Ambase Corp Sample Contracts

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SECOND AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • March 27th, 2019 • Ambase Corp • Operators of nonresidential buildings • New York

SECOND AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”), dated as of March 27, 2019, between AMBASE CORPORATION, a Delaware corporation (“AmBase” or the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York corporation (the “Rights Agent”).

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Sale-Purchase Agreement • July 21st, 2005 • Ambase Corp • Investment advice • Connecticut
EXHIBIT 10 G December 16, 2001 Mr. Richard A. Bianco Chairman, President and Chief Executive Officer AmBase Corporation 100 Putnam Green 3rd Floor Greenwich, CT 06830 Dear Mr. Bianco As provided by the actions of the Personnel Committee of AmBase...
Employment Agreement • March 27th, 2002 • Ambase Corp • Investment advice

Mr. Richard A. Bianco Chairman, President and Chief Executive Officer AmBase Corporation 100 Putnam Green 3rd Floor Greenwich, CT 06830

March 6, 2001 Mr. Richard A. Bianco Chairman, President and Chief Executive Officer AmBase Corporation 51 Weaver Street Bldg. 2 Greenwich, CT 06831-5155 Dear Mr. Bianco: As approved by the Personnel Committee of the Board of Directors of AmBase...
Employment Agreement • March 29th, 2001 • Ambase Corp • Investment advice

Mr. Richard A. Bianco Chairman, President and Chief Executive Officer AmBase Corporation 51 Weaver Street Bldg. 2 Greenwich, CT 06831-5155

Limited Liability Company Agreement Dated as of June 28, 2013
Limited Liability Company Agreement • January 17th, 2014 • Ambase Corp • Operators of nonresidential buildings • Delaware

This Limited Liability Company Agreement of 111 West 57th Partners LLC (the "Company"), is dated as of June 28, 2013, by and among 111 West 57th Sponsor LLC, a Delaware limited liability company, ("Sponsor") as the Manager and a Member, and 111 West 57th Investment LLC, a Delaware limited liability company, ("Investor") as a Member (Sponsor and Investor in their capacities as Members are collectively referred to herein as the "Members").

September 26, 2017
Future Recovery Litigation Funding Agreement • November 14th, 2017 • Ambase Corp • Operators of nonresidential buildings
CONTRACT OF SALE
Contract of Sale • March 30th, 2018 • Ambase Corp • Operators of nonresidential buildings

THIS CONTRACT OF SALE is made as of this 17th day of January, 2018 between MAIDEN LANE ASSOCIATES, LTD., a Delaware company having a business address of 100 Putnam Green, Greenwich, Connecticut 06830 ("Seller"), and MARIA USA, Inc., a New York company having a business address at 123 West 79th Street, New York, New York 10023 ("Purchaser").

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RICHARD A. BIANCO AND AMBASE CORPORATION DATED EFFECTIVE JUNE 17, 2013
Employment Agreement • June 21st, 2013 • Ambase Corp • Operators of nonresidential buildings

THIS AMENDMENT is entered into this 17th day of June 2013 by and between Richard A. Bianco (the "Executive" or "Mr. Bianco") and AmBase Corporation, a Delaware corporation (the "Company").

EXHIBIT 10-G AMBASE CORPORATION GREENWICH OFFICE PARK, BLDG. 2 51 WEAVER STREET GREENWICH, CT 06831-5155 February 24, 1997 Mr. Richard A. Bianco Chairman, President and Chief Executive Officer AmBase Corporation Greenwich Office Park, Bldg. 2 51...
Employment Agreement • February 25th, 1997 • Ambase Corp • Investment advice

Mr. Richard A. Bianco Chairman, President and Chief Executive Officer AmBase Corporation Greenwich Office Park, Bldg. 2 51 Weaver Street Greenwich, CT 06831-5155

1oo Putnam Green, 3rd Floor Greenwich, CT 06830-6027
Financial Commitment Agreement • March 30th, 2017 • Ambase Corp • Operators of nonresidential buildings

