Claros Mortgage Management

The Agreement designates four named Key Persons. If any two of them cease to be actively involved in the management of the Manager and suitable replacements are not approved within 30 days, a Key Person Event occurs. Upon a Key Person Event, all investment, acquisition, and disposition activities of the Company cease (except investments already under contract) until replacements are approved. The Company may terminate the Agreement without a Termination Fee upon a Key Person Event.

“'Key Persons' means Peter J. Sotoloff, Richard J. Mack, J. Michael McGillis and Robert S. Feidelson. 'Key Person Event' means any two of the Key Persons cease to be actively involved in the management and activities of the Manager, including the activities of the Manager under this Agreement, and suitable replacements for such Key Persons have not been identified by the Manager and approved by the Company within 30 days of the date on which such Key Persons ceased to be actively involved ... upon the occurrence of a Key Person Event, the investment, acquisition and disposition activities of the Company and the Subsidiaries (save in respect of Investments then under contract) shall cease until suitable replacements, if any, are approved by the Company.”

The Manager is a special-purpose vehicle with no employees of its own. All services are performed through the personnel and facilities of MRECS (Mack Real Estate Credit Strategies, L.P.). None of the officers, employees or personnel of the Manager are dedicated exclusively to the Company, and no specific portion of their time is obligated to the Company. This creates a potential conflict as key personnel serve multiple funds and clients simultaneously.

“the Manager is an Affiliate of Mack Real Estate Credit Strategies, L.P. ('MRECS'), an investment adviser that is registered under the Investment Advisers Act of 1940, as amended (the 'Advisers Act'); (iii) the Manager performs its services for the Company through the personnel and facilities of MRECS; (iv) the Manager has no, and will have no, employees or other persons acting on its behalf other than (A) officers, partners and employees of MRECS, or (B) other persons who are subject to the supervision and control of MRECS”

Nothing in the Agreement prevents the Manager, MRECS or their Affiliates from engaging in other businesses, investing for their own account, or providing advisory services to other persons, including acquiring assets that meet the Company's investment guidelines. Conflicts are resolved through MRECS's internal policies, but there is no guarantee of equal opportunity allocation.

“Nothing in this Agreement shall (i) prevent the Manager, MRECS or any of their respective Affiliates, officers, directors, employees or personnel, from engaging in other businesses or from rendering services of any kind to any other Person, including investing in, or rendering advisory services to others investing in, any type of business (including acquisitions of assets that meet the principal objectives of the Company but not a business the primary purpose of which is to invest in assets that meet the Guidelines) or (ii) in any way bind or restrict the Manager, MRECS or any of their respective Affiliates, officers, directors, employees or personnel from buying, selling or trading any securities or assets for their own accounts or for the account of others for whom the Manager, MRECS or any of their respective Affiliates, officers, directors, employees or personnel may be acting.”