EX-10.1

Exhibit 10.1

EIGHTHAMENDEDANDRESTATED ADVISORY AGREEMENT

AMONG

SCULPTORDIVERSIFIEDREALESTATEINCOMETRUST,INC., SCULPTORDIVERSIFIEDREITOPERATINGPARTNERSHIPLP, AND

SCULPTORADVISORSLLC

TABLEOFCONTENTS

Page

1.DEFINITIONS    1

2.APPOINTMENT    5

3.DUTIESOFTHEADVISER    5

4.AUTHORITYOFADVISER7

5.BANKANDBROKERAGEACCOUNTS    8

6.RECORDS;ACCESS    8

7.LIMITATIONSONACTIVITIES    8

8.OTHERACTIVITIES OFTHEADVISER9

9.DIRECTORSANDOFFICERS    10

10.MANAGEMENTFEE11

11.EXPENSES11

12.OTHER SERVICES    14

13.REIMBURSEMENTTOTHEADVISER    14

14.NOJOINTVENTURE    15

15.TERMOF AGREEMENT    15

16.TERMINATIONBYTHEPARTIES    15

17.ASSIGNMENT    15

18.PAYMENTSTOANDDUTIESOFADVISER UPONTERMINATION15

19.INDEMNIFICATIONBYTHECOMPANYANDTHEOPERATINGPARTNERSHIP    16

20.INDEMNIFICATIONBYADVISER    16

21.NON-SOLICITATION    16

22.REGISTRATIONRIGHTS    16

23.INITIALINVESTMENT    17

24.MISCELLANEOUS17

AGREEMENT

THISEIGHTHAMENDEDANDRESTATEDADVISORYAGREEMENT(this“Agreement”),datedas

of the 21st day of October,2026 (the “Effective Date”), is by and among SculptorDiversifiedReal Estate Income Trust, Inc., a Maryland corporation (the “Company”), Sculptor Diversified REIT Operating PartnershipLP,aDelawarelimitedpartnership(the“OperatingPartnership”),andSculptorAdvisorsLLC, a Delaware limited liability company (the “Adviser”). This Agreement amends and restates the Seventh Amended and Restated Advisory Agreement dated as of June 21, 2026, (the “Seventh Amended andRestated Agreement”). Capitalizedterms used herein shall have the meanings ascribedto them in Section 1 below.

W I T NE S SE TH

WHEREAS, the Company intends to qualify as a REIT, and to invest its funds in investments permitted by the terms of Sections 856 through 860 of the Code;

WHEREAS, the Company is the general partner of the Operating Partnership and intends to conductallofitsbusinessandmakeall orsubstantiallyallInvestmentsthroughtheOperatingPartnership;

WHEREAS, the Company and the Operating Partnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the AdviserandtohavetheAdviserundertakethedutiesandresponsibilitieshereinaftersetforth,onbehalfof, and subject to the supervision of, the Board, all as provided herein;

WHEREAS,theAdviseriswillingtoundertaketorendersuchservices,subjecttothesupervision of the Board, on the terms and conditions hereinafter set forth; and

WHEREAS,thepartieswishtoamendandrestatetheSeventhAmendedandRestatedAgreement in its entirety in the manner and as hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreementscontainedherein,thepartiesagreethattheSeventhAmendedandRestatedAgreementshallbe amended and restated as follows:

1.DEFINITIONS.As used inthisAgreement,thefollowing termshave thedefinitions hereinafter indicated:

“AcquisitionExpenses”shallhavethemeaningsetforthintheCorporateGovernanceGuidelines.

“Adviser”shallmeanSculptorAdvisorsLLC,aDelawarelimitedliabilitycompany.

“AdviserExpenses”shallhavethemeaningsetforthin Section11(a).

“Affiliate”shallhavethemeaningsetforthintheCharter.

“AverageInvestedAssets”shallhavethemeaningsetforthintheCorporateGovernanceGuidelines. “Board” shall mean the board of directors of the Company, as of any particular time.

“BusinessDay”shallhavethemeaningsetforthintheCharter.

“Bylaws”shallmeanthebylawsoftheCompany,asamendedfromtimetotime.

“Cause” shall mean, with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of fiduciary duty by the Adviser in connection with performing its duties hereunder.

“Change of Control” shall mean any event (including, without limitation, issue, transfer or other disposition of shares of capital stock of the Company or equity interests in the Operating Partnership, merger, share exchange or consolidation) after which any “person” (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company or the Operating Partnership representing greater than 50% or more of the combined voting power of the Company’s or the Operating Partnership’s then outstanding securities, respectively; provided, that, a Change of Control shall not be deemed to occur as a result of any widely distributed public offering of the Shares.

“Charter” shall mean the Articles of Incorporation of the Company filed with the Maryland State Department of Assessments and Taxation in accordance with the Maryland General Corporation Law, as amended from time to time.

“ClassACommonShares”shallhavethemeaningsetforthintheCharter.

“ClassAACommon Shares”shallhavethemeaningsetforthinthe Charter.

“ClassDCommonShares”shallhavethemeaningsetforthintheCharter.

“ClassECommonShares”shallhavethemeaningsetforthintheCharter.

“ClassFCommonShares”shallhavethemeaningsetforthinthe Charter.

“ClassFFCommonShares”shallhavethemeaningsetforthintheCharter.

“ClassI CommonShares”shall havethemeaningsetforthinthe Charter.

“ClassIICommonShares”shallhavethemeaningsetforthintheCharter.

“ClassI-SCommonShares”shallhavethemeaningsetforthintheCharter.

“ClassSCommonShares”shallhavethemeaningsetforthinthe Charter.

“ClassSII CommonShares”shallhavethemeaningsetforthintheCharter.

“ClassANAV perShare”shallhavethemeaningsetforthinthe Charter.

“ClassAANAVperShare”shallhavethemeaningset forthinthe Charter.

“ClassDNAV perShare”shallhavethemeaningsetforthinthe Charter.

“ClassENAV perShare”shallhavethemeaningsetforthinthe Charter.

“ClassFNAVperShare”shallhavethemeaningsetforthintheCharter.

“ClassFFNAVperShare” shall havethemeaningsetforthintheCharter.

“ClassI NAV perShare”shallhavethemeaningset forthintheCharter.

