UNDERWRITING AGREEMENT among SACHEM CAPITAL CORP. and FBR CAPITAL MARKETS & CO. and JOSEPH GUNNAR & CO., LLC as Representatives of the Several Underwriters SACHEM CAPITAL CORP.Underwriting Agreement • October 20th, 2017 • Sachem Capital Corp. • Real estate investment trusts • New York
The undersigned, Sachem Capital Corp., a corporation formed under the laws of the State of New York (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being predecessors (including Sachem Capital Partners, LLC (“SCP”)), the “Company”), hereby confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. (“FBR”) and Joseph Gunnar & Co., LLC. (“Joseph Gunnar” and, together with FBR, collectively hereinafter referred to as “you” (including its correlatives) or the “Representatives” and, individually as a “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Sachem Capital Corp.Underwriting Agreement • May 12th, 2022 • Sachem Capital Corp. • Real estate investment trusts • New York
Sachem Capital Corp., a New York corporation (the “Company”), confirms its respective agreements with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and each of the other underwriters named in Schedule I (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Ladenburg is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of the Company’s 7.125% Senior Notes due 2027 (the “Notes”), set forth in Schedule I, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase up to an aggregate of $4,125,000 additional principal amount of notes to cover over-allotments, if any, on the terms set forth in Section 2(b) (this “Agreement”). The aforesaid aggregate $27,500,000 principal amount of
SACHEM CAPITAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2019 • Sachem Capital Corp. • Real estate investment trusts • New York
The undersigned, Sachem Capital Corp., a company incorporated under the laws of New York (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Sachem Capital Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative, the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative (the “Representative,” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SACHEM CAPITAL CORP. Common Stock ($0.001 par value per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • December 7th, 2021 • Sachem Capital Corp. • Real estate investment trusts • New York
Sachem Capital Corp., a New York corporation (the “Company”), confirms its agreement (this “Agreement”), with Ladenburg Thalmann & Co (“Ladenburg”) and Janney Montgomery Scott LLC (“Janney”, each of Ladenburg and Janney, individually an “Agent” and collectively, the “Agents”), as follows:
SACHEM CAPITAL CORP. Common Stock ($0.001 par value per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • November 9th, 2018 • Sachem Capital Corp. • Real estate investment trusts • New York
Sachem Capital Corp., a New York corporation (the “Company”), confirms its agreement (this “Agreement”), with B. Riley FBR, Inc. (the “Agent”), as follows:
SEVENTH SUPPLEMENTAL INDENTURE between SACHEM CAPITAL CORP. and as Trustee Dated as of August 23, 2022 SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 18th, 2022 • Sachem Capital Corp. • Real estate investment trusts • New York
THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of August 23, 2022, is between Sachem Capital Corp., a New York corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”). Except as otherwise set forth in this Seventh Supplemental Indenture, all capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
SACHEM CAPITAL CORP. Branford, CT 06405 FORM OF RESTRICTED STOCK GRANT AGREEMENT October 13, 2021Restricted Stock Grant Agreement • August 10th, 2022 • Sachem Capital Corp. • Real estate investment trusts
Sachem Capital Corp., a New York corporation (the “Company”), hereby awards to you under its 2016 Equity Compensation Plan (the “Plan”) 2,500 common shares (the “Restricted Shares”), $0.001 par value per share, of the Company (the “Common Shares”) pursuant to the terms and conditions of this Agreement. The Company represents that the Restricted Shares are fully paid and non-assessable. The Restricted Shares are subject to the vesting provisions set forth herein and certain other restrictions as provided for herein. Capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Plan.
