Exhibit 10.6


 


EXECUTION VERSION


 



PRIVATE PLACEMENT AGREEMENT


  


THIS PRIVATE PLACEMENT AGREEMENT
(this “Agreement”), dated as of October 22, 2021, is made by and between Trinity Place Holdings Inc., a Delaware
corporation (the “Company”) and the investors set forth on Schedule A (collectively, the “Investors”
and each, an “Investor”).


 


WHEREAS, the Company desires
to issue and sell to the Investors, and the Investors desire to purchase from the Company, the amount of shares set forth opposite each
Investor’s name on Schedule A hereto (the “Investor Shares”) of the Company’s common stock, par
value $0.01 per share (the “Common Stock”), in a private placement transaction on the terms set forth herein (the “Offering”);


 


WHEREAS, at the Closing, the
Company will enter into a Registration Rights Agreement with the Investors, substantially in the form of Exhibit A hereto
(the “Registration Rights Agreement”), pursuant to which the Company agrees to register the Investor Shares following
the consummation of the transactions contemplated by this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual promises, agreements, representations, warranties and covenants contained herein, each of the parties hereto hereby agrees
as follows:


 


1.            Purchase
and Sale of the Investor Shares.


 


(a)            Subject
to the terms and conditions of this Agreement, the Company will issue and sell to each Investor, and each Investor will purchase from
the Company, the number of shares of Common Stock set forth in Schedule A opposite such Investor’s name, at a price of $1.90
per Investor Share (the “Purchase Price”).


 


(b)            Each
Investor shall have the right to arrange for one or more of its Affiliates (each, an “Affiliated Purchaser”) to purchase
any Investor Shares issuable to such Investor pursuant to this Agreement, by written notice to the Company at least two (2) Business
Days prior to the Closing Date (defined below), which notice shall be signed by such Investor and each Affiliated Purchaser, and shall
contain a confirmation by the Affiliated Purchaser of the accuracy with respect to it of the representations set forth in Section 3.
In no event will any such arrangement relieve such Investor from its obligations under this Agreement. The term “Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), in effect on the date hereof. “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.


 


(c)            The
closing of the purchase of the Investor Shares to be purchased by each Investor hereunder (the “Closing”) will occur
at 10:00 a.m., New York City time, as soon as practicable following the date on which all conditions to the Closing identified in Section 6
below have been satisfied or waived (other than such conditions that by their nature cannot be satisfied until the Closing, but subject
to the satisfaction or waiver of such conditions), or on such other date as is mutually agreed upon by the Company and the Investors (the
date of the Closing, the “Closing Date”).


 






     


     


    

 


(d)            Delivery
to each Investor of the Investor Shares acquired by such Investor pursuant to this Agreement will be made by the Company to the account
of such Investor (or to such other accounts, including the account of an Affiliated Purchaser, as such Investor may designate in accordance
with this Agreement), against payment of the Purchase Price made by wire transfer in immediately available United States funds payable
to the Company pursuant to the wire transfer instructions to be provided by the Company to the Investors in writing. At the Closing, the
Investor Shares shall be issued and held in book-entry form with the Company’s transfer agent and registered in the name of the
Investors, and within one (1) Business Day after the Closing Date, the transfer agent shall issue a Direct Registration System (DRS)
statement evidencing that the shares of Common Stock have been issued and are held in book-entry form. The documents to be delivered on
the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Kramer Levin Naftalis & Frankel LLP,
on the Closing Date.


 


(e)            All
Investor Shares will be delivered with any and all issue, stamp, transfer, sales and use, or similar taxes or duties payable in connection
with such delivery duly paid by the Company.


 


2.            Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with, the Investors, as set forth below. Except
for representations, warranties and agreements that are expressly limited as to their date, each representation, warranty and agreement
is made as of the date hereof and as of the Closing Date (in the case of representations and warranties set forth in Section 2(d),
subject to Real Estate Rep Modifications (as defined below)) after giving effect to the transactions contemplated hereby:


 


(a)            Organization
and Qualification. The Company and each of its Subsidiaries (defined below) has been duly organized and is validly existing in good
standing under the laws of its respective jurisdiction of incorporation, with the requisite power and authority to own its properties
and conduct its business as currently conducted. Each of the Company and its Subsidiaries has been duly qualified as a foreign corporation
or organization for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or
leases properties or conducts any business so as to require such qualification, except to the extent that the failure to be so qualified
or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect. For the purpose of this Agreement, “Material Adverse Effect” means (i) any material adverse effect on
the business, condition (financial or otherwise) or results of operations of the Company or its Subsidiaries, taken as a whole, or (ii) any
material adverse effect on the ability of the Company, subject to the approvals and other authorizations set forth in Section 2(h),
to consummate the transactions contemplated by this Agreement; provided, however, that “Material Adverse Effect”
shall not include the impact on such business, condition (financial or otherwise), results of operations or ability to consummate the
transactions contemplated by this Agreement arising out of or attributable to, either alone or in combination with any other change, effect,
circumstance, occurrence, event, condition or fact (“Effects”) (i) Effects that generally affect the industry
in which the Company and its Subsidiaries operate, (ii) general economic conditions, (iii) Effects resulting from changes affecting
financial, banking, securities or commodities markets (including in each of clauses (i), (ii) and (iii) above, any Effects resulting
from an outbreak or escalation of hostilities, acts of war or terrorism, political instability or other national or international calamity,
crisis or emergency, or any governmental or other response to any of the foregoing, in each case whether or not involving the United States),
(iv) Effects arising from changes in laws, rules, regulations or accounting principles, (v) Effects resulting from the announcement
of the transactions contemplated hereby or from taking any action required by the terms and conditions of this Agreement or any of the
other agreements or transactions contemplated hereby, (vi) the historical seasonality of the business of the Company or any Subsidiary
or the failure to meet any projections or forecasts, (vii) any change in the price or trading volume of the Company’s outstanding
securities (it being understood that the facts or occurrences giving rise to or contributing to such change in stock price or trading
volume may be deemed to constitute, or be taken into account in determining whether there has been, or will be, a Material Adverse Effect)
or (viii) Effects of COVID-19, epidemics, pandemics, disease outbreaks or compliance with any quarantine, closure, safety or other
law, guideline or recommendation; except if such Effect results from, or is attributable to, any of the matters described in clauses (i),
(ii), (iii), (iv) or (vi) above and disproportionately affects the Company and its Subsidiaries, taken as a whole, relative
to other businesses in the industry in which the Company and its Subsidiaries operate (but taking into account for purposes of determining
whether a Material Adverse Effect has occurred only the disproportionate portion of such adverse effect). For the purposes of this Agreement,
a “Subsidiary” of any person means, with respect to such person, any corporation, partnership, joint venture or other
legal entity of which such person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more
than 50% of the stock or other equity interests, has the power to elect a majority of the board of directors or similar governing body,
or has the power to direct the business and policies.


 






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(b)            Corporate
Power and Authority. The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement
and the Registration Rights Agreement (together, the “Transaction Agreements”), and to perform its obligations hereunder
and thereunder and consummate the transactions contemplated hereby and thereby, including the issuance of the Investor Shares. The Company
has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement,
including the issuance of the Investor Shares.


 


(c)            Execution
and Delivery; Enforceability. Each Transaction Agreement has been, or prior to its execution and delivery at the Closing will be,
duly and validly executed and delivered by the Company, and each such document constitutes, or will constitute, the valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium
and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (ii) general principles
of equity (regardless of whether considered in a proceeding at law or in equity).


 


(d)            Real
Property. Except as disclosed to the Investors in writing or as disclosed in the Company SEC Documents prior to the date hereof, (i) the
applicable Subsidiaries of the Company have good title in fee simple to the Owned Real Property; (ii) there are no rights of first
offer to purchase, rights of first refusal to purchase or purchase options pertaining to the Owned Real Property; (iii) the applicable
Subsidiaries are not in default (which has continued after the giving of any applicable notice and expiration of any applicable cure period),
and to the Company’s actual knowledge each of the tenants are not in default (which has continued after the giving of any applicable
notice and expiration of any applicable cure period), in the performance of their respective material obligations under any lease, license
or other occupancy agreement that is currently in effect for space in the Owned Real Property; (iv) to the Company’s actual
knowledge, there are no hazardous substances on, under or at the Owned Real Property in violation of applicable law, except to the extent
that any such violation would not reasonably be expected to have a Material Adverse Effect; (v) none of the Company or its Subsidiaries
has received written notice that a condemnation or eminent domain proceeding concerning the Owned Real Property has commenced or will
be commencing; (vi) none of the Company or its Subsidiaries has received written notice of any material violation of applicable law,
ordinance, rule, regulation or code, court order or order or agreement with any federal, state or local governmental body or agency applicable
to the ownership, development, operation or maintenance of the Owned Real Property which remains uncured; and (vii) no default (which
has continued after the giving of any applicable notice and expiration of any applicable cure period) by the applicable Subsidiaries under
the existing mortgage loan agreements in respect of the Owned Real Property exists. For purposes herein, “Owned Real Property”
shall mean the Properties identified as being owned by certain Subsidiaries of the Company in the Form 10-Q filed on August 11,
2021.


