BROAD STREET REALTY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2022 • Broad Street Realty, Inc. • Real estate • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 22, 2022 among Broad Street Realty, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Fortress Investors” (collectively with each Person, if any, who executes a Joinder as a “Fortress Investor” in accordance with this Agreement, the “Fortress Investors”) and each Person, if any, who executes a Joinder as an “Other Investor” in accordance with this Agreement (collectively, the “Other Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
PREFERRED EQUITY INVESTMENT AGREEMENT AMONG BROAD STREET OPERATING PARTNERSHIP, LP, as Common Member, Broad Street Eagles JV LLC, as the Company, and CF FLYER PE INVESTOR LLC, as Preferred Investor November 22, 2022Preferred Equity Investment Agreement • November 25th, 2022 • Broad Street Realty, Inc. • Real estate • Delaware
THIS PREFERRED EQUITY INVESTMENT AGREEMENT (this “Agreement”), dated effective for all purposes as of November 22, 2022 (the “Effective Date”), is by and among BROAD STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Common Member”), Broad Street Eagles JV LLC, a Delaware limited liability company (the “Company”), and CF Flyer PE Investor LLC, a Delaware limited liability company (“Preferred Investor”).
LOAN AGREEMENT Dated as of November 22, 2022 Between BSR MIDTOWN CURRENT LLC, as Borrower And AMERICAN GENERAL LIFE INSURANCE COMPANY and THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, collectively, as LenderLoan Agreement • November 25th, 2022 • Broad Street Realty, Inc. • Real estate
LOAN AGREEMENT dated as of November 22, 2022 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between BSR MIDTOWN CURRENT LLC, a Delaware limited liability company (together with its permitted successors and/or assigns, “Borrower”), and AMERICAN GENERAL LIFE INSURANCE COMPANY and THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (together with their successors and/or assigns, “Lender”).
GOVERNANCE AGREEMENT DATED AS OF NOVEMBER 22, 2022 AMONG BROAD STREET REALTY, INC., CF FLYER PE INVESTOR LLC AND THE OTHER PARTIES HERETOGovernance Agreement • November 25th, 2022 • Broad Street Realty, Inc. • Real estate • Delaware
This GOVERNANCE AGREEMENT is entered into as of November 22, 2022 (the “Closing Date”) by and among Broad Street Realty, Inc., a Delaware corporation (“Broad Street”), CF Flyer PE Investor LLC, a Delaware limited liability company (“Fortress”), and, solely for purposes of Section 2.5 and Section 4.5, each of the Insider Stockholders (defined herein), as applicable.
AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP OF BROAD STREET OPERATING PARTNERSHIP, LPAgreement of Limited Partnership • November 25th, 2022 • Broad Street Realty, Inc. • Real estate
This Amendment No. 1 to the Agreement of Limited Partnership of Broad Street Operating Partnership, LP (this “Amendment”) is made as of November 22, 2022 by Broad Street OP GP, LLC, a Delaware limited liability company (the “General Partner”), as sole general partner of Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in the Agreement of Limited Partnership of the Partnership, dated as of May 21, 2019 (the “Partnership Agreement”), for the purpose of designating the rights and preferences of Series A Preferred Partnership Units (as defined below) and issuing additional Partnership Units in the form of Preferred Partnership Units (as defined below). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.
BROAD STREET EAGLES JV LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF November 22, 2022Limited Liability Company Agreement • November 25th, 2022 • Broad Street Realty, Inc. • Real estate • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BROAD STREET EAGLES JV LLC (the “Company”), dated as of November 22, 2022 (the “Closing Date”), by and among CF Flyer PE Investor LLC, a Delaware limited liability company (“Preferred Member”), Broad Street Operating Partnership, LP, a Delaware limited partnership (“Common Member”), the Independent Manager (as defined herein), and such other persons as shall hereinafter become members of the Company as hereinafter provided (Preferred Member, Common Member, and such other persons, each a “Member” and, collectively, the “Members”).
CASH FLOW PLEDGE AGREEMENTCash Flow Pledge Agreement • November 25th, 2022 • Broad Street Realty, Inc. • Real estate • New York
This CASH FLOW PLEDGE AGREEMENT (this “Agreement”), dated as of November 22, 2022 (the “Effective Date”), is made by BROAD STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Pledgor”), in favor of CF FLYER PE INVESTOR LLC, a Delaware limited liability company (together with its successors and assigns, “Investor”).
