AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 16th, 2018 • Paramount Group, Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 10, 2018, among PARAMOUNT GROUP OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), PARAMOUNT GROUP, INC., a Maryland corporation (the “REIT”), certain subsidiaries of the REIT from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, and the financial institutions party hereto as L/C Issuers and Swing Line Lenders.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2014, (the “Effective Date”) by and between Paramount Group, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
PARAMOUNT GROUP, INC. (a Maryland corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2021 • Paramount Group, Inc. • Real estate investment trusts • New York
This Second Amended and Restated Employment Agreement (“Agreement”) is made and entered into effective as of the 1st day of January, 2022 (the “Effective Date”), among Paramount Group Operating Partnership L.P., a Delaware limited partnership (the “Employer”), Paramount Group, Inc., a Maryland corporation (the “Company”), and Albert P. Behler (the “Executive”). The Employer and the Company are together referred to as the “Employing Parties.”
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARAMOUNT GROUP OPERATING PARTNERSHIP LP Dated as of November 21, 2014Limited Partnership Agreement • November 24th, 2014 • Paramount Group, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARAMOUNT GROUP OPERATING PARTNERSHIP LP, dated as of November 21, 2014, is entered into by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
CONTRIBUTION AGREEMENT by and among DANIEL LAUER, PARAMOUNT GROUP OPERATING PARTNERSHIP LP, and PARAMOUNT GROUP, INC. Dated as of November 6, 2014Contribution Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), PARAMOUNT GROUP OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), and Daniel Lauer (the “Contributor”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 6.02 hereto.
CONTRIBUTION AGREEMENT by and among PGREF V (CORE) PARALLEL FUND SUB US, LP PARAMOUNT GROUP OPERATING PARTNERSHIP LP, and PARAMOUNT GROUP, INC. Dated as of November 6, 2014Contribution Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), PARAMOUNT GROUP OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”) and a subsidiary of the Company, and PGREF V (Core) Parallel Fund Sub US, LP, a Delaware limited partnership (the “Contributor” or “Fund V Cayman Sub REIT”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFLimited Partnership Agreement • February 22nd, 2022 • Paramount Group, Inc. • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARAMOUNT GROUP OPERATING PARTNERSHIP LP, dated as of October 26, 2020, is entered into by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), as the General Partner, and the Persons whose names are set forth in the Partnership Ledger (as defined below), as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of November 6, 2014 by and among Paramount Group, Inc., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (the “Initial Holders”).
PARAMOUNT GROUP, INC. as Agent for PGREF I 1633 BROADWAY TOWER, L.P.Lease • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts
LEASE, dated as of October 27, 2014, between PARAMOUNT GROUP, INC., as Agent for PGREF I 1633 BROADWAY TOWER, L.P. (Landlord), having offices at 1633 Broadway, Suite 1801, New York, NY 10019 and CNBB-RDF HOLDINGS, LP (Tenant), a Delaware limited partnership and having an office at 1633 Broadway, 18th floor, New York, NY 10019 (Lease).
PARAMOUNT GROUP, INC. SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of this 6th day of November, 2014, by and between Paramount Group, Inc., a Maryland corporation (the “Company”), and the individuals and entity listed on Schedule I hereto (each, a “Purchaser” and collectively, “Purchasers”).
CONTRIBUTION AGREEMENT by and among ARCADE RENTAL INVESTMENTS, INC., PARAMOUNT GROUP, INC., and THE STOCKHOLDER of ARCADE RENTAL INVESTMENTS, INC. Dated as of November 6, 2014Contribution Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (including all exhibits and schedules, this “Contribution Agreement”) is made and entered into as of November 6, 2014, by and between PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), ARCADE RENTAL INVESTMENTS, INC., a Delaware corporation (the “Contributor” or “Arcade”), and the stockholder whose name appears on the signature page hereto (the “Stockholder”). Unless otherwise specifically stated herein or the context otherwise requires, the terms “Contributor” and “Arcade” refer to Arcade and its Subsidiaries with respect to the period prior to the Conversion and to Arcade Rental Investments LLC, a Delaware limited liability company (“Arcade LLC”), and its Subsidiaries with respect to the period from and after the Conversion. After the Conversion, all references to the term “Stockholder” shall mean the “Equity Holder.” Capitalized terms used and not defined in the body of this Contribution Agreement shall have the meanings set forth in Section 7
CREDIT AGREEMENT Dated as of November 24, 2014 among PARAMOUNT GROUP OPERATING PARTNERSHIP LP, as the Borrower, and PARAMOUNT GROUP, INC. and CERTAIN SUBSIDIARIES OF PARAMOUNT GROUP, INC. FROM TIME TO TIME PARTY HERETO, as Guarantors BANK OF AMERICA,...Credit Agreement • November 24th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 24, 2014, among PARAMOUNT GROUP OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), PARAMOUNT GROUP, INC., a Maryland corporation (the “REIT”), and certain subsidiaries of the REIT from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, and the financial institutions party hereto as L/C Issuers.
