NEW YORK CITY REIT, INC. and COMPUTERSHARE TRUST COMPANY, N.A. (Rights Agent) Amended and Restated Rights Agreement Dated as of August 17, 2020Rights Agreement • August 18th, 2020 • New York City REIT, Inc. • Real estate investment trusts • New York
This Amended and Restated Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 17, 2020, is made between New York City REIT, Inc., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
NEW YORK CITY REIT, INC.Outperformance Award Agreement • August 18th, 2020 • New York City REIT, Inc. • Real estate investment trusts • Delaware
This ADVISOR MULTI-YEAR OUTPERFORMANCE AWARD AGREEMENT (this “Agreement”) entered into on August 18, 2020, effective as of the Trading Commencement Time, by and between NEW YORK CITY REIT, INC., a Maryland corporation (the “Company”), its subsidiary NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and NEW YORK CITY ADVISORS, LLC, a Delaware limited liability company, the Company’s advisor (the “Advisor”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK CITY OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership)Agreement • August 18th, 2020 • New York City REIT, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of NEW YORK CITY OPERATING PARTNERSHIP, L.P. (the “Partnership”), is entered into among NEW YORK CITY REIT, INC., a Maryland corporation (in its capacity as general partner of the Partnership, together with its successors and permitted assigns that are admitted to the Partnership as a general partner of the Partnership in accordance with the terms hereof, the “General Partner”), for itself and for the Limited Partners listed on Schedule A not included on the signature page hereto, the Limited Partners included on the signature page hereto, and any other limited partner or general partner that is admitted from time to time to the Partnership and listed on Schedule A attached hereto, on August 18, 2020.
LISTING NOTE AGREEMENTListing Note Agreement • August 18th, 2020 • New York City REIT, Inc. • Real estate investment trusts • New York
This Listing Note Agreement (the “Listing Note”) is hereby entered into on August 18, 2020, effective as of the Listing (the “Effective Date”), by and between New York City Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”) and New York City Special Limited Partnership, LLC, a Delaware limited liability company (the “SLP”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to the applicable term in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 18, 2020 (the “OP Agreement”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • August 18th, 2020 • New York City REIT, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT is entered into on August 18, 2020, by and among New York City REIT, Inc. (the “Company”), New York City Operating Partnership, L.P. (the “Operating Partnership”) and New York City Advisors, LLC (the “Advisor”), effective as of the commencement of trading of shares of the Company’s Class A common stock on the New York Stock Exchange (the “Listing”).
