LIMITED PARTNERSHIP AGREEMENT OF TALON OP, L.P. a Minnesota limited partnership dated as of June 7, 2013Limited Partnership Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
THIS LIMITED PARTNERSHIP AGREEMENT OF TALON OP, L.P., dated as of June 7, 2013, is made and entered into by and among GUIDE HOLDINGS, INC., a Utah corporation, as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners as of the date of this Agreement, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
TALON REAL ESTATE HOLDING CORP. AND PURCHASERS COMMON STOCK PURCHASE AGREEMENT DECEMBER 30, 2013Common Stock Purchase Agreement • December 30th, 2013 • Talon Real Estate Holding Corp. • Real estate investment trusts • Minnesota
This Common Stock Purchase Agreement (this “Agreement”) is made as of December 30, 2013 by and between TALON REAL ESTATE HOLDING CORP., a Utah corporation with its principal office at 5500 Wayzata Boulevard, Suite 1070, Minneapolis, MN 55416 (the “Company”), and those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a “Purchaser”, and collectively, the “Purchasers”).
CONTRIBUTION AGREEMENTContribution Agreement • September 12th, 2018 • Talon Real Estate Holding Corp. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of this August __ 2018, (the “Contract Date”), by and between FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP LP, a Delaware Limited Partnership (“Contributor”), and TALON OP, L.P., a Minnesota limited partnership (“Acquiror”).
CONTRIBUTION AGREEMENTContribution Agreement • June 3rd, 2014 • Talon Real Estate Holding Corp. • Real estate investment trusts • Minnesota
THIS CONTRIBUTION AGREEMENT is made and entered into as of this May 29, 2014 (the “Contract Date”), by and between BREN ROAD, L.L.C., a Delaware limited liability company (“Contributor”), and TALON OP, L.P., a Minnesota limited partnership (“Acquiror”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 13th, 2016 • Talon Real Estate Holding Corp. • Real estate investment trusts • Delaware
This Purchase and Sale Agreement (this “Agreement”), dated as of January 11, 2016 (the “Effective Date”), is made by and among LSOP 3 JOINT VENTURE, LLC, a Delaware limited liability company (“REIT Seller”) and LSOP 3C II, LLC, a Delaware limited liability company (“C-Corp Seller” and together with REIT Seller, each a “Seller” and collectively, the “Sellers”), and TALON OP, LP, a Minnesota limited partnership (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective the 7th day of June, 2013 (the “Effective Date”) by and between MG Kaminski, a resident of the State of Minnesota (“Employee”), and Talon OP, L.P., a Minnesota limited partnership having its principal office at 5500 Wayzata Boulevard Suite 1070, Minneapolis, MN 55416 (the “Company”).
CONTRIBUTION AGREEMENTContribution Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
THIS CONTRIBUTION AGREEMENT (this “Agreement”) dated as of June 7, 2013, is made by and between Talon Real Estate, LLC, a Minnesota limited liability company (the “Company”), and the parties listed on Schedule A (such parties referred to herein collectively as the “Contributors” and individually as a “Contributor”). Capitalized and other defined terms shall have the meaning ascribed to them in Section 5, unless such terms are defined elsewhere in this Agreement.
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENTMortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • July 9th, 2014 • Talon Real Estate Holding Corp. • Real estate investment trusts • New York
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as the same may be amended, restated, supplemented, or otherwise modified from time to time, this “Security Instrument”) is made as of the 2nd day of July, 2014, by TALON FIRST TRUST, LLC, a Delaware limited liability company, having its principal place of business at c/o Talon Real Estate Holding Corp., 5500 Wayzata Blvd, Suite 1070, Minneapolis, Minnesota 55416, as mortgagor (“Borrower”), to RCC REAL ESTATE, INC., a Delaware corporation, having an address at 712 Fifth Avenue, New York, New York 10019, as mortgagee, and its successors and assigns (collectively, “Lender”).
LOAN AGREEMENTLoan Agreement • June 3rd, 2014 • Talon Real Estate Holding Corp. • Real estate investment trusts • Minnesota
THIS LOAN AGREEMENT (this “Agreement”), dated as of May 29, 2014, is made and entered into by and between BREN ROAD, L.L.C., a Delaware limited liability company (the “Borrower”) and BELL STATE BANK & TRUST, a North Dakota banking corporation (the “Lender”).
