WHWEL Real Estate Limited Partnership
WXI/WWG Realty, L.L.C.
W/W Group Holdings, L.L.C.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 28, 1999
Wellsford Commercial Properties Trust
Wellsford Real Properties, Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is hereby made to the Limited Liability Company Operating
Agreement (the "Agreement") of Wellsford/Whitehall Group, L.L.C. (the
"Company"), dated the date hereof, among WHWEL Real Estate Limited Partnership
("WHWEL"), Wellsford Commercial Properties Trust ("WCPT"), WXI/WWG Realty,
L.L.C. ("Whitehall XI"), W/W Group Holdings, L.L.C. ("Holding Co.") and the
Saracen Members, pursuant to which WHWEL, WCPT, Whitehall XI, Holding Co. and
the Saracen Members set forth the terms and conditions by which the Company
intends to operate. Capitalized terms not otherwise defined herein shall have
the definitions set forth in the Agreement.
Subject to the provisions regarding restrictions on ownership and
transfer, and in addition to any rights set forth in the Agreement, including
without limitation the rights set forth in Section 8.3 thereof, in the event
WHWEL, Whitehall XI, Holding Co. and/or any of their Affiliates, either
individually or together, intend(s) to sell, whether in a registered or private
offering or otherwise, in one or more series of related transactions, any
combination of shares of common stock, par value $.01 per share, of Wellsford
Real Properties, Inc. ("WRP Shares"), or shares of beneficial interest, par
value $.01 per share, of WCPT ("WCPT Shares"), having an aggregate proposed
purchase price of $10 million or more, WHWEL, Whitehall XI and/or Holding Co.,
as the case may be, shall provide WRP and WCPT, respectively, (i) with two
business days prior written notice of its intention to commence such a sale and
(ii) during such two business day period, the opportunity to offer to purchase
from WHWEL, Whitehall XI and/or Holding Co., as the case may be, such WRP Shares
and/or WCPT Shares. Notwithstanding the foregoing, WHWEL, Whitehall XI or
Holding Co. shall have no obligation to accept any such offer from WRP or WCPT.
This letter agreement and all rights arising hereunder shall be
governed by the internal laws of the State of New York.
This letter agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
If the foregoing correctly reflects our understanding, please confirm
your acceptance by executing the enclosed counterpart of this letter agreement
and return it to the undersigned, whereupon it will become a binding agreement
between the parties hereto in accordance with its terms.
WHWEL REAL ESTATE LIMITED PARTNERSHIP
By: WHATR Gen-Par, Inc.,
as General Partner
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
WXI/WWG REALTY, L.L.C.
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
W/W GROUP HOLDINGS, L.L.C.
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
Acknowledged and agreed as of the date first above written:
WELLSFORD COMMERCIAL PROPERTIES TRUST
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
WELLSFORD REAL PROPERTIES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
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