Exhibit 10.32


 


EXECUTION VERSION


 


JOINDER, REAFFIRMATION AND RATIFICATION



OF FIRST MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS
AND FIRST


MEZZANINE ENVIRONMENTAL INDEMNITY AGREEMENT


 


This JOINDER, REAFFIRMATION
AND RATIFICATION OF FIRST MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS AND FIRST MEZZANINE ENVIRONMENTAL INDEMNITY AGREEMENT (this
“Agreement”) is entered into as of August 3, 2015 by DAVID BISTRICER, an individual, having an
address at c/o Clipper Equity LLC, 46-11 12th Avenue, Suite 1L, Brooklyn, New York 11219 (“Bistricer”)
and TRAPEZE INC., a Delaware corporation, having an address at 810 Seventh Avenue, 28th Floor, New York, New
York 10019 (“Trapeze”; each of the foregoing, a “Guarantor”, and collectively,
“Guarantors”) and CLIPPER REALTY L.P., a Delaware limited partnership, having an address at 46-11 12th
Avenue, Suite 1L, Brooklyn, New York 11219 (“Additional Guarantor”), for the benefit of 50 MURRAY
MEZZ FUNDING LLC, a Delaware limited liability company, having an address at 420 Lexington Avenue, 19th Floor, New York, New
York 10170, in its capacity as administrative agent (together with its successors and/or assigns, “Agent”),
for itself and on behalf of any other Lender (as that term is defined in the Loan Agreement (as defined below)).


 


A.           Pursuant
to that certain First Mezzanine Loan Agreement (as affected by the letter agreement dated as of February 18, 2015 and as the same
may be amended, modified, supplemented or replaced from time to time, the “Loan Agreement”) among 50
Murray Mezz LLC, a Delaware limited liability company (“Borrower”), Agent and Lender, dated as of December
15, 2014 (the “Original Closing Date”), Lender made a loan (the “Loan”)
to Borrower in a maximum principal amount of $100,000,000.00. Capitalized terms used herein without definition shall have the meanings
set forth in the Loan Agreement.


 


B.           In
connection with the Loan, Guarantors executed and delivered to Agent (i) that certain First Mezzanine Guaranty of Recourse Obligations
dated as of December 15, 2014 (the “Guaranty”) and (ii) that certain First Mezzanine Environmental Indemnity
Agreement dated as of December 15, 2014 (the “Environmental Indemnity”);


 


C.           Concurrently
with the execution and delivery hereof, Borrower is causing the Transfer of certain indirect ownership interests in Borrower pursuant
to and in accordance with Section 7.2(k) of the Loan Agreement (the “Clipper REIT Investment”);


 


D.           In
connection with the Clipper REIT Investment, Agent and Lender have requested that Additional Guarantor become an “Entity
Guarantor” and a “Guarantor” under the Guaranty and a “Non-Borrower Indemnitor” and an “Indemnitor”
under the Environmental Indemnity and Guarantors and Additional Guarantor have agreed to such request; and


 


E.           In
connection with the Clipper REIT Investment and in order to satisfy the condition to the Clipper REIT Investment set forth in Section
7.2(j) of the Loan Agreement, Guarantors are delivering this Agreement.


 




    	 	 	 



     


    

 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


1.           Joinder.


 


a.           Joinder.
Additional Guarantor hereby acknowledges, agrees and confirms that by execution of this Agreement, Additional Guarantor joins and
will be a party to: (a) the Guaranty, as an “Entity Guarantor” and a “Guarantor” thereunder, and (b) the
Environmental Indemnity, as a “Non-Borrower Indemnitor” and an “Indemnitor” thereunder, with the same force
and effect as if Additional Guarantor had been party thereto as of the Original Closing Date and Additional Guarantor shall be
deemed and shall have all the obligations of an Entity Guarantor and a Guarantor under the Guaranty and a Non-Borrower Indemnitor
and an Indemnitor under the Environmental Indemnity for all purposes. Additional Guarantor hereby ratifies, as of the date hereof,
and agrees to be bound by, all of the terms, provisions and conditions contained in the Guaranty and the Environmental Indemnity
applicable to it as an Entity Guarantor and a Guarantor and as a Non-Borrower Indemnitor and an Indemnitor, as applicable. Without
limiting the foregoing, Guarantor and Additional Guarantor hereby acknowledge and agree that all obligations of Guarantor and Additional
Guarantor pursuant to the Guaranty and the Environmental Indemnity shall be joint and several.


 


b.           Representations.
Additional Guarantor hereby makes, as of the date hereof, each of the representations set forth in Article 3 of the Guaranty and
Sections 1 and 13 of the Environmental Indemnity.