 






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(e)            Authorized
and Issued Capital Stock. The authorized capital stock of the Company consists of 79,999,997 shares of Common Stock, one share of
a class of special stock, par value $0.01 per share, and 40,000,000 shares of a class of designation preferred stock, par value $0.01
per share. At the close of business on October 21, 2021 (the “Capital Structure Date”), (i) 39,054,696 shares
of Common Stock were issued and 32,656,821 shares of Common Stock were outstanding, (ii) 6,397,875 shares of Common Stock were held
by the Company in its treasury, and (iii) 861,156 shares of Common Stock were reserved for issuance upon settlement of outstanding
restricted stock units (each, an “RSU” and, collectively, the “RSUs”) granted under any stock-based
compensation plan of the Company or otherwise (the “Stock Plans”). All capital stock or equity interests of each of
the Company’s Subsidiaries is owned directly or indirectly by the Company. The issued and outstanding shares of capital stock of
the Company and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable, and are not
subject to any preemptive rights. Except as set forth in this Section 2(e), at the close of business on the Capital Structure
Date, no shares of capital stock or other equity securities or voting interest in the Company or any of its Subsidiaries were issued,
reserved for issuance or outstanding. Since the close of business on the Capital Structure Date, no shares of capital stock or other equity
securities or voting interest in the Company or any of its Subsidiaries have been issued or reserved for issuance or become outstanding,
other than Investor Shares described in this Section 2(e) that have been issued upon the vesting and settlement of RSUs
granted under the Stock Plans and other than the shares to be issued hereunder. Other than as set forth in (i) this Section 2(e),
(ii) the Employment Agreement, dated as of October 1, 2013, between the Company and Matthew Messinger (as amended from time
to time, the “CEO Employment Agreement”), (iii) restricted stock unit agreements with other employees of the Company
(to the extent not yet settled or terminated), (iv) the Company’s certificate of incorporation, (v) the Warrant Agreement,
dated as of December 19, 2019, among the Company and TPHS Lender LLC, (vi) the Operating Agreement of 250 N 10 JV LLC, dated
as of November 21, 2019, by and among TFC N 10 LLC and TPH 250 N 10 Investor LLC and (vii) this Agreement, neither the Company
nor any of its Subsidiaries is party to or otherwise bound by or subject to any outstanding option, warrant, call, subscription or other
right (including any preemptive right), agreement or commitment which (w) obligates the Company or any of its Subsidiaries to issue,
deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased,
redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any of its
Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest
in, the Company or any of its Subsidiaries, (x) obligates the Company or any of its Subsidiaries to issue, grant, extend or enter
into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, (y) restricts the transfer
of any shares of capital stock of the Company or (z) relates to the voting of any shares of capital stock of the Company or any of
its Subsidiaries.


 






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(f)            Issuance.
The Investor Shares to be issued and sold by the Company to the Investors or any Affiliated Purchasers hereunder, when such Investor Shares
are issued and delivered against payment therefor in accordance with the terms hereof, will be duly and validly authorized, fully paid
and non-assessable, free and clear of all taxes, liens, preemptive rights, rights of first refusal, subscription and similar rights.


 


(g)            No
Conflict. The execution and delivery by the Company of the Transaction Agreements and compliance by the Company with all of the provisions
hereof and thereof and the consummation of the transactions contemplated herein and therein (including issuance and sale of Investor Shares
to the Investors) (i) will not, in any material respect, conflict with, or result in a breach or violation of, any of the terms or
provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration of, or
the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which
the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property
or assets of the Company or any of its Subsidiaries is subject, (ii) will not result in any violation of the provisions of the certificate
of incorporation or by-laws or comparable organizational documents of the Company or any of its Subsidiaries, and (iii) subject to
the receipt of the consents and approvals contemplated in Section 2(h), will not result in any violation of, or any termination
or impairment of any rights under, any law, rule or regulation, any license, authorization, injunction, judgment, order, decree,
rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or
any of their properties, in each case, that is material to the operations of the Company and its Subsidiaries.


 


(h)            Consents
and Approvals. No consent, approval, authorization, order, registration, notice, filing, recording or qualification of or with any
court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties is required
for the execution and delivery by the Company of the Transaction Agreements, the performance by the Company of its obligations hereunder
and thereunder and the consummation of the transactions contemplated hereby and thereby, including the sale, issuance and delivery of
the Investor Shares to the Investors hereunder, except such consents, approvals, authorizations, registrations or qualifications as may
be required by the NYSE American LLC exchange or, if applicable, the filing of a Form D (Notice of Exempt Offering of Securities)
in connection with the sale and issuance of the Investor Shares.


 






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(i)            Company
SEC Documents. Since January 1, 2021, the Company has filed or submitted all required reports, schedules, forms, statements and
other documents (including exhibits and all other information incorporated therein) (“Company SEC Documents”) with
the Securities and Exchange Commission (the “Commission”). As of their respective dates, each of the Company SEC Documents
complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”)
and the Exchange Act and the rules and regulations of the Commission promulgated thereunder applicable to such Company SEC Documents.
The Company has filed with the Commission all “material contracts” (as such term is defined in Item 601(b)(10) of Regulation
S-K under the Exchange Act) that are required to be filed as exhibits to the Company SEC Documents and there are no contracts or other
documents that are required under the Exchange Act to be described in the Company SEC Documents that are not so described. No Company
SEC Document filed after January 1, 2021, when filed, or, in the case of any Company SEC Document amended or superseded prior to
the date of this Agreement, then on the date of such amending or superseding filing, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. Any Company SEC Documents filed with the Commission prior to the Closing Date, when filed,
will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they are made, not misleading.


 


(j)            Financial
Statements. The financial statements and the related notes of the Company and its consolidated Subsidiaries included or incorporated
by reference in the Company SEC Documents, and to be included or incorporated by reference in the Shelf Registration Statement (as defined
in the Registration Rights Agreement), comply or will comply, as the case may be, in all material respects with the applicable requirements
of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position, results
of operations and cash flows of the Company and its Subsidiaries as of the dates indicated and for the periods specified, subject, in
the case of the unaudited financial statements, to absence of disclosure normally made in footnotes and to customary year-end adjustments
which shall not be material; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles
(“GAAP”) applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included
or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Shelf Registration Statement,
present fairly the information required to be stated therein in all material respects; and the other financial information included or
incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Shelf Registration Statement,
has been or will be derived from the accounting records of the Company and its Subsidiaries and presents fairly or will present fairly
the information shown thereby in all material respects.


 






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(k)            Shelf
Registration Statement. The Shelf Registration Statement will comply in all material respects with the Securities Act, and will not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading. Notwithstanding the foregoing, the Company makes no representation and warranty with respect to any
statements or omissions made in reliance on and in conformity with information relating to the Investors furnished to the Company in writing
by the Investors expressly for use in the Shelf Registration Statement and any amendment or supplement thereto.


 


(l)            Absence
of Certain Changes. Since January 1, 2021, other than as disclosed in the Company SEC Documents prior to the date hereof, and
except for actions to be taken pursuant to the Transaction Agreements:


 


(i)            there
has not been any change in the capital stock from that set forth in Section 2(e) or in long-term debt of the Company
or any of its Subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on
any class of capital stock;


 


(ii)            the
Company has not incurred any material liability other than in the ordinary course of business; and


 


(iii)            no
event, fact or circumstance has occurred which has had or would reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


(m)            No
Violation or Default; Compliance with Laws. Neither the Company nor any of its Subsidiaries is in violation of its charter or by-laws
or similar organizational documents. Except as disclosed in the Company SEC Documents filed prior to the date hereof, neither the Company
nor any of its Subsidiaries is in material default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a material default, in the due performance or observance of any material term, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its
Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is, or has been at any time since January 1, 2021, in violation
of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority
that is material to the operations of the Company and its Subsidiaries.


