Item 1.01 Entry into a Material Definitive Agreement.



On June 16, 2022, Creative Media & Community Trust Corporation (the "Company")
entered into a Third Amended and Restated Dealer Manager Agreement (the
"Agreement") with CIM Service Provider, LLC and CCO Capital, LLC (the "Dealer
Manager"), pursuant to which the Dealer Manager has agreed to serve as the
exclusive dealer manager for the Company's offering (the "Offering") of a
maximum of $692,312,129, on an aggregate basis, of Series A1 Preferred Stock,
par value $0.001 per share, of the Company (the "Series A1 Preferred Stock").
Pursuant to the Agreement, the Dealer Manager will not, and will instruct all
soliciting dealers not to, solicit or make any offers for the sale of shares of
Series A Preferred Stock, par value $0.001 per share, of the Company (the
"Series A Preferred Stock") and Series D Preferred Stock, par value $0.001 per
share, of the Company (the "Series D Preferred Stock"). The Company offered
shares of the Series A Preferred Stock and Series D Preferred Stock in a prior
offering that commenced on January 28, 2020 (the "Prior Offering"), which Prior
Offering will be replaced by the Offering.

The Agreement requires the Dealer Manager to use its reasonable best efforts to
sell the shares of Series A1 Preferred Stock offered in the Offering. Subject to
the terms, conditions and limitations described in the Agreement, the Company
will pay to the Dealer Manager in connection with the Offering (1) a dealer
manager fee of up to 3.00% of the aggregate selling price of the Series A1
Preferred Stock sold in the Offering and (2) selling commissions of up to 7.00%
of the aggregate selling price of the Series A1 Preferred Stock sold in the
Offering. The Dealer Manager reallows the full selling commission and, in its
sole discretion, may reallow to another broker-dealer authorized by the Dealer
Manager to sell shares in the Offering a portion of the dealer manager fee
earned by the Dealer Manager in respect of shares sold by such broker-dealer.

The Dealer Manager is a registered broker dealer and an affiliate of the Company
that is under common control with CIM Capital, LLC, an affiliate of CIM Group,
L.P. that, through its four wholly-owned subsidiaries (CIM Capital Securities
Management, LLC, a securities manager, CIM Capital RE Debt Management, LLC, a
debt manager, CIM Capital Controlled Company Management, LLC, a controlled
company manager, and CIM Capital Real Property Management, LLC, a real property
manager) provides certain services to CIM Urban Partners, L.P., a wholly-owned
subsidiary of the Company, pursuant to an investment management agreement, and
CIM Service Provider, LLC, an affiliate of CIM Group, L.P. that provides, or
arranges for other service providers to provide, management and administration
services to the Company and all of its direct and indirect subsidiaries pursuant
to a master services agreement.

The description of the Agreement is only a summary and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached to this Form 8-K as Exhibit 1.1, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On June 16, 2022, the Company filed with the State Department of Assessments and
Taxation of Maryland an articles supplementary to the charter of the Company
setting forth the terms of the Series A1 Preferred Stock (the "Series A1
Articles Supplementary").

The Series A1 Articles Supplementary classify and designate 23,000,000 shares of
authorized but unissued preferred stock, $0.001 par value per share, of the
Company and reclassify and designate 5,000,000 shares of authorized but unissued
Series D Preferred Stock as the shares of Series A1 Preferred Stock. Each share
of Series A1 Preferred Stock has an initial stated value of $25.00 per share
(the "Series A1 Stated Value").

Subject to the preferential rights of the holders of any class or series of
capital stock of the Company ranking senior to the Series A1 Preferred Stock, if
any such class or series of stock is authorized in the future, the holders of
Series A1 Preferred Stock are entitled to receive, if, as and when authorized by
the Company's board of directors (the "Board of Directors") and declared by the
Company out of legally available funds, cumulative cash dividends on each share
of Series A1 Preferred Stock at a quarterly rate of the greater of (i) six
percent (6.00%) of the Series A1 Stated Value, divided by four (4) and (ii) the
Federal Funds (Effective) Rate on the dividend determination date (as defined
below), plus two and fifty hundredths of a percent (2.50%) of the Series A1
Stated Value, divided by four (4), up to a maximum of two and fifty hundredths
of a percent (2.50%) of the Series A1 Stated Value per quarter (the "Series A1
Dividend"), as determined on each applicable dividend determination date.

