UNIT PURCHASE AGREEMENT by and between WEM-BRYNMAWR ASSOCIATES LLC, and NEWKIRK REALTY TRUST, INC.Unit Purchase Agreement • October 28th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
UNIT PURCHASE AGREEMENT, dated as of , 2005 (this “Agreement”), by and between WEM-BRYNMAWR ASSOCIATES LLC, a Delaware limited liability company (“Seller”), and NEWKIRK REALTY TRUST, INC., a Maryland Corporation (“Purchaser”).
Lock-Up Agreement — First UnionLock-Up Agreement • October 28th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
This letter agreement (this “Agreement”) relates to the proposed initial public offering (the “Offering”) by Newkirk Realty Trust, Inc., a Maryland corporation (the “Company”), of its common stock, $.01 par value (the “Stock”).
Shares of Common Stock NEWKIRK REALTY TRUST, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
Newkirk Realty Trust, Inc., a corporation organized and existing under the laws of Maryland (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional shares (the “Additional Shares”) of Common Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares”. The Shares are more fully described in the Registration Statement and Prospectus referred to below. Bear, Stearns & Co. Inc. (“Bear Stearns”) is acting as the lead manager (the “Lead Manager”) in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
NEWKIRK REALTY TRUST, INC. Suite 500 Boston, MA 02114 October 17, 2005Letter Agreement • October 28th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts
Reference is made to that certain Letter Agreement (the “Letter Agreement”), dated as of August 5, 2005, among Newkirk Realty Trust, Inc. (the “Corporation”), Apollo Real Estate Investment Fund III, L.P., (The Newkirk Master Limited Partnership, NKT Advisors LLC, Vornado Realty Trust, Vornado Realty L.P., VNK Corp., Vornado Newkirk LLC, and Vornado MLP GP LLC, and WEM-Brynmawr Associates LLC with respect to the transactions contemplated by, and related to, the initial public offering by the Corporation of its common stock. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Letter Agreement.
NEWKIRK REALTY TRUST, INC. 7 Bulfinch Place Suite 500 Boston, MA 02114 August 5, 2005Initial Public Offering Agreement • October 28th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts
and First Union’s waiver would entitle it to hold up to 17,500,000 shares of the Corporation’s common stock at such time, assuming that at such time it does not hold any units of the MLP redeemable for common stock of the Corporation, whether or not any other units have been redeemed or additional shares of the Corporation’s common stock have been issued prior to such redemption.
