and any Subaccounts (as each such term is defined in the Mortgage Loan Agreement).

“Mortgage Loan Cash Management Provisions” shall mean the terms and conditions of the Mortgage Loan Documents relating to cash management (including, without limitation, those relating to the Clearing Account and Clearing Account Agreement (as each such term is defined in the Mortgage Loan Agreement)).

“Mortgage Loan Documents” shall have the meaning ascribed to the term “Loan Documents” in the Mortgage Loan Agreement.

“Mortgage Loan Reserve Funds” shall mean the funds required to be deposited with Mortgage Lender pursuant to Article 3 of the Mortgage Loan Agreement.

“Mortgage Note” shall have the meaning ascribed to the term “Note” in the Mortgage Loan Agreement.

“Net Condemnation Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Insurance Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (i) Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (ii) in the case of a casualty or condemnation, (a) the costs incurred by Mortgage Borrower in connection with collecting any proceeds related to a Casualty or Condemnation or a restoration of all or any portion of a Property made in accordance with the Mortgage Loan Documents and (b) amounts required to be turned over to or used by a third-party, unaffiliated Tenant pursuant to the terms of any applicable Lease or other unaffiliated third party pursuant to an Operations Agreement, (iii) amounts required or permitted to be deducted therefrom, and amounts paid, pursuant to the Mortgage Loan Documents to Mortgage Lender, (iv) in the case of a foreclosure sale, disposition or transfer of a Property in connection with realization thereon following a Mortgage Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including reasonable attorneys’ fees and brokerage commissions), (v) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (vi) in the case of a refinancing of the Mortgage Loan, such costs and expenses (including reasonable attorneys’ fees) of such refinancing as shall be reasonably approved by Mortgage Lender, and (vii) the amount of any prepayments required pursuant to the Mortgage Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.

“Net Operating Income” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Sales Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Note” or “Notes” shall mean that certain Mezzanine Promissory Note of even date herewith in the original principal amount of up to $15,000,000.00 made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Operating Expenses” shall have the meaning set forth in the Mortgage Loan Agreement.

“Original Guaranties” shall mean, collectively, the Non-Recourse Guaranty and any other guaranties or indemnitees provided by Guarantor in connection with the Loan or any Loan Documents.

“Origination Fee” means an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00), which shall be paid by the Borrower to Lender in cash on the Closing Date.

“Payment Date” shall mean the first (1st) day of each calendar month. The first Payment Date hereunder shall be January 1, 2023 (the “First Payment Date”).

“Permitted Encumbrances” shall mean, collectively, (a) with respect to Borrower, the Liens and Security Interests created by the Loan Documents and (b) with respect to Mortgage Borrower, (i) the Liens created by the Mortgage Loan Documents, (ii) all Liens and other matters disclosed in the Title Insurance Policy, (iii) Liens, if any, for Real Estate Taxes or Other Charges not yet due and payable and not delinquent, (iv) any workers’, mechanics’ or other similar Liens on the Property provided that any such Lien is bonded or discharged within thirty (30) days after Borrower first receives notice of such Lien, and (v) such other title and survey exceptions as Lender approves in writing in Lender’s discretion.

(v) a Transfer of a Retail Unit pursuant to and in accordance with Section 2.4.2 of the Mortgage Loan Agreement and Section 2.4.2 hereof;

(vi) a Transfer of direct or indirect interest in the common equity of Borrower to any Person provided that:

(A) such Transfer shall not (x) cause the transferee (other than Key Principals or Lender), together with its Affiliates, to acquire Control of Borrower or Mortgage Borrower or to increase its direct or indirect interest in the common equity of Borrower or Mortgage Borrower to an amount which equals or exceeds forty-nine percent (49%) or (y) result in Borrower or Mortgage Borrower no longer being Controlled by Key Principal(s) (or Mezzanine Lender);

(B) after giving effect to such Transfer, Key Principal(s) (or Mezzanine Lender) shall continue to Control the day-to-day operations of Borrower or Mortgage Borrower and shall continue to own at least fifty-one percent (51%) of all common equity interests (direct or indirect) of Borrower and Mortgage Borrower;

(C) if such Transfer would cause the transferee to increase its direct or indirect interest in the common equity of Borrower or Mortgage Borrower to an amount which equals or exceeds ten percent (10%), such transferee shall be a Qualified Transferee;

