Exhibit 10.26


 





EXECUTION VERSION







 


LOAN INDEMNIFICATION AGREEMENT


 


Tribeca


 


This LOAN INDEMNIFICATION AGREEMENT (this
“Agreement”) is made as of August 3, 2015, by Clipper Realty Inc., a Maryland corporation (“Clipper
REIT”) and Clipper Realty L.P., a Delaware limited partnership, (“Clipper OP” and, together with Clipper
REIT, the “Clipper Parties” or the “Indemnitor”), in favor of the Guarantor (as defined below).


 


RECITALS:


 


WHEREAS, pursuant to that certain Investment
Agreement by and between Clipper OP and 50/53 JV LLC (“50/53”), dated as of August 3, 2015, Clipper OP shall
make a contribution to 50/53 and will become the managing member and holder of Class A LLC Units of 50/53 (the “Clipper
Investment”);


 


WHEREAS, 50 Murray Street Acquisition LLC
(the “Borrower”) is an indirect wholly-owned subsidiary of 50/53;


 


WHEREAS, the Borrower entered into that certain
Amended and Restated Loan Agreement, dated December 15, 2014, between German American Capital Corporation (the “Lender”),
Deutsche Bank AG, New York Branch (the “Agent”) and the Borrower (the “Loan Agreement”),
pursuant to which the Lender made a loan to the Borrower, as evidenced by that certain Consolidated, Amended and Restated Promissory
Note, dated December 15, 2014, by the Borrower in the original principal amount of $360,000,000 (the “Loan”);


 


WHEREAS, in order to induce the Lender to
make the Loan, David Bistricer (“Bistricer”), an individual, and Trapeze Inc., a Delaware corporation (“Trapeze”,
and, collectively, the “Guarantor”), entered into that certain Guaranty of Recourse Obligations, dated December
15, 2014, by the Guarantor in favor of the Agent (the “Initial Guaranty”);


 


WHEREAS, in connection with the Clipper Investment,
the Agent has required that Clipper OP become an additional guarantor, and Clipper OP and the Guarantor entered into that certain
Joinder, Reaffirmation and Ratification of Guaranty of Recourse Obligations and Environmental Indemnity Agreement of even date
herewith, attached hereto as Exhibit A (together with the Initial Guaranty, the “Guaranty”);


 


WHEREAS, the Agent has consented to the Clipper
Investment and the Loan, Loan Agreement, and Guaranty will remain in place after the Clipper Investment; and


 


WHEREAS, in connection with the Clipper Investment,
the Indemnitor has agreed to indemnify the Guarantor for its obligations under the Guaranty.


 


NOW, THEREFORE, in consideration of the foregoing,
and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Indemnitor agrees as follows:


 






     


     


    

 


1.          Indemnification
and Reimbursement of the Guarantor.











 


(a)       The Indemnitor, jointly and severally,
hereby indemnifies and agrees to hold the Guarantor harmless from and against any and all costs, losses, damages, claims and expenses
(including but not limited to reasonable attorneys’ fees and other third-party expenses) (collectively, “Losses”)
incurred by the Guarantor under the Guaranties from and after the date of this Agreement, including, without limitation, any of
the foregoing incurred in connection with enforcing this Agreement.


 


(b)        In the event any sums are paid by
the Guarantor under or on account of the Guaranty, the Guarantor shall be entitled to immediate reimbursement from the Indemnitor
for such sum, and any amount so due the Guarantor, if not paid within five days after demand therefor, shall bear interest at an
annual rate equal to the prime rate as published from time to time by The Wall Street Journal (or if the Wall Street Journal ceases
to publish a prime rate, then the 14-day moving average closing trading price of 90 day Treasury bills), plus 2% per annum,
such interest accruing daily and compounding monthly.


 


(c)       Notwithstanding the foregoing, the
Guarantor shall not be entitled to indemnification or reimbursement under this Agreement for any Losses to the extent that such
Losses are due to the gross negligence, fraud, intentional misrepresentation, willful misconduct, bad faith, misappropriation,
or any criminal act of the Guarantor.