“ClassIINAV perShare”shallhavethemeaningsetforthinthe Charter.

“ClassI-SNAVperShare” shall havethemeaningsetforthintheCharter.

“ClassSNAVperShare”shallhavethemeaningsetforthintheCharter.

“ClassSII NAVperShare”shallhavethemeaningset forthintheCharter.

“Code”shallmeantheInternalRevenueCodeof 1986,asamended.

“CommonShares”shallhavethemeaningsetforthintheCharter.

“Company”shallhavethemeaningsetforthinthepreambleofthis Agreement.

“CompanyManagementFee”shall havethemeaningsetforthinSection10(a).

“Corporate Governance Guidelines”shall mean thecorporategovernanceguidelinesadoptedbythe Board, as amended from time to time.

“DealerManager” shallhavethemeaningsetforthintheCharter.

“Director”shallmeanamemberofthe Board.

“DistributionFee”shallhavethemeaningsetforthintheCharter. “Distributions” shall have the meaning set forth in the Charter.

“EffectiveDate”shallhavethemeaningsetforthinthepreambleofthisAgreement.

“ExcessAmount”shall havethemeaningsetforthinSection13.

“ExchangeAct”shallhavethemeaningset forthintheCharter.

“ExpenseYear”shallhavethemeaningset forthinSection13.

“GAAP” shall mean generally accepted accounting principles asin effectin the United States of America from time to time.

“GrossProceeds”shallmeantheaggregatepurchasepriceofallSharessoldfortheaccountofthe Company through an Offering, without deduction for Selling Commissions.

“IndependentAppraiser”shall havethemeaningsetforthintheCharter.

“IndependentDirector”shallhavethemeaningsetforthintheCorporateGovernanceGuidelines.

“InitialInvestment”shallhavethemeaningsetforthinSection23.

“InvestmentCompanyAct”shallmeantheInvestmentCompanyActof1940,asamended.

“Investment Guidelines” shall mean the investment guidelines adopted by the Board, as amended from time to time, pursuant to which the Adviser has discretion to acquire and dispose of Investments for the Company without the prior approval of the Board.

“Investments” shall mean any investments by the Company or the Operating Partnership, directly or indirectly, in Property, Real Estate Related Assets or other assets.

“JointVentures”shallhavethemeaningsetforthintheCharter.

“ManagementFee”shall havethemeaningsetforthinSection10(a).

“ManagementFeeShares”shallhavethemeaningsetforthin Section22.

“Mortgage”shallhavethemeaningsetforthintheCharter.

“NAV” shall mean the net asset value of the Company or its Shares, or the Operating Partnership or itsunits, as applicable, calculated pursuant to the Valuation Guidelines.

“NetIncome”shallhavethemeaningsetforthintheCorporateGovernanceGuidelines.

“Offering”shallhavethemeaningsetforthintheCharter.

“OPManagement Fee”shallhavethemeaningsetforthinSection10(a).

“OperatingPartnership”shallhavethemeaningsetforthinthepreambleofthisAgreement.

“Operating Partnership Agreement” shall mean the Limited Partnership Agreement of the OperatingPartnership, as amended from time to time.

“OrganizationandOfferingExpenses”shallhavethemeaningsetforthintheCharter.

“Other Sculptor Accounts” shall mean investment funds, REITs, vehicles, products and/or other similar arrangements advised or managed, directly or indirectly, by Sculptor, whether currently in existence or subsequently established.

“Performance Allocation” shall refer to each of the Performance Allocation, the Class A Performance Allocation, the Class F Performance Allocation, the Class I-S Performance Allocation, Class II PerformanceAllocationandtheClassSIIPerformanceAllocation,ineachcaseasdefinedintheOperating Partnership Agreement, and shall represent a special distribution amount equal to a formula based on the performanceoftheOperatingPartnershipthatthespeciallimitedpartneroftheOperatingPartnershipwill be entitled to receive.

“Person” shall mean an individual, corporation, business trust, estate, trust, partnership, joint venture, limited liability company or other legal entity.

“Property”shallhavethemeaningset forthintheCharter.

“RealEstateRelatedSecurities”shallhavethemeaningsetforthinthe Charter.

“Real Estate Related Assets” shall mean any investments by the Company or the Operating Partnership in Mortgages and Real Estate Related Securities.

“REIT” shallhavethemeaningsetforthinthe Charter.

“Sculptor”shallmeanSculptorCapitalManagement,Inc.

“SecuritiesAct”shallhavethemeaningsetforthintheCharter.

“SellingCommissions”shallhavethemeaningsetforthintheCharter.

“Shares”shallhave themeaningsetforthinthe Charter.

“Stockholders”shallhavethemeaningset forthintheCharter.

“TerminationDate”shallmeanthedateofterminationofthisAgreementorexpirationofthisAgreement in the event this Agreement is not renewed for an additional term.

“TotalOperatingExpenses”shallhavethemeaningsetforthintheCorporateGovernanceGuidelines.

“2%/25%Guidelines”shallhavethemeaningsetforthintheCorporateGovernanceGuidelines.

“ValuationGuidelines”shallmeanthevaluationguidelinesadoptedbytheBoard,asamendedfromtime to time.

2.APPOINTMENT. The Company and the Operating Partnership hereby appoint the Adviser to serve as their investment adviser on the terms and conditions set forth in this Agreement, and the Adviser hereby accepts such appointment. By accepting suchappointment,the Adviser acknowledges that it has a contractual and fiduciary responsibility to the Company and the Stockholders.