This letter confirms that you, Richard A. Bianco ("R. A. Bianco"), personally hereby agrees to provide a financial commitment to AmBase Corporation ("AmBase" or the "Company") in the form of a line of credit up to $10,000,000 (Ten Million Dollars) or an additional amount(s) as may be necessary and agreed to, to enable AmBase to contribute capital to 111 West 57th Investment LLC and/or 111 West 57th Manager Funding LLC, to enable the companies to meet capital calls in accordance with the operative limited liability company agreements of 111 West 57th Partners LLC and 111 West 57th Manager LLC, respectively, in either case if and when the case may be necessary on terms agreeable to/by the Company and R. A. Bianco at such time. This line of credit will be in addition to the existing $1,000,000 (One Million Dollar) line of credit, and will be secured by a first mortgage interest in the building, 100 Putnam Green, Greenwich, Connecticut ("100 Putnam"), which shall be senior to any then exis

STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • March 18th, 2024 • AmBase Corp • Operators of nonresidential buildings • New York

This STANDBY PURCHASE AGREEMENT (this “Agreement”) is made and entered into on February 28, 2024, by and between BARC Investments, LLC, a Delaware limited liability company (the “Standby Purchaser”), and AmBase Corporation, a Delaware corporation (the “Company”).

Contract
Rights Agreement • November 9th, 2010 • Ambase Corp • Operators of nonresidential buildings

RESOLVED, that Amendment No. 8 dated as of November 9, 2010 to the RIGHTS AGREEMENT dated as of February 10, 1986, between AMBASE CORPORATION, a Delaware corporation (“the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Rights Agent (the “Rights Agent”).

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RICHARD A. BIANCO AND AMBASE CORPORATION
Employment Agreement • January 20th, 2023 • AmBase Corp • Operators of nonresidential buildings

THIS AMENDMENT is entered into this 20th day of January 2023 by and between Richard A. Bianco (the “Executive” or “Mr. Bianco”) and AmBase Corporation, a Delaware corporation (the “Company”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 111 WEST 57TH INVESTMENT, LLC
Limited Liability Company Agreement • March 26th, 2014 • Ambase Corp • Operators of nonresidential buildings • Delaware

This Amended and Restated Limited Liability Company Agreement (this "Agreement") of 111 West 57th Investment, LLC, a Delaware limited liability company (the "Company"), dated March 25, 2014 (the "Effective Date"), by and among the Company, AmBase Corporation, a Delaware corporation (the "Managing Member") and Richard A. Bianco, an individual residing in Boca Raton, FL (the "Promote Member"). The Managing Member, the Promote Member and any other Members admitted from time to time in accordance with the terms hereof are each individually referred to herein as a "Member", and collectively referred to herein as the "Members". Certain capitalized terms used herein shall have the meanings set forth in Section 19 hereof.

AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • March 30th, 2018 • Ambase Corp • Operators of nonresidential buildings • New York

AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 24, 1989, as amended through November 10, 2015, between AMBASE CORPORATION, a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York corporation (the "Rights Agent").

IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly executed by their duly authorized representatives, all as of the date first set forth above.
Loan Agreement • January 17th, 2014 • Ambase Corp • Operators of nonresidential buildings • New York

This report is solely for the intended recipient and contains confidential or privileged information. If you are not the intended recipient, any disclosure, copying, use, or distribution of the information included in this report is prohibited.

LIMITED LIABILITY COMPANY AGREEMENT OF 111 WEST 57TH INVESTMENT, LLC
Limited Liability Company Agreement • March 30th, 2015 • Ambase Corp • Operators of nonresidential buildings • Delaware

This Second Amended and Restated Limited Liability Company Agreement (this "Agreement") of 111 West 57th Investment, LLC, a Delaware limited liability company (the "Company"), dated as of December 19, 2014 (the "Effective Date"), by and among the Company, AmBase Corporation, a Delaware corporation (the "Managing Member") and Richard A. Bianco, an individual residing in Boca Raton, FL (the "Promote Member") and 111 West 57th Capital LLC, a Delaware limited liability company (the "Capital Member"). The Managing Member, the Promote Member, the Capital Member and any other Members admitted from time to time in accordance with the terms hereof are each individually referred to herein as a "Member", and collectively referred to herein as the "Members". The Managing Member and the Capital Member are sometimes referred to herein as the "Contributing Members". Certain capitalized terms used herein shall have the meanings set forth in Section 19 hereof.