AGREEMENT AND PLAN OF MERGER by and among ARCADE RENTAL INVESTMENTS LLC PARAMOUNT GROUP, INC., a Maryland corporation, and THE EQUITY HOLDER of ARCADE RENTAL INVESTMENTS LLC Dated as of November 24, 2014Merger Agreement • November 24th, 2014 • Paramount Group, Inc. • Real estate investment trusts
THIS AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules, this “Merger Agreement”) is made and entered into as of November 24, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), ARCADE RENTAL INVESTMENTS LLC, a Delaware limited liability company (“Arcade LLC”), and the equity holder whose name appears on the signature pages hereto (the “Equity Holder”). Defined terms used herein and not defined in the body of this Merger Agreement shall have the meanings set forth in the Contribution Agreement (as defined below).
STOCK PURCHASE AGREEMENT by and among PARAMOUNT GROUP, INC. and THE STOCKHOLDERS of MILTON RENTAL INVESTMENTS, INC. Dated as of November 6, 2014Stock Purchase Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS STOCK PURCHASE AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”) and the stockholders of MILTON RENTAL INVESTMENTS, INC., a Delaware corporation (“Milton”) listed on the signature pages hereto (the “Stockholders”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.
PUT OPTION AGREEMENT by and among WvF 2 W. 56, INC., a Delaware corporation, WvF, INC., a Delaware corporation, WvF, L.P., a Delaware limited partnership, WvF 718, L.P., a Delaware limited partnership, collectively, as Optionee and a New York limited...Put Option Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS PUT OPTION AGREEMENT (this “Agreement”), dated as of September 10, 2014, is entered into by and among WvF 2 W. 56, Inc., a Delaware corporation (“WvF GP”), WvF, Inc., a Delaware corporation (“WvF Inc.”), WvF, L.P., a Delaware limited partnership (“WvF LP”), WvF 718, L.P., a Delaware limited partnership (“WvF 718 LP” and, together with WvF GP, WvF Inc. and WvF LP, collectively, “Optionee”), and 712 Fifth Avenue, L.P., a New York limited partnership (“Optionor”). Optionee and Optionor are herein sometimes referred to each as a “party” and collectively as the “parties”.
PURCHASE OPTION AGREEMENT for PURCHASE AND SALE of DIRECT AND INDIRECT LIMITED PARTNERSHIP INTERESTS in PGREF II 60 WALL STREET INVESTORS, L.P. between PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation, and PARAMOUNT GROUP REAL ESTATE...Purchase Option Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS PURCHASE OPTION AGREEMENT, made as of the 27th day of June, 2014 (this “Agreement”), by and between PARAMOUNT GROUP REAL ESTATE FUND II, L.P., a Delaware limited partnership, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“Fund II”), PARAMOUNT GROUP REAL ESTATE FUND III, L.P., a Delaware limited partnership, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“Fund III, together with Fund II, collectively, “Seller”), and PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“Purchaser”).
PURCHASE AND SALE AGREEMENT OF OWNERSHIP INTERESTS in PGREF V 1301 SIXTH HOLDING LP a Delaware limited partnership by and between PGREF V 1301 SIXTH INVESTORS I LP, a Delaware limited partnership, as Seller and PARAMOUNT DEVELOPMENT AND INVESTMENT,...Purchase and Sale Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT, made as of this 23rd day of July, 2014 (this “Agreement”), by and between PGREF V 1301 SIXTH INVESTORS I LP, a Delaware limited partnership (“Seller”), having an office at c/o AREoA LLC, 60 East 42nd Street, Suite 3710, New York City, NY 10165, and PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation (“Purchaser”), having an office at c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, New York 10019. PGREF V 1301 SIXTH INVESTORS GP LLC, a Delaware limited liability company (“Paramount GP”), joins this Agreement as a party solely for purposes of Sections 8.3 and 8.6 (as it relates to Section 11.1.4) and Articles 6, 9, 14, 16, 17, and 19 through 22.