3.DUTIES OF THE ADVISER.Subject to the oversight of the Board and the terms and conditions of this Agreement (including the Investment Guidelines) and consistent with the provisions of the Company’s most recent private placement memorandum or prospectus for the Shares, the Charter and Bylaws and the Operating Partnership Agreement, the Adviser will have plenaryauthority with respect to the management of the business and affairs of the Company and the Operating Partnership and will be responsible for implementing the investment strategyof the Companyandthe Operating Partnership. The Adviserwillusecommerciallyreasonableeffortstoperform(orcausetobeperformedthroughoneormore of its Affiliates or third parties) such services and activities relating to the selection of investments and rendering investment advice to the Company and the Operating Partnership as may be appropriate or otherwise mutually agreed from time to time, which may include, without limitation:

(a)serving as an advisor to the Company and the Operating Partnership with respect totheestablishmentandperiodicreviewoftheInvestmentGuidelinesfortheCompany’sandtheOperating Partnership’s investments, financing activities and operations;

(b)sourcing, evaluating and monitoring the Company’s and Operating Partnership’s investment opportunities and executing the acquisition, management, financing and disposition of the Company’sandOperatingPartnership’sassets,inaccordancewiththeCompany’sInvestmentGuidelines, policies and objectives and limitations, subject to oversight by the Board;

(c)with respect to prospective acquisitions, purchases, sales, exchanges or other dispositionsofInvestments,conductingnegotiationsontheCompany’sandOperatingPartnership’sbehalf

with sellers, purchasers, and other counterparties and, if applicable, their respective agents, advisors and representatives, and determining the structure and terms of such transactions;

(d)providingtheCompanywithportfoliomanagementandotherrelatedservices;

(e)serving as the Company’s advisor with respect to decisions regarding any of the Company’sfinancings,hedgingactivitiesorborrowings,including(1)assistingtheCompanyindeveloping criteria for debt and equity financing that is specifically tailored to the Company’s investment objectives, and(2)advisingthe Companywithrespecttoobtaining appropriate financingfortheInvestments(which, in accordance with applicable law and the terms and conditions of this Agreement and the Charter and Bylaws, may include financing by the Adviser or its Affiliates) and (3) negotiating and entering into, on the Company’s and Operating Partnership’s behalf, financing arrangements (including one or more credit facilities), repurchase agreements, interest rate or currency swap agreements, hedging arrangements, foreign exchange transactions, derivative transactions, and other agreements and instruments required or appropriate in connection with the Company’s and Operating Partnership’s activities;

(f)engaging and supervising, on the Company’s and Operating Partnership’s behalf andattheCompany’sandOperatingPartnership’sexpense,independentcontractors,advisors,consultants, attorneys, accountants, administrators, auditors, appraisers, independent valuation agents, escrow agents andotherserviceproviders(whichmayincludeAffiliatesoftheAdviser)thatprovidevariousserviceswith respecttotheCompanyandOperatingPartnership,including,withoutlimitation,managementcompanies, on-sitemanagers,buildingandmaintenancepersonnel,investmentbanking,securitiesbrokerage,mortgage brokerage, credit analysis, risk management services, asset management services, loan servicing, other financial, legal or accounting services, due diligence services, underwriting review services, and all other services (including custody and transfer agent and registrar services) as may be required relating to the Company’s and Operating Partnership’s activities or Investments (or potential Investments);

(g)coordinating and managing operations of any Joint Venture or co-investment interests held by the Company or Operating Partnership and conducting matters with the Joint Venture or co-investment partners;

(h)communicating on the Company’s and Operating Partnership’s behalf with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirementsofanygovernmentalbodiesoragenciesortradingmarketsandtomaintaineffectiverelations with such holders;

(i)advisingtheCompanyinconnectionwithpolicydecisionstobemadebythe

Board;

(j)engagingoneormoresubadvisorswithrespecttothemanagementoftheCompany and Operating Partnership, including, where appropriate, Affiliates of the Adviser;

(k)evaluating and recommending to the Board hedging strategies and engaging in hedging activities on the Company’s and Operating Partnership’s behalf, consistent with the Company’s qualification as a REIT and with the Investment Guidelines;

(l)investing and reinvesting any moneys and securities of the Company and the Operating Partnership (including investing in short-term investments pending investment in other investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s stockholders and partners) and advising the Company as to the Company’s and Operating Partnership’s capital structure and capital raising;

(m)assistingtheCompanyindeterminingvaluations fortheCompany’sPropertyand RealEstateRelatedAssets,calculatingtheClassANAVperShare,ClassAANAVperShare,ClassS

NAVperShare,ClassDNAVperShare,Class INAVperShare,Class FNAV perShare,Class FFNAV perShare,Class ENAVper Share,ClassI-SNAVperShare,ClassIINAVperShareandClassSIINAV per Share in accordance with the Valuation Guidelines;

(n)providing input in connection with the third-party appraisals and valuations obtained pursuant to the Valuation Guidelines;

(o)monitoringtheCompany’sPropertyandRealEstateRelatedAssetsforeventsthat may be expected to have a material impact on the most recent estimated values;

(p)monitoring each third-party expert’s valuation process to ensure that it complies with the Valuation Guidelines;

(q)deliveringto,ormaintainonbehalfof,theCompanycopiesofappraisalsobtained in connection with the investments in any Property;

(r)placing, or arranging for the placement of, orders of Real Estate Related Assets pursuanttotheAdviser’sinvestmentdeterminationsfortheCompanyandtheOperatingPartnershipeither directly with the issuer or with a broker or dealer (including any Affiliated broker or dealer);

(s)advising the Company regarding the Company’s ability to elect REIT status, and thereafter maintenance of the Company’s status as a REIT, and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder;

(t)takingallnecessaryactionstoenabletheCompanyandtheOperatingPartnership to make required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code;

(u)assisting the Company in maintaining the registration of the Shares under federal and state securities laws with respect to any Offering and complying with all federal, state and local regulatory requirements applicable to the Company with respect to any Offering and the Company’s businessactivities(includingtheSarbanes-OxleyActof2002,asamended),including,withrespecttoany Offering, preparing or causing to be prepared (as applicable) the private placement memorandum, prospectus,supplements totheprivate placementmemorandumor prospectus, post-effectiveamendments totheregistrationstatementforanyOfferingandfinancialstatementsrequiredunderapplicableregulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Exchange Act; and

(v)performing such other services from time to time in connection with the management of the Company’s investment activities as the Board shall reasonably request and/or the Adviser shall deem appropriate under the particular circumstances.

4.AUTHORITYOFADVISER.

(a)PursuanttothetermsofthisAgreement(includingtherestrictionsincludedinthis Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board (by virtue of its approval of this Agreement and authorization of theexecutionhereofbytheofficersoftheCompany)herebydelegatestotheAdvisertheauthoritytotake,

or cause to be taken, any and all actions and to execute and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of the Adviser,maybenecessaryoradvisableinconnectionwiththeAdviser’sdutiesdescribedinSection3, includingthemakingofanyInvestmentthatfits within theCompany’sInvestment Guidelines,objectives, policies and limitations and within the discretionary limits and authority as granted to the Adviser from time to time by the Board.

