Unassociated Document


     

    
      SERIES
B-1 AND SERIES C PREFERRED SHARE PURCHASE AGREEMENT

       

      This
Series B-1 and Series C Preferred Share Purchase Agreement (the “Agreement”) is made
the 1st day of November, 2009 (the “Effective Date”) by
and between ____________ (the “Seller”), and
Winthrop Realty Trust, an Ohio real estate investment trust (the “Company”).

       

      RECITALS

       

      WHEREAS,
the Seller is the current bona fide owner and holder of ________ Series B-1
Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest of the
Company, liquidation value $25.00 per share (the “Series B-1
Shares”);

       

      WHEREAS,
the Company wishes to purchase the Series B-1 Shares from the Seller upon the
terms and subject to the conditions of this Agreement; and

       

      WHEREAS,
in connection with the Company’s purchase of the Series B-1 Shares, the Seller
is concurrently purchasing from the Company _________ shares (the “Purchased Shares”) of
Series C Cumulative Convertible Redeemable Preferred Shares of Beneficial
Interest of the Company, liquidation value $25.00 per share (the “Series C Shares”),
which Series C Shares are convertible into Common Shares of Beneficial Interest
of the Company, par value $1.00 per share (the “Common Shares”),
pursuant to the terms of the Series C Shares Certificate of Designations, dated
as of November 1, 2009 (as it may be amended, restated or amended and restated
from time to time).

       

      AGREEMENT

       

      The
parties hereto hereby agree as follows:

       

      1.      Purchase
and Sale.

       

      (a)      Purchase and Sale of Series B-1
Shares.  The Seller hereby transfers, assigns and sells to the
Company, and the Company hereby purchases from the Seller, the Series B-1 Shares
for an aggregate purchase price consisting solely of the Purchased Shares (the
“B-1 Purchase
Price”).

       

      (b)      Delivery of Series B-1 Shares.
The parties acknowledge that the Seller has delivered to the Company
share certificates representing the Series B-1 Shares duly endorsed to the
Company, receipt of which is hereby acknowledged by the Company, and the Company
shall cancel the Series B-1 Shares as a result of the transactions contemplated
hereby.

       

      (c)      Purchase and Sale of Purchased
Shares. In consideration of the Company’s purchase of the Series B-1
Shares, the Company hereby issues, sells and delivers to the Seller, and the
Seller hereby purchases from the Company, the Purchased Shares, for an aggregate
purchase price consisting of the Series C Shares, which  Purchased
Shares have a liquidation value of $25.00 per share.

       

      (d)      Delivery of Purchased Shares.
The Company agrees to deliver to the Seller promptly after the Effective Date
Share Certificates representing the Purchased Shares.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.      Representations
and Warranties of the Seller.  The Seller hereby
represents and warrants to the Company that:

       

      (a)      Right, Title and Interest to Series
B-1 Shares.  The Seller is the bona fide holder of the Series
B-1 Shares and is in valid possession of all right, title and interest to the
Series B-1 Shares, and as a result of the Seller’s delivery to the Company of
share certificates representing the Series B-1 Shares duly endorsed to the
Company, the Company will acquire good and marketable title thereto, free and
clear of all liens, restrictions, claims, charges and encumbrances and the
Series B-1 Shares are not subject to any adverse claim upon the closing of the
transactions contemplated hereby.

       

      (b)      Authorization and Validity of
Agreement.  The Seller has the power and authority and has
taken all necessary actions to execute and deliver this Agreement, to consummate
the transactions contemplated hereby and to take all other actions required to
be taken by it pursuant to the provisions hereof.  This Agreement has
been duly executed and delivered by the Seller.  This Agreement is
legal, valid and binding upon and enforceable against the Seller in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
moratorium, insolvency, fraudulent conveyance, reorganization, or other similar
laws affecting the enforcement of creditors’ rights generally.

       

      (c)      No Conflict with Other
Instruments.  The Seller is not subject to any agreement,
instrument, judgment, order, document or other restriction of any kind that
would prevent the consummation of the transactions contemplated by this
Agreement.

