Whwel Real Estate Lp Sample Contracts

R E C I T A L S
Warrant Agreement • June 7th, 1999 • Whwel Real Estate Lp • Real estate investment trusts • New York
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ARTICLE 1 DEFINITIONS
Registration Rights Agreement • June 7th, 1999 • Whwel Real Estate Lp • Real estate investment trusts • New York
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AGREEMENT TERMINATING THE RIGHT OF FIRST OFFER LETTER AGREEMENT This AGREEMENT TERMINATING THE RIGHT OF FIRST OFFER LETTER AGREEMENT is dated as of December 21, 2000 (this "Agreement"), by and among WHWEL Real Estate Limited Partnership, a Delaware...
Termination Agreement • December 22nd, 2000 • Whwel Real Estate Lp • Real estate investment trusts • New York

This AGREEMENT TERMINATING THE RIGHT OF FIRST OFFER LETTER AGREEMENT is dated as of December 21, 2000 (this "Agreement"), by and among WHWEL Real Estate Limited Partnership, a Delaware limited partnership ("WHWEL"), WXI/WWG Realty, L.L.C., a Delaware limited liability company ("WWG Realty"), W/W Group Holdings, L.L.C., a Delaware limited liability company ("W/W Group"), Wellsford Commercial Properties Trust, a Maryland real estate investment trust ("WCPT"), and Wellsford Real Properties, Inc., a Maryland corporation ("WRP").

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ARTICLE 1 DEFINITIONS
Warrant Agreement • June 7th, 1999 • Whwel Real Estate Lp • Real estate investment trusts • New York
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FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WELLSFORD/WHITEHALL GROUP, L.L.C.
Limited Liability Company Operating Agreement • December 22nd, 2000 • Whwel Real Estate Lp • Real estate investment trusts • Delaware
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WARRANT SALE AGREEMENT
Warrant Sale Agreement • December 22nd, 2000 • Whwel Real Estate Lp • Real estate investment trusts • New York
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OF
Operating Agreement • June 7th, 1999 • Whwel Real Estate Lp • Real estate investment trusts • Delaware
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MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • October 26th, 2000 • Whwel Real Estate Lp • Real estate investment trusts

This Memorandum of Understanding (“MOU”) is entered into among Wellsford Real Properties, Inc. (“WRP”), Wellsford Commercial Properties Trust (“WCPT”), WHWEL Real Estate Limited Partnership (“WHWEL”), WXI/WWG Realty, L.L.C. (“Whitehall XI”) and W/W Group Holdings, L.L.C. (“Holding Co.”) this 25th day of October 2000 for the purpose of setting forth the understanding of the parties hereto with respect to (i) certain modifications to be made to the Limited Liability Company Operating Agreement (the “Operating Agreement”) of Wellsford/Whitehall Group, L.L.C. (the “Company”) and (ii) certain additional agreements to be entered into among the parties relating to the Company, its assets and its business and to WCPT and its personnel. All capitalized terms used but not defined herein have the meanings set forth in the Operating Agreement.

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OF
Operating Agreement • September 30th, 1997 • Whwel Real Estate Lp • Real estate investment trusts • Delaware
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