ContractPromissory Note • April 2nd, 2008 • Tarragon Corp • Real estate investment trusts • New York
The indebtedness evidenced by this instrument is subordinated to the prior payment in full of the Senior Indebtedness as defined in, and to the extent provided in, the Agreement dated as of March 27, 2008, among Taberna Capital Management, LLC, Beachwold Partners, L.P., Mr. Robert Rothenberg and Tarragon Corporation.
WARRANT TO PURCHASE SHARES OF COMMON STOCK TARRAGON CORPORATIONWarrant Agreement • April 2nd, 2008 • Tarragon Corp • Real estate investment trusts • Nevada
This Warrant certifies that, for value received, Robert P. Rothenberg, or its registered assigns (the “Holder”), is entitled to purchase, at any time or from time to time after the date hereof (the “Exercise Date”), at the purchase price of $2.35 per share (the “Exercise Price”), up to an aggregate of 971,336 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Tarragon Corporation, a Nevada corporation (the “Company”). The number of shares purchasable upon exercise of this Warrant will be subject to adjustment as provided herein. The shares of Common Stock issuable upon exercise of this Warrant are referred to herein as the “Warrant Shares.” This Warrant is delivered pursuant to and contemporaneously with the Note and Warrant Purchase Agreement, dated as of the date hereof, by and between the Company and the Holder.
OPTION AGREEMENTOption Agreement • April 2nd, 2008 • Tarragon Corp • Real estate investment trusts • New York
THIS OPTION AGREEMENT (this “Agreement”) is made as of the 27th day of March, 2008, by and among Taberna Capital Management, LLC, as collateral manager, for and on behalf of the CDOs (as defined below) (“Taberna”), Beachwold Partners, L.P., a Texas limited partnership and Robert Rothenberg (collectively and individually, “Beachwold”), and Tarragon Corporation, a Nevada corporation (“Tarragon”). William S. Friedman (“Mr. Friedman”), Lucy Friedman (“Mrs. Friedman”), each individually and jointly as husband and wife (including as tenants by the entireties) (“Mr. Friedman” and “Mrs. Friedman,” and collectively the “Friedmans”) have signed to indicate their agreement to be bound by the obligations of Beachwold under the provisions of Articles 2, 3 and 5 of this Agreement and to make certain representations, warranties and covenants to and for the benefit of Taberna.
AGREEMENTLoan Agreement • April 2nd, 2008 • Tarragon Corp • Real estate investment trusts • New York
THIS AGREEMENT (this “Agreement”) is made as of the 27th day of March, 2008, by and among Taberna Capital Management, LLC, as collateral manager for and on behalf of the CDOs (as defined below) (“Senior Lender”), the holders of the Securities (as defined below), Beachwold Partners, L.P., a Texas limited partnership, and Robert Rothenberg (collectively and individually, “Junior Lender”) and Tarragon Corporation, a Nevada corporation (“Borrower”). William Friedman and Lucy Friedman, Affiliates (as defined below) of Junior Lender (the “Insiders”), have signed to indicate their agreement to be bound by the obligations of Junior Lender under the provisions of Articles 2, 3 and 4 of this Agreement and to make certain representations, warranties and covenants to and for the benefit of Senior Lender.
AGREEMENT TO CONTRIBUTE AMONG NORTHLAND PORTFOLIO L.P., a Delaware limited partnership, NORTHLAND FUND L.P., a Delaware limited partnership NORTHLAND FUND II, L.P., a Delaware limited partnership NORTHLAND FUND III, L.P., a Delaware limited...Agreement to Contribute • April 2nd, 2008 • Tarragon Corp • Real estate investment trusts • New York
This AGREEMENT TO CONTRIBUTE (this “Agreement”) is entered into as of this 31st day of March, 2008, by and among NORTHLAND PORTFOLIO L.P., a Delaware limited partnership (“Northland Portfolio”), NORTHLAND FUND L.P., a Delaware limited partnership (“Northland Fund I”), NORTHLAND FUND II, L.P., a Delaware limited partnership (“Northland Fund II”), NORTHLAND FUND III, L.P., a Delaware limited partnership (“Northland Fund III”), NORTHLAND INVESTMENT CORPORATION, a Massachusetts corporation (“NIC”), NORTHLAND AUSTIN INVESTORS LLC, a Delaware limited liability company (“Northland Austin”), AUSTIN INVESTORS L.P., a Delaware limited partnership (“Austin Investors”), DRAKE INVESTORS L.P., a Delaware limited partnership (“Drake”), TATSTONE INVESTORS L.P., a Delaware limited partnership company (“Tatstone” and together with Northland Portfolio, Northland Fund I, Northland Fund II, Northland Fund III, NIC, Northland Austin, Austin Investors and Drake, collectively, “Northland”), TARRAGON CORPORATI