       

      (d)           Investment
Representations

       

      .  The Seller
understands that the Purchased Shares (as well as any Common Shares issuable
upon the conversion of the Purchased Shares), have not been registered under the
Securities Act of 1933 (the “Securities
Act”).  Seller also understands that the Purchased Shares are
being offered and sold pursuant to an exemption from registration contained in
the Securities Act based in part upon Seller’s representations contained in this
Section 2(d).  In that regard, the Seller hereby represents and
warrants as follows:

       

      (i)           Seller Bears Economic
Risk.  The Seller has substantial experience in evaluating and
investing in private placement transactions of securities in companies similar
to the Company so that it is capable of evaluating the merits and risks of its
investment in the Company and has the capacity to protect its own
interests.  The Seller understands and accepts that it must bear the
economic risk of this investment indefinitely unless the Purchased Shares (and
any Common Shares issuable upon the conversion of the Purchased Shares) are
registered pursuant to the Securities Act, or an exemption from registration is
available.

       

      (ii)           Acquisition for Own
Account.  The Seller is acquiring the Purchased Shares (and any
Common Shares issuable upon the conversion of the Purchased Shares) for the
Seller’s own account for investment only, and not with a view towards, or for
resale in connection with, their distribution in any transaction that would be
in violation of the securities laws of the United States of America or any State
thereof.  Seller understands that the Purchased Shares (and any Common
Shares issuable upon the conversion of the Purchased Shares) have not been
approved or disapproved by the Securities and Exchange Commission (the “Commission”), or any
other federal or state agency, nor has the Commission or any such agency passed
upon the accuracy or adequacy of any of the information provided to the
Seller.

       

      
        
           

        

        
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      (iii)           Accredited
Investor.  The Seller is an “accredited investor” within the
meaning of Regulation D under the Securities Act.  The address of the
Seller set forth on the signature page hereto is the Seller’s current
address.

       

      (iv)           Company
Information.  The Seller has had an opportunity to discuss the
Company’s business, management and financial affairs with directors, officers
and management of the Company and has had the opportunity to review the
Company’s operations and facilities and is satisfied with the results
thereof.  The Seller has also had the opportunity to ask questions of
and receive answers from, the Company and its management regarding the terms and
conditions of its investment in the Purchased Shares.

       

      (v)           No Oral Representations. In
making the Seller’s investment in the Company, no oral representations or
warranties have been made to the Seller.  The Seller acknowledges that
it has been advised that no person is authorized to give any information or to
make any statement not contained in any of the written information provided to
the Seller by the Company and that any information or statement not made by such
person must not be relied upon as having been authorized by the Company or any
professional advisors or counsel thereto. The Seller and the Seller’s
representatives must rely on their own due diligence of the Company and any
other investigations deemed necessary for the purpose of determining whether to
proceed with the investment in the Company.

       

      (vi)           Legend.  The Seller
agrees that the certificates evidencing the Purchased Shares (and any Common
Shares issuable upon the conversion of the Purchased Shares) shall bear the
following legend restricting their transferability under the Securities
Act:

       

      THE
SHARES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”).  NO SALE, OFFER TO SELL OR TRANSFER OF THE SHARES REPRESENTED
BY THIS CERTIFICATE SHALL BE MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES UNDER THE ACT, OR AN OPINION OF COUNSEL TO THE COMPANY
THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

       

      


      (e) Public
Reports.  Seller has received, read and understands the
Company’s Annual Report on Form 10-K (for the year ended December 31, 2008) and
Quarterly Report on Form 10-Q (for the quarterly period ended June 30,
2009).

       

      (f)  Indemnification. The Seller
shall indemnify and hold harmless each of the Company, its directors, officers,
persons controlling the Company, any affiliate of the foregoing or any
professional advisors thereto, from and against any and all loss, damage,
liability or expense, including costs and reasonable attorneys’ fees, to which
any of them may be put or which they may incur by reason of or in connection
with any misrepresentation made by Seller or any breach of any of Seller’s
warranties hereunder.

       

      
        
           

        

        
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      3.      Representations
and Warranties of the Company.  The Company
hereby represents and warrants to the Seller that:

       

      (a)      Authorization and Validity of
Agreement.  The Company has the power and authority and has
taken all necessary actions to execute and deliver this Agreement and the
Certificate of Designations, to consummate the transactions contemplated hereby
and to take all other actions required to be taken by it pursuant to the
provisions hereof, and no additional consent or approval of any other person,
entity or governmental authority (including, without limitation, the Company’s
Board of Directors or its stockholders, whether under the rules and regulations
of any securities exchange on which the Company’s securities trade or otherwise)
is required therefor.  This Agreement has been duly executed and
delivered by the Company.  This Agreement and the Certificate of
Designations are legal, valid and binding upon and enforceable against the
Company in accordance with their terms, except as such enforceability may be
limited by bankruptcy, moratorium, insolvency, fraudulent conveyance,
reorganization, or other similar laws affecting the enforcement of creditors’
rights generally.