TALON REAL ESTATE HOLDING CORP. Non-Statutory Stock Option AgreementNon-Statutory Stock Option Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
Talon Real Estate Holding Corp. (the “Company”), pursuant to its 2013 Equity Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock (“Stock”) shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
SUBSCRIPTION AGREEMENT June 7, 2013Subscription Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing
The undersigned hereby subscribes for, and agrees to purchase, 1 partnership unit in Talon OP, L.P., a Minnesota limited partnership (the “Company”), representing an aggregate capital commitment to the Company of 0.01 Dollars ($0.01) (the “Units”).
AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN HOOPESTON I, L.L.C. AND BROADMOOR PLACE ASSOCIATES, LLC AS TENANTS IN COMMON AS SELLER, AND TALON OP, LP AS PURCHASERPurchase and Sale Agreement • January 29th, 2015 • Talon Real Estate Holding Corp. • Real estate investment trusts
MORTGAGE AND SECURITY AGREEMENT ANDMortgage and Security Agreement • July 9th, 2014 • Talon Real Estate Holding Corp. • Real estate investment trusts
THIS MORTGAGE AND SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT (hereinafter referred to as “Mortgage”), made and given this 2nd day of July, 2014, by Talon Bren Road, LLC, a Delaware limited liability company (“Mortgagor”), whose address is 5500 Wayzata Blvd, Suite 1070, Minneapolis, MN 55416, to Jackson I, LLC, a Minnesota limited liability company, and its successors and assigns (“Mortgagee”), whose post office address is 510 - 1st Avenue N., #600, Minneapolis, MN 55403. Pursuant to the provisions of Minnesota Statutes, Chapter 287, the maximum principal indebtedness secured hereby is in the amount of $1,140,000.00.
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENTAssignment and Assumption Agreement • June 3rd, 2014 • Talon Real Estate Holding Corp. • Real estate investment trusts • Minnesota
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT (this “Agreement”) is dated as of May 29, 2014 by BREN ROAD, L.L.C., a Delaware limited liability company (the “Original Borrower”), TALON BREN ROAD, LLC, a Delaware limited liability company (“Borrower”) and BELL STATE BANK & TRUST, a North Dakota banking corporation (the “Lender”).
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 2nd, 2014 • Talon Real Estate Holding Corp. • Real estate investment trusts • Minnesota
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is made effective as of September 25, 2014, by and among Jackson I, LLC, a Minnesota limited liability company, 4330 LLC, a Minnesota limited liability company, 3014-20, LLC, a Minnesota limited liability company, Fairfield Apartments, LLC, a Minnesota limited liability company, Lakes Area Properties, LLC, a Minnesota limited liability company, and their successors and assigns (collectively, the “Lender”), and Talon Bren Road, LLC, a Delaware limited liability company (individually and collectively, the “Borrower”).
RESERVE AND SECURITY AGREEMENT BETWEENReserve and Security Agreement • July 9th, 2014 • Talon Real Estate Holding Corp. • Real estate investment trusts • New York
THIS RESERVE AND SECURITY AGREEMENT (“Agreement”) is made as of the 2nd day of July, 2014, by TALON FIRST TRUST, LLC, a Delaware limited liability company, having its principal place of business at c/o Talon Real Estate Holding Corp., 5500 Wayzata Blvd, Suite 1070, Minneapolis, Minnesota 55416 (“Borrower”), and RCC REAL ESTATE, INC., a Delaware corporation, having an address at 712 Fifth Avenue, New York, New York 10019, and its successors and assigns (collectively, “Lender”).
PLAN AND AGREEMENT OF REORGANIZATIONReorganization Agreement • March 11th, 2011 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Utah
THIS PLAN AND AGREEMENT OF REORGANIZATION (the “Agreement”) is made this 11th day of October, 2007, among Guide Holdings, Inc., a Utah corporation (“GHI”); Kim McReynolds, the sole stockholder of GHI (the “GHI Stockholder”); The Guidebook Company, Inc., a Utah corporation (“GBC”); and The Guidebook Company, Inc. stockholders (the “GBC Stockholders”), all of whom are listed on Exhibit A hereto and who execute and deliver a copy of this Agreement. The foregoing are sometimes collectively referred to as the “Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • July 9th, 2014 • Talon Real Estate Holding Corp. • Real estate investment trusts • Minnesota
THIS CONTRIBUTION AGREEMENT is made and entered into as of this July 2, 2014, (the “Contract Date”), by and among each Contributor identified on EXHIBIT A (collectively, jointly and severally, “Contributor”, and referred to individually as “each Contributor” or “a Contributor”), each other party reflected on the signature page hereto under “Contributor and the Other Unit Recipients”, and TALON OP, L.P., a Minnesota limited partnership (“Acquiror” or “Talon OP”).