(b)Notwithstanding the foregoing, any Investment that does not fit within the InvestmentGuidelineswillrequirethepriorapprovaloftheBoardoranydulyauthorizedcommitteeofthe Board, as the case may be. Except as otherwise set forth herein, in the Investment Guidelines or in the Charter, any Investment that fits within the Investment Guidelines may be made by the Adviser on the Company’s or the Operating Partnership’s behalf without the prior approval of the Board or any duly authorized committee of the Board.

(c)The prior approval of a majority of the Directors (including, following the commencement of the first Offering, a majority of the Independent Directors) not otherwise interested in the transaction will be required for each transaction to which the Adviser or its Affiliates is a party.

(d)TheBoardwillreviewtheInvestmentGuidelineswithsufficientfrequencyandat least annually and may, at any time upon the giving of notice to the Adviser, amend the Investment Guidelines; provided, however, that such modification or revocation shall be effective upon receipt by the Adviser or such later date as is specified by the Board and included in the notice provided to the Adviser andsuchmodificationorrevocationshallnotbeapplicabletoinvestmenttransactionstowhichtheAdviser hascommittedtheCompanyortheOperatingPartnershippriortothedateofreceiptbytheAdviserofsuch notification, or if later, the effective date of such modification or revocation specified by the Board.

(e)TheAdvisermayretain,forandonbehalf,andatthesolecostandexpense,ofthe Company, such services as the Adviser deems necessary or advisable in connection with the management and operations of the Company, which may include Affiliates of the Adviser; provided, that any such services may only be provided by Affiliates to the extent such services are approved by a majority of the Directors (including, following the commencement of the first Offering, a majority of the Independent Directors) not otherwise interested in such transactions as being fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from non-Affiliated third parties.InperformingitsdutiesunderSection3,theAdvisershallbeentitledtorelyreasonablyonqualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by the Adviser at the Company’s sole cost and expense.

5.BANKANDBROKERAGEACCOUNTS.TheAdvisermayestablishandmaintainone or more bank or brokerage accounts in the name of the Company and the Operating Partnership and any subsidiary thereof and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, consistent with the Adviser’s authority under this Agreement, provided that no funds shall be commingled with the funds of the Adviser; and the Adviser shall from time to time render, upon request by the Board, its audit committeeortheauditorsoftheCompany,appropriateaccountingsofsuchcollectionsandpaymentstothe Board, its audit committee and the auditors of the Company, as applicable.

6.RECORDS; ACCESS. The Adviser shall maintain appropriate records of its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The AdvisershallatallreasonabletimeshaveaccesstothebooksandrecordsoftheCompanyandtheOperating Partnership.

7.LIMITATIONSONACTIVITIES.TheAdvisershallrefrainfromanyactionthat,inits solejudgmentmadeingoodfaith,(i)isnotincompliancewiththeInvestmentGuidelines,(ii)would

adversely and materially affect the qualification of the Company as a REIT under the Code or the Company’s and the Operating Partnership’s status as entities excepted from registration under the InvestmentCompanyAct,or(iii)wouldmateriallyviolateanylaw,ruleorregulationofanygovernmental bodyoragencyhavingjurisdictionovertheCompanyandtheOperatingPartnershiporofanyexchangeon whichthesecuritiesoftheCompanymaybelistedorthatwouldotherwisenotbepermittedbytheCharter, BylawsorOperatingPartnershipAgreement.IftheAdviserisorderedtotakeanyactionbytheBoard,the Adviser shall seek to notify the Board if it is the Adviser’s reasonable judgment that such action would adverselyandmateriallyaffectsuchstatusorviolateanysuchlaw,ruleorregulationortheCharter,Bylaws or Operating Partnership Agreement. Notwithstanding the foregoing, neither the Adviser nor any of its AffiliatesshallbeliabletotheCompany,theOperatingPartnership,theBoard,ortheStockholdersforany actoromissionbytheAdviseroranyofitsAffiliates,exceptasprovidedinSection20ofthisAgreement.

8.OTHERACTIVITIESOFTHEADVISER.

(a)Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind toanyotherPerson,whetherornottheinvestmentobjectivesorpoliciesofanysuchotherPersonaresimilar to those of the Company, including, without limitation, the managing of any Other Sculptor Accounts or the sponsorship of other programs, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers,directorsoremployeesfrombuying,sellingortradinganysecuritiesorcommoditiesfortheirown accounts or for the account of others for whom the Adviser or any of its Affiliates or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for thesolebenefitoftheAdviser(and/oritsAffiliatesoremployees).Whileinformationandrecommendations suppliedtothe Companyshall,inthe Adviser’sreasonableandgoodfaithjudgment,be appropriate under thecircumstancesandinlightoftheinvestmentobjectivesandpoliciesoftheCompany,suchinformation and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other Sculptor Accounts and their investors, as described more fully in Section 8(b)).

(b)The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser advise and manage Other Sculptor Accountsandsponsorotherprogramsandmayinthefuturesponsor,adviseand/ormanageadditionalOther Sculptor Accounts and other programs, (ii) this overlap will from time to time create conflicts of interest and (iii) in certain circumstancesinvestmentopportunities suitable for theCompany will not be presented to the Company. The Adviser shall share information reasonably requested so that the Board can confirm that the allocation of investment opportunities among the Company and Other Sculptor Accounts is consistent with the method described in the private placement memorandum or prospectus and applied fairly to the Company.