 


(n)            Legal
Proceedings. Except as described in the Company SEC Documents filed prior to the date hereof, there are no (i) actions, suits
or proceedings (“Actions”) pending against the Company or any of its Subsidiaries, or (ii) pending or threatened
investigations or audits by any governmental or regulatory authority, in each case that are that required under the Exchange Act to be
described in the Company SEC Documents or that if determined adversely to the Company or any of its Subsidiaries, would be material to
the operations of the Company and its Subsidiaries taken together as a whole. Except as described in the Company SEC Documents filed prior
to the date hereof, there are no outstanding orders, writs, injunctions, decrees, stipulations, determinations or awards entered by or
with any governmental entity or addressed to or naming as a party the Company or any of its Subsidiaries, and there are no unsatisfied
judgments, penalties or awards against, relating to or affecting the Company or any of its Subsidiaries.


 






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(o)           Employee
Benefit Matters.


 


(i)            The
Company has made available to the Investors, to the extent applicable, a true, correct and complete copy of each material welfare, benefit,
retirement, employment, compensation, incentive, stock option, restricted stock, stock appreciation right, phantom equity, deferred compensation,
change in control, severance, vacation, paid time off, fringe-benefit and other similar agreement, plan, policy, program and other arrangement
(and any amendments thereto), whether or not reduced to writing, in effect and covering one or more directors, officers or employees,
former directors, officers or employees and/or the beneficiaries or dependents of any such director, officer or employee or former director,
officer or employee of the Company or any of its Subsidiaries, that is maintained, sponsored, contributed to, or required to be contributed
to by the Company or any of its Subsidiaries, or under which the Company or any of its Subsidiaries has or may have any liability for
premiums or benefits (each, a “Benefit Plan”).


 


(ii)            Except
as disclosed to the Investors prior to the date hereof or specifically disclosed in the Company SEC Documents filed prior to the date
hereof, no Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other
termination of employment or service with the Company, as a director, officer or employee of the Company.


 


(iii)            Except
as disclosed to the Investors prior to the date hereof or specifically disclosed in the Company SEC Documents filed prior to the date
hereof, there have not been, nor are there presently, any benefits or other amounts paid or payable to any current or former director
of the Company or any affiliate thereof.


 


(iv)            There
is no pending or threatened Action relating to a Benefit Plan, and no Benefit Plan has within the three (3) years prior to the date
hereof been the subject of an examination or audit by a governmental entity or is the subject of an application or filing under, or is
a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any governmental entity.


 


(p)            No
Broker’s Fees. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any
person (other than this Agreement) that would give rise to any brokerage commission, finder’s fee or like payment in connection
with the sale of the Investor Shares.


 


(q)            No
Registration Rights. Except as provided for pursuant to this Agreement and the Registration Rights Agreement, and except as disclosed
to the Investors prior to the date hereof or specifically disclosed in the Company SEC Documents filed prior to the date hereof, no person
has the right to require the Company or any of its Subsidiaries to register any securities for sale under the Securities Act.


 






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(r)            Charter;
Take-Over Statutes. The Board of Directors and Transaction Committee of the Board of Directors have each taken (or shall have taken
by the Closing) all necessary action to waive and/or approve the Transaction Agreements and the consummation of the transactions contemplated
hereby and thereby and for purposes of Article Fourteenth of the Company’s certificate of incorporation. No “fair price,”
 “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute
or regulation (a “Takeover Statute”) is applicable to the Company, the Common Stock and the sale and issuance of the
Investor Shares or the other transactions contemplated by the Transaction Agreements.


 


(s)            Transactions
with Affiliates. Except as disclosed to the Investors in writing prior to the date hereof or specifically disclosed in the Company
SEC Documents, (i) there are no contracts, agreements, arrangements, understandings (in each case whether written or oral), liabilities
or obligations between the Company or any of its Subsidiaries, on the one hand, and any current or former officer or director of the Company
or any of its Subsidiaries (or any of their respective affiliates or immediate family members), on the other hand, (ii) neither the
Company nor any of its Subsidiaries provides or causes to be provided any assets, services or facilities to any person described in clause
(i) of this Section 2(s), (iii) no person described in clause (i) of this Section 2(s) provides
or causes to be provided any assets, services or facilities to the Company or any of its Subsidiaries, or derives any benefit from any
assets, services or facilities of the Company or any of its Subsidiaries (other than as explicitly contemplated by the terms of such person’s
employment by the Company or any of its Subsidiaries).


 


(t)            No
Material Misstatements. No representation or warranty made by the Company in this Agreement or any other Transaction Agreement contains
an untrue statement of a material fact or omits to state a material fact required to be stated herein or therein or necessary to make
the statements contained herein or therein not misleading.


 


(u)            No
Solicitation. Neither the Company nor any agent acting on its behalf has solicited or will solicit any offers to sell or has offered
to sell or will offer to sell all or any part of the Investor Shares to any Person or Persons so as to bring the sale of such Investor
Shares to the Investors within the registration provisions of the Securities Act or any state securities laws. The term “Person”
(but not “person”) means any individual, firm, corporation, partnership, limited liability company, trust or other entity,
and shall include any successor (by merger or otherwise) of such entity.


 


3.            Representations
and Warranties of the Investors. Each Investor, severally and not jointly, represents and warrants to, and agrees with the Company,
as set forth below. Except for representations, warranties and agreements that are expressly limited as to their date, each representation,
warranty and agreement is made as of the date hereof and as of the Closing Date after giving effect to the transactions contemplated hereby:


 


(a)            Authority.
The Investor has the requisite power and authority to enter into, execute and deliver each Transaction Agreement to which it will be a
party as contemplated by this Agreement and to perform its obligations hereunder and thereunder and consummate the transactions contemplated
hereby and thereby, including the purchase by the Investor of the Investor Shares. The Investor has taken all necessary action required
for the due authorization, execution, delivery and performance by it of this Agreement, including the purchase of the Investor Shares
by the Investor.


 






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(b)            Execution
and Delivery; Enforceability. Each Transaction Agreement to which the Investor is a party as contemplated by this Agreement has been,
or prior to its execution and delivery at the Closing will be, duly and validly executed and delivered by the Investor, and each such
document constitutes, or will constitute, the valid and binding obligation of the Investor, enforceable against the Investor in accordance
with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or
affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding
at law or in equity).


 


(c)            No
Registration. The Investor understands that the Investor Shares have not been registered under the Securities Act by reason of a specific
exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona
fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant
hereto.


 


(d)            Investment
Intent. The Investor is acquiring the Investor Shares for investment for its own account, not as a nominee or agent, and not with
the view to, or for resale in connection with, any distribution thereof not in compliance with applicable securities laws, and the Investor
has no present intention of selling, granting any participation in, or otherwise distributing the same, except in compliance with applicable
securities laws.


 


(e)            Securities
Laws Compliance. The Investor Shares will not be offered for sale, sold or otherwise transferred by the Investor except pursuant to
a registration statement or in a transaction exempt from, or not subject to, registration under the Securities Act and any applicable
state securities laws.


 


(f)            Sophistication.
The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks
of its investment in the Investor Shares being acquired hereunder. The Investor is a “qualified institutional buyer” within
the meaning of Rule 144A under the Securities Act or an “accredited investor” within the meaning of Rule 501 of
Regulation D under the Securities Act. The Investor understands and is able to bear any economic risks associated with such investment
(including, without limitation, the necessity of holding the Investor Shares for an indefinite period of time). Without derogating from
or limiting the representations and warranties of the Company, the Investor acknowledges that it has been afforded the opportunity to
ask questions and receive answers concerning the Company and to obtain additional information that it has requested to verify the information
contained herein.


 


(g)            Legended
Securities. The Investor understands and acknowledges that upon the original issuance thereof, and until such time as the same is
no longer required under any applicable requirements of the Securities Act or applicable state securities laws, the Investor Shares shall
bear the following legend (the “Securities Act Legend”):


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF,
BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
ONLY PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT.”