CONTRIBUTION AGREEMENTContribution Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
THIS CONTRIBUTION AGREEMENT (this “Agreement”) dated as of June 7, 2013, is made by and between Guide Holdings, Inc., a Utah corporation (the “Company”), and the parties listed on Schedule A (such parties referred to herein collectively as the “Contributors” and individually as a “Contributor”). Capitalized and other defined terms shall have the meaning ascribed to them in Section 5, unless such terms are defined elsewhere in this Agreement.
GUARANTY AGREEMENTGuaranty Agreement • February 13th, 2015 • Talon Real Estate Holding Corp. • Real estate investment trusts • New York
This Guaranty Agreement (“Guaranty”) dated January 30, 2015 is made effective as of February 10, 2015, from the undersigned TALON REAL ESTATE HOLDING CORP., a Utah corporation, having a principal office or place of business at 5500 Wayzata Blvd., Suite 1070, Minneapolis, MN 55416 (the “Guarantor”) to US INCOME PARTNERS, LLC, having a mailing address of 3445 Winton Place, Suite 228, Rochester, NY 14623 (“Lender”).
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTSMortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement • June 3rd, 2014 • Talon Real Estate Holding Corp. • Real estate investment trusts • Minnesota
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FINANCING STATEMENT (this “Mortgage”) is made as of May 29, 2014 by BREN ROAD, L.L.C., a Delaware limited liability company (the “Mortgagor”), having its principal offices at 10301 Bren Road West, Minnetonka, MN 55343, in favor of BELL STATE BANK & TRUST, a North Dakota banking corporation (the “Lender”), having an office at 5500 Wayzata Boulevard Minneapolis, MN 55416.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
This Stock Purchase Agreement (the “Agreement”) is made effective as of June 7, 2013, by and between Guide Holdings, Inc., a Utah corporation (the “Seller”), The Guidebook Company, Inc., a Utah corporation (the “Company”) and Kim McReynolds (the “Buyer”). The Buyer and the Seller are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”
First Amendment to Contribution AgreementContribution Agreement • November 14th, 2013 • Talon Real Estate Holding Corp. • Real estate investment trusts
This document amends that certain Contribution Agreement (the “Agreement”) among Talon Real Estate Holding Corp., a Utah corporation previously known as Guide Holdings, Inc. (the “Company”), First Tracks LLC and the parties listed on Schedule A, dated as of June 7, 2013. Pursuant to Section 6.4 of the Agreement, the undersigned hereby replace Schedule A to the Agreement with Schedule A attached hereto.
PLAN AND AGREEMENT OF REORGANIZATIONPlan and Agreement of Reorganization • March 26th, 2010 • Guide Holdings Inc • Utah
THIS PLAN AND AGREEMENT OF REORGANIZATION (the “Agreement”) is made this 11th day of October, 2007, among Guide Holdings, Inc., a Utah corporation (“GHI”); Kim McReynolds, the sole stockholder of GHI (the “GHI Stockholder”); The Guidebook Company, Inc., a Utah corporation (“GBC”); and The Guidebook Company, Inc. stockholders (the “GBC Stockholders”), all of whom are listed on Exhibit A hereto and who execute and deliver a copy of this Agreement. The foregoing are sometimes collectively referred to as the “Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • September 12th, 2018 • Talon Real Estate Holding Corp. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of this August ___, 2018, (the “Contract Date”), by and between FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Contributor”), and TALON OP, L.P., a Minnesota limited partnership (“Acquiror”).
INDEMNITY AGREEMENTIndemnity Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Utah
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this [3rd day of June], 2013 by and between TALON REAL ESTATE HOLDING CORP., a Utah corporation (the “Corporation”), and ______________________________________________, whose address is ___________________________________________ (“Indemnitee”).
ContractMortgage Agreement • February 13th, 2015 • Talon Real Estate Holding Corp. • Real estate investment trusts
THIS MORTGAGE AND THE RIGHTS OF MORTGAGEE HEREUNDER ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF FEBRUARY 10, 2015, AMONG US INCOME PARTNERS, LLC, BELL STATE BANK & TRUST, TALON BREN ROAD, LLC, TALON OP, L.P. AND TALON REAL ESTATE HOLDING CORP.; AND EACH HOLDER AND ASSIGNEE OF US INCOME PARTNERS, LLC OF THIS MORTGAGE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
TALON REAL ESTATE HOLDING CORP. Restricted Stock Award AgreementRestricted Stock Award Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
Talon Real Estate Holding Corp. (the “Company”), pursuant to its 2013 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock to you, the Participant named below. The terms and conditions of this Restricted Stock Award are set forth in this Restricted Stock Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
