INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2018 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 2018, by and between American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), and __________ (“Indemnitee”).
LOAN AGREEMENT Dated as of June 15, 2016 Between ARC NYC1140SIXTH, LLC, as Borrower and LADDER CAPITAL FINANCE I LLC, a Delaware limited liability company, for itself to the extent of its interest and on behalf of Series TRS of Ladder Capital Finance...Loan Agreement • August 12th, 2016 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of June 15, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between LADDER CAPITAL FINANCE I LLC, a Delaware limited liability company, for itself to the extent of its interest and on behalf of Series TRS of Ladder Capital Finance I LLC, and SERIES TRS OF LADDER CAPITAL FINANCE I LLC, a Delaware series of Ladder Capital Finance I LLC, each having an address at 345 Park Avenue, 8th Floor, New York, New York 10154 (together with its successors and assigns, “Lender”) and ARC NYC1140SIXTH, LLC, a Delaware limited liability company, having an address at c/o AR Global, 405 Park Avenue, 14th Floor, New York, New York 10022 (together with its successors and permitted assigns, “Borrower”).
AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK CITY OPERATING PARTNERSHIP, L.P. Dated as of April 24, 2014American Realty Capital New York City REIT, Inc. • August 14th, 2014 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK CITY OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of April 24, 2014, is entered into among AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC., a Maryland corporation, as general partner (the “General Partner”), and NEW YORK CITY ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.
AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC. UP TO 40,526,315 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENTExclusive Dealer Manager Agreement • August 14th, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
American Realty Capital New York City REIT, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2014, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 30,000,000 shares (the “Primary Shares”) of its common stock, $0.01 par value per share (“Common Stock”), in the primary offering (the “Primary Offering”), and (b) up to 10,526,315 shares of its Common Stock (the “DRP Shares” and, together with the Primary Shares, the “Shares”), for issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Secti
ADVISORY AGREEMENT BY AND AMONG AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC., NEW YORK CITY OPERATING PARTNERSHIP, L.P., AND NEW YORK CITY ADVISORS, LLC Dated as of November 16, 2018Advisory Agreement • November 19th, 2018 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of November 16, 2018, is entered into among American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and New York City Advisors, LLC, a Delaware limited liability company.
AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • February 26th, 2014 • American Realty Captal New York City REIT, Inc. • Real estate investment trusts
Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2014 (the “Dealer Manager Agreement”), with American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”) and New York City Advisors, LLC, pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of (i) up to 30,000,000 shares of the Company's common stock, $0.01 par value per share (“Common Stock”) offered to the public in the primary offering (the “Primary Shares”), and (ii) up to 10,526,315 in shares of Common Stock offered pursuant to the Company's distribution reinvestment plan (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the Effective Date (as defined below). Notwithstanding the foregoing, the Company has reserved the right to reallocate the Shares between Primary Shares and the DRP Shares. Unti
AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC. UP TO 40,526,315 SHARES OF COMMON STOCK FORM OF EXCLUSIVE DEALER MANAGER AGREEMENTDealer Manager Agreement • February 26th, 2014 • American Realty Captal New York City REIT, Inc. • Real estate investment trusts • New York
LOAN AGREEMENT Dated as of March 6, 2017 Among ARC NYC123WILLIAM, LLC, as Borrower, and BARCLAYS BANK PLC, as LenderLoan Agreement • March 10th, 2017 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
PROPERTY MANAGEMENT AND LEASING AGREEMENTManagement and Leasing Agreement • June 15th, 2018 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
This property management and leasing agreement (this “Management Agreement”), is dated as of April 13, 2018 (the “Effective Date”), by and among the parties identified on Exhibit A attached hereto (collectively, “Owner”), and NEW YORK CITY PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).
250,000,000 Shares of Class A Common Stock EQUITY DISTRIBUTION AGREEMENTTerms Agreement • October 1st, 2020 • New York City REIT, Inc. • Real estate investment trusts • New York
FORM OF RESTRICTED SHARE AWARD AGREEMENT PURSUANT TO THE EMPLOYEE AND DIRECTOR INCENTIVE RESTRICTED SHARE PLAN OF AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC.Restricted Share Award Agreement • March 31st, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • Maryland
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), made as __________, 201___, is by and between American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), and ___________ (the “Participant”).
FORM OF RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE EMPLOYEE AND DIRECTOR INCENTIVE RESTRICTED SHARE PLAN OF AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC.Restricted Stock Award Agreement • August 12th, 2016 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of [ ] (the “Grant Date”), by and between American Realty Capital New York City REIT, Inc., a Maryland corporation with its principal office at 405 Park Avenue, New York, New York 10022 (the “Company”), and [ ] (the “Participant”).
