REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of July 27, 2015, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 10,667,667 shares of Common Stock. In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and subsequent transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
LOAN AGREEMENTLoan Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of December 12, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CITIBANK, N.A., having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013 (together with its successors and/or assigns, “Lender”) and 141 LIVINGSTON OWNER LLC, a Delaware limited liability company having its principal place of business at 4611 12th Avenue, Suite 1L, Brooklyn, New York 11219 (together with its successors and/or assigns, “Borrower”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENAISSANCE EQUITY HOLDINGS LLC August 3, 2015Limited Liability Company Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Renaissance Equity Holdings LLC, a New York limited liability company (the “Company”), is made and entered into as of the 3rd day of August, 2015 (the “Effective Date”), by and among those persons listed on Schedule A, as it may be amended from time to time, as members of the Company (each a “Member” and collectively, the “Members”) and any other Persons who become Members after Effective Date.
INVESTMENT AGREEMENTInvestment Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
This Investment Agreement (this “Agreement”), dated as of August 3, 2015, is made by and among Clipper Realty Inc. (the “Company”), Clipper Realty L.P. (the “Operating Partnership”), Gunki Holdings LLC (the “LLC Subsidiary”) and the Continuing Investors listed on Schedule A (the “Continuing Investors”).
LOAN INDEMNIFICATION AGREEMENTLoan Indemnification Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
This LOAN INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of August 3, 2015, by Clipper Realty Inc., a Maryland corporation (“Clipper REIT”) and Clipper Realty L.P., a Delaware limited partnership, (“Clipper OP” and, together with Clipper REIT, the “Clipper Parties” or the “Indemnitor”), in favor of the Guarantor (as defined below).
AMENDED AND RESTATED LOAN AGREEMENT Dated as of December 15, 2014 By and Among 50 MURRAY STREET ACQUISITION LLC, as Borrower And GERMAN AMERICAN CAPITAL CORPORATION, and any other lending institutions which may from time to time become a party hereto...Loan Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of December 15, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (collectively, together with its successors and permitted assigns hereunder, including any Assignee (as defined herein) hereunder and such other co-lenders as may exist from time to time, each a “Lender” and collectively, the “Lenders”), DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank, AG, a German Bank, authorized by the New York Department of Financial Services (“DB”), having an address at 60 Wall Street, New York, New York 10005, as administrative agent (including any of its successors and assigns, “Agent”) for itself and the other Lenders party hereto from time to time, and 50 MURRAY STREET ACQUISITION LLC a Delaware limited liability company, havin
CLIPPER REALTY INC. 2015 NON-EMPLOYEE DIRECTOR PLAN RESTRICTED LTIP UNIT AGREEMENT FOR DIRECTORSRestricted Ltip Unit Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • Delaware
This RESTRICTED LTIP UNIT AGREEMENT (this “Agreement” or “Restricted LTIP Unit Agreement”) is made as of the Grant Date set forth on Schedule A hereto between Clipper Realty Inc., a Maryland corporation (the “Company”), its subsidiary Clipper Realty L.P., a Delaware limited partnership (the “Partnership”), and the non-employee director of the Company listed on Schedule A (the “Director”).
SERVICES AGREEMENTServices Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
This SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2015, by and between Clipper Equity LLC, a New York limited liability company (“Equity”) and CLIPPER REALTY L.P., a Delaware limited partnership (the “Service Provider”).
LOAN INDEMNIFICATION AGREEMENT Flatbush GardensLoan Indemnification Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
This LOAN INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of August 3, 2015, by Clipper Realty Inc., a Maryland corporation (“Clipper REIT”) and Clipper Realty L.P., a Delaware limited partnership, (“Clipper OP” and, together with Clipper REIT, the “Clipper Parties” or the “Indemnitor”), in favor of the Guarantor (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 3rd day of August, 2015 by and between David Bistricer and Trapeze Inc. (each an “Indemnifying Party” and, collectively, the “Indemnifying Parties”), on the one hand, and Clipper Realty Inc., Clipper Realty L.P., and Berkshire Equity LLC and each of their respective direct and indirect subsidiaries (each an “Indemnified Party” and, collectively, the “Indemnified Parties”), on the other hand.
SERVICES AGREEMENTServices Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
This SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2015, by and between CLIPPER REALTY L.P., a Delaware limited partnership (“Realty”), and Clipper Equity LLC, a New York limited liability company (the “Service Provider”).