SECOND SUPPLEMENTAL INDENTURE between SACHEM CAPITAL CORP. and as Trustee Dated as of November 7, 2019 SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 14th, 2019 • Sachem Capital Corp. • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 7, 2019, is between Sachem Capital Corp., a New York corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). Except as otherwise set forth in this Second Supplemental Indenture, all capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
FORM OF FOURTH SUPPLEMENTAL INDENTURE between SACHEM CAPITAL CORP. and as Trustee Dated as of December 20, 2021 FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • December 16th, 2021 • Sachem Capital Corp. • Real estate investment trusts • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of December 20, 2021, is between Sachem Capital Corp., a New York corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). Except as otherwise set forth in this Fourth Supplemental Indenture, all capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2016 • Sachem Capital Corp. • Real estate investment trusts • New York
EMPLOYMENT AGREEMENT (the “Agreement”) entered into on the 8th day of August, 2016, between HML Capital Corp., a New York corporation (the “Company”), having its principal place of business at 23 Laurel Street, Branford, Connecticut 06405, and John L. Villano, with a business address at 23 Laurel Street, Branford, Connecticut 06405 (the “Executive”). The effective date of this Agreement shall be the effective date of the Company’s initial public offering pursuant to the Registration Statement on Form S-11 filed by the Company with the U.S. Securities & Exchange Commission (the “Effective Date”).
CREDIT AND SECURITY AGREEMENT by and among SACHEM CAPITAL CORP. as a Borrower The Corporate Guarantors signatory hereto and WEBSTER BUSINESS CREDIT CORPORATION, as a Lender and as Agent and BANKWELL BANK, as a Lender and as Co- Syndication Agent and...Credit and Security Agreement • May 15th, 2018 • Sachem Capital Corp. • Real estate investment trusts • New York
ContractCommercial Revolving Loan and Security Agreement • July 6th, 2017 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
Exhibit 10.1 MODIFICATION TO SECOND AMENDED AND RESTATED COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENT THIS MODIFICATION TO SECOND AMENDED AND RESTATED COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of the 30th day of June, 2017, is entered into by and among BANKWELL BANK, a Connecticut banking corporation (the "Lender") with a place of business at 208 Elm Street, New Canaan, Connecticut 06840, SACHEM CAPITAL CORP., a New York corporation having a place of business at 23 Laurel Street, Branford, Connecticut 06405 (the "Borrower"), and JOHN L. VILLANO, an individual with an address at 59 Northford Road, Branford, Connecticut 06405, JEFFREY C. VILLANO, an individual with a mailing address 129 Catullo Drive, Guilford, Connecticut 06437 and JJV, LLC, a Connecticut limited liability company having a place of business at 23 Laurel Street, Branford, Connecticut 06405 (the "Guarantors"; the Borrower and the Guarantors may also be referred to collectively herei
THIRD SUPPLEMENTAL INDENTURE between SACHEM CAPITAL CORP. and as Trustee Dated as of September 4, 2020 THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • September 9th, 2020 • Sachem Capital Corp. • Real estate investment trusts • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of September 4, 2020, is between Sachem Capital Corp., a New York corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). Except as otherwise set forth in this Third Supplemental Indenture, all capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • August 14th, 2018 • Sachem Capital Corp. • Real estate investment trusts
Sachem Capital Corp., a New York corporation (the “Company”), hereby awards to you under its 2016 Equity Compensation Plan (the “Plan”) 7,059 common shares (the “Restricted Shares”), $0.001 par value per share, of the Company (the “Common Shares”) pursuant to the terms and conditions of this Agreement. The Company represents that the Restricted Shares are fully paid and non-assessable. The Restricted Shares are subject to the vesting provisions set forth herein and certain other restrictions as provided for herein. Capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Plan.
LOAN AGREEMENTLoan Agreement • March 31st, 2022 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
This LOAN AGREEMENT (this "Agreement") is entered into at East Haven, Connecticut, as of November 17, 2021, between Sachem Capital Corp., a New York corporation, with an office at 698 Main Street, Branford, Connecticut 06450 (the "Borrower") and New Haven Bank, with an address of 299 Whalley Avenue, New Haven, Connecticut 06511 (the "Bank").