       

      (b)      No Conflict with Other
Instruments.  The Company is not subject to any agreement,
instrument, judgment, order, document or other restriction of any kind that
would prevent the consummation of the transactions contemplated by this
Agreement.

       

      (c)      Full Disclosure. Neither the
Company’s Annual Report on Form 10-K (for the year ended December 31, 2008) and
Quarterly Report on Form 10-Q (for the quarterly period ended June 30, 2009)
contain any untrue statement of a material fact or omit to state a material fact
required to be stated or therein necessary to make the statements contained
therein not misleading in light of the circumstances under which they were
made.

       

      (d)      Validity of Purchased
Shares. Upon issuance of the
Purchased Shares (and any Common Shares issuable upon the conversion of the
Purchased Shares) and payment therefore pursuant hereto, the Purchased Shares
(and any Common Shares issuable upon the conversion of the Purchased Shares)
will be fully paid and nonassessable.

       

      4.      Release.  By
the surrender of the Series B-1 Shares and acceptance of the B-1 Purchase Price,
the Seller hereby releases the Company from any and all obligations with respect
to the Series B-1 Shares, financial and otherwise, and relinquishes the right to
any legal claim against the Company in connection with the Series B-1 Shares
except for the right to receive dividends through October 31, 2009.

       

      5.      Confidentiality
of Information. The Seller agrees to hold and to cause its
representatives and affiliates to hold all information received from or
concerning the Company in connection with the transactions contemplated by this
Agreement in confidence, and not to use or disclose any of such information to
any such third party, except to the extent such information may be made publicly
available by the Company.

       

      6.      Registration
Rights.

       

      (a)      The
Company hereby agrees to prepare and file, not later than ninety (90) days after
the date of this Agreement, with the Commission a registration statement on Form
S-3, or other appropriate form in the Company’s discretion (the “Registration
Statement”) with respect to the resale of the Common Shares issuable upon
the conversion of the Purchased Shares (such Common Shares, the “Registrable Shares”)
and to use its best efforts to cause the Registration Statement to be declared
effective by the Commission.

       

      
        
           

        

        
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      (b)      In
connection with the registration of the Common Shares described in Section 6(a), the
Company agrees that it will:

       

      (i)           Prepare
and file with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection with the Registration Statement
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by the Registration
Statement;

       

      (ii)           Furnish
to the Seller such number of copies of the Registration Statement and each such
amendment and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus (including each preliminary prospectus and
summary prospectus) in conformity with the requirements of the Securities Act,
and such documents, if any, incorporated by reference in such Registration
Statement or prospectus, and such other documents as the Seller may reasonably
request in order to facilitate the disposition of the Reigstrable Shares owned
by it that are included in such registration;

       

      (iii)           Use
its reasonable efforts to register and qualify the Registrable Shares under such
other securities or “blue sky” laws of such jurisdictions as shall be reasonably
requested by the Seller, keep such registration or qualification in effect for
so long as the Registration Statement remains in effect, and do any or all acts
and things which may be reasonably necessary to enable the Seller to consummate
the disposition in such jurisdiction of the Registrable Shares; provided, that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business, to subject itself to taxation, or to file a general
consent to service of process in any such states or jurisdictions;

       

      (iv)           Notify
the Seller and (if requested by the Seller) confirm such advice in writing, (I)
when or if the prospectus or any prospectus supplement or post-effective
amendment has been filed, and, with respect to the Registration Statement or any
post-effective amendment, when the same has become effective, (II) of any
request by the Commission for amendments or supplements to the Registration
Statement or the prospectus or for additional information, (III) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose,
(IV) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, and (V) of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;

       

      (v)           If
any fact contemplated by clause (V) of paragraph (iv), above, shall exist,
prepare a supplement or post-effective amendment to the Registration Statement
or the related prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchaser of the Registrable Shares the prospectus will not contain an untrue
statement of material fact or omit to state any material fact necessary to make
the statements therein not misleading;

       

      
        
           

        

        
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      (vi)           Use
best efforts to obtain the withdrawal of any order suspending the effectiveness
of the Registration Statement at the earliest possible moment;

       

      (vii)           Otherwise
use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its shareholders, as soon
as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months, but not more than eighteen (18) months, beginning with the
first month of the first fiscal quarter after the effective date of such
Registration Statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 under the Securities Act;
and

       

      (viii)           Keep
the Registration Statement current and effective until the earlier of (i) the
date on which all of the Registrable Shares under the Registration Statement
have been sold by the Seller and (ii) the date on which the Registrable Shares
under the Registration Statement may be immediately sold to the public without
registration or restriction (including, without limitation, as to volume) under
the Securities Act (including, without limitation, Rule 144 promulgated
thereunder).