 






    10


     


    

 


The Investor further understands
and acknowledges that upon the original issuance thereof, and until such time as the Board of Directors of the Company deems it no longer
necessary or advisable under the Company’s charter or otherwise, the Investor Shares shall also bear the following legend (the “NOL
Legend”):


 


“THE CERTIFICATE OF INCORPORATION,
AS AMENDED (THE “CERTIFICATE OF INCORPORATION”), OF THE CORPORATION CONTAINS RESTRICTIONS PROHIBITING THE TRANSFER (AS DEFINED
IN THE CERTIFICATE OF INCORPORATION) OF ANY STOCK OF THE CORPORATION (INCLUDING THE CREATION OR GRANT OF CERTAIN OPTIONS) WITHOUT THE
PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE “BOARD OF DIRECTORS”) IF SUCH TRANSFER AFFECTS THE PERCENTAGE
OF STOCK OF THE CORPORATION (WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER) THAT IS TREATED AS OWNED BY A HOLDER OF 4.75% OR MORE OF THE OUTSTANDING STOCK, AS
DETERMINED UNDER THE CODE AND SUCH TREASURY REGULATIONS (A “SUBSTANTIAL STOCKHOLDER”). IF THE TRANSFER RESTRICTIONS ARE VIOLATED,
THEN THE TRANSFER WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER EXCESS SECURITIES TO THE
CORPORATION’S AGENT. IN THE EVENT OF A TRANSFER WHICH DOES NOT INVOLVE SECURITIES OF THE CORPORATION WITHIN THE MEANING OF THE DELAWARE
GENERAL CORPORATION LAW (“INDIRECT SECURITIES”) BUT WHICH WOULD VIOLATE THE TRANSFER RESTRICTIONS, THE PURPORTED TRANSFEREE
(OR THE RECORD OWNER) OF THE INDIRECT SECURITIES WILL BE REQUIRED TO TRANSFER SUFFICIENT INDIRECT SECURITIES PURSUANT TO THE TERMS PROVIDED
FOR IN THE CERTIFICATE OF INCORPORATION TO CAUSE THE SUBSTANTIAL STOCKHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER RESTRICTIONS.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE RELEVANT GOVERNING DOCUMENTS, CONTAINING
THE ABOVE-REFERENCED TRANSFER RESTRICTIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.”


 






    11


     


    

 


The foregoing Securities Act
Legend shall be promptly removed from Investor Shares and the Company shall issue, or cause to be issued, to the Investor such Investor
Shares without such legend or any other legend (other than the NOL Legend), or, if so requested by the Investor, by electronic delivery
at the applicable balance account at the Depository Trust Company (“DTC”), if one of the following conditions is met:
(a) such Investor Shares are eligible for resale pursuant to Rule 144 of the Securities Act without regard to any volume limitations;
(b) in connection with a sale, assignment or other transfer of such Investor Shares, the Investor provides the Company with an opinion
of counsel, in a generally acceptable form to the Company and its transfer agent, to the effect that such sale, assignment or transfer
of such Investor Shares may be made without registration under the applicable requirements of the Securities Act and that the legend can
be removed from the Investor Shares; or (c) the Investor Shares are registered and sold pursuant to an effective registration statement
for resale under the Securities Act (including pursuant to the Shelf Registration Statement).


 


Any fees (with respect to
the transfer agent or otherwise) associated with the removal of such legend shall be borne by the Company. Following the effective date
of the Shelf Registration Statement, or at such time as a Securities Act Legend is no longer required for any Investor Shares, the Company
will use its commercially reasonable efforts to no later than three (3) trading days following the delivery by the Investor to the
Company or its transfer agent (with notice to the Company) of legended Investor Shares (endorsed or with stock powers attached and otherwise
in form necessary to effect the reissuance and/or transfer), deliver or cause to be delivered to the Investor such Investor Shares free
from all restrictive and other legends (other than the NOL Legend). The Company may not make any notation on its records or give instructions
to the transfer agent that enlarge the restrictions on transfer set forth in this Section 3(g). Investor Shares subject to
legend removal hereunder may be transmitted by the transfer agent to such Investor by crediting the account of such Investor’s prime
broker with DTC as directed by such Investor.


 


(h)            No
Conflict. The execution and delivery by the Investor of each of the Transaction Agreements to which it is a party and the compliance
by the Investor with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein
(including the purchase of the Investor Shares by the Investor) (i) will not conflict with, or result in a breach or violation of,
any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, in the
acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other material agreement
or instrument to which the Investor is a party or by which the Investor is bound or to which any of the property or assets of the Investor
is subject, (ii) will not result in any violation of the provisions of the certificate of incorporation or bylaws or comparable organizational
documents of the Investor and (iii) will not result in any material violation of, or any termination or material impairment of any
rights under, any law, rule or regulation, any license, authorization, injunction, judgment, order, decree, rule or regulation
of any court or governmental agency or body having jurisdiction over the Investor or any of its properties, except in any such case described
in subclause (i) for any conflict, breach, violation, default, acceleration or lien which has not and would not reasonably be expected,
individually or in the aggregate, to prohibit, materially delay or materially and adversely impact the Investor’s performance of
its obligations under this Agreement.


 






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(i)            Consents
and Approvals. No consent, approval, authorization, order, registration, notice, filing, recording or qualification of or with any
court or governmental agency or body having jurisdiction over the Investor or any of its or his properties is required for the execution
and delivery by the Investor of the Transaction Agreements to which it is a party, performance by the Investor of its obligations hereunder
and thereunder and the consummation of the transactions contemplated hereby and thereby, except for any consent, approval, authorization,
order, registration or qualification which, if not made or obtained, has not and would not reasonably be expected, individually or in
the aggregate, to prohibit, materially delay or materially and adversely impact the Investor’s performance of its or his obligations
under this Agreement.


 


(j)            Information
Furnished. Information relating to the Investor furnished to the Company in writing by the Investor expressly for use in the Shelf
Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.


 


4.            Covenants
of the Company. Without derogating from the obligations of the Company set forth elsewhere in this Agreement, the Company agrees with
the Investors as set forth below.


 


(a)            Company
Expenses. The Company will pay all of its expenses associated with the issuance of the Investor Shares, preparation, negotiation and
execution of all Transaction Agreements and the transactions contemplated hereby and thereby, including, without limitation, filing fees,
fees and expenses of its counsel and accounting fees and expenses, listing expenses, costs associated with the Shelf Registration Statement
and with clearing the Investor Shares offered thereby for sale under applicable state securities laws.


 


(b)            Commercially
Reasonable Efforts. The Company shall use its commercially reasonable efforts to take or cause to be taken all actions, and do or
cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to cooperate
with the Investors and to consummate and make effective the transactions contemplated by this Agreement, including:


 


(i)            preparing
and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly
as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third
party or governmental entity; and


 


(ii)            executing,
delivering and filing, as applicable, any additional ancillary instruments or agreements reasonably necessary to consummate the transactions
contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated hereby and thereby.


 


(c)            Registration
Rights Agreement. At or prior to the Closing, the Company shall enter into the Registration Rights Agreement with the Investors pursuant
to which the Company agrees to register the Investor Shares following the consummation of the transactions contemplated by this Agreement.


 






    13


     


    

 


(d)            Share
Repurchase Notice. The Company will provide notice to the Investors that so request prior to any acquisition, purchase or repurchase
of, or other increase in interest in, the Company’s Common Stock, in each case that would result in an increase in the Investors’
percentage ownership from the ownership level immediately following closing of the transactions contemplated by this Agreement.


 


5.            Additional
Covenants of the Investors. Without derogating from the obligations of the Investors set forth elsewhere in this Agreement, each of
the Investors agrees with the Company:


 


(a)            Information.
The Investors shall provide the Company with such information as the Company reasonably requests regarding the Investors for inclusion
in the Shelf Registration Statement.


 


(b)          Cooperation.
The Investors shall cooperate with the Company in taking all action necessary to consummate the transactions contemplated by this Agreement,
including executing, delivering and filing, as applicable, any additional ancillary instruments or agreements necessary to consummate
the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated
hereby and thereby.


 


6.            Conditions
to the Obligations of the Parties.


 


(a)            The
obligations of the Investors hereunder to consummate the transactions contemplated hereby shall be subject to the satisfaction prior to
the Closing Date of each of the following conditions (which may be waived in whole or in part by the Investors in their sole discretion):


 


(i)           Consents.
All governmental and third party notifications, filings, consents, waivers and approvals required for the consummation of the transactions
contemplated by this Agreement shall have been made or received.


