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 • December 27th, 2019 • 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”).
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”).
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”.
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).
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”).
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”.
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 Premier Brookhill LLC, a Virginia 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 Brookhill Merger Sub LLC, a Virginia 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”).
BROAD STREET REALTY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2019 • Broad Street Realty, Inc. • Real estate • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 27, 2019 (the “Effective Date”), is by and among Broad Street Realty, Inc., a Delaware corporation (“BSR”), and Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with BSR, the “Company”), and Michael Jacoby (the “Executive”).
LOAN AGREEMENT DATED AS OF DECEMBER 27, 2019 BETWEEN BSV COLONIAL OWNER LLC, BSV LAMONTICELLO OWNER LLC, BSV DEKALB LLC, BSV CRESTVIEW SQUARE LLC, BSV CORAL HILLS LLC, AND BSV WEST BROAD COMMONS LLC, COLLECTIVELY, AS BORROWER AND BIG REAL ESTATE...Loan Agreement • December 27th, 2019 • Broad Street Realty, Inc. • Real estate • New York
THIS LOAN AGREEMENT dated as of December 27, 2019 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) 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 its permitted successors and assigns, “Borrower”), and BIG REAL ESTATE FINANCE I, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
BROAD STREET REALTY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2019 • Broad Street Realty, Inc. • Real estate • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 27, 2019 (the “Effective Date”), is by and among Broad Street Realty, Inc., a Delaware corporation (“BSR”), and Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with BSR, the “Company”), and Alexander Topchy (the “Executive”).
BROAD STREET BIG FIRST OP LLC (a Delaware Limited Liability Company) AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • December 27th, 2019 • Broad Street Realty, Inc. • Real estate • Delaware
THIS AMENDED AND RESTATED OPERATING AGREEMENT, is entered into and shall become effective as of December 27, 2019 (the “Effective Date”) by and among (i) Broad Street BIG First OP LLC (the "Company") (ii) BIG BSP Investments, LLC (the “Class A Member”), (iii) BROAD STREET OPERATING PARTNERSHIP, L.P. (the “Class B Member”) and (iv) any Persons hereafter admitted to the Company as Substitute Member(s) in accordance with the express terms hereof.