SACHEM CAPITAL CORP. Branford, CT 06405 FORM OF RESTRICTED STOCK GRANT AGREEMENT September 7, 2023Restricted Stock Grant Agreement • November 14th, 2024 • Sachem Capital Corp. • Real estate investment trusts
Sachem Capital Corp., a New York corporation (the “Company”), hereby awards to you under its 2016 Equity Compensation Plan (the “Plan”) 6,000 common shares (the “Restricted Shares”), $0.001 par value per share, of the Company (the “Common Shares”) pursuant to the terms and conditions of this Agreement. The Company represents that the Restricted Shares are fully paid and non-assessable. The Restricted Shares are subject to the vesting provisions set forth herein and certain other restrictions as provided for herein. Capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Plan.
SECOND AMENDED AND RESTATED COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENTCommercial Revolving Loan and Security Agreement • December 23rd, 2016 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
THIS IS THE SECOND AMENDED AND RESTATED COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENT made this ___ day of December, 2016 by and among
Revolving Credit NoteRevolving Credit Note • March 3rd, 2023 • Sachem Capital Corp. • Real estate investment trusts
FOR VALUE RECEIVED, Sachem Capital Corp., a New York corporation (the “Borrower”), hereby promises to pay to the order of Needham Bank, a Massachusetts co-operative bank, in its capacity as a Lender (together with its successors and assigns in such capacity, the “Lender”), on or prior to the Expiration Date, the principal amount of Forty-Five Million and 00/100 dollars ($45,000,000.00), or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement (as defined below), from time to time, together with interest on the unpaid principal amount hereof until paid at the rate per annum set forth in the Credit Agreement.
AGREEMENT AND GENERAL RELEASEGeneral Release Agreement • March 31st, 2022 • Sachem Capital Corp. • Real estate investment trusts • New York
AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of January 14, 2022, between Sachem Capital Corp., a New York corporation (the “Company”), having its principal place of business at 698 Main Street, Branford, Connecticut 06405, and Peter J. Cuozzo, having an address at 8944 St. Lucia Drive, Suite 102, Naples, Florida 34114 (“Executive”).
Final form of REVOLVING CREDIT NOTERevolving Credit Note • May 15th, 2018 • Sachem Capital Corp. • Real estate investment trusts
FOR VALUE RECEIVED, each of the undersigned (each, a “Borrower”, and collectively, the “Borrowers”) promises to pay to the order of _____________ (“Payee”; Payee, together with any other holder hereof, sometimes referred to herein as the “Holder”), at the office of Agent (as defined below), located at _______________ or at such other place located in the United States of America as Payee may from time to time designate to Borrower Representative in writing, the principal sum of ___________ ($_________), or such lesser amount as may be outstanding under Revolving Advances made pursuant to the Credit Agreement (defined below), at such time or times as are provided in the Credit Agreement (defined below) and, in any event, on the last day of the Term, subject to acceleration upon the occurrence of an Event of Default under the Credit Agreement or earlier termination of the Credit Agreement pursuant to the terms thereof, together with interest on the unpaid principal balance hereof from th
GUARANTY AGREEMENTGuaranty Agreement • December 23rd, 2016 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
This Guaranty Agreement (the “Agreement”) is made this 18th day of December, 2014 by John Villano, an individual with an address at 59 Northford Road, Branford, Connecticut 06405, Jeffrey Villano, an individual with an address at 129 Catullo Drive, Guilford, Connecticut 06437, and JJV, LLC with offices at 23 Laurel Street, Branford, Connecticut 06405 (collectively, the “Guarantors”), in favor of Bankwell Bank, a Connecticut banking corporation, with an address at 208 Elm Street, New Canaan, Connecticut 06840 (the “Lender”).