(c)In connection with the services of the Adviser hereunder, the Company and the Boardacknowledgeandagreethat(i)aspartofSculptor’sregularbusinesses,personneloftheAdviserand its Affiliates may from time-to-time work on other projects and matters (including with respect to one or moreOtherSculptorAccountsorotherprograms),andthatconflictsmayarisewithrespecttotheallocation of personnel between the Company on the one hand and one or more Other Sculptor Accounts or other programsandtheAdviserandsuchotherAffiliatesontheotherhand,(ii)unlessprohibitedbytheCorporate Governance Guidelines or the Charter, Other Sculptor Accounts may invest, from time to time, in investmentsinwhichtheCompanyalsoinvests(includingatadifferentlevelofanissuer’scapitalstructure

(e.g.,aninvestmentbyanOtherSculptorAccountinadebtormezzanineinterest withrespecttothesame entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while Sculptor and its Affiliates

will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of Other Sculptor Account) in accordance with its prevailing policies and procedures with respect to conflicts resolutionamongOtherSculptor Accounts generally,suchtransactionsare not requiredtobepresentedto the Board or any committee thereof for approval (unless otherwise required by the Charter, Corporate GovernanceGuidelinesorInvestmentGuidelines),andtherecanbenoassurancethatanyconflictswillbe resolved in the Company’s favor, and (iii) the terms and conditions of the governing agreements of such Other Sculptor Accounts (including with respect to the economic, reporting, and other rights afforded to investorsinsuchOtherSculptorAccounts)aremateriallydifferentfromthetermsandconditionsapplicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Sculptor Accounts as a result of an investment in the Company or otherwise.

(d)The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Sculptor, any Other Sculptor Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including, following the commencement of the first Offering, a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition,forany acquisition of Property by the Company from Sculptor, any Other Sculptor AccountsoranyoftheirAffiliates,theCompany’spurchasepricewillbelimitedtothecostoftheProperty to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraisedvalueofthePropertyasdeterminedbyanIndependentAppraiser.Inaddition,theCompanymay enter into Joint Ventures with Other Sculptor Accounts, or with Sculptor, the Adviser, one or more Directors,oranyoftheirrespectiveAffiliates,onlyifamajorityoftheDirectors(including,followingthe commencement of the first Offering, a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or more favorable, terms and conditions as those received by other joint venture partners. The Adviser will seek to resolve such conflicts of interest in a fair and reasonable manner in accordance with its policies and procedures with respect to conflicts resolution among Other Sculptor Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines) and occurring after the commencement of the first Offering.

(e)Fortheavoidanceofdoubt,itisunderstoodthatneithertheCompanynortheBoard has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.

9.DIRECTORS AND OFFICERS. Subject to Section 7 and to restrictions advisable with respecttothe qualificationof the Company as a REIT, directors,managers, officers and employees of the Adviser or an Affiliate of the Adviser or any corporate parent of an Affiliate, may serve as a Director or officer of the Company, except that no director, officer or employee of the Adviser or its Affiliates who alsoisaDirectororofficeroftheCompanyshallreceiveanycompensationfromtheCompanyforserving asaDirectororofficerotherthan(a)reasonablereimbursementfortravelandrelatedexpensesincurredin attending meetings of the Board or (b) as otherwise approved by the Board, including, following the commencementofthefirstOffering,amajorityoftheIndependentDirectors,andnosuchDirectorshallbe

deemedanIndependentDirectorforpurposesofsatisfyingtheDirectorindependencerequirementsetforth in the Charter.

10.MANAGEMENTFEE.

(a)The Company will pay the Adviser a management fee (the “CompanyManagementFee”)equalto0.50%oftheaggregateNAVoftheCompany’sClassFCommonShares,Class FFCommonSharesandClass SIICommonShares,0.75%oftheaggregateNAVoftheCompany’sClass A Common Shares, Class AA Common Shares, Class II Common Shares and Class I-S Common Shares and1.25%oftheaggregateNAVoftheCompany’sClassSCommonShares,ClassDCommonSharesand Class I Common Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, the Distribution Fees, the Performance Allocation or any Distributions payable on the Shares. No Company Management Fee will be paid at any time with respect to Class E Common Shares. TheOperatingPartnershipwillpaytheAdviseramanagementfee(the“OPManagementFee”and,together withtheCompanyManagementFee,the“ManagementFee”)equalto1.25%oftheaggregateNAVofthe Operating Partnership attributable to Operating Partnership units held by unitholders other than the Company. No OPManagement Feewill be paid at any time withrespect to ClassE units oftheOperating Partnership.(TheaboveamountswillbeproratedforanyportionofamonthiftheCompany’sfirstmaterial acquisition occurs after the beginning of a calendar month.) The Adviser shall receive the Management Feesascompensationforservicesrenderedhereunder,monthlyinarrears;providedthatwiththeAdviser’s consent the Company and the Operating Partnership may defer such payments.

(b)TheCompanyManagementFeemaybepaid,attheAdviser’selection,incashor cash equivalent aggregate NAV amounts of Class E Common Shares or Class E units of the Operating Partnership. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregateNAVamountsofClass Eunits oftheOperatingPartnership.IftheAdviserelectstoreceiveany portion of its Management Fee in Class E Common Shares or Class E units of the Operating Partnership, theAdvisermayelecttohavetheCompanyortheOperatingPartnershiprepurchasesuchClassECommon Shares or Class E units of the Operating Partnership from the Adviser at a later date at a repurchase price per Class E Common Share or Class E unit, as applicable, equal to the NAV per Class E Common Share. Class E Common Shares and Class E units of the Operating Partnership obtained by the Adviser will not besubjecttotherepurchaselimits oftheCompany’ssharerepurchaseplanoranyreductionorpenaltyfor an early repurchase. The Operating Partnership will repurchase any such Operating Partnership units for cashunless theBoarddeterminesthatanysuchrepurchaseforcashwouldbeprohibitedbyapplicablelaw or the Charter, in which case such Operating Partnership units will be repurchased for Class E Common Shares with an equivalent aggregate NAV.

(c)In the eventthis Agreement is terminatedor its termexpires withoutrenewal, the Adviser will be entitledto receive its prorated Management Fee throughthe dateof termination. Such pro ration shall takeinto account the numberof days ofany partial calendarmonth orcalendar year for which this Agreement was in effect.

(d)In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company and the Operating Partnership will pay the Adviser the Management Fee from the proceeds of the liquidation.

11.EXPENSES.

(a)Subject to Sections 4(e) and 11(b), the Adviser shall be responsible for the expenses related to any and all personnel of the Adviser who provide investment advisory services to the Company

pursuant to this Agreement (including, without limitation, each of the officers of the Company and any Directors who are also directors, officers or employees of the Adviser or any of its Affiliates) as well as any expenses related to personnel of the Dealer Manager that the Adviserelects to pay, including, withoutlimitation,salaries,bonusandotherwages,payrolltaxesandthecostofemployeebenefitplansof

suchpersonnel,costsofinsurancewithrespecttosuchpersonnelandtravel,meal,lodgingand entertainment expenses related to such personnel(“Adviser Expenses”).