FIRST AMENDMENT TO LOAN AGREEMENT, GUARANTY, ENVIRONMENTAL INDEMNITY AND OTHER LOAN DOCUMENTSLoan Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO LOAN AGREEMENT, GUARANTY, ENVIRONMENTAL INDEMNITY AND OTHER LOAN DOCUMENTS (this “Agreement”) is made as of the 3rd day of August, 2015, by and among 141 LIVINGSTON OWNER LLC, a Delaware limited liability company, having its principal place of business at 4611 12th Avenue, Suite 1L, Brooklyn, New York 11219 (together with its successors and/or assigns, “Borrower”), CITIBANK, N.A., having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013 (together with its successors and/or assigns, “Lender”), CLIPPER REALTY L.P., a Delaware limited partnership, having an address at 4611 12th Avenue, Apartment 1L, Brooklyn, New York 11219 (“Clipper”), DAVID BISTRICER, an individual, having a principal residence at 4611 12th Avenue, Apartment 1L, Brooklyn, New York 11219 (“Bistricer”) and SAM LEVINSON, an individual, having a principal residence at 810 Seventh Avenue – 28 Floor, New York, New York 10119 (“Levinson”; and individually and/or collectively with B
TAX PROTECTION AGREEMENTTax Protection Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of August 3, 2015, is made by and among Clipper Realty Inc., a Maryland corporation (the “REIT”), Clipper Realty L.P., a Delaware limited partnership (the “Partnership”), Renaissance Equity Holdings LLC, a Delaware limited liability company (“Renaissance”), Berkshire Equity LLC, a Delaware limited liability company (“Berkshire”), Gunki Holdings LLC, a Delaware limited liability company (“Gunki”), 50/53 JV LLC, a Delaware limited liability company (“50/53 JV”, and together with Renaissance, Berkshire and Gunki, the “Companies”) and the members of the Companies listed on Schedules A-D hereto (the “Continuing Investors”).
LOAN INDEMNIFICATION AGREEMENT Tribeca MezzanineLoan Indemnification Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
This LOAN INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of August 3, 2015, by Clipper Realty Inc., a Maryland corporation (“Clipper REIT”) and Clipper Realty L.P., a Delaware limited partnership, (“Clipper OP” and, together with Clipper REIT, the “Clipper Parties” or the “Indemnitor”), in favor of the Guarantor (as defined below).
LOAN INDEMNIFICATION AGREEMENT TribecaLoan Indemnification Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
This LOAN INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of August 3, 2015, by Clipper Realty Inc., a Maryland corporation (“Clipper REIT”) and Clipper Realty L.P., a Delaware limited partnership, (“Clipper OP” and, together with Clipper REIT, the “Clipper Parties” or the “Indemnitor”), in favor of the Guarantor (as defined below).
INVESTMENT AGREEMENTInvestment Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
This Investment Agreement (this “Agreement”), dated as of August 3, 2015, is made by and among Clipper Realty Inc. (the “Company”), Clipper Realty L.P. (the “Operating Partnership”), 50/53 JV LLC (the “LLC Subsidiary”) and the Continuing Investors listed on Schedule A (the “Continuing Investors”).
JOINDER, REAFFIRMATION AND RATIFICATION OF FIRST MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS AND FIRST MEZZANINE ENVIRONMENTAL INDEMNITY AGREEMENTFirst Mezzanine Guaranty of Recourse Obligations and First Mezzanine Environmental Indemnity Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York
This JOINDER, REAFFIRMATION AND RATIFICATION OF FIRST MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS AND FIRST MEZZANINE ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is entered into as of August 3, 2015 by DAVID BISTRICER, an individual, having an address at c/o Clipper Equity LLC, 46-11 12th Avenue, Suite 1L, Brooklyn, New York 11219 (“Bistricer”) and TRAPEZE INC., a Delaware corporation, having an address at 810 Seventh Avenue, 28th Floor, New York, New York 10019 (“Trapeze”; each of the foregoing, a “Guarantor”, and collectively, “Guarantors”) and CLIPPER REALTY L.P., a Delaware limited partnership, having an address at 46-11 12th Avenue, Suite 1L, Brooklyn, New York 11219 (“Additional Guarantor”), for the benefit of 50 MURRAY MEZZ FUNDING LLC, a Delaware limited liability company, having an address at 420 Lexington Avenue, 19th Floor, New York, New York 10170, in its capacity as administrative agent (together with its successors and/or assigns, “Agent”), for itself and on behal
CLIPPER REALTY INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLANRestricted Ltip Unit Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • Delaware
This RESTRICTED LTIP UNIT AGREEMENT (this “Agreement” or “Restricted LTIP Unit Agreement”) is made as of the Grant Date set forth on Schedule A hereto between Clipper Realty Inc., a Maryland corporation (the “Company”), its subsidiary Clipper Realty L.P., a Delaware limited partnership (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
Consolidation, Modification, Extension and Spreader Agreement, Assignment of Leases and Rents and Security AgreementConsolidation, Modification, Extension and Spreader Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts
THIS CONSOLIDATION, MODIFICATION, EXTENSION AND SPREADER AGREEMENT, ASSIGNMENT OF LEASE AND RENTS AND SECURITY AGREEMENT (herein “Agreement”) is made this 24th day of September, 2012, between Renaissance Equity Holdings LLC A, Renaissance Equity Holdings LLC B, Renaissance Equity Holdings LLC C, Renaissance Equity Holdings LLC D, Renaissance Equity Holdings LLC E, Renaissance Equity Holdings LLC F and Renaissance Equity Holdings LLC G, all limited liability companies organized and existing under the laws of the State of New York, with a principal place of business at 4611 12th Avenue, Apt. 1L, Brooklyn, New York 11219, (herein collectively “Borrower”) and NEW YORK COMMUNITY BANK, a banking corporation organized and existing under the laws of the State of New York, with a place of business at One Jericho Plaza, Jericho, New York 11753 (herein “Lender”).
