MASTER COMBINATION AGREEMENT by and among NEW YORK REIT, INC., NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P., JBG PROPERTIES INC., JBG/OPERATING PARTNERS, L.P., and THE JAGUAR PARTIES SET FORTH ON SCHEDULE A dated as of May 25, 2016Agreement and Plan of Merger • May 26th, 2016 • New York REIT, Inc. • Real estate investment trusts • Maryland
This MASTER COMBINATION AGREEMENT (hereinafter referred to as this “Agreement”), dated as of May 25, 2016, is made by and among New York REIT, Inc., a Maryland corporation (“Giants”), New York Recovery Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Giants (the “Operating Partnership” and together with Giants, the “Giants Parties”), JBG Properties Inc., a Maryland corporation (“Jaguar Properties”), JBG/Operating Partners, L.P., a Delaware limited partnership (“Jaguar Operating Partners” and together with Jaguar Properties, the “Jaguar Management Entities”) and the Jaguar Properties affiliates listed on Schedule A (the “Jaguar Funds” and together with the Jaguar Management Entities, the “Jaguar Parties” and together with the Giants Parties, collectively, the “Parties”) . All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.6 (Certain Definitions) or as otherwise defined elsewhere in this Agre
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 26th, 2016 • New York REIT, Inc. • Real estate investment trusts • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of May 25, 2016, is by and among New York REIT, Inc., a Maryland corporation (the “Company”), New York Recovery Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Operating Partnership”), and New York Recovery Advisors, LLC, a Delaware limited liability company (the “Service Provider”). The Company and the Operating Partnership are sometimes referred to herein collectively as the “Recipients” and each individually as a “Recipient.”
JBG - HAPPEL Consulting Agreement Terms Dated as of May 25, 2016Consulting Agreement Terms • May 26th, 2016 • New York REIT, Inc. • Real estate investment trusts
General: Commencing on the closing date (the “Effective Date”) of the proposed business combination transactions (collectively, the “Transaction”) between the Company and various JBG-related entities (“JBG”) pursuant to the terms of a Master Combination Agreement dated as of May 25, 2016 (the “MCA”), JBG will cause the Company to retain the Consultant as an independent consultant to provide services to the Company and its affiliates pursuant to the terms and conditions specified herein (the “Agreement”). The terms set forth herein will be memorialized in a Consulting Agreement to be executed by the parties (as set forth above) prior to and effective on the Effective Date (the initial term and any extension thereof, collectively, the “Consulting Agreement”)
SUPPORT AGREEMENTSupport Agreement • May 26th, 2016 • New York REIT, Inc. • Real estate investment trusts • Maryland
This SUPPORT AGREEMENT, dated as of May 25, 2016 (this “Agreement”), is made and entered into by and among JBG/Operating Partners, L.P., a Delaware limited partnership (“Jaguar”), and each of the stockholders of New York REIT, Inc., a Maryland corporation (the “Company”) that are listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).
TERMINATION AGREEMENT AND RELEASETermination Agreement and Release • May 26th, 2016 • New York REIT, Inc. • Real estate investment trusts • New York
This TERMINATION AGREEMENT AND RELEASE (this “Agreement”), dated as of May 25, 2016, is by and among New York REIT, Inc., a Maryland corporation (the “Company”), New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “NYRT Parties”), New York Recovery Properties, LLC, a Delaware limited liability company (the “Manager”), and New York Recovery Advisors, LLC, a Delaware limited liability company (the “Advisor” and together with the Manager, the “AR Capital Parties” and the AR Capital Parties together with the NYRT Parties, the “Parties” and individually, a “Party”).
OMNIBUS AMENDMENT AND TERMINATION AGREEMENT FOR THE NEW YORK REIT, INC. SECOND AMENDED AND RESTATED 2014 ADVISOR MULTI-YEAR OUTPERFORMANCE AGREEMENTAnd Termination Agreement • May 26th, 2016 • New York REIT, Inc. • Real estate investment trusts • New York
This OMNIBUS AMENDMENT AND TERMINATION AGREEMENT FOR THE NEW YORK REIT, INC. SECOND AMENDED AND RESTATED 2014 ADVISOR MULTI-YEAR OUTPERFORMANCE AGREEMENT, dated as of May 25, 2016 (this “Agreement”), is entered into by and among New York REIT, Inc. (the “Company”), New York Recovery Operating Partnership, L.P. (the “Partnership”), New York Recovery Advisors, LLC (the “Advisor”) and each of the persons whose names are set forth on Schedule A hereto (the “Transferees”).