 


(ii)           No
Legal Impediment to Issuance. No statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state
or foreign governmental or regulatory authority, and no judgment, injunction, decree or order of any federal, state or foreign court shall
have been issued that prohibits the issuance of the Investor Shares to the Investors or the consummation of the transactions contemplated
by this Agreement.


 


(iii)          Good
Standing. The Investors shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company
in the State of Delaware, in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction.


 


(iv)           Representations
and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material
respects (disregarding, other than in the case of Section 2(d), all qualifications and exceptions contained therein relating
to materiality, Material Adverse Effect or similar qualifications) other than (x) modifications or inaccuracies of the representations
and warranties contained in Section 2(d) that arise from events or circumstances that occur from and after, or exist
following, the date hereof and are outside of the reasonable control of the Company or its Subsidiaries to prevent (“Real Estate
Rep Modifications”), and (y) representations and warranties contained in Section 2(f), which shall be true
and correct in all respects.


 






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(v)            Covenants.
The Company shall have performed and complied in all material respects with all of its respective covenants and agreements contained in
this Agreement and in any other document delivered pursuant to this Agreement (including in any Transaction Agreement) through the Closing
Date.


 


(vi)          Certificate.
The Company shall have furnished to the Investors a certificate, dated the Closing Date, of an officer of the Company, on behalf of the
Company, confirming the matters set forth in subsections (iv) and (v).


 


(vii)         No
Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any changes or events that, individually
or in the aggregate would reasonably be expected to result in a Material Adverse Effect.


 


(viii)        No
Market Adverse Event. There shall not have occurred (i) a material adverse change in the financial markets in the United States,
any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, or (ii) a suspension or material limitation on trading,
or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any securities exchange
or by any such system or by order of the Commission, the New York Stock Exchange or any other governmental authority, or (iii) a
material disruption in commercial banking or securities settlement or clearance services in the United States, or (iv) a declaration
of a banking moratorium by either Federal or New York authorities.


 


(b)            The
obligation of the Company to issue and sell the Investor Shares is subject to the following conditions (which may be waived in whole or
in part by the Company in its sole discretion):


 


(i)            No
Legal Impediment to Issuance. No statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state
or foreign governmental or regulatory authority, and no judgment, injunction, decree or order of any federal, state or foreign court shall
have been issued that prohibits the issuance of the Investor Shares to the Investors or the consummation of the transactions contemplated
by this Agreement.


 


(ii)            Representations
and Warranties. The representations and warranties of each Investor, each Affiliated Purchaser contained in this Agreement shall be
true and correct in all material respects (disregarding all qualifications and exceptions contained therein relating to materiality or
similar qualifications).


 






    15



     


    

 


(iii)           Covenants.
Each Investor shall have performed and complied in all material respects with all of its covenants and agreements contained in this Agreement
and in any other document delivered pursuant to this Agreement (including in any Transaction Agreement) through the Closing Date.


 


(iv)          No
Market Adverse Event. There shall not have occurred (i) a material adverse change in the financial markets in the United States,
any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, or (ii) a suspension or material limitation on trading,
or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any securities exchange
or by any such system or by order of the Commission, the New York Stock Exchange or any other governmental authority, or (iii) a
material disruption in commercial banking or securities settlement or clearance services in the United States, or (iv) a declaration
of a banking moratorium by either Federal or New York authorities.


 


7.            Indemnification
and Contribution.


 


(a)            Whether
or not the issuance of the Investor Shares to the Investors or the other transactions contemplated hereby are consummated or this Agreement
is terminated, the Company (in such capacity, the “Indemnifying Party”) shall indemnify and hold harmless the Investors
and each Affiliated Purchaser, their respective Affiliates and their respective officers, directors, members, managers, partners, employees,
agents, advisors and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims,
damages, liabilities, amounts paid in settlement and reasonable expenses, joint or several (“Losses”), incurred by
such Indemnified Person or to which any such Indemnified Person may become subject arising out of or in connection with any claim, challenge,
litigation, investigation or proceeding (“Proceedings”) arising out of or relating to this Agreement or the other Transaction
Agreements, or the transactions contemplated by any of the foregoing and shall reimburse such Indemnified Persons for any reasonable legal
fees and expenses or other out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing;
provided that the foregoing indemnification will not apply to Losses to the extent that they resulted from gross negligence or
willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified
Person (except as set forth in the proviso to the immediately preceding section) or insufficient to hold it harmless, then the Indemnifying
Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such Losses in such proportion as is appropriate
to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other
hand but also the relative fault of the Indemnifying Party on the one hand and such Indemnified Person on the other hand as well as any
relevant equitable considerations.


 






    16



     


    

 


(b)            Promptly
after receipt by an Indemnified Person of notice of the commencement of any Proceedings with respect to which the Indemnified Person
may be entitled to indemnification hereunder, such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying
Party in respect thereof, notify the Indemnifying Party in writing of the commencement thereof; provided that the omission so
to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have hereunder except to the
extent it has been materially prejudiced by such failure. In case any such Proceedings are brought against any Indemnified Person and
it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and,
to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnified Person; provided that if the defendants in any such Proceedings include both such Indemnified
Person and the Indemnifying Party and such Indemnified Person shall have concluded that there may be legal defenses available to it that
are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select
separate counsel, which selection shall be subject to the reasonable approval of the Indemnifying Party (it being understood and agreed
that Skadden, Arps, Slate, Meagher & Flom LLP is approved), to assert such legal defenses and to otherwise participate in the
defense of such Proceedings on behalf of such Indemnified Person. Upon receipt of notice from the Indemnifying Party to such Indemnified
Person of its election so to assume the defense of such Proceedings and approval by such Indemnified Person of counsel, the Indemnifying
Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person thereafter in connection with the
defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel
in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however,
that the Indemnifying Party shall not be liable for the expenses of more than one firm of counsel, plus local counsel, in any jurisdiction
representing the Indemnified Person), (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such
Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Proceedings or (iii) the
Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person.


 


(c)            The
Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall
not be unreasonably withheld, conditioned or delayed). If any settlement of any Proceeding is consummated with the written consent of
the Indemnifying Party or if there is a final judgment for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify
and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with,
and subject to the limitations of, the provisions of this Section 7. The Indemnifying Party shall not, without the prior written
consent of an Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of
any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (i) such
settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person
from all liability on the claims that are the subject matter of such Proceedings and (ii) such settlement does not include any statement
as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.


 






    17



     


    

 


(d)            Given
that an Indemnified Person may be entitled to indemnification (a “Jointly Indemnifiable Claim”) from both the Company,
pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the organizational
documents of such Person or otherwise (the “Indemnitee-Related Entities”), the Company acknowledges and agrees that
the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect of indemnification and advancement
of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement,
irrespective of any right of recovery the Indemnified Person may have from the Indemnitee-Related Entities. Under no circumstance shall
the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of recovery the Indemnified
Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnified Person or the obligations
of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnified Person in
respect of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Claim, the Indemnitee-Related Entity
making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person against
the Company, and the Indemnified Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary
to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively
to bring suit to enforce such rights. Each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this
Section 7(d), entitled to enforce this Section 7(d) against the Company as though each such Indemnitee-Related
Entity were a party to this Agreement.


 


8.            Survival
of Representations and Warranties. The representations and warranties made in this Agreement will survive the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby notwithstanding any investigation at any time made by or
on behalf of any party hereto until the date that is one year after the Closing Date and the covenants shall survive in accordance with
their specific terms; provided, however, the representations and warrants contained in Sections 2(b), (c),
(e), (f) and (h) and Sections 3(a), (b) and (i) shall survive indefinitely.


 


9.            Expense
Reimbursement. Each party shall be responsible for any fees and expenses incurred by it in connection with the preparation, negotiation
and delivery of this Agreement.


 


10.          Notices.
All notices and other communications in connection with this Agreement will be in writing and will be deemed given (and will be deemed
to have been duly given upon receipt) if delivered personally, sent via electronic transmission or facsimile (with confirmation), mailed
by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the
following addresses (or at such other address for a party as will be specified by like notice):


 


(a)            If
to the Company:


 


Trinity Place Holdings Inc.

