Form of Amended and Restated Escrow Agreement

CNL STRATEGIC CAPITAL, LLC S-1/A

Exhibit 10.3

FORM OF AMENDED AND RESTATED ESCROW AGREEMENT

This AMENDED AND RESTATED ESCROW GREEMENT (this “Agreement”) is dated this ____ day of September, 2024, amends and restates that certain ESCROW AGREEMENT (the “2018 Escrow Agreement”) dated as of February 14, 2018 as amended by the First Amendment to the Escrow Agreement dated as of April 18, 2019 (the “First Amendment”), the Second Amendment to the Escrow Agreement dated as of July 12, 2019 (the “Second Amendment”), the Third Amendment to the Escrow Agreement dated as of January 31, 2021 (the “Third Amendment”), the Escrow Letter Agreement dated October 19, 2021 (the “Letter Agreement”), and the Fourth Amendment to the Escrow Agreement dated August 24, 2022 ( the “Fourth Amendment,” and collectively, the “Original Escrow Agreement”) by and among CNL Strategic Capital, LLC, a Delaware limited liability company (the “Company”), UMB Bank, N.A. as escrow agent (the “Escrow Agent”) and CNL Securities Corp. (the “Managing Dealer”), (collectively, the “Parties”). All capitalized terms not defined herein shall have the meaning given to such term in the Original Escrow Agreement.

WHEREAS, the Company has previously proposed to offer and sell, on a best-efforts basis through the Managing Dealer, in its capacity as the managing dealer, and selected broker-dealers that are registered with the Financial Industry Regulatory Authority or intermediaries that are exempt from such broker-dealer registration (the Managing Dealer and such intermediaries are hereinafter referred to collectively as the “Distribution Intermediaries”), the Company’s shares of Class A, Class T, Class D, and Class I limited liability company interests (the “Original Shares”), on a best-efforts basis, for at least $2,000,000 and up to $1,100,000,000 of gross offering proceeds (including the shares of its Class A, Class T and Class I limited liability interests to be offered and sold pursuant to the Company’s distribution reinvestment plan), at an initial purchase price of up to $27.32 per Class A share, $26.25 per Class T share, $25.00 per Class D and $25.00 per Class I share (the “Original Offering”) pursuant to an offering prospectus as amended from time to time and filed with the Securities and Exchange Commission as part of a registration statement file no. 333-222986, including amended for additional share classes; and

WHEREAS, the Company, pursuant to the First Amendment, proposed to offer and sell, on a best-efforts basis through the Managing Dealer, in its capacity as the placement agent, and through Distribution Participants, the Company’s shares of Class FA limited liability company membership interests (the “April Class FA Shares”), in a private offering exempt from registration, for at least $2,000,000 and up to $50,000,000 of gross offering proceeds (the “April Class FA Private Offering”) pursuant to an offering memorandum, dated April 18, 2019, as amended from time to time (hereinafter the “April Class FA Memorandum”) at a current offering price per April Class FA share; and

WHEREAS, the Company, pursuant to the Second Amendment, proposed to offer and sell, on a best-efforts basis through the Managing Dealer, in its capacity as the placement agent, and through Distribution Participants, the Company’s shares of Class FA limited liability company membership interests (the “July Class FA Shares” and together with the April Class FA Shares the “Class FA Shares”), in a concurrent private offering exempt from registration up to $50,000,000 of gross offering proceeds with no minimum offering amount (the “July Class FA Private Offering”) pursuant to an offering memorandum, dated July 12, 2019, as amended from time to time (hereinafter the “July Class FA Memorandum”) at a current offering price per July Class FA share, plus applicable selling commissions and placement agent fees; and

WHEREAS, the Company, pursuant to the Third Amendment, proposed to offer and sell, on a best-efforts basis through the Managing Dealer, in its capacity as the placement agent, and through Distribution Participants, the Company’s shares of Class S limited liability company membership interests (the “Class S Shares”), in a concurrent private offering exempt from registration up to $50,000,000 of gross offering proceeds with no minimum offering amount (the “Class S Private Offering”) pursuant to an offering memorandum, dated January 21, 2020, as amended from time to time (hereinafter the “Class S Memorandum”) at a current offering price per Class S share, plus applicable selling commissions and placement agent fees; and

WHEREAS, the Company, pursuant to the Letter Escrow Agreement, previously proposed to offer and sell, on a best-efforts basis through the Managing Dealer, in its capacity as the managing dealer, and Distribution Participants, the Company’s shares of Class A, Class T, Class D, and Class I limited liability company interests on a best efforts basis up to $1,100,000,000 of gross offering proceeds (including the shares of its Class A, Class T, Class D and Class I limited liability company interest to be offered and sold pursuant to the Company’s distribution reinvestment plan) (the “Follow-On Offering”) pursuant to an offering prospectus as amended from time to time and filed with the Securities and Exchange Commission as part of a registration statement file no. 333-253295; and

