Wellsford Real Properties, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 25, 2000
Gotham Partners, L.P.
Gotham Partners International, Ltd.
Gotham Partners III, L.P.
Gotham Holdings I, L.L.C.
c/o Gotham Partners, L.P.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, N.Y. 10017
Ladies and Gentlemen:
It is our understanding that Gotham Partners, L.P., Gotham
Partners International, Ltd., Gotham Partners III, L.P., and Gotham
Holdings I, L.L.C. (each a "Gotham Entity," and collectively, the "Gotham
Entities") each owns the number of share of common stock ("Common Stock"),
par value $.01 per share, of Wellsford Real Properties, Inc. ("WRP") set
forth opposite its name on Exhibit A hereto (all such shares are referred
to herein as the "Shares"). Promptly upon the closing of trading on the
American Stock Exchange on the date hereof, WRP shall purchase (the
"Purchase"), and each Gotham Entity shall sell, all of the Shares set forth
opposite its name on Exhibit A hereto for a purchase price (the "Purchase
Price") of $8.00 per share (equal to an aggregate of $20,589,056 for all of
the Shares). Upon confirmation by WRP that all of the Shares have been
deposited in WRP's account at Xxxxxxx Xxxxx & Co., in proper form for
transfer, WRP shall promptly wire the Purchase Price, in immediately
available funds, to an account designated in writing by the Gotham
Entities.
In connection with the Purchase, each Gotham entity hereby
represents and warrants to WRP as follows:
(a) Each Gotham Entity is the sole record and beneficial owner
of, and has good and valid title to the Shares set forth opposite its name
on Exhibit A hereto, free and clear of any and all liens, pledges,
encumbrances, charges, agreements or claims of any kind whatsoever.
(b) Each Gotham entity has the requisite corporate, partnership
or limited liability company power, a the case may be, and authority to
execute, deliver and perform its obligations under this letter agreement
and to sell, assign, transfer and deliver the Shares set forth opposite its
name on Exhibit A hereto as provided in this letter agreement, and the
delivery of the Shares set forth opposite its name on Exhibit A hereto to
WRP as provided in this letter agreement will convey to WRP good and
marketable title to the Shares set forth opposite its name on Exhibit A
hereto, free and clear of any and all liens, pledges, encumbrances,
charges, agreements or claims of any kind whatsoever.
(c) The execution and delivery of this letter agreement, and the
consummation of the transactions contemplated hereby, have been duly
authorized by all necessary corporate, partnership or limited liability
company action, as the case may be, of each Gotham Entity. This letter
agreement has been duly executed and delivered by each Gotham Entity and
constitutes the legal, valid and binding obligation of each Gotham Entity,
enforceable against each Gotham Entity in accordance with its terms.
(d) No Gotham Entity is a party to, subject to or bound by, any
agreement, judgment, order, writ, injunction or decree of any court or
governmental body which are in conflict with or would prevent the
performance by such Gotham Entity of its obligations under this letter
agreement.
(e) Each Gotham Entity is fully familiar with the business and
financial condition of WRP and has made whatever inquiries it deemed
necessary in connection with the Purchase. Each Gotham Entity has had an
opportunity to ask questions of, and receive answers from, officers
concerning WRP and its financial condition, and all such questions, if any,
have been answered to the full satisfaction of such Gotham Entity.
In connection with the foregoing, each Gotham Entity hereby
acknowledges that until December 28, 2002, no Gotham Entity or its
affiliates shall, directly or indirectly, (a)(x) solicit, seek or offer to
effect or effect, (xx) negotiate with or provide any information to the
Board of Directors of WRP, any director or officer of WRP or any
stockholder of WRP with respect to, (xxx) make any statement or proposal,
whether written or oral, either alone or in concert with others, to the
Board of Directors of WRP, any director or officer of WRP or any
stockholder of WRP or any other person with respect to, or (xxxx) make any
public announcement (except as required by law in respect of actions
permitted hereby) or proposal or offer whatsoever (including, but not
limited to, any "solicitation" or "proxies" as such terms are defined or
used in Regulation 14A of the Exchange Act) with respect to, (i) any form
of business combination or similar or other extraordinary transaction
involving WRP or any affiliate thereof, including, without limitation, a
merger, tender or exchange offer or liquidation of WRP's assets, (ii) any
form of restructuring, recapitalization or similar transaction with respect
to WRP or any affiliate thereof, (iii) any purchase of any securities or
assets, or rights or options to acquire any securities or assets (through
purchase, exchange, conversion or otherwise), of WRP or any affiliate
thereof, (iv) any proposal to seek representation on the Board of Directors
of WRP or to seek to appoint, elect or remove any member of the Board of
Directors of WRP or make any public statements proposing or suggesting any
change in the Board of Directors or management of WRP or otherwise to seek
to control or influence the management, Board of Directors of WRP or any
affiliate thereof, (v) any request or proposal to waive, terminate or amend
the provisions of this agreement or (vi) any proposal or other statement
inconsistent with the terms of this agreement or (b) instigate, encourage,
join, act in concert with or assist (including, but not limited to,
providing or assisting in any way in the obtaining of financing for, or
acting as a joint or co-bidder for WRP with) any third party to do any of
the foregoing (the actions referred to in (a) and (b) in this sentence are
referred to as "Prohibited Actions"), unless and until such Gotham Entity
has received the prior written invitation or approval of a majority of the
Board of Directors of WRP to do any of the foregoing, it being agreed and
understood that the entering into of this agreement shall not constitute
such invitation or approval.
Each Gotham Entity acknowledges and agrees that in the event of
any breach of this agreement by any Gotham Entity, WRP would be irreparably
and immediately harmed and could not be made whole by monetary damages. It
is accordingly agreed that WRP in addition to any other remedy to which it
may be entitled in law or equity, shall be entitled to an injunction or
injunctions to prevent breaches of this agreement by any Gotham Entity and
to compel specific performance of this agreement, without the need for
proof of actual damages. Further, each Gotham Entity hereby waives any
request for or the seeking or posting of any bond in connection with such
injunction or injunctions.
Each Gotham Entity and WRP agrees that until December 28, 2002,
it will not solicit to hire any person then currently employed by the other
party; it being understood that "solicit to hire" does not include any
written or oral contracts initiated by an employee of either a Gotham
Entity or WRP with respect to the employee's potential employment by either
party to this agreement.
It is understood and agreed that no failure or delay by either
party hereto in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of
any right, power or privilege hereunder.
This agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to the principles
of conflict of laws thereof. This agreement may not be assigned in whole or
in part by either party without the prior written consent of the other
party. This Agreement set forth the entire agreement of the parties and is
intended to supercede all prior agreements, including, without limitation,
that certain Letter Agreement, dated December 28, 1999 between WRP and
Gotham Partners, L.P. This agreement may be executed in counterparts, each
of which shall be deemed to be an original, and all of which shall
constitute the same agreement.
Very truly yours,
WELLSFORD REAL PROPERTIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Title: Chairman
Agreed:
GOTHAM PARTNERS, L.P.
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P., General Partner
By: Karenina Corp., a GP
/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
President
GOTHAM PARTNERS INTERNATIONAL, LTD
By: Gotham Intl. Advisors, L.L.C.,
the Investment Manager
/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
Senior Managing Member
GOTHAM HOLDINGS I, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
Managing Member
EXHIBIT A
Gotham Partners, L.P. 1,416,609
Gotham Parnters International, Ltd. 880,838
Gotham Partners III, L.P. 1,200
Gotham Holdings I, L.L.C. 274,985