340 Madison Avenue, Suite 3C

New York, New York 10173

Attention: Chief Executive Officer and Chief Financial Officer

Fax: (212) 235-2190


 


Email: matt.messinger@tphs.com
and steven.kahn@tphs.com


 






    18



     


    

 


with a copy (which shall not constitute notice) to:


 


Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention: John Bessonette

Fax: (212) 715-8044

Email: jbessonette@kramerlevin.com


 


(b)            If
to the Investors:


 


To the names and address on Schedule A.


 


11.          Assignment;
Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned
by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other party. Except as provided
in Section 7 with respect to the Indemnified Persons, this Agreement (including the documents and instruments referred to
in this Agreement) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under
this Agreement. Any Indemnified Persons shall be entitled to enforce and rely on the provisions listed in the immediately preceding sentence
as if they were a party to this Agreement.


 


12.          Prior
Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits to and the documents and instruments
referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings,
whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge
that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.


 


13.          GOVERNING
LAW; VENUE. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE INVESTORS
HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF, AND VENUE IN, THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVE
ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND
HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.


 






    19



     


    

 


14.           Counterparts.
This Agreement may be executed in counterparts, all of which will be considered one and the same Agreement and will become effective when
counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission),
it being understood that each party need not sign the same counterpart.


 


15.           Waivers
and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions
of this Agreement may be waived, only by a written instrument signed by all the parties or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement will operate as a
waiver thereof, nor will any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor will any
single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof
or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement
are cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.


 


16.            Adjustment
to Shares. If, prior to the Closing Date, the Company effects a reclassification, stock split (including a reverse stock split), stock
dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction with respect to any
shares of its capital stock, references to the numbers of such shares and the prices therefore shall be equitably adjusted to reflect
such change and, as adjusted, shall, from and after the date of such event, be subject to further adjustment in accordance herewith.


 


17.            Headings.
The headings in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.


 


18.           Publicity.
The Company and the Investors shall consult with each other prior to issuing any press releases (and provide each other a reasonable opportunity
to review and comment upon such release prior to its public issuance) or otherwise making public announcements with respect to the transactions
contemplated by this Agreement; provided, however, that in no event shall any such press release or other public announcement
name the Investors without its prior written consent. The Company shall consult with the Investors prior to making any filings (and provide
the Investors a reasonable opportunity to review and comment on such filings) with any third party or any governmental entity (including
any national securities exchange or interdealer quotation service) with respect to the transactions contemplated by this Agreement, except
as may be required by law or by the request of any governmental entity. Subject to the Company’s foregoing obligations pursuant
to this Section 18, nothing contained in this Section 18 shall be interpreted to preclude the Company from making
any filing or disclosing any information in any filing, including with the Commission, that the Company acting reasonably determines is
necessary or advisable; provided, however, that, if such filing names the Investors, the Company shall obtain the prior
approval of the Investors and take into account any comments it may have thereto unless, in the opinion of counsel to the Company, the
filing is legally required to be made as proposed by the Company without making changes to reflect such comments.


 


[Signature Page Follows]


 






    20



     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written
above.


 


	 	TRINITY PLACE HOLDINGS INC.
	 	 
	 	By:	/s/ Steven Kahn
	 	Name:  Steven Kahn
	 	Title:    Chief Financial Officer








 


[Signature Page to Private Placement Agreement]


 






    



     


    

 


	 	MFP PARTNERS, L.P.
	 	By:	MFP Investors LLC,
	 	 	its General Partner
	 	 
	 	By:	/s/ Timothy Ladin
	 	Name:  Timothy Ladin
	 	Title:  General Counsel
	 	 


 


[Signature Page to Private Placement Agreement]


 









    



     


    




 


	 	
    GEMCAP INVESTMENT FUNDS (IRELAND) PLC – THIRD AVENUE REAL
    ESTATE VALUE FUND

     

	 	By:	Third Avenue Management LLC, its investment adviser
	 	 
	 	By:	/s/ Mark J. Aaron
	 	Name: Mark J. Aaron
	 	Title:   Chief Operating Officer
	 	 


 


[Signature Page to Private Placement Agreement]


 






    



     


    

 


Schedule A


 


	Name of Investor	 	Number of Investor Shares	 	Address	 
	MFP Partners, L.P.	 	2,105,263	 	
    MFP Partners, L.P.

    c/o MFP Investors LLC

    909 Third Avenue, 33rd Floor

    New York, NY 10022

    Attention: Timothy E. Ladin

    Email:  notices@mfpllc.com
	 
	GemCap Investment Funds (Ireland) PLC – Third Avenue Real Estate Value Fund	 	434,210	 	
    GemCap Investment Funds (Ireland) PLC – Third Avenue
    Real Estate Value Fund

    c/o Third Avenue Management LLC

    622 Third Avenue

    New York, NY 10017

    Attention: Ryan Dobratz

    Email: rdobratz@thirdave.com
	 








 






    



     


    

 


EXHIBIT A


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (“Agreement”),
dated as of October 22, 2021, is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”)
and the investors set forth on Schedule A hereof (collectively, the “Investors” and each, an “Investor”).


 


W I T N E S S E T H


 


WHEREAS, the Company has entered
into that certain Private Placement Agreement dated as of October 22, 2021 (the “Private Placement Agreement”)
between the Company and the Investors, pursuant to which the Company has agreed to issue to each Investor, and each Investor has agreed
to purchase from the Company, the amount of shares set forth opposite such Investor named on Schedule A thereto (the “Investor
Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) in a private
placement transaction on the terms set forth therein; and


 


WHEREAS, in consideration of the Investors’
agreement to purchase the Investor Shares pursuant to, upon the terms, and subject to the conditions set forth in the Private Placement
Agreement, the Company has agreed to provide registration rights to the Investors with respect to the Investor Shares set forth opposite
each Investor named on Schedule A hereto.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged,
the parties agree as follows:


 


Article I


 


Certain Definitions


 


For purposes of this Agreement,
the following terms shall have the following meanings:


 


(a)           The
term “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled
by, or under common control with, such Person; provided that, for the purposes of this definition, “control” (including,
with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to
any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


(b)           The
term “Board” means the Board of Directors of the Company.


 


(c)            The
term “Commission” means the United States Securities and Exchange Commission or any successor agency.


 






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(d)           The
term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


(e)            The
term “Person” (but not “person”) means any individual, firm, corporation, partnership, limited liability
company, trust or other entity, and shall include any successor (by merger or otherwise) of such entity.


 


(f)            The
term “Purchase Price” means $1.90 per Investor Share.


 


(g)            The
term “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.


 


Any terms used in this Agreement and not defined
herein shall have the meanings given such terms in the Private Placement Agreement.


 


Article II


 


Registration of Common Stock; Indemnification


 


Section 2.01     Registrable
Securities. For the purposes of this Agreement, “Registrable Securities” means the Investor Shares; provided
that (i) any Investor Shares of Common Stock will cease to be Registrable Securities, and (ii) the Company will not be obligated
to maintain the effectiveness of the Shelf Registration Statement (as defined below), and the Company’s obligations under Section 2.02
hereof will cease, with respect to the Registrable Securities of a holder thereof (a “Holder”) following the date on
which (a) all such securities have been sold or otherwise transferred by the Holders thereof pursuant to an effective registration
statement; or (b) all such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the
Securities Act. The period of time during which the Company is required to keep the Shelf Registration Statement effective is referred
to as the “Effectiveness Period.”


 


Section 2.02     Registration.
Within ninety (90) days following the date on which the Company consummates the transactions contemplated by the Private Placement Agreement,
the Company shall prepare and file a resale registration statement on Form S-3 or another applicable form, if Form S-3 is not
then available, registering offers and sales of Registrable Securities held by the Investors and any Affiliated Purchasers pursuant to
Rule 415 under the Securities Act (such registration statement together with all exhibits thereto and any post-effective amendment
thereto that becomes effective, the “Shelf Registration Statement”). The Company may supplement the Shelf Registration
Statement from time to time to register securities other than Registrable Securities for sale for the account of any Person; provided,
however, that such supplement will be permitted only so long as the Commission rules provide that such supplement does not
give the Commission the right to review the Shelf Registration Statement; provided further that such supplement does not adversely
affect the rights of any Holder. Notwithstanding the foregoing or anything to the contrary in this Article II, if the Company grants
registration rights to one or more other holders of its Common Stock that are more favorable to such holders than the registration rights
granted hereunder, with respect to underwritten offerings or otherwise, the Company and holders of a majority of the Registrable Securities
hereunder shall in good faith amend this Agreement to reflect such more favorable terms as reasonably as practicable.