Whether the Series A1 Dividend for any given calendar quarter falls under (i) or
(ii) will be determined by the Company as of the dividend determination date for
such quarter. For any such quarter and the corresponding dividend

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determination date, the Federal Funds (Effective) Rate for such quarter and
corresponding dividend determination date will be the rate for the business day
immediately preceding such dividend determination date as published on the
dividend determination date in the Selected Interest Rates (Daily)-H.15 release
of the Board of Governors of the Federal Reserve System, available at
www.federalreserve.gov/releases/h15/update, or any successor site or publication
(the "H.15 Daily Update") under the heading "Federal Funds (Effective)." If such
rate is not published in H.15 Daily Update by 5:00 p.m., New York City time, on
the dividend determination date, the Federal Funds (Effective) Rate for such
dividend determination date will be the Federal Funds (Effective) Rate as
published for the first preceding New York banking day for which the Federal
Funds (Effective) Rate can be determined in accordance with the immediately
preceding sentence of this paragraph.

For purposes of this discussion of determination of the Series A1 Dividend, (i)
the "dividend determination date" for any given calendar quarter means the first
business day of the month immediately preceding such quarter, (ii) "quarter" and
"calendar quarter" means a period of three calendar months ending on March 31,
June 30, September 30, or December 31, (iii) "dividend period" means each
calendar quarter and (iv) "business day" means any day, other than Saturday,
Sunday, or a day on which banking institutions in the State of New York are
authorized or obligated by law to close, or a day which is or is declared a
national or a New York state holiday.

The Series A1 Dividend for the second calendar quarter of 2022 will be
determined at a quarterly rate of six percent (6.00%) of the Series A1 Stated
Value, divided by four (4), and the Company expects that the Series A1 Dividend
for the third calendar quarter of 2022 will be determined using the same such
rate.

The Series A1 Dividend is cumulative from the date of issuance of a given share
of Series A1 Preferred Stock. The Series A1 Dividend accrues and is paid on the
basis of a 360-day year consisting of twelve 30-day months. The Series A1
Dividend is payable quarterly on the fifteenth day of the month following the
quarter for which a given dividend was declared or, if not a business day, the
next succeeding business day; provided, however, the Board of Directors (or an
authorized officer of the Company, if one is delegated such power by the Board
of Directors) may, from time to time in its sole discretion, elect to pay the
Series A1 Dividend on a day other than the fifteenth day of the month or more or
less frequently than monthly (but no less frequently than quarterly). For the
avoidance of doubt, no such adjustment to the frequency with which Series A1
Dividend is actually paid by the Company has or will have any effect on the
amount of dividends holders of Series A1 Preferred Stock are entitled to
receive.

Subject to limitations described in the Series A1 Articles Supplementary, shares
of Series A1 Preferred Stock may be redeemed at the option of the holder thereof
at any time. Upon such redemption by a holder, the holder will receive any
accrued and unpaid dividends on such redeemed shares plus a redemption price per
share of Series A1 Preferred Stock payable by the Company equal to (1) 91% of
the Series A1 Stated Value for any redemption prior to the first anniversary of
the date of issuance, (2) 92% of the Series A1 Stated Value for any redemption
on or after the first anniversary, but prior to the second anniversary, of the
date of issuance, (3) 93% of the Series A1 Stated Value for any redemption on or
after the second anniversary, but prior to the third anniversary, of the date of
issuance, (4) 94% of the Series A1 Stated Value for any redemption on or after
the third anniversary, but prior to the fourth anniversary, of the date of
issuance, (5) 95% of the Series A1 Stated Value for any redemption on or after
the fourth anniversary, but prior to the fifth anniversary, of the date of
issuance and (6) 100% of the Series A1 Stated Value for any redemption on or
after the fifth anniversary of the date of issuance.

