0000891836-99-000405 Sample Contracts

ARTICLE 1 DEFINITIONS
Registration Rights Agreement • June 7th, 1999 • Whwel Real Estate Lp • Real estate investment trusts • New York
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ARTICLE 1 DEFINITIONS
Warrant Agreement • June 7th, 1999 • Whwel Real Estate Lp • Real estate investment trusts • New York
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R E C I T A L S
Warrant Agreement • June 7th, 1999 • Whwel Real Estate Lp • Real estate investment trusts • New York
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WHWEL REAL ESTATE LIMITED PARTNERSHIP 85 BROAD STREET NEW YORK, NEW YORK 10004
Whwel Real Estate Lp • June 7th, 1999 • Real estate investment trusts • New York

We refer to the Limited Liability Company Operating Agreement (the "LLC Agreement") of Wellsford/Whitehall Properties Group, L.L.C. ("Group") dated as of the date hereof, among Wellsford Commercial Properties Trust ("WCPT"), WHWEL Real Estate Limited Partnership ("WHWEL") and the other Members. Capitalized terms used and not defined herein shall have the meanings set forth in the LLC Agreement.

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OF
Limited Liability Company Operating Agreement • June 7th, 1999 • Whwel Real Estate Lp • Real estate investment trusts • Delaware
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WHWEL Real Estate Limited Partnership WXI/WWG Realty, L.L.C. W/W Group Holdings, L.L.C. 85 Broad Street, 19th Floor New York, New York 10004
Whwel Real Estate Lp • June 7th, 1999 • Real estate investment trusts • 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.

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