EXHIBIT 1.1Securities Purchase Agreement • October 10th, 2000 • Bhit Inc • Real estate investment trusts • Delaware
AGREEMENT AND PLAN OF MERGER by and among BSV CORAL HILLS INVESTORS LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV CORAL HILLS MERGER SUB LLC Dated as of May 28, 2019Agreement and Plan of Merger • May 31st, 2019 • MedAmerica Properties Inc. • Real estate • Maryland
This AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules hereto, this “Agreement”) is made and entered into as of May 28, 2019, by and among BSV CORAL HILLS INVESTORS LLC, a Maryland limited liability company (the “Company”), MEDAMERICA PROPERTIES INC., a Delaware corporation (“MAMP”), BROAD STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Operating Partnership”), and BSV CORAL HILLS MERGER SUB LLC, a Maryland limited liability company and a wholly owned subsidiary of MAMP (“Merger Sub” and, together with MAMP and the Operating Partnership, the “MAMP Parties”). The Company, MAMP, the Operating Partnership and Merger Sub are each individually referred to herein as a “Party” and collectively as the “Parties.”
aMEnDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2012 • Banyan Rail Services Inc. • Real estate investment trusts • Illinois
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated and effective as of May 11, 2012 (the “Agreement” or “Loan Agreement”), is executed by and between THE WOOD ENERGY GROUP, INC., a Missouri corporation (the “Borrower”), whose address is 2255 Glades Road, Suite 342-W, Boca Raton, Florida 33431 and FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), whose address is 222 South Riverside Plaza, 32nd Floor, Chicago, Illinois, 60606.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 3rd, 2019 • MedAmerica Properties Inc. • Real estate
This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV West Broad Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV West Broad Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 3rd, 2019 • MedAmerica Properties Inc. • Real estate
This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Cromwell Parent LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Cromwell Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 3rd, 2019 • MedAmerica Properties Inc. • Real estate
This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Spotswood Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Spotswood Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 27th, 2019 • Broad Street Realty, Inc. • Real estate
This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV Spotswood Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), Broad Street Realty, Inc., a Delaware corporation (formerly known as MedAmerica Properties Inc.) (“Broad Street”), and Spotswood Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of December 27, 2019, by and among the Company, the Operating Partnership, Broad Street and Merger Sub (collectively, the “Parties”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 14th, 2023 • Broad Street Realty, Inc. • Real estate • Delaware
This Indemnification Agreement (“Agreement”) by and between Broad Street Realty, Inc., a Delaware corporation (“Broad Street”), and [ ] (“Indemnitee”) is entered into as of , 20 (the “Effective Date”).
Master Loan and Security AgreementLoan and Security Agreement • May 15th, 2012 • Banyan Rail Services Inc. • Real estate investment trusts • Ohio
This Master Loan and Security Agreement (this “Agreement”) dated as of March 26, 2012 is made by and between FIFTH THIRD BANK, an Ohio banking corporation, for itself and as agent for any affiliate of Fifth Third Bancorp (together with its successors and assigns, the “Lender”), and THE WOOD ENERGY GROUP, INC., a corporation organized under the laws of the State of Missouri and having a principal place of business at 2255 Glades Road, Boca Raton, FL 33431 (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2009 • Bhit Inc • Real estate investment trusts • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of August 31, 2009, by and between The Wood Energy Group, Inc., a Missouri corporation (“Employer”), and Andy C. Lewis, an individual residing at 868 South Allis Road, Wilmar, Arkansas 71675 (“Employee”).
AGREEMENT OF LIMITED PARTNERSHIP OF BROAD STREET OPERATING PARTNERSHIP, LPAgreement • December 22nd, 2020 • Broad Street Realty, Inc. • Real estate • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of May 21, 2019 (the “Agreement”), is entered into by and among Broad Street OP GP, LLC, a Delaware limited liability company, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Broad Street Operating Partnership, LP (the “Partnership”) as provided herein.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 27th, 2019 • Broad Street Realty, Inc. • Real estate
This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV Cromwell Parent LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), Broad Street Realty, Inc., a Delaware corporation (formerly known as MedAmerica Properties Inc.) (“Broad Street”), and BSV Cromwell Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of December 27, 2019, by and among the Company, the Operating Partnership, Broad Street and Merger Sub (collectively, the “Parties”).