(D) the legal and financial structure of Borrower and Mortgage Borrower and its members and the single purpose nature and bankruptcy remoteness of Borrower and Mortgage Borrower and its members after such Transfer, shall satisfy Lender’s then current applicable underwriting criteria and requirements;

(A) concurrently with any such Management Takeover Event, Borrower shall have provided Lender with written notice of such Management Takeover Event;

(B) upon the consummation of the Management Takeover Event, Fortress shall Control Borrower and the Company;

(C) within ten (10) Business Days following the Management Takeover Event, the Supplemental Guarantor shall have executed and delivered to Lender the Supplemental Guaranties and satisfied all of the Supplemental Guaranty Conditions;

(D) such Transfer shall not cause a violation of Sections 5.12 and 5.28 of this Agreement, and after giving effect to such Transfer, each of Borrower and Mortgage Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; and

(x) Transfers of not more than forty-nine percent (49%), in the aggregate, of the direct or indirect membership interests in Investor;

(xi) Transfers of all or any portion of the direct or indirect limited partnership in interests in any of the Fortress Fund (“Permitted Fortress Funds Transfers”);

Provided, however, that with respect to each Transfer described in clauses (x)-(xii) hereof, such Transfer will only be permitted provided that:

(F) after giving effect to such Transfer, the Control and Ownership Requirements shall remain satisfied;

(G) such Transfer shall not cause a violation of Sections 5.12 and 5.28 of this Agreement, and after giving effect to such Transfer, each of Borrower and Mortgage Borrower shall continue to be Special Purpose Bankruptcy Remote Entity;

(H) if such Transfer would cause the transferee (together with its Affiliates) to have, directly or indirectly, contributed at least twenty percent (20%) (or ten percent (10%) if such transferee is not domiciled in the United States of America) of the aggregate capital contributed to the Company, the following conditions shall apply:

iii. no transferee shall have been convicted of any crime (other than a misdemeanor not involving moral turpitude), or be the subject of any ongoing criminal proceeding;

iv. neither such transferee nor any Person that Controls such transferee is an Embargoed Person;

v. such transferee shall not have filed for bankruptcy (or other similar insolvency proceedings) within the seven (7) year period prior to such Transfer (in the case of this clause (v), if such transferee will, by virtue of any such transfer, have or obtain direct or indirect Control of Borrower or Guarantor); and

(I) if requested in writing by Lender, Borrower shall have provided to Lender a post-transfer organizational chart; and

Notwithstanding anything to the contrary contained in this definition of “Permitted Transfers”, (i) no Transfer of a direct equity interest in Mortgage Borrower shall be a Permitted Transfer and (ii) no Transfer shall be a Permitted Transfer unless such Transfer is made in compliance with the Mortgage Loan Documents and the Condominium Documents.

“Physical Conditions Report” shall mean that certain Property Conditions Report, prepared by EBI Consulting and dated as of May 27, 2022.

“Prepayment Premium” shall mean a make-whole payment in an amount sufficient to provide Lender with the greater of (x) all accrued and unpaid interest, including all accrued and unpaid Capitalized Interest and (y) a 1.40x minimum multiple on the amount of the Loan; provided, however, (A) for purposes of calculating if the foregoing multiple has been achieved, the Origination Fee is ignored; (B) if a QPO has occurred, then the foregoing multiple shall be reduced to 1.30x; and (C) the portion of the Loan converted into Common Stock in accordance with Section 2.3.2(b) hereof, if any, shall be treated as a repayment of the Prepayment Premium notwithstanding the fluctuation in the price of such Common Stock).

“Principal” shall mean the aggregate unpaid principal balance of the Loan at the time in question.

(iii) any Person that is otherwise blocked by or a target of United States economic sanctions;

“QPO” shall have the meaning given to the term “Qualified Public Offering” as such term is defined in the JV Agreement as of the date hereof.

five (5) years prior to its engagement as property manager, managed at least ten (10) commercial properties with similar uses as the Property, (y) at the time of its engagement s a property manager manages at least 1,000,000 rentable square feet of retail space, and (z) is not a Prohibited Person, or (ii) any other property manager reasonably acceptable to Lender, and (b) with respect to the residential component, (i) BSR Manager, (ii) Cardinal or Campus Life & Style, (iii) a manager which, in the reasonable judgement of Lender, (w) is a reputable management company having at least five (5) years’ experience in the management of commercial properties with similar uses as the Property and in the jurisdiction in which the Property is located, (x) has, for at least five (5) years prior to its engagement as property manager, managed at least ten (10) commercial properties with similar uses as the Property, (y) at the time of its engagement as property manager manages at least 4,000 residential units and (z) is not a Prohibited Person, or (iv) any other property manager reasonably acceptable to Lender, provided that such Person shall have entered into a Replacement Management Agreement.