ContractRevolving Note • July 6th, 2017 • Sachem Capital Corp. • Real estate investment trusts
Exhibit 10.2 AMENDED AND RESTATED REVOLVING NOTE $20,000,000.00 Branford, Connecticut June 30, 2017 FOR VALUE RECEIVED, Sachem Capital Corp., a New York corporation with a place of business at 23 Laurel Street, Branford, Connecticut 06405 ("Maker" or "Borrower"), jointly and severally if more than one, promise to pay to the order of Bankwell Bank, a Connecticut banking corporation, having a place of business at 208 Elm Street, New Canaan, Connecticut 06840, or other holder of this Note ("Payee" or "Lender"), the principal sum of up to Twenty Million and 00/100 Dollars ($20,000,000.00) (the "Loan"), or so much thereof as shall from time to time be advanced by Payee to Maker in accordance with the terms of the Agreement (as defined below) and remain outstanding, as conclusively (absent manifest error) evidenced by the books and records of Payee, together with interest on the outstanding balance hereof before and after maturity, at the rate hereinafter set forth (the "Rate") until this No
EXCHANGE AGREEMENTExchange Agreement • October 28th, 2016 • Sachem Capital Corp. • Real estate investment trusts • New York
Exchange Agreement (this “Agreement”), dated this 27th day of October, 2016, between Sachem Capital Partners, LLC, a Connecticut limited liability company (the “SCP”) and HML Capital Corp, a New York corporation (“HML”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2022 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
This Employment Agreement (this “Agreement”), dated as of July 26, 2022, is entered into by and between SACHEM CAPITAL CORP., a New York corporation (the “Company”), and JOHN E. WARCH (the “Employee”), having an address at 11 Blueberry Lane, Oyster Bay, New York 11771. This Agreement supersedes and replaces any previous agreements, express or implied, between the parties concerning employment terms, including, but not limited to, the offer letter, dated June 29, 2022.
OPEN-END MORTGAGE DEED, SECURITY AGREEMENT AND FIXTURE FILINGOpen-End Mortgage Deed, Security Agreement and Fixture Filing • April 5th, 2019 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
OPEN-END MORTGAGE SECURITY AGREEMENT, AND ASSIGNMENT OF LEASES AND RENTSOpen-End Mortgage Security Agreement • March 3rd, 2023 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
KNOW YE, that Sachem Capital Corp., a New York Corporation with a mailing address at 698 Main Street, Branford, Connecticut 06450 (hereinafter called the "Borrower"), for the consideration of ONE DOLLAR ($1.00) and other good and valuable consideration received to the Borrower's full satisfaction from New Haven Bank (hereinafter called the "Bank"), does hereby give, grant, bargain, sell and confirm, with MORTGAGE COVENANTS (hereinafter referred to as the "Mortgage"), unto the Bank, its successors and assigns forever the real property and improvements thereon known as 698 Main Street, Branford, Connecticut (the "Address") and 568 East Main Street, Branford, Connecticut as described in more detail on Exhibit A attached hereto and made a part hereof (the "Property").
OPEN-END CONSTRUCTION MORTGAGE SECURITY AGREEMENT, AND ASSIGNMENT OF LEASES AND RENTSOpen-End Construction Mortgage Security Agreement and Assignment of Leases and Rents • March 31st, 2022 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
KNOW YE, that Sachem Capital Corp., a New York Corporation with a mailing address at 698 Main Street, Branford, Connecticut 06450 (hereinafter called the “Borrower”), for the consideration of ONE DOLLAR ($1.00) and other good and valuable consideration received to the Borrower’s full satisfaction from New Haven Bank (hereinafter called the “Bank”), does hereby give, grant, bargain, sell and confirm, with MORTGAGE COVENANTS (hereinafter referred to as the “Mortgage”), unto the Bank, its successors and assigns forever the real property and improvements thereon known as 698 Main Street, Branford, Connecticut (the "Address") and 568 East Main Street, Branford, Connecticut as described in more detail on Exhibit A attached hereto and made a part hereof (the “Property”).
LOAN AGREEMENTLoan Agreement • March 3rd, 2023 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
This LOAN AGREEMENT (this "Agreement") is entered into at East Haven, Connecticut, as of February 28, 2023, between Sachem Capital Corp., a New York corporation, with an office at 698 Main Street, Branford, Connecticut 06450 (the "Borrower") and New Haven Bank, with an address of 299 Whalley Avenue, New Haven, Connecticut 06511 (the "Bank").