ALLONGE AND MODIFICATION AGREEMENT (NOTE NO. 1) (Amendment and Modification of Note No. 1)Allonge and Modification Agreement • March 28th, 2022 • Broad Street Realty, Inc. • Real estate
THIS ALLONGE AND MODIFICATION AGREEMENT (the “Agreement”) is dated as of the 22nd day of March, 2022, by Broad Street Operating Partnership, LP, a Delaware limited partnership, Broad Street Realty, Inc., a Delaware corporation, and Broad Street Realty, LLC, a Maryland limited liability company, their respective successors and/or assigns (collectively, the “Borrower” for clerical convenience); MVB Bank, INC., a West Virginia banking corporation, its successors and/or assigns (the “Lender”); and Michael Z. Jacoby (individually) (the “Guarantor”).
TAX PROTECTION AGREEMENTTax Protection Agreement • December 27th, 2019 • Broad Street Realty, Inc. • Real estate • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into effective as of December 27, 2019 (the “Effective Date”) by and among Broad Street Realty, Inc., a Delaware corporation (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), the persons listed on Schedule 1 hereto (each an “Initial Protected Partner” and, together, the “Initial Protected Partners”), and any substitute or additional Protected Partners becoming a party hereto after the date hereof and in accordance with the terms hereof. Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties”.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 9th, 2016 • Banyan Rail Services Inc. • Sanitary services • Arizona
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of this 8th day of August (the “Effective Date”), between RK-WEM, LLC, an Arizona limited liability company (“Seller”), and BANYAN SURPRISE PLAZA LLC, an Arizona limited liability company (“Purchaser”).
EXHIBIT 2.1Sale of Franchise Interest Agreement • October 10th, 2000 • Bhit Inc • Real estate investment trusts • New York
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 16th, 2022 • Broad Street Realty, Inc. • Real estate
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made this 14th day of January, 2022, by and between (i) BBL CURRENT OWNER, LLC, a Delaware limited liability company (“Seller”); and (ii) BROAD STREET REALTY, INC., a Delaware corporation, its nominee, designee or assignee (“Purchaser”). Seller and Purchaser are hereinafter referred to each as a "party" and collectively as the "parties".
REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • February 18th, 2016 • Banyan Rail Services Inc. • Sanitary services
THIS REAL ESTATE PURCHASE AGREEMENT (“Agreement”) is made this 16th day of February, 2015 (“Effective Date”), by and between ANDERSON INVESTMENT MANAGEMENT, INC. (hereinafter referred to as “Seller”), and THERMOCAST ACQUISTION CORP., a Delaware corporation (hereinafter referred to as “Purchaser”).
REPRESENTATION AND WARRANTY INDEMNIFICATION AGREEMENTRepresentation and Warranty Indemnification Agreement • May 31st, 2019 • MedAmerica Properties Inc. • Real estate • Delaware
Loan AgreementLoan Agreement • December 27th, 2019 • Broad Street Realty, Inc. • Real estate • Virginia
This Loan Agreement (the “Loan Agreement”) is dated as of the 27th day of December, 2019, by and between MVB BANK, INC., a West Virginia banking corporation, its successors and/or assigns (the “Lender”), having an address for notices hereunder of 12100 Sunset Hills Road, Suite 130, Reston, Virginia 20190, Attn: Garret Reed; and Broad Street Operating Partnership, LP, a Delaware limited partnership, Broad Street Realty, Inc., a Delaware corporation, and Broad Street Realty, LLC, a Maryland limited liability company, their respective successors and/or assigns (collectively, the “Borrower” for clerical convenience), each having an address for notices hereunder of 7250 Woodmont Avenue, Suite 350, Bethesda, Maryland 20814, Attn: Michael Jacoby; and agreed and consented to by each Guarantor (as defined below).