May 12, 2016
Line of Credit Agreement • May 12th, 2016 • Ambase Corp • Operators of nonresidential buildings

This letter confirms that you, Richard A. Bianco (R. A. Bianco) personally hereby agrees to provide a financial commitment to AmBase Corporation ("AmBase" or the "Company") in the form of a line of credit up to $1,000,000 (One Million Dollars) or an additional amount(s) as may be necessary and agreed to for working capital for the Company on an as needed basis from time to time, if and when the case may be necessary on terms agreeable to/by the Company and R. A. Bianco at such time. Such line of credit to be secured by a first mortgage interest in the building, 100 Putnam Green, Greenwich, Connecticut ("100 Putnam") which shall be senior to any then existing liens on 100 Putnam.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 18th, 2024 • AmBase Corp • Operators of nonresidential buildings

THIS SUBSCRIPTION AGREEMENT (the “Agreement”)) made and effective as of the date AmBase Corporation, a Delaware corporation (the “Company”) executes this Agreement (the “Effective Date”), is by and between the Company and [__________________________________] (Please enter complete legal name of Investor) (“Investor”), with reference to the facts set forth below.

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 28th, 2024 • AmBase Corp • Operators of nonresidential buildings

THIS SUBSCRIPTION AGREEMENT (the “Agreement”)) made and effective as of the date AmBase Corporation, a Delaware corporation (the “Company”) executes this Agreement (the “Effective Date”), is by and between the Company and [__________________________________] (Please enter complete legal name of Investor) (“Investor”), with reference to the facts set forth below.

Contract
Rights Agreement • November 10th, 2015 • Ambase Corp • Operators of nonresidential buildings

RESOLVED, that Amendment No. 9 dated as of November 10, 2015 to the RIGHTS AGREEMENT dated as of February 10, 1986, between AMBASE CORPORATION, a Delaware corporation ("the "Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Rights Agent (the "Rights Agent").

ESCROW PROCEDURE LETTER AGREEMENT
Escrow Procedure Letter Agreement • August 13th, 2013 • Ambase Corp • Operators of nonresidential buildings
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RICHARD A. BIANCO AND AMBASE CORPORATION
Employment Agreement • March 30th, 2018 • Ambase Corp • Operators of nonresidential buildings

THIS AMENDMENT is entered into this 27th day of March 2018 by and between Richard A. Bianco (the "Executive" or "Mr. Bianco") and AmBase Corporation, a Delaware corporation (the "Company").

LOAN AGREEMENT Dated as of June 28, 2013 Among 111 WEST 57TH LH LLC and 111 WEST 57TH FE LLC collectively, as Borrower And ANNALY CRE LLC as Lender
Loan Agreement • August 13th, 2013 • Ambase Corp • Operators of nonresidential buildings • New York
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RICHARD A. BIANCO AND AMBASE CORPORATION DATED EFFECTIVE DECEMBER 30, 2011
Employment Agreement • March 28th, 2012 • Ambase Corp • Operators of nonresidential buildings

THIS AMENDMENT is entered into this 30th day of December 2011 by and between Richard A. Bianco (the “Executive” or “Mr. Bianco”) and AmBase Corporation, a Delaware corporation (the “Company”).

AmBase Corporation
Litigation Funding Agreement • May 21st, 2019 • Ambase Corp • Operators of nonresidential buildings

This letter agreement (the “Amendment”) is an amendment to the LFA by and between the Company, and you, Bianco (and together with any entity that is currently in existence or is formed by Bianco hereafter that is either wholly-owned by, or controlled directly or indirectly by, Bianco, the “Funder”). Capitalized terms not defined herein shall have the meaning ascribed to them in the LFA.

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