(b)InadditiontothecompensationpaidtotheAdviserpursuanttoSection10hereof, the Company or theOperating Partnership shall pay all of its costs and expenses directly or reimburse the Adviser or its Affiliates for costs and expenses of the Adviser and its Affiliates incurred on behalf of the Company (including, when such costs and expenses are for the benefit of the Company or the Operating PartnershipontheonehandandtheAdviseroritsAffiliatesorOtherSculptorAccountsontheotherhand, the Company’s and the Operating Partnership’s allocable share of such costs and expenses), other than Adviser Expenses. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company or theOperating Partnership are not Adviser Expenses and shallbepaidbytheCompanyortheOperatingPartnershipandshallnotbepaidbytheAdviserorAffiliates of the Adviser:

(i)OrganizationandOfferingExpenses;

(ii)AcquisitionExpenses,subjecttothelimitationssetforthintheCharter;

(iii)fees, costs and expenses in connection with the issuance and transaction costs incident to the trading, settling, disposition and financing of Investments (whether or not consummated), including brokerage commissions, hedging costs, prime brokerage fees, custodial expenses,clearingandsettlement charges, forfeiteddeposits,andother investment costs,feesand expensesactuallyincurredinconnectionwiththepursuit,making,holding,settling,monitoringor disposing ofactual orpotentialinvestments,including,fortheavoidanceof doubt,withrespect to expenses incurred in connection with the pursuit of proposed Investments that are not consummated, those expenses (including the organizational costs of any co-investment vehicle) thatmaybeattributabletoprospectiveco-investorswhensuchexpensesarenotreimbursedbysuch co-investors, including when the Adviser determines it is in the best interests of the Company to not pursue reimbursement from such potential co-investors;

(iv)the actual cost of goods and services used by the Company and obtained from Persons not Affiliated with the Adviser, including fees paid to administrators, consultants, attorneys,technologyprovidersandotherservicesproviders,andbrokeragefeespaidinconnection with the purchase and sale of Investments;

(v)all fees, costs and expensesof legal, tax, accounting,consulting, auditing (including internal audit), finance, administrative, investment banking, capital market, transfer agency,escrowagency,custody,primebrokerage,assetmanagement,propertymanagement,data ortechnologyservicesandothernon-investmentadvisoryservicesrenderedtotheCompanybythe Adviser or its Affiliates in compliance with Section 4(e);

(vi)expenses of managing and operating the Company’s and the Operating Partnership’sProperties,whetherpayabletoanAffiliateoftheAdviseroranon-AffiliatedPerson;

(vii)thecompensationandexpensesoftheDirectors(excludingthosedirectors who are directors, officers or employees of the Adviser) and the cost of liability insurance to indemnify Directors and the Company’s officers

(viii)interest and fees and expenses arising out of borrowings made by the Company, including, but not limited to, costs associated with the establishment and maintenance of any of the Company’s credit facilities, other financing arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s securities offerings;

(ix)expenses connected with communications to holders of the Company’s securities or securities of the Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reportingandotherrequirementsofgovernmentalbodiesoragencies,including,withoutlimitation, all costs of preparing and filing required reports with the SEC, the costs payable by the Company to any transfer agent and registrar, expenses in connection with the listing and/or trading of the Company’ssecuritiesonanyexchange,thefees payablebytheCompanytoanysuchexchangein connectionwithitslisting,costsofpreparing,printingandmailingtheCompany’sannualreportto theStockholdersandproxymaterialswithrespecttoanymeetingoftheStockholdersandanyother reports or related statements;

(x)theCompany’sallocableshareofcostsassociatedwithtechnology-related expenses, including without limitation, any computer software or hardware, electronic equipment orpurchasedinformationtechnologyservicesfromthird-partyvendorsorAffiliatesoftheAdviser, technology service providers and related software/hardware utilized in connection with the Company’s investment and operational activities;

(xi)theCompany’sallocableshareofexpensesincurredbymanagers,officers, personnel and agents of the Adviser for travel on the Company’s behalf and other out-of-pocket expenses incurred by them in connection with the purchase, financing, refinancing, sale or other disposition of an Investment;

(xii)expenses relating to compliance-related matters and regulatory filings relating to the Company’s activities (including, without limitation, expenses relating to the preparationandfilingofFormPF,FormADV,reportstobefiledwiththeU.S.CommodityFutures Trading Commission, reports, disclosures, and/or other regulatory filings of the Adviser and its AffiliatesrelatingtotheCompany’sactivities(includingtheCompany’sproratashareofthecosts of the Adviser and its Affiliates of regulatory expenses that relate to the Company and Other Sculptor Accounts));

(xiii)the costs of any litigation involving the Company or the Operating Partnership or their assets and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Company;

(xiv)alltaxesandlicensefees;

(xv)all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance that the Adviser elects to carry for itself and its personnel;

(xvi)expenses of managing, improving, developing, operating and selling Investments, whether payable to an Affiliate of the Adviser or a non-Affiliated Person;

(xvii)expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board to or on account of holders of the Company’s securities, including, without limitation, in connection with any distribution reinvestment plan;

(xviii)anyjudgmentorsettlementofpendingorthreatenedproceedings(whether civil, criminal or otherwise) against the Company or the Operating Partnership, or against any Director or officer of the Company or in his or her capacity as such for which the Company is required to indemnify such Director or officer by any court or governmental agency;

(xix)expenses incurred in connection with the formation, organization and continuation of any corporation, partnership, Joint Venture or other entity through which the Company’s investments are made or in which any such entity invests; and

(xx)expenses incurred related to industry association memberships or attending industry conferences on behalf of the Company.

(c)The Adviser may, at its option, elect not to seek reimbursement for certain expenses during a given period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.

(d)AnyreimbursementpaymentsowedbytheCompanytotheAdvisermaybeoffset bytheAdviseragainstamountsduetotheCompanyfromtheAdviser.Costandexpensereimbursementto the Adviser shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company.

(e)Notwithstanding the foregoing, the Adviser shall pay for all Organization and Offering Expenses (other than Selling Commissions and Distribution Fees) incurred prior to the first anniversaryofthecommencementofitsfirstOffering.AllOrganizationandOfferingExpensespaidbythe Adviser pursuant to this Section 11(e) shall be reimbursed by the Company to the Adviser in 60 equal monthly installments commencing with the first month following the first anniversary of the commencement of the Company’s first Offering.

