SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 2nd, 2013 • Otsego Shares, LLC • Real estate • Delaware
This SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of April 22, 2013, is entered into by and among (i) OTSEGO SHARES, LLC, a Delaware limited liability company ("Buyer"), (ii) C3 INITIAL ASSETS LLC, a Delaware limited liability company ("Seller" and, together with Buyer, the "Parties"), (iii) solely with respect to Sections 4 and 8(a), C-III CAPITAL PARTNERS LLC, a Delaware limited liability company ("C-III"), and (iv) solely with respect to Section 6, Section 8(b) and Section 24 of this Agreement, HUNT CAPITAL PARTNERS, LLC ("Hunt").
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • May 2nd, 2013 • Otsego Shares, LLC • Real estate
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
STANDSTILL AGREEMENTStandstill Agreement • May 2nd, 2013 • Otsego Shares, LLC • Real estate • Delaware
This STANDSTILL AGREEMENT (this "Agreement"), dated as of April 22, 2013, is entered into by and among OTSEGO SHARES, LLC, a Delaware limited liability company ("Buyer"), ISLAND CAPITAL GROUP LLC, a Delaware limited liability company ("Island"), ANDREW L. FARKAS, an individual ("Farkas"), and JEFFREY P. COHEN, an individual ("Cohen" and, collectively with Island and Farkas, the "Standstill Parties").
May 22, 2013Otsego Shares, LLC • May 23rd, 2013 • Real estate
Reference is made to that certain Standstill and Exclusivity Agreement, dated as of May 13, 2013 (as amended on May 16, 2013, the “Agreement”) by and between Centerline Holding Company (collectively with its Subsidiaries, the “Company”) and Hunt Capital Partners, LLC (“Acquirer”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.
AGREEMENT AND PLAN OF MERGER by and between OTSEGO SHARES, LLC and CENTERLINE HOLDING COMPANYAgreement and Plan of Merger • June 12th, 2013 • Otsego Shares, LLC • Real estate • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 10, 2013 (this “Agreement”), by and between Otsego Shares, LLC, a Delaware limited liability company (“Acquirer”) and Centerline Holding Company, a Delaware statutory trust (the “Company”).
May 28, 2013Otsego Shares, LLC • May 29th, 2013 • Real estate
Reference is made to that certain Standstill and Exclusivity Agreement, dated as of May 13, 2013 (as amended on May 16, 2013, the “Agreement”) by and between Centerline Holding Company (collectively with its Subsidiaries, the “Company”) and Hunt Capital Partners, LLC (“Acquirer”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.
May 30, 2013Otsego Shares, LLC • May 31st, 2013 • Real estate
Reference is made to that certain Standstill and Exclusivity Agreement, dated as of May 13, 2013 (as amended on May 16, 2013, the “Agreement”) by and between Centerline Holding Company (collectively with its Subsidiaries, the “Company”) and Hunt Capital Partners, LLC (“Acquirer”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.
May 16, 2013Otsego Shares, LLC • May 17th, 2013 • Real estate
Reference is made to that certain Standstill and Exclusivity Agreement, dated as of May 13, 2013 (the “Agreement”) by and between Centerline Holding Company (collectively with its Subsidiaries, the “Company”) and Hunt Capital Partners, LLC (“Acquirer”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.
June 7, 2013Otsego Shares, LLC • June 10th, 2013 • Real estate
Reference is made to that certain Standstill and Exclusivity Agreement, dated as of May 13, 2013 (as amended on May 16, 2013, the “Agreement”) by and between Centerline Holding Company (collectively with its Subsidiaries, the “Company”) and Hunt Capital Partners, LLC (“Acquirer”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.
STANDSTILL AND EXCLUSIVITY AGREEMENTStandstill and Exclusivity Agreement • May 14th, 2013 • Otsego Shares, LLC • Real estate • Delaware
This STANDSTILL AND EXCLUSIVITY AGREEMENT (this “Agreement”) is dated as of May 13, 2013 and is by and between Centerline Holding Company (collectively with its Subsidiaries, the “Company”) and Hunt Capital Partners, LLC (“Acquirer”). The Company and Acquirer are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Certain capitalized terms used herein have the meanings set forth in Section 6.