STOCK PURCHASE AGREEMENT by and among PARAMOUNT GROUP, INC. and THE STOCKHOLDER of FORUM RENTAL INVESTMENTS, INC. Dated as of November 6, 2014Stock Purchase Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS STOCK PURCHASE AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”) and the stockholder of FORUM RENTAL INVESTMENTS, INC., a Delaware corporation (“Forum”) listed on the signature pages hereto (the “Stockholder”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.
THE PARAMOUNT GROUP NONQUALIFIED DEFERRED COMPENSATION PLANNonqualified Deferred Compensation Plan • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS PLAN IS ESTABLISHED BY THE ADOPTING EMPLOYER COMPLETING AND EXECUTING THE ADOPTION AGREEMENT. THE ADOPTION AGREEMENT AND PLAN DOCUMENT TOGETHER FORM THE ADOPTING EMPLOYER’S DEFERRED COMPENSATION PLAN AND INDICATE THE EMPLOYER’S ACCEPTANCE OF THE TERMS HEREIN.
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts
IN CONSIDERATION of the mutual promises and the mutual covenants set forth in this Agreement and other good and valuable consideration, the parties hereto respectively covenant and agree as follows:
PURCHASE AND SALE AGREEMENT OF OWNERSHIP INTERESTS in PGREF I PARAMOUNT PLAZA, L.P. a Delaware limited partnership by and between BCSP 1633 BROADWAY, LLC, a Delaware limited liability company, as Seller and PARAMOUNT DEVELOPMENT AND INVESTMENT, INC.,...Purchase and Sale Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT, made as of this 4th day of September, 2014 (this “Agreement”), by and between BCSP 1633 BROADWAY, LLC, a Delaware limited liability company (“Seller”), having an office at 200 State Street, 5th Floor, Boston, MA 02109, PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation (“Purchaser”), having an office at c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, New York 10019, PGREF I PARAMOUNT PLAZA GP, LLC, a Delaware limited liability company (“Paramount GP”), having an office at c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, New York 10019, and PARAMOUNT GROUP, INC., a Delaware corporation (“PGI”), having an office at c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, New York 10019, solely with respect to Section 8.7 of this Agreement.
PARAMOUNT GROUP, INC. TIME-BASED LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • September 12th, 2023 • Paramount Group, Inc. • Real estate investment trusts
RESIGNATION AGREEMENTResignation Agreement • August 8th, 2018 • Paramount Group, Inc. • Real estate investment trusts • New York
This Resignation Agreement (this “Agreement”) is entered into by and among Daniel Lauer (“Mr. Lauer”), Paramount Group, Inc. (the “Company”), Paramount Group Management LP (the “Employer”) and Paramount Group Operating Partnership LP (the “Operating Partnership” and, together with the Company and the Employer, “Paramount”). This Agreement is effective as of June 6, 2018 (the “Effective Date”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 4th, 2016 • Paramount Group, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT, dated as of April 8, 2016 (this “Agreement”), to the Credit Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) dated as of November 24, 2014, among Paramount Group Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), Paramount Group Inc., a Maryland corporation (the “REIT”) and certain subsidiaries of the REIT from time to time party thereto, as Guarantors, each lender from time to time party thereto (collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent and Swing Line Lender and Bank of America, N.A., Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association, as L/C Issuers. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
AGREEMENT AND PLAN OF MERGER by and among PARAMOUNT GROUP, INC., a Delaware corporation, PARAMOUNT GROUP, INC., a Maryland corporation, and THE STOCKHOLDERS Dated as of November 6, 2014Merger Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Delaware corporation (“PGI”), PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and together, the “Stockholders”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“First Amendment”) is made and entered into and effective as of September 26, 2014 (the “First Amendment Effective Date”), by and among PGREF V 1301 SIXTH INVESTORS I LP, a Delaware limited partnership (“Seller”), PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation (“Purchaser”), PGREF V 1301 SIXTH INVESTORS GP LLC, a Delaware limited liability company (“Paramount GP”), COMMONWEALTH LAND TITLE INSURANCE COMPANY (“Old Escrow Holder”), and FIRST AMERICAN TITLE INSURANCE COMPANY (“New Escrow Holder”).