 






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Section 2.03     Registration
Procedures. In connection with the registration of any Registrable Securities under the Securities Act as provided in this Article II,
the Company will use its best efforts to:


 


(a)            cause
the Shelf Registration Statement (and any other related registrations, qualifications or compliances as may be reasonably requested and
as would permit or facilitate the sale and distribution of all Registrable Securities until the distribution thereof is complete) to become
effective as soon as practicable following the filing thereof but not later than 180 days after the Closing Date (the “Scheduled
Effective Date”);


 


(b)            prepare
and file with the Commission the amendments and supplements to the Shelf Registration Statement and the prospectus used in connection
therewith and take all other actions as may be necessary to keep the Shelf Registration Statement continuously effective until the disposition
of all securities in accordance with the intended methods of disposition by the Holder or Holders thereof set forth in the Shelf Registration
Statement is completed, and to comply with the provisions of the Securities Act (to the extent applicable to the Company) with respect
to the dispositions;


 


(c)            (i) at
least five (5) Business Days before filing with the Commission, furnish to each Holder and its counsel (if any) copies of all documents
proposed to be filed with the Commission in connection with such registration, which documents will be subject to the review and reasonable
comment of such Holder and its counsel; (ii) furnish to each Holder of Registrable Securities a reasonable number of copies of the
Shelf Registration Statement, of each amendment and supplement thereto, and of the prospectus included in the Shelf Registration Statement
(including each preliminary prospectus), in conformity with the requirements of the Securities Act, and the other documents (including
exhibits to any of the foregoing), as the Holder may reasonably request, in order to facilitate the disposition of the Registrable Securities
owned by such Holder; (iii) respond as promptly as practicable to any comments received from the Commission with respect to each
Shelf Registration Statement or any amendment thereto and, as promptly as reasonably possible; and (iv) provide the Holders true
and complete copies of all correspondence from and to the Commission relating to such Shelf Registration Statement that pertains to the
Holders as “Selling Stockholders” but not any comments that would result in the disclosure to the Holders of material and
non-public information concerning the Company.


 


(d)            register
or qualify the Registrable Securities covered by the Shelf Registration Statement under the securities or “blue sky” laws
of the various states as any Holder reasonably requests and do any and all other acts and things that may be necessary or reasonably advisable
to enable a Holder to consummate the disposition in such states of the Registrable Securities owned by such Holder, except that the Company
will not be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not, but for the
requirements of this Section 2.03(d), be obligated to be qualified, or to subject itself to taxation in any such jurisdiction;


 






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(e)            provide
a transfer agent and registrar for the Registrable Securities covered by the Shelf Registration Statement not later than the effective
date of the Shelf Registration Statement;


 


(f)            notify
the Holders promptly, and confirm such notice in writing, (i)(A) when a prospectus as contained in the Shelf Registration Statement
(a “Prospectus”) or any Prospectus supplement or post-effective amendment has been filed, and (B) with respect
to a Shelf Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the
Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Shelf Registration
Statement or the initiation of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose, (iv) of the existence of any fact or the happening of any event
that makes any statement made in such Shelf Registration Statement or related Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or which requires the making of any changes in such Shelf Registration
Statement, Prospectus or documents so that, in the case of the Shelf Registration Statement, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading, (v) of the Company’s reasonable determination that a post-effective amendment to a Shelf Registration Statement
would be appropriate, or (vi) of any request by the Commission or other governmental authority for amendments or supplements to a
Shelf Registration Statement or related Prospectus or for additional information that pertains to the Holders as “Selling Stockholders”
or the “Plan of Distribution”;


 


(g)            enter
into customary agreements (including, in the event the Holders elect to engage an underwriter in connection with the Shelf Registration
Statement, an underwriting agreement containing customary terms and conditions) and take all other actions as may be reasonably required
in order to expedite or facilitate the disposition of Registrable Securities; provided, however, that the Company will not
be liable for any underwriter’s fees, commissions and discounts or similar expenses; and


 


(h)            make
every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement or any
suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible time.


 


Section 2.04 Rule 144.
With a view to making available to the Holders the benefits of certain rules and regulations of the Commission that at any time permit
the sale of the Registrable Securities to the public without registration, the Company agrees to:


 


(a)            make
and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act;


 






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(b)            file
with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act;


 


(c)            so
long as a Holder owns any unregistered Registrable Securities, furnish to the Holder upon any reasonable request a written statement by
the Company as to its compliance with the public information requirements of Rule 144 promulgated under the Securities Act and/or
the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and any other reports and documents of the Company
as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any
Registrable Securities without registration (excluding any reports or documents of the Company that the Company, in its sole discretion,
deems confidential); and


 


(d)            take
such further action as any Holder may reasonably request to enable such Holder to sell such Investor Shares without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing
any legal opinions relating to such sale pursuant to Rule 144.


 


Section 2.05 Registration
and Selling Expenses. All expenses incurred by the Company in connection with the Company’s performance of or compliance with
this Article II, including, without limitation, (i) all Commission registration and filing fees, (ii) blue sky fees and
expenses, (iii) all necessary printing and duplicating expenses, and (iv) all fees and disbursements of counsel and accountants
retained on behalf of the Company (all expenses being called “Registration Expenses”), will be paid by the Company.
Each Holder may, at its election, retain its own counsel and other representatives and advisors as it chooses at its own expense; provided
that the Company will pay the reasonable fees and expenses of one counsel to the Holders incurred as part of reviewing the Shelf Registration
Statement and any Prospectuses and amendments related thereto.


 


Section 2.06 Registration
Statement Not Declared Effective. The Company and the Holders agree that the Holders will suffer damages if (i) the Shelf Registration
Statement is not declared effective by the Commission on or prior to the Scheduled Effective Date, or (ii) the length or frequency
of Black-Out Periods (as defined below) exceed the limits set forth in Section 2.07(a) hereof. The Company and the Holders further
agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, (x) if the Shelf Registration
Statement is not declared effective by the Commission on or prior to the Scheduled Effective Date and on such date or at any time thereafter
the Company is not diligently and in good faith making commercially reasonable efforts to have the Shelf Registration Statement declared
effective, the Company shall pay an amount in cash as liquidated damages to each Holder equal to one percent (1%) of the Purchase Price
of the Investor Shares held by such Holder for each thirty (30) day period after the Scheduled Effective Date during which the Company
is failing to make such efforts, up to a maximum of four percent (4%); and (y) during the continuance of a Black-Out Period beyond
the limits set forth in Section 2.07(a) hereof, the Company shall pay an amount in cash as liquidated damages to each Holder
equal to one percent (1%) of the Purchase Price of the Investor Shares held by such Holder for each thirty (30) day period during the
continuance of a Black-Out Period beyond such limits, pro-rated as applicable for any partial month, up to a maximum of four percent (4%).


 






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Section 2.07 Certain
Obligations of Holders.


 


(a)            Each
Holder agrees that, upon receipt of any notice from the Company of (i) the happening of any event of the kind described in Sections
2.03(f)(i)(A), 2.03(f)(ii), 2.03(f)(iii), 2.03(f)(iv), 2.03(f)(v) or 2.03(f)(vi) hereof, or (ii) a determination by the
Board that it is advisable to suspend use of the Prospectus for a discrete period of time due to pending corporate developments such as
negotiation of a material transaction which the Company in its sole discretion after consultation with legal counsel, determines it would
be obligated to disclose in the Shelf Registration Statement, which disclosure the Company believes would be premature or otherwise inadvisable
at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition
of such Registrable Securities pursuant to the Shelf Registration Statement or Prospectus until such Holder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 2.03(b) hereof, or until such Holder is advised in writing
by the Company that the use of the applicable Prospectus may be resumed and has received copies of any additional or supplemental filings
that are incorporated or deemed to be incorporated by reference in such Prospectus. The period of time in which the use of a Prospectus
or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to
so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holders agree to keep the fact
of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 2.07 for more than ninety
(90) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least sixty (60) days must
pass between Black-Out Periods and the total aggregate length of all Black-Out periods within any twelve (12) month period shall not exceed
one hundred and twenty (120) days. Notwithstanding the foregoing, the Company may suspend use of any Shelf Registration Statement if the
Commission’s rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration Statement
because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item
2.01 of Form 8-K or any other similar situation until the Company’s Form 10-K has been filed or a Form 8-K, including
any required pro forma or historical financial statements, has been filed, respectively (provided that the Company shall use its reasonable
best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be used at the earliest possible
time).