       

      (ix)           Cause
all Registrable Shares registered hereunder to be listed on each securities
exchange on which similar securities of the same class issued by the Company are
then listed.

       

      (c)      Obligation of Seller to Furnish
Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the Seller shall furnish to the Company in writing such information regarding
itself, the Purchased Shares, Common Shares and/or any other shares of
beneficial interest of the Company it then holds, and the intended method of
disposition of such shares as shall reasonably be required to timely effect the
registration of the Registrable Shares.

       

      (d)      Deferral.  If the
Company shall furnish to the Seller a certificate signed by the President or
Chief Executive Officer of the Company (a “Demand Deferral
Notice”) stating that, in the good faith judgment of the Board of
Trustees of the Company, it would be seriously detrimental to the Company and
its shareholders for such Registration Statement to be filed and it is therefore
essential to defer the filing of such Registration Statement, then the Company
shall have the right to defer such filing for a period of not more than ninety
(90) days after the date such Demand Deferral Notice is furnished to the Seller;
provided, however, that the Company may not
utilize this right more than once.  Notwithstanding the foregoing, if
such a Demand Deferral Notice is delivered during the Registration Period, the
Company shall continue to be obligated to deliver such additional shares as
described in, and in accordance with, Section 6(a)
above.

       

      
        
           

        

        
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      (e)      Discontinuance of a Disposition of
Registrable Shares.  If any Registrable Shares are registered
for sale under the Securities Act, the Seller shall cease any distribution of
such shares under the Registration Statement not more than once in any twelve
(12) month period, for up to ninety (90) days each, upon the request of the
Company if: (x) such distribution would require the public disclosure of
material non-public information concerning any transaction or negotiations
involving the Company or any of its affiliates that, in the good faith judgment
of the Company’s Board of Trustees, would materially interfere with such
transaction or negotiations, (y) such distribution would otherwise require
premature disclosure of information that, in the good faith judgment of the
Company’s Board of Trustees, would adversely affect or otherwise be detrimental
to the Company or (z) the Company proposes to file a registration statement
under the Securities Act for the offering and sale of securities for its own
account in an underwritten offering and the managing underwriter therefor shall
advise the Company in writing that in its opinion the continued distribution of
Registrable Shares would adversely affect the success of the offering of the
securities proposed to be registered for the account of the
Company.  The Company shall promptly notify the Seller at such time as
(i) such transactions or negotiations have been otherwise publicly disclosed or
terminated, (ii) such non-public information has been publicly disclosed or
counsel to the Company has determined that such disclosure is not required due
to subsequent events or (iii) the completion of such underwritten
offering.

       

      (f)      Reports under Securities Exchange Act
of 1934. With a view to making available to the Seller the benefits of
Rule 144 and any other rule or regulation of the Commission that may at any time
permit the Seller to sell securities of the Company to the public without
registration or pursuant to a Registration Statement, the Company agrees
to:

       

      (i)           use
its reasonable best efforts to make and keep adequate current public information
available in accordance with Rule 144(c) at all times as the Company remains
subject to the periodic reporting requirements under Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”);

       

      (ii)           use
its reasonable best efforts to take such action as is necessary to enable the
Seller to qualify for use of the Commission’s Form S-3 or such other
registration statement form as may be applicable for the sale of their
Registrable Shares;

       

      (iii)           use
its reasonable best efforts to file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Exchange Act; and

       

      (iv)           furnish
to the Seller, so long as the Seller owns any Registrable Shares, upon
reasonable request (i) a written statement by the Company that it has complied
with the reporting requirements of the Securities Act and the Exchange Act, or
that it qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (or such other form as the Company is then eligible to use), and (ii) a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company with the Commission.