WHEREAS, pursuant to the Fourth Amendment, the Company amended Section 5(b) of the Original Escrow Agreement to grant certain rights to First Horizon Bank;

WHEREAS, pursuant to the Original Escrow Agreement, the Escrow Agent established an escrow account to receive funds for subscribers to the Original Offering, the April Class FA Private Offering, July Class FA Private Offering, and Class S Private Offering, (collectively the “Prior Offerings”) and to disburse such funds in accordance with the Original Escrow Agreement;

WHEREAS, as of this date of this Agreement, the Prior Offerings have expired and no funds from the Prior Offerings remain on deposit with the Escrow Agent;

WHEREAS, the Company now proposes to offer and sell, on a best-efforts basis through the Distribution Participants, the Company’s shares of Class A, Class T, Class D, and Class I limited liability company interests (the “Shares”) on a best-efforts basis up to $1,100,000,000 of gross offering proceeds (including the shares of its Class A, Class T, Class D and Class I limited liability company interests to be offered and sold pursuant to the Company’s distribution reinvestment plan), at a current offering purchase price per Share (the “Second Follow-On Offering”) pursuant to an offering prospectus as amended from time to time and filed with the Securities and Exchange Commission (the “Prospectus”) as part of a registration statement file no. 333-277103 (the “Registration Statement”).

WHEREAS, the Company desires to deposit funds received from subscribers to the Second Follow-On Offering into the Escrow Account (as defined below) and for the Escrow Agent to continue to act as escrow agent solely upon the terms and conditions herein set forth; and

WHEREAS, the Company directs the Escrow Agent to deposit funds received from subscribers to the Second Follow-On Offering in the Escrow Account and the Escrow Agent is willing to serve as escrow agent for such account upon the terms and conditions herein set forth; and

WHEREAS, the Escrow Agent had engaged DST Systems, Inc. (“DST”) to receive, examine for “good order” and facilitate subscriptions into the Escrow Account as further described herein and to act as record keeper, maintaining on behalf of the Escrow Agent the ownership records for the escrow account (the “Processing Agent”); and

WHEREAS, in so acting, DST shall be acting solely in the capacity as the Processing Agent for the Escrow Agent and not in any capacity on behalf of the Company or the Managing Dealer, nor shall the Company or the Managing Dealer have any interest, other than that provided in this Agreement, in assets in Processing Agent’s possession as the agent of the Escrow Agent; and

WHEREAS, in order to subscribe for Shares, a subscriber must deliver an executed subscription agreement in substantially the form attached as an exhibit to the Registration Statement encompassing the Prospectus, along with the full amount of its subscription, subject to volume discounts or other discounts, as applicable: (i) by check in U.S. dollars or (ii) by wire transfer of immediately available funds in U.S. dollars (collectively, the “Subscription Payment”). The Company or the Managing Dealer shall instruct any Distribution Intermediaries that any such wire transfers shall be in accordance with the instructions provided on Exhibit B hereto.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties covenant and agree as follows:

(Signature Page follows)

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

SCHEDULE I

Escrow Agent Fee Schedule

Acceptance fee and first year Annual fee will be payable at the initiation of the escrow. Thereafter, the Quarterly Fees will be billed quarterly in arrears and the Annual fee will be billed annually in advance. Other fees and expenses will be billed as incurred.

Fees specified are for the regular, routine services contemplated by the Escrow Agreement, and any additional or extraordinary services, including, but not limited to disbursements involving a dispute or arbitration, or administration while a dispute, controversy or adverse claim is in existence, will be charged based upon time required at the then standard hourly rate.

*All expenses related to the administration of the Escrow Agreement (other than normal overhead expenses of the regular staff) such as, but not limited to, travel, postage, shipping, courier, telephone, facsimile, supplies, legal fees, accounting fees, etc., will be reimbursable.

EXHIBIT A

Prospectus dated [__________]

EXHIBIT B

Wiring Instructions

UMB Bank, N.A.

ABA No:

Acct No:

Acct Name: UMB Bank, N.A., as EA for CNL Strategic Capital, LLC

EXHIBIT C

_______________, 202_

Re: CNL Strategic Capital, LLC (the “Company”)

Dear Ladies and Gentlemen:

The undersigned signatory hereby certifies to you the following, pursuant to Section 7(a) of the Amended and Restated Escrow Agreement among the Company and therein defined Escrow Agent and Managing Dealer dated as of [___________], 2024 (the “Escrow Agreement”):

1.       He is the Chief Financial Officer of the Company;

2.       Subscribers should be admitted as shareholders at such time as their funds are released from the Escrow Account upon written authorization received by the Escrow Agent from the Company. The Company hereby confirms that all conditions precedent to the release of the Escrowed Funds have been met.

3. The Escrow Agent is hereafter directed to disburse all Escrowed Funds to the Company in accordance with Section 7 of the Escrow Agreement.

Please contact the undersigned should you have any questions at (407) _____________.

Very truly yours,

CNL Strategic Capital, LLC

By:

Chief Financial Officer