OFFICE LEASE AND ADMINISTRATIVE SUPPORT AGREEMENTOffice Lease and Administrative Support Agreement • March 31st, 2017 • Banyan Rail Services Inc. • Sanitary services
THIS OFFICE LEASE AND ADMINISTRATIVE SUPPORT AGREEMENT (this “Agreement”) is made on February 3, 2017, by and between Banyan Rail Services Inc. (“Banyan”) and Boca Equity Partners LLC (“BEP”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 27th, 2019 • Broad Street Realty, Inc. • Real estate
This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV LSP East Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), Broad Street Realty, Inc., a Delaware corporation (formerly known as MedAmerica Properties Inc.) (“Broad Street”), and BSV LSP East Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), is made and entered into effective as of December 27, 2019, by and among the Company, the Operating Partnership, Broad Street and Merger Sub (collectively, the “Parties”).
Office Lease and Administrative Support AgreementOffice Lease and Administrative Support Agreement • June 5th, 2015 • Banyan Rail Services Inc. • Sanitary services
THIS OFFICE LEASE AND ADMINISTRATIVE SUPPORT AGREEMENT (this “Agreement”) is made on June 1, 2015, by and between Banyan Rail Services Inc. (“Banyan”) and Boca Equity Partners, LLC (“BEP”).
first amendment to amended AND RESTATED LOAN and security agreementLoan and Security Agreement • December 6th, 2012 • Banyan Rail Services Inc. • Real estate investment trusts
This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated and effective as of November 30, 2012 (the “Amendment”), is executed by and between THE WOOD ENERGY GROUP, INC., a Missouri corporation (the “Borrower”), whose address is 2255 Glades Road, Suite 342-W, Boca Raton, Florida 33431 and FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), whose address is 222 South Riverside Plaza, 32nd Floor, Chicago, Illinois, 60606.
aMENDED AND RESTATED Stock Pledge AgreementAmended and Restated Stock Pledge Agreement • May 15th, 2012 • Banyan Rail Services Inc. • Real estate investment trusts • Illinois
This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT dated and effective as of May 11, 2012 (the “Pledge Agreement”), is executed by and between Banyan Rail Services, Inc. as successor by merger with B.H.I.T., INC., a Delaware corporation (the “Pledgor”), whose address is 2255 Glades Road, Suite 342-W, Boca Raton, Florida 33431 and FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), whose address is 222 South Riverside Plaza, 32nd Floor, Chicago, Illinois, 60606.
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (Dekalb Plaza)Purchase and Sale Agreement • July 25th, 2023 • Broad Street Realty, Inc. • Real estate
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is effective as of July 17, 2023, and is entered into by and between (i) BSV DEKALB LLC, a Pennsylvania limited liability company (“Seller”), and (ii) THE VIEW AT MARLTON LLC, a Delaware limited liability company, its nominees, designees, or assignees (“Purchaser”).
BIG BSP INVESTMENTS, LLCBroad Street Realty, Inc. • June 19th, 2020 • Real estate
Reference is made to that certain Amended and Restated Operating Agreement of Broad Street BIG First Op LLC, dated as of December 27, 2019, among the Company, the undersigned, as the Class A Member, and you, as the Class B Member (the “Operating Agreement”). Capitalized terms used in this letter without definition shall have the meanings set forth in the Operating Agreement, and references to a “Section” in this letter refers to a section of the Operating Agreement.
OFFICE LEASE AND ADMINISTRATIVE SUPPORT AGREEMENTOffice Lease and Administrative Support Agreement • September 13th, 2018 • MedAmerica Properties Inc. • Real estate
THIS OFFICE LEASE AND ADMINISTRATIVE SUPPORT AGREEMENT (this "Agreement") is made on September 13, 2018, by and between MedAmerica Properties Inc. ("MedAmerica") and Boca Equity Partners LLC ("BEP").
