KKR

Prior to a Public Listing, KKR's Fund Holdings has the right to nominate all directors of KREF's board and is entitled to vote at least a majority of votes on director elections. Stockholders are bound by irrevocable proxy to vote in favor of Fund Holdings' board nominees. This gives KKR effective control over KREF management and governance pre-IPO.

“prior to a Public Listing, Fund Holdings shall have the right to nominate all of the directors of the board of directors of KREF and be entitled to vote at least a majority of the votes eligible to vote on the election of directors and, following a Public Listing, so long as Fund Holdings and its Affiliates own at least 25% of the outstanding REIT Shares, Fund Holdings shall have the right to nominate at least half of the directors”

Prior to a Public Listing, KKR's Fund Holdings has the right to nominate all directors of KREF's board and is entitled to vote at least a majority of votes on director elections. Stockholders are bound by irrevocable proxy to vote in favor of Fund Holdings' board nominees. This gives KKR effective control over KREF management and governance pre-IPO.

“prior to a Public Listing, Fund Holdings shall have the right to nominate all of the directors of the board of directors of KREF and be entitled to vote at least a majority of the votes eligible to vote on the election of directors and, following a Public Listing, so long as Fund Holdings and its Affiliates own at least 25% of the outstanding REIT Shares, Fund Holdings shall have the right to nominate at least half of the directors”

KKR Manager manages other KKR investment vehicles and has discretion over allocation of investment opportunities. The Stockholders Agreement restricts KKR Manager from modifying the allocation methodology in a manner disproportionately adverse to KREF relative to other KKR vehicles, but only until 95% of aggregate Subscription Amounts are deployed, and explicitly excludes B-Piece allocation from this protection.

“KKR Manager will not modify the allocation methodology as described in the Memorandum — Appendix A - Allocation of Investment Opportunities — in a manner that has a disproportionately adverse effect on KREF relative to Other KKR Investment Vehicles without the consent of the Advisory Board, in its sole discretion, it being understood that the foregoing excludes allocation of investment opportunities in B-Piece Securities by KKR Manager and any of its Affiliates.”

KKR Manager manages other KKR investment vehicles and has discretion over allocation of investment opportunities. The Stockholders Agreement restricts KKR Manager from modifying the allocation methodology in a manner disproportionately adverse to KREF relative to other KKR vehicles, but only until 95% of aggregate Subscription Amounts are deployed, and explicitly excludes B-Piece allocation from this protection.

“KKR Manager will not modify the allocation methodology as described in the Memorandum — Appendix A - Allocation of Investment Opportunities — in a manner that has a disproportionately adverse effect on KREF relative to Other KKR Investment Vehicles without the consent of the Advisory Board, in its sole discretion, it being understood that the foregoing excludes allocation of investment opportunities in B-Piece Securities by KKR Manager and any of its Affiliates.”

KREF is externally managed by KKR Real Estate Finance Manager LLC (an affiliate of KKR Fund Holdings). Any amendment or modification of the Management Agreement materially adverse to KREF, including changes to management fee, incentive fee, and expense reimbursement provisions, requires Advisory Board and Independent Director consent. Termination of the Management Agreement similarly requires such consent.

“amend or modify the Management Agreement in a manner that is materially adverse to KREF (including, without limitation, any adverse changes to the management fee, incentive fee and expense reimbursement provisions therein); (c) terminate the Management Agreement, including, without limitation, by making any election not to renew the Management Agreement”

KREF is externally managed by KKR Real Estate Finance Manager LLC (an affiliate of KKR Fund Holdings). Any amendment or modification of the Management Agreement materially adverse to KREF, including changes to management fee, incentive fee, and expense reimbursement provisions, requires Advisory Board and Independent Director consent. Termination of the Management Agreement similarly requires such consent.

“amend or modify the Management Agreement in a manner that is materially adverse to KREF (including, without limitation, any adverse changes to the management fee, incentive fee and expense reimbursement provisions therein); (c) terminate the Management Agreement, including, without limitation, by making any election not to renew the Management Agreement”

Related-party transactions between KREF or KKR Manager and Fund Holdings (KKR) or its Affiliates require unanimous Advisory Board consent and majority Independent Director approval before a Public Listing. KREF must present and consult with the Advisory Board on all material conflicts of interest between KREF and KKR Affiliates. Advisory Board approval insulates KREF, Fund Holdings, and affiliates from liability for related-party conflict transactions taken in good faith.

“prior to the occurrence of a Public Listing, the following actions shall not be taken by KREF or the KKR Manager without (i) the unanimous consent of the Advisory Board and (ii) the approval or consent of a majority of the Independent Directors serving on the Board ... (a) enter into or amend any direct or indirect transactions between KREF and/or the KKR Manager, on the one hand, and Fund Holdings or any of its Affiliates (other than KREF and/or KKR Manager or any of their Subsidiaries), on the other hand, other than (A) any transaction that is on an arm's-length basis”

Related-party transactions between KREF or KKR Manager and Fund Holdings (KKR) or its Affiliates require unanimous Advisory Board consent and majority Independent Director approval before a Public Listing. KREF must present and consult with the Advisory Board on all material conflicts of interest between KREF and KKR Affiliates. Advisory Board approval insulates KREF, Fund Holdings, and affiliates from liability for related-party conflict transactions taken in good faith.

“prior to the occurrence of a Public Listing, the following actions shall not be taken by KREF or the KKR Manager without (i) the unanimous consent of the Advisory Board and (ii) the approval or consent of a majority of the Independent Directors serving on the Board ... (a) enter into or amend any direct or indirect transactions between KREF and/or the KKR Manager, on the one hand, and Fund Holdings or any of its Affiliates (other than KREF and/or KKR Manager or any of their Subsidiaries), on the other hand, other than (A) any transaction that is on an arm's-length basis”