FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 9th, 2021 • Freehold Properties, Inc. • Real estate • Maryland
This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of ____________, 20__ (the “Effective Date”), by and among FREEHOLD PROPERTIES, INC., a Maryland corporation (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FREEHOLD PROPERTIES OPERATING PARTNERSHIP, LP THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE...Limited Partnership Agreement • October 22nd, 2021 • Freehold Properties, Inc. • Real estate • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of October 18, 2021 (the “Agreement”), is entered into by and among Freehold OP GP, LLC, a Delaware limited liability company, as the General Partner, and Freehold Properties, Inc., a Maryland corporation, as the Limited Partner, together with any other Persons who become Partners in Freehold Properties Operating Partnership, LP (the “Partnership”) as provided herein.
FREEHOLD PROPERTIES, INC. Amended and restated EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2021 • Freehold Properties, Inc. • Real estate • Maryland
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [●], 2021 (the “A&R Effective Date”), by and among Freehold Properties, Inc., a Maryland corporation (“Freehold Properties”), and Freehold Properties Operating Partnership, LP, a Nevada limited partnership (the “Operating Partnership” and, together with Freehold Properties, the “Company”), each with its principal place of business in Las Vegas, Nevada, and Donald C. Brain residing at the address on file with the Company (the “Employee”) is an amendment and restatement of the Employment Agreement, dated October 30, 2019 (the “Original Agreement”), by and among the Company and the Employee.
●] Shares FREEHOLD PROPERTIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2021 • Freehold Properties, Inc. • Real estate • New York
Freehold Properties, Inc., a Maryland corporation (the “Company”), together with Freehold Properties Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), propose to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
Freehold Properties, Inc. Equity Incentive Plan Restricted Stock Agreement (alignment of interest program - executive)Restricted Stock Agreement • December 9th, 2021 • Freehold Properties, Inc. • Real estate • Maryland
This Agreement is made and entered into on this __ day of ______, 20__, by and between Freehold Properties, Inc. (the “Company”) and [ ] (the “Participant”), in connection with the grant of an Award of Restricted Stock made on __________, 20__ (the “Grant Date”) under the Freehold Properties, Inc. Equity Incentive Plan (the “Plan”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2021 • Freehold Properties, Inc. • Real estate • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 28, 2019, by and among (i) Freehold Properties, Inc., a Maryland corporation (together with any successor entity thereto, the “Company”), (ii) the persons and entities listed on Exhibit A hereto (collectively, the “Purchasers”), and (iii) each of the Affiliated Holders.
Freehold Properties, Inc. Equity Incentive Plan Restricted Stock Award AgreementRestricted Stock Award Agreement • December 9th, 2021 • Freehold Properties, Inc. • Real estate • Maryland
This Agreement (this “Agreement”) is made and entered into on this __ day of _______, 20__, by and between Freehold Properties, Inc. (the “Company”) and [ ] (the “Participant”), in connection with the grant of an Award of Restricted Stock made on __________, 20__ (the “Grant Date”) under the Freehold Properties, Inc. Equity Incentive Plan (the “Plan”). For purposes of this Agreement, the defined terms in the Plan shall have the same meaning in this Agreement, except where the context otherwise requires.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 9th, 2021 • Freehold Properties, Inc. • Real estate • New York
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is dated as of November 24, 2021, by and among Freehold Properties, Inc., a Maryland corporation (the “Company”), and each of the entities listed on Exhibit A attached hereto (collectively, “Tilden Park”).
Freehold Properties, Inc. Equity Incentive Plan performance-based stock unit award Award AgreementPerformance-Based Stock Unit Award Agreement • December 9th, 2021 • Freehold Properties, Inc. • Real estate • Maryland
This Agreement (this “Agreement”) is made and entered into on this __ day of _______, 20__, by and between Freehold Properties, Inc. (the “Company”) and [ ] (the “Participant”), in connection with the grant of an Award of Stock Units made on ________, 20__ (the “Grant Date”) under the Freehold Properties, Inc. Equity Incentive Plan (the “Plan”). For purposes of this Agreement, the defined terms in the Plan shall have the same meaning in this Agreement, except where the context otherwise requires.
Freehold Properties, Inc. Equity Incentive Plan Award Agreement (alignment of interest program)Award Agreement • October 22nd, 2021 • Freehold Properties, Inc. • Real estate • Maryland
This Agreement is made and entered into on this [ ] day of [ ], 20__, by and between Freehold Properties, Inc. (the “Company”) and [ ] (the “Participant”), in connection with the grant of an Award of Restricted Stock made on [ ], 20__ (the “Grant Date”) under the Freehold Properties, Inc. Equity Incentive Plan (the “Plan”).
CONSULTING AGREEMENTConsulting Agreement • December 9th, 2021 • Freehold Properties, Inc. • Real estate • Maryland
This Consulting Agreement (this “Agreement”), dated as of __________, 20__, by and between Freehold Properties, Inc., a Maryland corporation (the “Company”), and James G. Mueller (“Consultant”), an individual. The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
SEPARATION AND DISTRIBUTION AGREEMENT by and among FREEHOLD PROPERTIES, INC. FREEHOLD PROPERTIES OPERATING PARTNERSHIP, LP FREEHOLD FEE SIMPLE, INC. and FFS OPERATING COMPANY, LLC dated as ofSeparation and Distribution Agreement • December 9th, 2021 • Freehold Properties, Inc. • Real estate • Maryland
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Freehold Properties Inc., a Maryland corporation (“FHP”), Freehold Properties Operating Partnership, LP, a Delaware limited partnership and a subsidiary of FHP (“FHP OP”), Freehold Fee Simple, Inc., a Maryland corporation and a subsidiary of FHP OP (“SpinCo”), and FFS Operating Company, LLC, a Delaware limited liability and a subsidiary of SpinCo (“SpinCo OC”). FHP, FHP OP, SpinCo, and SpinCo OC are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