12.OTHER SERVICES. Should the Board request that the Adviser or any director, officer or employeethereof renderservicesfortheCompanyandtheOperatingPartnershipotherthansetforthin Section 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Adviser and the Board, and shall not be deemed to be services pursuant to the terms of this Agreement; provided that following the commencement of the first Offering such rates and amounts shall beagreedbytheAdviserandtheIndependentDirectors,subjecttothelimitationscontainedintheCharter.

13.REIMBURSEMENT TO THE ADVISER. Commencing four fiscal quarters after the Company’s acquisition of its first asset, the Company shall not reimburse the Adviser at the end of any fiscal quarter for Total Operating Expenses that in the four consecutive fiscal quarters then ended (the “ExpenseYear”)exceed(the“ExcessAmount”)thegreaterof2.0%ofAverageInvestedAssetsor25.0% of Net Income (the “2%/25% Guidelines”) for such four fiscal quarters unless, (a) if prior to the commencement of the first Offering, the Board determines, or (b) if following the commencement of the first Offering, the Independent Directors determine that such Excess Amount was justified. If the Board does not or the Independent Directors do not, as applicable, approve such Excess Amount as being so justified, the Adviser shall reimburse the Company the amount by which the Total Operating Expenses

exceeded the 2%/25% Guidelines. If the Company has a class of securities registered under the Exchange Act and if the Board determines or Independent Directors determine, as applicable, such Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Adviser, at the direction of theBoardorIndependentDirectors,asapplicable,shallcausesuchfacttobedisclosedtotheStockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the CompanyorbyfilingaCurrentReportonForm8-KwiththeSecuritiesandExchangeCommissionwithin

60daysofsuchquarterend),togetherwithanexplanationofthefactorstheBoardorIndependentDirectors, as applicable, considered in determining that such excess were justified. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

14.NO JOINT VENTURE. The Company and the Operating Partnership, on the one hand, and the Adviser on the other, are not partners or joint venturers with each other, and nothing in this Agreementshallbeconstruedtomakethemsuchpartnersorjointventurersorimposeanyliabilityassuch on either of them.

15.TERM OF AGREEMENT. This Agreement shall continue in force for a period of one yearfrom October21,2026, subjecttoanunlimitednumber ofsuccessiveone-yearrenewals uponmutual consent of the parties.

16.TERMINATION BY THE PARTIES. This Agreement may be terminated (i) at the optionoftheAdviserimmediatelyuponaChangeofControloftheCompanyorOperatingPartnership;(ii) attheoptionoftheAdviserimmediatelyuponamaterialbreachofthis AgreementbytheCompanyorthe Operating Partnership; (iii) immediately by the Company or the Operating Partnership for Cause or upon the bankruptcy of the Adviser; (iv) upon 60 days’ written notice without Cause or penalty by a majority vote of the Board if prior to the commencement of the first Offering, or the Independent Directors if followingthecommencementofthefirstOffering;or(v)upon60days’writtennoticebytheAdviser.The provisions of Sections 18 through 24 survive termination of this Agreement.

17.ASSIGNMENT. This Agreement may be assigned by the Adviser to an Affiliate of the Adviser with the approval of a majority of the Directors (including, following the commencement of the firstOffering,amajority ofthe Independent Directors).TheAdvisermayassignanyrightstoreceivefees or other payments under this Agreement to any Person without obtaining the consent of the Board. This Agreementshall notbeassignedbytheCompanyortheOperatingPartnershipwithouttheapprovalofthe Adviser,exceptinthecaseofanassignmentbytheCompanyortheOperatingPartnershiptoacorporation orotherorganizationwhichisasuccessortoall oftheassets,rightsand obligationsoftheCompanyorthe OperatingPartnership,inwhichcasesuchsuccessororganizationshallbeboundhereunderandbytheterms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change of Control orsaleofall orsubstantiallyalltheassetsoftheCompany or theOperating Partnership, and shall likewise be binding on any successor to the Adviser.Notwithstandingany provision of this Agreement to thecontrary,no“assignment”(asthatterm isdefinedintheU.S.Investment AdvisersActof1940,asamended fromtimetotime)ofthisAgreementshallbemadebytheAdviserwithoutthewrittenconsentofamajority of the Independent Directors.

18.PAYMENTSTOANDDUTIESOFADVISERUPONTERMINATION.

(a)After the Termination Date, the Adviser shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company or the Operating

Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement.

(b)theAdvisershallpromptlyupontermination:

(i)pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement,afterdeductinganyaccruedcompensationandreimbursementforitsexpensestowhich it is then entitled;

(ii)deliver to the Board a full accounting, including a statement showing all paymentscollectedbyitandastatementofallmoneyheldbyit,coveringtheperiodfollowingthe date of the last accounting furnished to the Board;

(iii)deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Adviser; and

(iv)cooperatewith,andtakeallreasonableactionsrequestedby,theCompany and Board in making an orderly transition of the advisory function.

19.INDEMNIFICATION    BY    THE    COMPANY    AND    THE    OPERATING

PARTNERSHIP. The Company and the Operating Partnership shall indemnify and hold harmless the Adviser and its Affiliates, including their respective officers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the fullest extent possible without such indemnification being inconsistent with the laws of the State of Maryland or the Charter.

20.INDEMNIFICATION BY ADVISER. The Adviser shall indemnify and hold harmless theCompanyandtheOperatingPartnershipfromcontractorotherliability,claims,damages,taxesorlosses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Adviser’s bad faith, fraud, willful misconduct, gross negligence or reckless disregard of its duties under thisAgreement;provided,however,thattheAdvisershallnotbeheldresponsibleforanyactionorinaction of the Board in following or declining to follow any advice or recommendation given by the Adviser.

21.NON-SOLICITATION. During the term of this Agreement and in the event of a termination without Cause of this Agreement by the Company pursuant to Section 16(iv) hereof, for two

(2)yearsaftertheTerminationDate,theCompanyshallnot,withouttheconsentoftheAdviser,employor otherwiseretainanyemployeeoftheAdviseroranyofitsAffiliatesoranypersonwhohasbeenemployed bytheAdviseroranyofitsAffiliatesatanytimewithinthetwo(2)yearperiodimmediatelyprecedingthe date on which such person commences employment with or is otherwise retained by the Company. The Company acknowledges and agrees that, in addition to any damages, the Adviser may be entitled to equitable relief for any violation of this Section 21 by the Company, including, without limitation, injunctive relief.