       

      
        
           

        

        
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      7.      Indemnification
with respect to the Registration Rights. In connection with
the registration rights described in Section 6 above, or
any Registration Statement prepared in connection with this
Agreement:

       

      (a)      By the Company.  To
the extent permitted by law, the Company will indemnify and hold harmless the
Seller, any underwriter (as defined in the Securities Act), and all of their
respective officers, directors, shareholders, trustees, agents, employees or
other control persons (“Related Persons”)
against any actions, costs, losses, claims, damages or liabilities (“Claims or Damages”),
insofar as such Claims or Damages (or actions in respect thereto) arise out of
or are based upon the following actions by the Company or its Related Persons:
(i) any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements thereto;
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not
misleading; or (iii) any violation or alleged violation by any party or its
agents of the Securities Act, the Securities  Exchange Act of 1934
(the “Exchange
Act”), any federal or state securities law, or any rule or regulation
promulgated under any of the foregoing in connection with the offering covered
by such Registration Statement (collectively, “Violations”). The
Company will reimburse the Seller and each of its Related Persons for any legal
or other expenses they or any of them may incur in connection with investigating
or defending any such Claims or Damages; provided, however, that the indemnity
agreement contained in this Section 7(a) shall
not apply to amounts paid in settlement of any such Claims or Damages if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld or delayed), nor shall the Company be liable in any
such case for any such Claims or Damages to the extent that they arise out of or
are based upon a Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by the Seller or any of its Related Persons.

       

      (b)      By Seller.  To the
extent permitted by law, the Seller will indemnify and hold harmless the
Company, any underwriter (as defined in the Securities Act), and all of their
respective Related Persons, against any Claims or Damages they or any of them
may incur insofar as such Claims or Damages (or actions in respect thereto)
arise out of or are based upon any Violation of or by the Seller or its Related
Persons, in each case to the extent (and only to the extent) that such Violation
occurs in connection with written information furnished by the Seller expressly
for use in connection with a registration; and the Seller will reimburse any
legal or other expenses reasonably incurred by the Company, any underwriter and
any of their respective Related Persons, in connection with investigating or
defending any Claim or Damage; provided, however, that the indemnity
agreement contained in this Section 7(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Seller, which consent shall not be unreasonably withheld or delayed; and provided, further, that the total amounts
payable in indemnity by the Seller under this Section 7(b) in
respect of any Violation shall not exceed the net proceeds received by the
Seller in the registered offering out of which such Violation
arises.

       

      
        
           

        

        
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      (c)      Contribution. If the
indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) or Section 7(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any Claims or Damages referred to therein, then each applicable indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such Claims or
Damages in such proportion as is appropriate to reflect the relative fault of
the Company on the one hand and of the Seller on the other in connection with
the statements or omissions which resulted in such Claims or Damages, as well as
any other relevant equitable considerations.  The relative fault of
the Company on the one hand and of the Seller on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by the Seller
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The
amount paid or payable by a party as a result of the Claims or Damages referred
to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim.

       

      The
Company and the Seller agree that it would not be just and equitable if
contribution pursuant to this Section 7(c) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  Notwithstanding the provisions of
this Section
7(c), the Seller shall not be required to contribute any amount in excess
of the amount by which the total price at which the Common Shares issuable upon
conversion of the Purchased Shares sold by the Seller and distributed to the
public exceeds the amount of any damages which the Seller has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No Person (as defined in Section 2 of the
Securities Act) guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.

       

      (d)      Notice.  Promptly
after receipt by an indemnified party under this Section 7 of notice
of the commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 7, deliver to
the indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential conflict of interests between such
indemnified party and any other party represented by such counsel in such
proceeding.  The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, to the
extent that it is materially prejudicial to its ability to defend such action,
shall relieve such indemnifying party of any liability to the indemnified party
under this Section
7, but such a failure will not relieve it of any liability that it might
have to any indemnified party otherwise than under this Section
7.

       

      (e)      Defect Eliminated in Final Prospectus
or Supplement or Post-Effective Amendment.  The foregoing
indemnity agreements of the Company and the Seller are subject to the condition
that, insofar as they relate to any Violation made (x) in a preliminary
prospectus but eliminated or remedied in the amended prospectus on file with the
SEC at the time the Registration Statement in question becomes effective or in
the amended prospectus filed with the Commission pursuant to Commission Rule
424(b) (the “Final
Prospectus”) or (y) in the Final Prospectus but eliminated or remedied in
a supplement or post-effective amendment contemplated by Section 6(b)(v)
hereof, as applicable, such indemnity agreement shall not inure to the benefit
of any person if a copy of the Final Prospectus or such supplement or
post-effective amendment, as applicable, was furnished to the indemnified party
and was not furnished to the person asserting the loss, liability, claim or
damage at or prior to the time such action is required by the Securities
Act.

