Claros Mortgage Trust

The Agreement identifies four Key Persons. If any two of them cease to be actively involved and suitable replacements are not approved within 30 days, a Key Person Event occurs, halting all investment, acquisition, and disposition activities (other than already-contracted investments) 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”

The Manager, MRECS, and their affiliates are explicitly permitted to manage other funds, serve other clients, and invest for their own accounts in assets that also meet the Company's investment objectives. The Manager will attempt to allocate opportunities 'in a fair and equitable manner over time' but owes no exclusive duty to the Company.

“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.”

Claros REIT Management LP (the Manager) has no employees of its own. All investment advisory activities are performed through the personnel and facilities of Mack Real Estate Credit Strategies, L.P. (MRECS), a registered investment adviser and affiliate of the Manager. The Manager is a 'relying adviser' of MRECS, creating potential conflicts between the Company and MRECS's other managed accounts and funds.

“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”