PROPERTY MANAGEMENT AND LEASING AGREEMENTProperty Management and Leasing Agreement • August 14th, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
This property management and leasing agreement (this “Management Agreement”) is made and entered into as of April 24, 2014, by and among AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC., a Maryland corporation (the “Company”), NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”), and NEW YORK CITY PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).
LIMITED RECOURSE GUARANTYAmerican Realty Capital New York City REIT, Inc. • May 11th, 2017 • Real estate investment trusts
THIS LIMITED RECOURSE GUARANTY (as the same may be amended, restated, extended or otherwise modified from time to time, this “Guaranty”) is made as of this 6th day of March, 2017, by NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at c/o American Realty Capital New York City REIT, Inc., 106 York Road, Jenkintown, Pennsylvania 19046 (“Guarantor”), in favor of BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (together with its successors, permitted transferees and/or permitted assigns, collectively, the “Lender”).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • August 14th, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of May 5, 2014 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Realty Capital New York City REIT, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • May 11th, 2017 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (as the same may be amended, restated, extended, renewed or otherwise modified from time to time, this “Agreement”) made as of the 6th day of March, 2017, by ARC NYC123WILLIAM, LLC, a Delaware limited liability company, having its principal place of business at c/o American Realty Capital New York City REIT, Inc., 106 York Road, Jenkintown, Pennsylvania 19046 (“Borrower”), and NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at c/o American Realty Capital, 106 York Road, Jenkintown, Pennsylvania 19046 (“Principal”; Borrower and Principal are collectively herein referred to as “Indemnitor”), in favor of BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (together with its successors, permitted transferees and/or permitted assigns, collectively, “Indemnitee”) and other Indemnified Parties (defined below).
LOAN AGREEMENTLoan Agreement • May 11th, 2017 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
Exhibit A Form of Restricted Share Award Agreement FORM OF RESTRICTED SHARE AWARD AGREEMENT PURSUANT TO THE NEW YORK CITY REIT, INC.Restricted Share Award Agreement • May 13th, 2022 • New York City REIT, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of [___], 202[_] (the “Grant Date”), by and between New York City REIT, Inc., a Maryland corporation with its principal office at 650 Fifth Avenue, 30th Floor, New York, New York 10019 (the “Company”), and [INSERT NAME] (the “Participant”).
LOAN AGREEMENTLoan Agreement • August 14th, 2018 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
Loan Agreement Dated as of July 17, 2019 Between ARG NYC196ORCHARD, LLC as Borrower and NATIONWIDE LIFE INSURANCE COMPANY, as LenderLoan Agreement • July 22nd, 2019 • New York City REIT, Inc. • Real estate investment trusts
THIS LOAN AGREEMENT (this “Agreement”), is entered into as of July 17, 2019, between ARG NYC196ORCHARD, LLC, a Delaware limited liability company (“Borrower”), with an address at c/o AR Global, 405 Park Avenue, New York, New York 10022, and NATIONWIDE LIFE INSURANCE COMPANY, an Ohio corporation, together with its successors and assigns (“Lender”), with an address at One Nationwide Plaza, Fifth Floor, Columbus, Ohio 43215, ATTN: Real Estate Investments (1-05-701).
FORM OF ADVISORY AGREEMENT BY AND AMONG AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC., NEW YORK CITY OPERATING PARTNERSHIP, L.P., AND NEW YORK CITY ADVISORS, LLC Dated as of March [•], 2014Form of Advisory Agreement • March 31st, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”) dated as of March [•], 2014, is entered into among American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and New York City Advisors, LLC, a Delaware limited liability company.
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”).
NEW YORK CITY REIT, INC. and COMPUTERSHARE TRUST COMPANY, N.A. (Rights Agent) Rights Agreement Dated as of May 18, 2020Rights Agreement • May 19th, 2020 • New York City REIT, Inc. • Real estate investment trusts • New York
This Rights Agreement (this “Agreement”), dated as of May 18, 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”).
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • July 22nd, 2019 • New York City REIT, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is entered into as of May 31, 2019, by and between MB-REEC HOUSTON PROPERTY OWNER LLC, a Delaware limited liability company, having an address c/o Magnum Real Estate Group, 594 Broadway, Suite 1010, New York, New York 10012 (“Seller”) and ARG NYC196ORCHARD, LLC, a Delaware limited liability company, having an address c/o AR Global, 405 Park Avenue, New York, New York 10022 (“Purchaser”).
AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • July 22nd, 2019 • New York City REIT, Inc. • Real estate investment trusts
THIS AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is entered into as of May 3, 2019, by and between MB-REEC HOUSTON PROPERTY OWNER LLC, a Delaware limited liability company, having an address c/o Magnum Real Estate Group, 594 Broadway, Suite 1010, New York, New York 10012 (“Seller”) and ARG NYC196ORCHARD, LLC, a Delaware limited liability company, having an address c/o AR Global, 405 Park Avenue, New York, New York 10022 (“Purchaser”).
SETTLEMENT AGREEMENTSettlement Agreement • May 14th, 2018 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • Maryland
This Settlement Agreement (this “Agreement”) is made and entered into as of February 9, 2018 by and among American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), and the other entities and natural persons set forth on the signature page hereto (collectively, “Cove”) (each of the Company and each person constituting Cove is hereafter referred to as a “Party” to this Agreement, and collectively as the “Parties”).
AGREEMENT OF PURCHASE AND SALE between BPGL HOLDINGS LLC, a Delaware limited liability company, as SELLER and ARC NYC1140SIXTH, LLC, a Delaware limited liability company, as BUYER Dated as of March 18, 2016Agreement of Purchase and Sale • May 12th, 2016 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York
This AGREEMENT OF PURCHASE AND SALE (together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of the 18th day of March, 2016, between BPGL HOLDINGS LLC, a Delaware limited liability company, (“Seller”), and ARC NYC1140SIXTH, LLC, a Delaware limited liability company (“Buyer”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 12th, 2021 • New York City REIT, Inc. • Real estate investment trusts • New York
This Amendment No. 1 to the Amended and Restated Rights Agreement, dated as of August 12, 2021 (this “Amendment”), 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”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • April 1st, 2024 • American Strategic Investment Co. • Real estate investment trusts
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”) is entered into as of March 29, 2024 (“Effective Date”), by and among American Strategic Investment Co. (formerly known as 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”).
FIRST AMENDMENT TO OWNERSHIP LIMIT WAIVER AGREEMENTOwnership Limit Waiver Agreement • August 12th, 2022 • New York City REIT, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO OWNERSHIP LIMIT WAIVER AGREEMENT is entered into on August 10, 2022, by and between New York City REIT, Inc. (the “Company”) and New York City Advisors, LLC (the “Advisor”).
Carveout GUARANTYCarveout Guaranty • July 22nd, 2019 • New York City REIT, Inc. • Real estate investment trusts
This CARVEOUT GUARANTY (“Guaranty”) is executed as of July 17, 2019, by NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, whose address is c/o AR Global 405 Park Avenue, New York, New York 10022 (“Guarantor or Carveout Guarantor”), to and for the benefit of Nationwide Life Insurance Company, an Ohio corporation, together with its successors and assigns, whose address is One Nationwide Plaza, Fifth Floor, Columbus, Ohio 43215, Attention: Real Estate Investments, 1-05-701 (“Lender”).
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • July 22nd, 2019 • New York City REIT, Inc. • Real estate investment trusts • New York
THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) made as of the 10th day of April, 2019 by and between MB-REEC HOUSTON PROPERTY OWNER LLC, a Delaware limited liability company, having an address c/o Magnum Real Estate Group, 594 Broadway, Suite 1010, New York, New York 10012 (“Seller”) and ARG NYC196ORCHARD, LLC, a Delaware limited liability company, having an address c/o AR Global, 405 Park Avenue, New York, New York 10022 (“Purchaser”).
WAIVER AGREEMENTWaiver Agreement • February 4th, 2022 • New York City REIT, Inc. • Real estate investment trusts • Maryland
THIS WAIVER AGREEMENT (this “Agreement”), dated as of February 4, 2022, is among New York City REIT, Inc., a Maryland corporation (the “Company”), Bellevue Capital Partners, LLC (“Bellevue”) and New York City Advisors, LLC (the “Advisor”), the Company’s advisor and an entity controlled by Bellevue. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Rights Agreement (as defined below).
SECOND AMENDMENT TO WAIVER AGREEMENTWaiver Agreement • January 24th, 2023 • New York City REIT, Inc. • Real estate investment trusts • Maryland
This SECOND AMENDMENT TO THE WAIVER AGREEMENT is entered into on January 23, 2023, by and among American Strategic Investment Co. (the “Company”), Bellevue Capital Partners, LLC (“Bellevue”) and New York City Advisors, LLC (the “Advisor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in either the Waiver Agreement or in the Amended and Restated Rights Agreement, dated as of August 17, 2020, as amended by Amendment No. 1, dated as of August 12, 2021, and Amendment No. 2, dated as of August 10, 2022 (as amended the “Rights Agreement”).