ContractLoan Agreement • June 19th, 2020 • Broad Street Realty, Inc. • Real estate
THIS AMENDMENT TO LOAN AGREEMENT, dated as of the 16th day of June, 2020 (this “Amendment”), between BSV COLONIAL OWNER LLC, BSV LAMONTICELLO OWNER LLC AND BSV WEST BROAD COMMONS LLC, each a Virginia limited liability company, BSV CRESTVIEW SQUARE LLC AND BSV CORAL HILLS LLC, each a Maryland limited liability company, and BSV DEKALB LLC, a Pennsylvania limited liability company (individually and collectively, as the context may require, together with their permitted successors and assigns, “Borrower”), and BIG REAL ESTATE FINANCE I, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender” together with Borrower the “Parties”).
SUPPORT AGREEMENTSupport Agreement • March 31st, 2017 • Banyan Rail Services Inc. • Sanitary services
THIS SUPPORT AGREEMENT (this “Agreement”) is made on February 3, 2017, by and between Banyan Rail Services Inc. (“Banyan”) and Boca Equity Partners, LLC (“BEP”).
Demand Note and Loan AgreementBanyan Rail Services Inc. • March 2nd, 2017 • Sanitary services • Florida
For Value Received, Banyan Rail Services Inc., a Delaware Corporation (“Company”), promises to pay to Boca Equity Partners LLC, a Delaware limited liability company, its successors and assigns (“Holder”), the principal advanced by Holder to the Company hereunder as reflected on the attached loan schedule (each an “Advance”), plus interest on the aggregate unpaid principal balance from time to time outstanding at the rate of 10.0% per annum from the date advanced, in accordance with the terms of this Demand Note and Loan Agreement (this “Note”). Holder may, but is not required to, make Advances to the Company as the Company may from time to time request, and the attached loan schedule shall be updated to reflect each Advance as and when it is made. This Note replaces a $250,000 Demand Note and Loan Agreement from the Company to Holder dated July 27, 2016 (the “July Note”), and the July Note is hereby cancelled and terminated. The initial principal amount of this Note represent advances
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (Dekalb Plaza)Purchase and Sale Agreement • July 25th, 2023 • Broad Street Realty, Inc. • Real estate
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is effective as of June 21, 2023, and is entered into by and between (i) BSV DEKALB LLC, a Pennsylvania limited liability company (“Seller”), and (ii) THE VIEW AT MARLTON LLC, a Delaware limited liability company, its nominees, designees, or assignees (“Purchaser”).
LEASELease • November 14th, 2011 • Banyan Rail Services Inc. • Real estate investment trusts
This Lease entered into this 29th day of August, 2011 by and between Louisiana and North West Railroad Company, Inc., a Louisiana Corporation (“Lessor”) and Wood Energy Group, Inc. (“Lessee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 18th, 2016 • Banyan Rail Services Inc. • Sanitary services • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into and effective as of February 16, 2016 (the “Effective Date”), by and among (i) THERMOCAST ACQUISITION CORP., a Delaware corporation (“Buyer”), (ii) BANYAN RAIL SERVICES INC., a Delaware corporation and the parent of Buyer (“Parent”), (iii) INTERNATIONAL THERMOCAST CORPORATION, a Georgia corporation, and THE DEKOR CORPORATION, a Georgia corporation (together “Sellers”), and (iv) MARK ANDERSON, an individual resident of the State of Georgia and the sole shareholder of Sellers (“Sole Shareholder”). Capitalized terms not otherwise defined in the body of this Agreement are defined in the Appendix attached hereto and a table of defined terms also appears in the Appendix.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • February 1st, 2010 • Banyan Rail Services Inc. • Real estate investment trusts
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.
