INVESTOR RIGHTS AGREEMENT
THIS INVESTOR RIGHTS AGREEMENT, dated as of September 8, 2020, is made by and among RESOURCE REAL ESTATE OPPORTUNITY REIT, INC., a Maryland corporation (REIT I), RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership (Operating Partnership), C-III CAPITAL PARTNERS LLC, a Delaware limited liability company (C-III), and RESOURCE REAL ESTATE, LLC, a Delaware limited liability company (RRE).
WHEREAS, the Operating Partnership, C-III, RRE, Resource PM Holdings LLC, a Delaware limited liability company (PM Holdings), Resource NewCo LLC, a Delaware limited liability company (Advisor Holdings), and Resource America, Inc., a Delaware limited liability company, have entered into a Contribution and Exchange Agreement entered into as of September 8, 2020 (the Contribution Agreement), pursuant to which C-III and RRE are contributing to the Operating Partnership, among other things, all of C-IIIs right, title and interest in all of the membership interest in PM Holdings and all of RREs right, title and interest in all of the membership interest in Advisor Holdings in exchange for the consideration described therein, including Common Units (the Common Units) and Series A Cumulative Participating Redeemable Preferred Units (the Preferred Units) of limited partnership interest in the Operating Partnership (the Common Units and the Preferred Units referred to collectively as the OP Units);
WHEREAS, upon the terms and subject to the conditions contained in the Amended and Restated Limited Partnership Agreement of the Operating Partnership entered into concurrently herewith, (as may be amended, the Operating Partnership Agreement), the OP Units will be exchangeable into shares of common stock of REIT I, par value $0.01 per share (the Common Stock); provided, however, the Common Units may not be exchanged for shares of Common Stock until September 8, 2022, and the Preferred Stock may not be exchanged for shares of Common Stock until 180days after REIT I has listed shares of Common Stock on a securities exchange registered with the SEC pursuant to Section 6 of the Exchange Act (each, a Lock-Up Period);
WHEREAS, as a condition to the consummation of the transactions contemplated by the Contribution Agreement, each of C-III and RRE has agreed to the Lock-Up Periods and REIT I has agreed to grant the registration rights set forth herein, after the expiration of the respective Lock-Up Period (the Lock-Up Expiration); and
WHEREAS, the parties hereto desire to enter into this Agreement to evidence the foregoing agreement of REIT I and the mutual covenants of the parties relating thereto.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Definitions. In this Agreement, the following terms have the following respective meanings:
Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. The term control (including the terms controlling, controlled by and under common control with) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.