“Release Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

which is reasonably acceptable to Lender in form and substance, and (b) an assignment of management agreement substantially in the same form and substance as the applicable Assignment of Management Agreement, executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

“Replacement Managing Member” shall mean (i) Investor or (ii) an Affiliate of Investor designated by Investor and approved by Lender in its sole discretion.

“Reporting Company” shall mean each of Borrower, Mortgage Borrower, Guarantor, any other Borrower Owner Person, and any such Person’s direct or indirect managers, members, partners, shareholders, affiliates or controlling persons that are entities and are considered “Reporting Companies” as such term is defined in the Corporate Transparency Act.

“Reserve Funds” shall mean any reserve or escrow funds established by the Mortgage Loan Agreement or the other Mortgage Loan Documents.

“Residential Unit” shall mean that certain Residential Unit, as further described in the Condominium Documents and on Exhibit A attached hereto and made a part hereof.

“Servicer” shall mean a servicer selected by Lender to service the Loan, together with its agents, nominees or designees.

“Substitute Cash Management Accounts” shall have the meaning set forth in Section 3.3 hereof.

“Substitute Reserves” shall have the meaning set forth in Section 3.1 hereof.

of such Supplemental Guaranties; provided, however, that in all cases, the Original Guaranties shall not be affected in any respect by the execution of such Supplemental Guaranties and shall remain in full force and effect and the then-existing Guarantor shall retain all liability and obligations under the Original Guaranties, except that the Approved Supplemental Guarantor shall be required to satisfy the Guarantor Financial Covenants; and (B) the satisfaction of each of the applicable conditions set forth in the definition of Approved Supplemental Guarantor. In any action in connection with the enforcement of liability under the Supplemental Guaranties for the Non-Recourse Guaranty entered into pursuant to the above, Approved Supplemental Guarantor shall, at its sole cost and expense, bear the burden of proof to establish that the applicable actions or events occurred prior to the execution and delivery of such Supplemental Guaranties, and that the alleged liability did not result from the acts of Approved Supplemental Guarantor or any of its Affiliates, as applicable. Notwithstanding the foregoing or anything to the contrary contained herein, if Approved Supplemental Guarantor provides such Supplemental Guaranties in connection with a Management Takeover Event and the Replacement Managing Member is subsequently removed pursuant to the arbitration provisions in the JV Agreement, Approved Supplemental Guarantor shall not be liable under the Supplemental Guaranties for any obligations or liabilities under such Supplemental Guaranties, to the extent such obligations or liabilities arise from actions or events that occur from and after the date of such removal of the Replacement Managing Member

“Title Insurance Policy” shall have the meaning set forth in the Mortgage Loan Agreement.

interests, or rights to distribution of cash), or (z) any direct or indirect interest in Mortgage Borrower (including any profit interest, preferred equity interests, or rights to distribution of cash);

(iii) with respect to Borrower, Mortgage Borrower or any Person that has any direct or indirect interest in Borrower or Mortgage Borrower, the division (whether pursuant to Section 18-217 of the Delaware Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; or

“Transfer and Assumption” shall have the meaning set forth in the Mortgage Loan Agreement.

“UCC” shall mean the Uniform Commercial Code as in effect in the State or the state in which any of the cash management accounts (if any) are located, as the case may be.

“Unit” shall mean the Residential Unit and each Retail Unit (collectively, the “Units”).

“Unit Owner” shall mean the Residential Unit Owner and each Retail Unit Owner (collectively, the “Unit Owners”).

“Waived Cash Management Accounts” shall have the meaning set forth in Section 3.3 hereof.

“Waived Cash Management Provisions” shall have the meaning set forth in Section 3.3 hereof.

“Waived Reserve Funds” shall have the meaning set forth in Section 3.1 hereof.