 


2.          In
the event of a claim for indemnity or reimbursement hereunder, the Guarantor shall provide reasonable notice to the Indemnitor
of the existence of any such claim, demand or other matters to which the indemnification obligations hereunder would apply, and
the Guarantor agrees to give the Indemnitor a reasonable opportunity to participate in the defense of the same at the Indemnitor’s
own cost and expense and with counsel of the Indemnitor’s own selection.


 


3.          Separate and successive actions may be brought hereunder
to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action.
In no event shall any provisions of this Agreement be deemed to be a waiver of or to be in lieu of any right or claim, including,
without limitation, any right of contribution or other right of recovery, that any party to this Agreement might otherwise have
against any other party to this Agreement.


 


4.          If at any time the Guarantor’s obligation under
the Guaranty is terminated, this Agreement will terminate automatically solely with respect to matters first arising from and after
the date of the termination of such obligation under the Guaranty.


 


5.          If any term of this Agreement or any application thereof
shall be invalid, illegal or unenforceable, the remainder of this Agreement and any other application of such term shall not be
affected thereby. No delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right.


 


6.           The rights and remedies herein provided are cumulative
and not exclusive of any rights or remedies otherwise provided to the parties hereto by law or by any other agreement to which
the parties hereto are bound.


 




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7.          Except as expressly set forth in Section 1(c) above,
the reimbursement and indemnification obligations of the Indemnitor hereunder are absolute, irrevocable, and unconditional, irrespective
of the value, genuineness, validity, regularity or enforceability of the obligations giving rise to the payment of the Losses or
any agreement or instrument relating thereto, or any substitution, release or exchange of any other guarantee of or security for
any obligation, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which
might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being the intent of the parties
hereto that such obligations shall be absolute and unconditional under any and all circumstances. With respect to its obligations
hereunder, except with respect to the notices required by this Agreement, the Indemnitor hereby expressly waives diligence, presentment,
demand of payment, protest and all notices whatsoever, and any requirement that any other party exhaust any right, power or remedy
or proceed against any person.


 


8.           The obligations of the Indemnitor hereunder shall be
automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Indemnitor in respect of any
obligation hereunder is rescinded or must be otherwise restored by the person receiving such payment, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise.


 


9.          This Agreement shall be binding upon each of the parties
and each party’s respective executors, heirs, successors and assigns (including without limitation any entity or entities
that are their respective corporate, partnership or other successors and assigns) and shall inure to the benefit of the Guarantor
and its successors and assigns.


 


10.           Notices given hereunder shall be given by postage paid,
registered or certified mail, return receipt requested, or by recognized national overnight courier service, to the address of
the Indemnitor as set forth on Schedule 1, or to such other address as the Indemnitor may designate in a writing given in
the manner provided in this paragraph.


 


11.          This Agreement shall be governed by, and interpreted
in accordance with, the laws of the State of New York without regard to its conflicts of laws principles.


 


12.          This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original for all purposes.


 


[Signatures On Following Pages]


 




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IN WITNESS WHEREOF, the Indemnitor and
the Guarantor have executed this Agreement on the date first written above.


 


	 	INDEMNITOR:
	 	 
	 	CLIPPER REALTY INC.
	 	 
	 	By	/s/ David Bistricer
	 	 	Name:	David Bistricer
	 	 	Title:	Chief Executive Officer and President


 


	 	CLIPPER REALTY L.P.
	 	By: 	Clipper Realty Inc., its General Partner
	 	By:	/s/ David Bistricer
	 	 	Name:	David Bistricer
	 	 	Title:	Chief Executive Officer and President


 


	 	GUARANTOR:
	 	 
	 	DAVID BISTRICER
	 	 
	 	/s/ David Bistricer


 


	 	TRAPEZE INC.
	 	 
	 	By	/s/ Sam Levinson
	 	 	Name:	Sam Levinson
	 	 	Title:	Authorized Signatory


 




     


     


    

 


SCHEDULE 1


 


Notice Addresses 


 


	Indemnitor:	 	Guarantor:
	Clipper Realty Inc.	 	David Bistricer
	4611 12th Avenue	 	4611 12th Avenue
	Brooklyn, NY 11219	 	Brooklyn, NY 11219
	Attention: David Bistricer	 	Fax: (718) 438-1290
	Fax: (718) 438-1290