 


c.           Receipt
of Documents. Additional Guarantor hereby acknowledges receipt of a copy of the Guaranty, the Environmental Indemnity, the
Loan Agreement and the other Loan Documents.


 


2.           Reaffirmation
and Ratification.


 


a.           Each
Guarantor hereby reaffirms its guarantees and obligations under the Guaranty and each Guarantor and Additional Guarantor agree
that, except as set forth herein, the Guaranty remains unmodified, in full force and effect, and valid, binding and enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally,
and general principles of equity.


 


b.           Each
Guarantor hereby reaffirms its indemnities and obligations under the Environmental Indemnity and each Guarantor and Additional
Guarantor agree that, except as set forth herein, the Environmental Indemnity remains unmodified, in full force and effect, and
valid, binding and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting
rights of creditors generally, and general principles of equity.


 


3.          
Guarantor Representations. Each Guarantor and Additional Guarantor hereby represents and warrants to Lender as of
the date hereof as follows:


 


a.           Valid
and Binding Obligations. This Agreement constitutes legal, valid and binding obligations of each Guarantor and Additional Guarantor
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors
generally, and general principles of equity.


 




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b.           Control.
Immediately after the Clipper REIT Investment, Bistricer shall Control the entity intended to become the Public Vehicle created
in connection with such Clipper REIT Investment and continue to Control the Borrower and the Mortgage Borrower.


 


c.           No
Offsets; Defenses. There are no existing claims by any Guarantor or Additional Guarantor against Lender and there are no offsets
or defenses by any Guarantor or Additional Guarantor to the payment of any amounts or performance of any obligations required under
the Guaranty or the Environmental Indemnity or otherwise to the enforcement by Lender of the Guaranty or the Environmental Indemnity.


 


d.           Authority.
No consent, approval, authorization or order of any court or Governmental Authority or any third party is required in connection
with its respective execution and delivery of this Agreement.


 


4.          Notices.
Any notices to Additional Guarantor pursuant to any of the Guaranty and Environmental Indemnity shall be to the address set
forth below:


 


Clipper Realty L.P.


46-11 12th Avenue, Suite 1L


Brooklyn, New York 11219


Attention: David Bistricer


Facsimile No.: (718) 438-1290


 


with copy to:


 


Kramer Levin Naftalis & Frankel, LLP


1177 Avenue of the Americas


New York, New York 10036


Attention: Jay A. Neveloff, Esq.


Facsimile No. (212) 715-8290


 


5.          Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their
respective successors and assigns.


 


6.          Headings.
Section headings are for convenience of reference only and shall in no way affect the interpretation of this Agreement.


 


7.          Recitals.
The recitals and introductory paragraphs hereof are a part hereof, form a basis for this Agreement and shall be considered prima
facie evidence of the facts and documents referred to therein.


 


8.          Governing
Law. This Agreement shall be governed by, construed in accordance with, and enforced under the laws of the State of New
York pursuant to Section 5-1401 of the General Obligations Law of the State of New York (without giving effect to the principals
thereof relating to conflicts of law).


 




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9.          Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute
one original.


 


[Remainder of Page Intentionally Left Blank]


 




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IN WITNESS WHEREOF,
each Guarantor and Additional Guarantor has executed this Agreement as of the date first above written.


 


	 	GUARANTORS:
	 	 
	 	/s/ David Bistricer
	 	DAVID BISTRICER, an individual


 


	STATE OF NEW YORK	)	 
	 	)   ss:	 
	COUNTY OF New York	)	 


 


On the 2nd day of August, in
the year 2015, before me, the undersigned, a notary public in and for said state, personally appeared David Bistricer, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual,
or the person upon behalf of which the individual acted, executed the instrument.


 


	 	/s/Scott J. Kim
	 	Notary Public


 


Signature Page to 50 Murray Joinder, Reaffirmation and Ratification


 




    	 	 	 



     


    

 


	 	TRAPEZE INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Sam Levinson
	 	 	Name: Sam Levinson
	 	 	Title:   Authorized Signatory
	 	 
	 	ADDITIONAL GUARANTOR:
	 	 
	 	CLIPPER REALTY L.P.
	 	a Delaware limited partnership
	 	 
	 	By:	Clipper Realty Inc., a Maryland corporation, its sole general partner
	 	 	 	 
	 	 	By:	/s/ David Bistricer
	 	 	 	Name: David Bistricer
	 	 	 	Title:   Chief Executive Officer and President


 


Signature Page to 50 Murray Joinder, Reaffirmation and Ratification