LoanCore Capital

Any transaction in which the Company co-invests with, buys from, sells to, or arranges financing with an Other LoanCore Vehicle — an affiliate of the Manager — must be approved by a majority of Independent Directors. This creates a structural related-party conflict where the Company's external manager controls both sides of potential transactions.

“In the event that the Company co-invests or otherwise participates in an investment with (including where the Company participates at a more junior or senior level in the capital structure of an underlying borrower), purchases assets from, sells assets to or arranges financing from or provides financing to, any Other LoanCore Vehicle, any such transaction must be approved by a majority of the Independent Directors or a committee of the Board comprised solely of Independent Directors.”

The Manager and its affiliates, including LoanCore Capital, manage other investment vehicles (Other LoanCore Vehicles) with potentially overlapping investment objectives. The Manager is not restricted from providing services to or managing other clients, including vehicles with similar strategies, and need not give the Company preferential treatment in investment opportunities. Investment allocation among competing vehicles is governed solely by an internal Allocation Policy controlled by the Manager.

“Nothing in this Agreement shall (i) prevent the Manager or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, (ii) in any way bind or restrict the Manager or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Manager or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Manager or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 3(a) which shall be for the Manager's (and/or its Affiliates') sole benefit. While information and recommendations supplied to the Company shall, in the Manager's reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, they may be different in certain material respects from the information and recommendations supplied by the Manager or any Affiliate of the Manager to others. The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any other services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given by the Manager or any Affiliate of the Manager to others.”

Officers, employees, and agents of the Manager and its affiliates may simultaneously serve as directors, officers, or employees of the Company or its subsidiaries. The Manager provides the Company's CEO, President, and CFO. This creates structural conflicts of interest as the same individuals serve dual roles for both the managed REIT and the external manager.

“Officers, employees and agents of the Manager and its Affiliates may serve as directors, officers, employees, agents, nominees or signatories for the Company or any of its Subsidiaries, to the extent permitted by their Governing Agreements, by any resolutions duly adopted by the Board. ... the Manager will provide the Company with a management team, including a Chief Executive Officer, a President and a Chief Financial Officer or similar positions, along with appropriate support personnel, to provide the management services to be provided by the Manager to the Company hereunder”