22.REGISTRATION RIGHTS. With respect to any Class E Common Shares paid as a CompanyManagementFee(orreceiveduponconversionofClassEunitsoftheOperatingPartnershippaid as a Company Management Fee or OP Management Fee) (collectively, the “Management Fee Shares”), within six months after a listing on a national securities exchange of any class of Common Shares, the Adviserandthe Companycovenant andagreetonegotiateingoodfaithandenterintoaregistrationrights

agreementfortheManagementFeeShareswithtermsmutuallyagreeabletotheAdviserandtheCompany. Such registration rights agreement shall be in customary form for agreements of this type entered into by REITs with institutional investors prior to an initial public offering and will provide for: (a) a long-form “demand”registrationrightexercisableoncebytheAdviser;(b)“shelf”registrationrightssolongasForm S-3isavailabletotheCompany;(c)“piggy-back”registrationrights;and(d)intheeventof“underwriters’ cut-backs”inrelationtoademandregistration,ashelfregistrationoranypiggybackregistration,theability of the Company to reduce the number of Management Fee Shares to be registeredon a pro rata basis with otherregisteringstockholders.IfaclassofREITSharesotherthanManagementFeeSharesarelisted,such registration rights agreement shall provide for conversion of Management Fee Shares to the class of CommonShareswhicharelistedbasedontherelativenetassetvaluepershare,determinedonaconsistent basis, and the registration rights above shall apply to the Common Shares received upon such conversion of Management Fee Shares.

23.INITIALINVESTMENT. TheAdviseroroneofitsAffiliateshascontributed$200,000 (the “Initial Investment”) in exchange for the issuance of Shares of the Company. The Adviser or its Affiliatesmaynotsell anyoftheSharespurchasedwiththeInitial InvestmentwhiletheAdviseractsinan advisory capacity to the Company. The restrictions included aboveshall not apply to any Shares acquired by the Adviser or its Affiliates other than the Shares acquired through the Initial Investment. Neither the Adviser nor its Affiliates shall vote any Shares they now own, or hereafter acquire, or consent that such Shares be voted, on matters submitted to the Stockholders regarding (i) the removal of Sculptor Advisors LLC as the Adviser; (ii) the removal of any member of the Board who is an Affiliate of Sculptor; or (iii) any transaction by and between the Company and the Adviser, a member of the Board or any of their Affiliates.

24.MISCELLANEOUS.

(a)Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Charter, the Bylaws, or accepted by the party to whom it is given, and shall be given by being delivered by hand, by courier or overnight carrier, by registered or certified mail, byelectronicmail orpostedonapasswordprotectedwebsitemaintainedbytheAdviserandforwhichthe Company has received access instructions by electronic mail, when posted, using the contact information set forth herein:

TheCompany:    SculptorDiversifiedRealEstateIncomeTrust,Inc.

9West57thStreet,40thFloor NewYork,NewYork10019 Attention: Steven Orbuch

Email: steven.orbuch@sculptor.com

withrequiredcopiesto:    DLAPiperLLP(US)

4141 Parklake Avenue, Suite 300 Raleigh,NorthCarolina27612-2350 Attention: Robert H. Bergdolt

Email: robert.bergdolt@us.dlapiper.com

The Adviser:    SculptorAdvisorsLLC

9West57thStreet,40thFloor New York, NY 10019 Attention: General Counsel

Email: Julie.Siegel@sculptor.com

withrequiredcopiesto:    Ropes& GrayLLP

191NorthWackerDrive,32ndFloor Chicago, IL 60606

Attention:JasonKolman

Email: Jason.Kolman@ropesgray.com

Anypartymayatanytimegivenoticeinwritingtotheotherpartiesofachangeinitsaddressforthe purposes of this Section 24(a).

(b)Modification. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.

(c)Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(d)Governing Law; Exclusive Jurisdiction; Jury Trial. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and theFederalcourtsoftheUnitedStatesofAmericalocatedinBoroughofManhattan,NewYorkforpurposes of any suit, action or other proceeding arising from this Agreement, and hereby waive, and agree not to assert,asadefenseinanyaction,suitorproceedingfortheinterpretationorenforcementhereoforthereof, thatitisnotsubjecttheretoorthatsuchaction,suitorproceedingmaynotbebroughtorisnotmaintainable insuchcourtsorthatthevenuethereofmaynotbeappropriateorthatthisAgreementoranysuchdocument may not be enforced in or by such courts. Each of the parties hereby consent to and grant any such court jurisdictionoverthepersonofsuchpartiesandoverthesubjectmatterofanysuchdispute.EACHOFTHE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(e)Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior andcontemporaneousagreements,understandings,inducementsandconditions,expressorimplied,oralor written,ofanynaturewhatsoeverwithrespecttothesubjectmatterhereof.Theexpresstermshereofcontrol and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

(f)Indulgences,NotWaivers.Neitherthefailurenoranydelayonthepartofaparty to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, norshallanysingleorpartialexerciseofanyright,remedy,powerorprivilegeprecludeanyotherorfurther exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy,powerorprivilegewithrespect toanyoccurrencebeconstruedas awaiverofsuchright,remedy, powerorprivilegewithrespecttoanyotheroccurrence.Nowaivershallbeeffectiveunlessitisinwriting and is signed by the party asserted to have granted such waiver.

(g)Gender; Number. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

(h)Headings. The titles and headings of Sections and Subsections contained in this Agreementareforconvenienceonly,andtheyneitherformapartofthisAgreementnoraretheytobeused in the construction or interpretation hereof.

(i)Execution in Counterparts. This Agreement may be executed in any number of counterparts,eachofwhichshallbedeemedtobeanoriginalasagainstanypartywhosesignatureappears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

* * * *

IN WITNESS WHEREOF, the parties hereto have executed this Eighth Amended and Restated Advisory Agreement as of the date and year first above written.

(SignaturepagetoEighthAmendedandRestatedAdvisoryAgreement)