AGREEMENT AND PLAN OF MERGER by and among MARATHON RENTAL INVESTMENTS LLC PARAMOUNT GROUP, INC., a Maryland corporation, and THE EQUITY HOLDER of MARATHON RENTAL INVESTMENTS LLC Dated as of November 24, 2014Merger Agreement • November 24th, 2014 • Paramount Group, Inc. • Real estate investment trusts
THIS AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules, this “Merger Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), MARATHON RENTAL INVESTMENTS LLC, a Delaware limited liability company (“Marathon LLC”), and the equity holder whose name appears on the signature pages hereto (the “Equity Holder”). Defined terms used herein and not defined in the body of this Merger Agreement shall have the meanings set forth in the Contribution Agreement (as defined below).
PARAMOUNT GROUP, INC. PERFORMANCE LTIP UNIT AWARD AGREEMENTPerformance Ltip Unit Award Agreement • April 1st, 2015 • Paramount Group, Inc. • Real estate investment trusts
RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • August 8th, 2018 • Paramount Group, Inc. • Real estate investment trusts • New York
This Retirement and Consulting Agreement (this “Agreement”) is entered into by and among Jolanta Bott (“Ms. Bott”), Paramount Group, Inc. (the “Company”), Paramount Group Management LP (the “Employer”) and Paramount Group Operating Partnership LP (the “Operating Partnership” and, together with the Company and the Employer, “Paramount”). Ms. Bott and Paramount are together referred to as the “Parties.” This Agreement is effective as of the Effective Date, as defined below.
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARAMOUNT GROUP OPERATING PARTNERSHIP L.P.Agreement of Limited Partnership • February 22nd, 2017 • Paramount Group, Inc. • Real estate investment trusts
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 26th, 2015 • Paramount Group, Inc. • Real estate investment trusts • New York
This Separation Agreement and Release (the “Agreement”) is entered into by and among David P. Spence (“Mr. Spence”), Paramount Group, Inc. (the “Company”), and Paramount Operating Partnership L.P. (the “Employer” and, together with the Company, “Paramount”).
STOCKHOLDERS AGREEMENT OF PARAMOUNT GROUP, INC. Dated as of November 6, 2014Shareholder Agreements • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • Maryland
This STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of November 6, 2014, concerning Paramount Group, Inc., a Maryland corporation (the “Company”), is entered into by and between the Company and Maren Otto, Alexander Otto and Katharina Otto-Bernstein (collectively, together with any permitted assignees pursuant to Section 3.4, the “Initial Otto Stockholders”).
AGREEMENT AND PLAN OF MERGER by and among PARAMOUNT GROUP, INC., WvF 1325, INC., WvF 1325, L.P., US REAL ESTATE HOLDING AG, and for purposes of Section 7.02 only, WvF, L.P. Dated as of October 31, 2014Merger Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules, this “Agreement”) is made and entered into as of October 31, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), WvF 1325, INC., a Delaware corporation (“WvF 1325 GP”), WvF 1325, L.P., a Delaware limited partnership (“WvF 1325 LP” and, together with WvF 1325 GP, the “WvF 1325 Parties”) and US REAL ESTATE HOLDING AG, a Swiss corporation and the sole partner (other than WvF 1325 GP) of WvF 1325 LP (“USREHAG” and, together with the WvF 1325 Parties, the “WvF Parties”) and for purposes of Section 7.02 only, WvF, L.P., a Delaware limited partnership (“WvF 712 LP”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 8.02 hereto.
CONSENT AND TAG-ALONG AGREEMENT among PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation, SSF III 60 WALL JV LLC, a Delaware limited liability company, PARAMOUNT GROUP REAL ESTATE FUND II, L.P., a Delaware limited partnership, PGREF II...Consent and Tag-Along Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
THIS CONSENT AND TAG-ALONG AGREEMENT, made as of the 27th day of June, 2014 (this “Agreement”), by and between SSF III 60 WALL JV LLC, a Delaware limited liability company, having an office at c/o Proprium, 1 Landmark Square, 19th Floor, Stamford, Connecticut 06901 (“SSF”), and PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“PDI”); and for purposes of Sections 11.1.3 and 18 only, PARAMOUNT GROUP REAL ESTATE FUND II, L.P., a Delaware limited partnership, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“Fund II”), PGREF II 60 WALL INVESTORS GP, LLC, a Delaware limited liability company, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“GP”) and PGREF III WALL STREET INVESTORS, L.P., a Delaware limited partnership, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“Fund III Holdco”)
