UNDERWRITING AGREEMENT between SACHEM CAPITAL CORP. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters SACHEM CAPITAL CORP.Underwriting Agreement • December 23rd, 2016 • Sachem Capital Corp. • Real estate investment trusts • New York
The undersigned, Sachem Capital Corp., a corporation formed under the laws of the State of New York (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being predecessors (including Sachem Capital Partners, LLC (“SCP”)), the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECOND AMENDED AND RESTATED COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENTCommercial Revolving Loan and Security Agreement • December 23rd, 2016 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
THIS IS THE SECOND AMENDED AND RESTATED COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENT made this ___ day of December, 2016 by and among
GUARANTY AGREEMENTGuaranty Agreement • December 23rd, 2016 • Sachem Capital Corp. • Real estate investment trusts • Connecticut
This Guaranty Agreement (the “Agreement”) is made this 18th day of December, 2014 by John Villano, an individual with an address at 59 Northford Road, Branford, Connecticut 06405, Jeffrey Villano, an individual with an address at 129 Catullo Drive, Guilford, Connecticut 06437, and JJV, LLC with offices at 23 Laurel Street, Branford, Connecticut 06405 (collectively, the “Guarantors”), in favor of Bankwell Bank, a Connecticut banking corporation, with an address at 208 Elm Street, New Canaan, Connecticut 06840 (the “Lender”).
SECOND REAFFIRMATION OF GUARANTY AGREEMENTGuaranty Agreement • December 23rd, 2016 • Sachem Capital Corp. • Real estate investment trusts
The undersigned (“Guarantors”) have executed and delivered to BANKWELL BANK (the “Lender”) one or more guaranty agreement(s) pursuant to the Unlimited Guaranty of Guarantors dated December 18, 2014 as reaffirmed by Reaffirmation of and Amendment to Guaranty Agreement dated (the “Guaranty”) pursuant to which Guarantors absolutely and unconditionally, jointly and severally, guaranty the repayment of all of the obligations and liabilities of Sachem Capital Partners, LLC (the “Existing Borrower”) to Lender as described in the Guaranty, which obligations and liabilities have now been assumed by Sachem Capital Corp. (formerly known as HML Capital Corp.) (the “Borrower”) pursuant to the Second Amended and Restated Commercial Revolving Loan and Security Agreement, of even date herewith (the “Loan Agreement”).
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • December 23rd, 2016 • Sachem Capital Corp. • Real estate investment trusts • New York
AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated this ___ day of __________, 2017 [the closing date of the Exchange], between Sachem Capital Partners, LLC, a Connecticut limited liability company (the “SCP”) and Sachem Capital Corp, a New York corporation (“SCC”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in Schedule I, attached hereto.
AMENDED AND RESTATED REVOLVING NOTERevolving Note • December 23rd, 2016 • Sachem Capital Corp. • Real estate investment trusts
Effective as of March 15, 2016, this Note shall supersede, amend, restate and replace in its entirety that certain Amended and Restated Revolving Note dated December 30, 2015 in the principal amount of $7,000,000.00 (referred to herein as the “Prior Note”) and is subject to the terms of the Amended and Restated Commercial Revolving Loan and Security Agreement of even date by and among the Borrower and the Lender. Neither execution of this Note by the Borrower, nor cancellation of the Prior Note by Lender, shall be deemed or construed as a novation of the Borrower’s obligation to pay the outstanding indebtedness evidenced by the Prior Note, all of which indebtedness shall be and remain in full force and effect, as amended and provided hereby.