       

      
        
           

        

        
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      8.      Indemnification
of the Seller with respect to the Representations, Warranties and
Covenants.  The Company agrees to save, defend, indemnify and
hold harmless the Seller and its affiliates against, and hold them harmless
from, any and all losses, claims, damages, liabilities, actions, penalties,
fines, costs (including reasonable costs of investigation, defense and
enforcement), settlements, attorney’s fees, expenses or otherwise arising out of
(i) any breach of any representation or warranty made by the Company under this
Agreement; (ii) any breach of any covenant or agreement made by the Company
under this Agreement.

       

      9.      Survival.  The
representations and warranties of the parties under Sections 2 and 3 hereof,
respectively, shall survive for a period of one (1) year from the date
hereof.

       

      10.      Miscellaneous.

       

      (a)      This
Agreement shall bind the parties, their respective heirs, administrators,
executors, successors and assigns.

       

      (b)      This
Agreement (including, without limitation, the registration rights provided
herein), shall be freely assignable (in whole or in part) by the Seller to any
person(s) or entity(ies) to whom or to which the Seller may transfer the Series
C Shares or the Common Shares.

       

      (c)      Each
party hereto will, upon request, execute and deliver any additional documents
deemed by the other party to be necessary or desirable to complete the
transactions contemplated hereby.

       

      (d)      All
prior or contemporaneous agreements, contracts, promises, representations and
statements, if any, between the parties hereto pertaining to the transactions
contemplated hereby, are merged into this Agreement.  This Agreement
sets forth the entire understanding between the parties, and there are no terms,
conditions, representations, warranties or covenants other than those contained
herein.

       

      (e)      Any
notice required or permitted by this Agreement shall be in writing and shall be
deemed sufficient upon receipt, when delivered personally or by courier,
overnight delivery service or confirmed facsimile, or three (3) days after being
deposited in the U.S. mail as certified or registered mail with postage prepaid,
if such notice is addressed to the party to be notified at such party’s address
or facsimile number as set forth on the
signature page hereto or as subsequently modified by written
notice.

       

      (f)      This
Agreement, and any provision hereof, may not be amended, modified, released or
discharged, in whole or in part, except by a writing signed by the parties
hereto.

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

       

      (g)      This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one
instrument.  A facsimile, telecopy, PDF or other reproduction of this
Agreement may be executed by one or more parties hereto, and an executed copy of
this Agreement may be delivered by one or more parties by facsimile, e-mail or
similar electronic transmission device pursuant to which the signature of or on
behalf of such party can be seen, and such execution and delivery shall be
considered valid, binding and effective for all purposes.  At the
request of any party, all parties agree to execute an original of this Agreement
as well as any facsimile, telecopy or reproduction thereof.  The
parties hereto hereby agree that neither shall raise the execution of facsimile,
telecopy, PDF or other reproduction of this Agreement, or the fact that any
signature or document was transmitted or communicated by facsimile, e-mail or
similar electronic transmission device, as a defense to the formation of this
Agreement.

       

      (h)      The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.

       

      (i)      This
Agreement shall be governed by the laws of the State of New York, without regard
to its principles of conflict of laws.

       

      (j)      The
Seller will bear all costs, fees and expenses incurred by it in connection with
the negotiation, documentation, and/or enforcement of its rights under this
Agreement and any related matters or documents.  Notwithstanding the
foregoing, all expenses incurred in connection with a registration pursuant to
this Agreement (excluding underwriters’ and brokers’ discounts and commissions),
including, without limitation all federal or state “blue sky” registration and
qualification fees, printers’ and accounting fees, and fees and disbursements of
counsel for the Company, shall be borne by the Company.

       

       [Signature
Page Follows]

       

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

       

      The
parties have executed this Series B-1 Preferred Share and Series C Preferred
Share Purchase Agreement as of the date first written above.

       

      
        
          	 	      
                  COMPANY:

                   

                  WINTHROP
      REALTY TRUST

                	 
	 	 	 	 
	
                   
      

                	
                  By:
      

                	      
                   
      

                	 
	 	      
                  Name:
      

                	      
                   
      

                	 
	 	      
                  Title:
      

                	      
                   
      

                	 
	 	      
                  Address:  

                	      
                  7
      Bulfinch Place

                  Suite
      500

                  Boston,
      MA 02114

                  Attn:
      Carolyn Tiffany

                  Facsimile
      No.: (617) 742-4643

                	 
	 	 	 	 
	 	      
                  SELLER:

                	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	      
                  By:
      

                	 	 
	 	      
                  Name:
      

                	 	 
	 	      
                  Title:
      

                	 	 
	 	      
                  Address:

                	 	 


        

      

       

       

       

      
        [Signature
Page to Series B-1 and Series C Preferred Share Purchase
Agreement]