Second Amendment to the Escrow Agreement dated July 12, 2019

CNL Strategic Capital, LLC 8-K

Exhibit 10.3

SECOND AMENDMENT TO THE ESCROW AGREEMENT 

This SECOND AMENDMENT TO THE ESCROW AGREEMENT (this “Second Amendment”) is dated this 12th day of July, 2019, amends that certain ESCROW AGREEMENT (the “Original Agreement”) dated as of February 14, 2018, and, the First Amendment to the Escrow Agreement (the “First Amendment”) dated as of April 18, 2019 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”)(the “First Amendment” and the Original Escrow Agreement” together the “Agreement”). All capitalized terms not defined herein shall have the meaning given to such term in the Original Agreement.

WHEREAS, the Company has previously proposed and continues 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 Participants”), the Company’s shares of Class A, Class T, Class D, and Class I limited liability 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 (excluding the shares of its Class A, Class T, Class D and Class I common stock to be offered and sold pursuant to the Company’s dividend 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 (hereinafter the “Original Prospectus”); and

WHEREAS, as of March 7, 2018 at least $2,000,000 in Original Shares of the Company have been subscribed for in the Company’s offering and therefore the Break Escrow Date has occurred, but the Escrow Agent continues to receive amounts for deposit into the Escrow Account and to disburse such Escrowed Funds in accordance with section 5(b) of the Original Agreement;

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 interests (the “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 Class FA share; and

WHEREAS, the Company proposes 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 interests (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 11, 2019, as amended from time to time (hereinafter the “Class FA Memorandum”) at a current offering price per Class FA share, plus applicable selling commissions and placement agent fees; and

WHEREAS, as of the date of this Second Amendment, the Company has received subscriptions and payment for an aggregate of at least $2,000,000 in Class FA Shares in the April Class FA Private Offering; and

WHEREAS, the Company desires to deposit Class FA Subscription Payments (as defined herein) into the Escrow Account to be commingled with the Escrowed Funds from the Original Offering and for the Escrow Agent to act as escrow agent for the April Class FA Private Offering, July Class FA Private Offering, as well as the Original Offering solely upon the terms and conditions herein set forth; and

WHEREAS, in order to subscribe for Class FA Shares, a subscriber must deliver an executed subscription agreement in substantially the form attached as an exhibit to the Memorandum, 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 “Class FA Subscription Payment”). The Company or the Managing Dealer shall instruct any Distribution Participants that any such wire transfers shall be in accordance with the instructions provided on Exhibit A hereto.

WHEREAS, in order to accomplish the foregoing, the Company desire to amend the Original Agreement to allow for the deposit of the Class FA Subscription Payment into the Escrow Account and to set forth the requirements with respect to the deposit and disbursement of the Class FA Subscription Payment;

WHEREAS, the Escrow Agent agrees to act as escrow agent with respect to the Class FA Subscription Payments deposited into the Escrow Account.

NOW, THEREFORE, the parties hereto, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement as follows:

.

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

EXHIBIT A

Wiring Instructions

UMB Bank, N.A.

ABA No: 101000695

Acct No: 9872323874

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