SECOND REAFFIRMATION OF GUARANTY AGREEMENTGuaranty Agreement • December 23rd, 2016 • Sachem Capital Corp. • Real estate investment trusts
The undersigned (“Guarantors”) have executed and delivered to BANKWELL BANK (the “Lender”) one or more guaranty agreement(s) pursuant to the Unlimited Guaranty of Guarantors dated December 18, 2014 as reaffirmed by Reaffirmation of and Amendment to Guaranty Agreement dated (the “Guaranty”) pursuant to which Guarantors absolutely and unconditionally, jointly and severally, guaranty the repayment of all of the obligations and liabilities of Sachem Capital Partners, LLC (the “Existing Borrower”) to Lender as described in the Guaranty, which obligations and liabilities have now been assumed by Sachem Capital Corp. (formerly known as HML Capital Corp.) (the “Borrower”) pursuant to the Second Amended and Restated Commercial Revolving Loan and Security Agreement, of even date herewith (the “Loan Agreement”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 15th, 2023 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
SACHEM CAPITAL CORP., a New York corporation (“Company”) and JOHN E. WARCH (“Employee”) agree to enter into this SEPARATION AGREEMENT AND GENERAL RELEASE dated as of May 5, 2023 as follows:
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • December 23rd, 2016 • Sachem Capital Corp. • Real estate investment trusts • New York
AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated this ___ day of __________, 2017 [the closing date of the Exchange], between Sachem Capital Partners, LLC, a Connecticut limited liability company (the “SCP”) and Sachem Capital Corp, a New York corporation (“SCC”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in Schedule I, attached hereto.
INDEMNITY AGREEMENTIndemnity Agreement • April 5th, 2019 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
THIS INDEMNITY AGREEMENT (the “Indemnity”) is made as of the 29th day of March 2019 by and among, JOHN L. VILLANO, an individual with an address at 59 Northford Road, Branford, Connecticut 06405 and JEFFREY C. VILLANO, an individual with an address at 129 Catullo Drive, Guilford, Connecticut 06437 (the “Indemnitors”) and BANKWELL BANK, having an office at 208 Elm Street, New Canaan, Connecticut 06840 (the “Lender”).
SACHEM CAPITAL CORP. Common Stock ($0.001 par value per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • April 14th, 2021 • Sachem Capital Corp. • Real estate investment trusts • New York
Sachem Capital Corp., a New York corporation (the “Company”), confirms its agreement (this “Agreement”), with Ladenburg Thalmann & Co (“Ladenburg”) and Janney Montgomery Scott LLC (“Janney”, each of Ladenburg and Janney, individually an “Agent” and collectively, the “Agents”), as follows:
ContractGuaranty Agreement • July 6th, 2017 • Sachem Capital Corp. • Real estate investment trusts
Exhibit 10.3 THIRD REAFFIRMATION OF GUARANTY AGREEMENT The undersigned ("Guarantors") have executed and delivered to BANKWELL BANK (the "Lender") one or more guaranty agreement(s) pursuant to the Unlimited Guaranty of Guarantors dated December 18, 2014, as reaffirmed by Reaffirmation of Amendment to Guaranty Agreement dated March 15, 2016, as reaffirmed by Second Reaffirmation of Guaranty Agreement dated February 8, 2017 (the "Guaranty") pursuant to which Guarantors absolutely and unconditionally, jointly and severally, guaranty the repayment of all of the obligations and liabilities of SACHEM CAPITAL CORP. (the "Borrower") to Lender as described in the Guaranty, pursuant to the Second Amended and Restated Commercial Revolving Loan and Security Agreement, of even date herewith (the "Loan Agreement"). On the date hereof, pursuant to the Modification to Second Amended and Restated Commercial Revolving Loan and Security Agreement of even date herewith, Lender has agreed to continue to mak
CUSTODIAL AGREEMENT among Churchill MRA Funding I LLC, as Purchaser SACHEM CAPITAL CORP., as Seller and as CustodianCustodial Agreement • July 27th, 2021 • Sachem Capital Corp. • Real estate investment trusts • New York