In addition, from and after the date that is twenty-four months following the
date of issuance of any shares of Series A1 Preferred Stock, the Company has the
right (but not the obligation) to redeem such shares at 100% of the Series A1
Stated Value, plus any accrued but unpaid Series A1 Dividends thereon.

The redemption price payable by the Company will be paid at the election of the
Company, in its sole discretion, in cash or in equal value through the issuance
of shares of common stock, par value $0.001 per share, of the Company (the
"Common Stock"), with such value of the Common Stock to be determined based on
the volume-weighted average price of the Common Stock for the 20 trading days
prior to the redemption. The redemption price will be paid by the Company on a
date selected by the Company that is no later than 60 days after notice is
received by the Company.

The Series A1 Preferred Stock ranks, with respect to dividend rights: (1) senior
to the Series L Preferred Stock, par value $0.001 per share, of the Company (the
"Series L Preferred Stock"), Common Stock and any other class or series of
capital stock of the Company, the terms of which expressly provide that the
Series A1 Preferred Stock ranks senior to such class or series as to dividend
rights; (2) on parity with the Series A Preferred Stock and Series D Preferred
Stock, and any other class or series of capital stock of the Company, including
capital stock issued in the future, the terms of which expressly provide that
such class or series ranks on parity with the Series A1 Preferred Stock as to
dividend rights; (3) junior to any class or series of capital stock of the
Company, including capital stock issued in the future, the terms of which
expressly provide that such class

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or series ranks senior to the Series A1 Preferred Stock as to dividend rights; and (4) junior to all existing and future debt obligations of the Company.



The Series A1 Preferred Stock ranks, with respect to rights upon the
liquidation, winding-up or dissolution of the Company: (1) senior to the Series
L Preferred Stock (except as described below), Common Stock and any other class
or series of capital stock of the Company, the terms of which expressly provide
that the Series A1 Preferred Stock ranks senior to such class or series as to
rights upon the liquidation, winding-up or dissolution of the Company; (2) on
. . .


Item 8.01 Other Events.

The Company filed with the U.S. Securities and Exchange Commission (the "SEC") a
prospectus supplement, dated June 10, 2022 (the "Prospectus Supplement"), to the
shelf registration statement on Form S-3 (Reg. No. 333-233255), declared
effective by the SEC on November 27, 2019, pursuant to which the Company will
conduct the Offering.

The Dealer Manager may solicit securities dealers to solicit subscriptions for the shares of Series A1 Preferred Stock, which securities dealers shall be subject to the terms of Soliciting Dealer Agreements, a form of which is attached to this Form 8-K as Exhibit 1.2.

Venable LLP, counsel to the Company, has issued a legal opinion relating to the
validity of the shares offered in the Offering, a copy of which is attached to
this Form 8-K as Exhibit 5.1.

Sullivan & Cromwell LLP, counsel to the Company, has issued a legal opinion
relating to certain federal income tax consequences of the Offering described in
the section of the Prospectus Supplement captioned "Material U.S. Federal Income
Tax Consequences", a copy of which is attached to this Form 8-K as Exhibit 8.1.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

  Exhibit Number                                      Exhibit Description

                           Third Amended and Restated Dealer Manager

Agreement, dated as of June 16,


                         2022, by and among Creative Media & Community

Trust Corporation, CIM Service


               1.1       Provider, LLC and CCO Capital, LLC.
               1.2         Form of Soliciting Dealer Agreement.
                           Articles Supplementary to the Articles of

Amendment and Restatement of

Creative Media & Community Trust Corporation,

designating the Series A1


               3.1       Preferred Stock.
               5.1         Opinion of Venable LLP.
               8.1         Opinion of Sullivan & Cromwell LLP.
              23.1       Consent of Venable LLP (included in Exhibit 5.1).
              23.2       Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1).
               104       Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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