 


(b)            As
a condition to the closing and to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information
regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II.


 


(c)            Each
Holder hereby covenants with the Company not to make any sale of the Registrable Securities pursuant to the Shelf Registration Statement
without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied.


 


(d)            Each
Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Shelf Registration Statement are not transferable
on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable,
is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) the Registrable Securities have been
sold in accordance with this Agreement and the Shelf Registration Statement and (ii) the requirement of delivering a current prospectus
has been satisfied.


 






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(e)            Each
Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable
Securities offered pursuant to the Shelf Registration Statement and agrees not to take any action with respect to any distribution deemed
to be made pursuant to the Shelf Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other
applicable rule, regulation or law.


 


(f)            [Intentionally
omitted].


 


(g)            The
rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 2.02 hereof may
be assigned in whole or in part by a Holder in connection with the transfer of such Registrable Securities; provided, that: (i) the
transfer of the Registrable Securities and the rights to register such Registrable Securities are effected in accordance with applicable
securities laws, (ii) the transfer involves not less than fifty percent (50%) of the Investor Shares, (iii) the Holder gives
prior written notice to the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in
a written instrument reasonably satisfactory in form and substance to the Company and its counsel. Except as specifically permitted by
this Section 2.07, the rights of a Holder with respect to Registrable Securities will not be transferable to any other Person, and
any attempted transfer will cause all rights of the Holder to registration of Registrable Securities under this Article II to be
forfeited, void ab initio and of no further force and effect.


 


(h)            With
the written consent of the Company and each Holder affected or potentially affected by such proposed waiver, any provision of Sections
2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07 or 2.08 hereof may be waived (either generally or in a particular instance, either retroactively
or prospectively and either for a specified period of time or indefinitely). Upon the effectuation of each waiver, the Company will promptly
give written notice thereof to such Holders.


 


Section 2.08 Indemnification.


 


(a)            By
the Company. The Company agrees to indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities being
sold, its directors, officers, employees, members, managers, partners, agents, and each other Person, if any, who controls (within the
meaning of the Securities Act and the rules and regulations thereunder) such Holder (each, an “Indemnified Person”)
against all losses, claims, damages, liabilities, and expenses (including legal fees and expenses and all costs incident to investigation
or preparation with respect to such losses, claims, damages, liabilities, and expenses and to reimburse such Indemnified Person for such
costs as incurred) (collectively, the “Losses”) caused by, resulting from, or relating to any untrue or alleged untrue
statement of material fact contained in the Shelf Registration Statement, prospectus, or preliminary prospectus or any amendment thereof
or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or a fact necessary to make
the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished to the Company
by or on behalf of such Holder in writing expressly for use therein or by such Holder’s failure to deliver a copy of the Shelf Registration
Statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number
of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any
of the Company’s other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors,
employees, and agents and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder)
such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification of the Holders
of Registrable Securities being sold.


 






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(b)            By
the Investors. In connection with any registration statement in which a Holder of Registrable Securities is participating pursuant
to this Agreement, each such Holder will, if requested, furnish to the Company in writing information regarding such Holder’s ownership
of Registrable Securities and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors,
and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) the Company against
all Losses caused by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Shelf Registration
Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that
such untrue statement or omission is caused by and contained in such information so furnished to the Company in writing by or on behalf
of such Holder expressly for use therein; provided, however, that each Holder’s obligation to indemnify the Company
hereunder shall be apportioned between each Holder based upon the net amount received by each Holder from the sale of Registrable Securities,
as compared to the total net amount received by all of the Holders of Registrable Securities sold pursuant to such registration statement,
no such Holder being liable to the Company in excess of such apportionment; and provided further that each Holder’s obligation
to indemnify the Company hereunder shall be apportioned between each Holder as is appropriate to reflect the relative fault of such Holder
on the one hand, and of each other Holder on the other, in connection with the statements or omissions that resulted in such Losses. The
relative fault of each Holder on the one hand, and each other Holder on the other, shall be determined by reference to, among other things,
whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by such Holder and the parties’ relevant intent, knowledge, information and opportunity to correct or prevent
such statement or omission.


 


(c)            Notice.
Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect
to which its seeks indemnification; provided, however, that the failure to give such notice shall not release the indemnifying
party from its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure to provide
such notice.


 






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(d)            Defense
of Actions. In any case in which any such action is brought against any indemnified party and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying
party will not (so long as it shall continue to have the right to defend, contest, litigate, and settle the matter in question in accordance
with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of investigation, supervision, and monitoring (unless such indemnified
party reasonably objects to such assumption on the grounds that there may be defenses available to it that are different from or in addition
to the defenses available to such indemnifying party or if a conflict or potential conflict of interest exists, in either of which event
the indemnified party shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal
counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent, which consent
shall not be unreasonably withheld, conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate,
and settle a matter if it shall fail diligently to contest such matter (except to the extent settled in accordance with the next following
sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be
unreasonably withheld, conditioned or delayed). The indemnifying party shall not, without the prior written consent of an indemnified
party (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceedings
in respect of which indemnity has been sought hereunder by such indemnified party unless (i) such settlement includes an unconditional
release of such indemnified party in form and substance satisfactory to such indemnified party from all liability on the claims that are
the subject matter of such proceedings and (ii) such settlement does not include any statement as to or any admission of fault, culpability
or a failure to act by or on behalf of any indemnified party.


 


(e)            Jointly
Indemnifiable Claims. Given that an Indemnified Person may be entitled to indemnification (a “Jointly Indemnifiable Claim”)
from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification
agreement, the organizational documents of such Person or otherwise (the “Indemnitee-Related Entities”), the Company
acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect
of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance
with the terms of this Agreement, irrespective of any right of recovery the Indemnified Person may have from the Indemnitee-Related Entities.
Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and
no right of recovery the Indemnified Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of
the Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make
any payment to the Indemnified Person in respect of indemnification or advancement of expenses with respect to any Jointly Indemnifiable
Claim, the Indemnitee-Related Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery
of the Indemnified Person against the Company, and the Indemnified Person shall execute all papers reasonably required and shall do all
things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable
the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Indemnitee-Related Entities shall be third-party
beneficiaries with respect to this Section 2.08(e), entitled to enforce this Section 2.08(e) against the Company
as though each such Indemnitee-Related Entity were a party to this Agreement.


 






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(f)            Survival.
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified Person and will survive the transfer of the Registrable Securities and the termination of this Agreement.


 


(g)            Contribution.
If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein,
any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with
respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons. In determining
the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons’ relative knowledge
and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any
statement or omission, and other equitable considerations appropriate under the circumstances, including the relative fault of such Person,
in connection with the statements or omissions that resulted in Losses. The relative fault of each Person shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such Person and the parties’ relevant intent, knowledge, information and opportunity
to correct or prevent such statement or omission. It is hereby agreed that it would not necessarily be equitable if the amount of such
contribution were determined by pro rata or per capita allocation. No Person 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. Notwithstanding the foregoing, the Investors and any Affiliate of such Investors shall not be required to
make a contribution in excess of (i) the net amount received by such Investors (or its respective Affiliate) from the sale of Registrable
Securities.


 


Article III


 


Miscellaneous


 


Section 3.01
Inconsistent Agreements.  Without the prior written consent of the Investors, the Company shall not enter into any registration
rights agreement that conflicts, or is inconsistent, with the provisions of Article II hereof.


 


Section 3.02
Specific Performance. Each of the Investors and the Company acknowledge and agree that, in the event of any breach of this
Agreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages. The Investors
and the Company hereby agree that, in addition to any other remedy to which the Investors may be entitled at law or in equity, the Investors
shall be entitled to compel specific performance of this Agreement in any action instituted in any court of the United States or any state
thereof having subject matter jurisdiction for such action.


 






    A-10


     


    

 


Section 3.03
Headings. The headings in this Agreement are for convenience of reference only and shall not control or affect the meaning
or construction of any provisions hereof.


 


Section 3.04
Entire Agreement. Except for the Private Placement Agreement, this Agreement (a) constitutes the entire agreement and
understanding of the parties hereto in respect of the subject matter contained herein, and there are no restrictions, promises, representations,
warranties, covenants, conditions, or undertakings with respect to the subject matter hereof, other than those expressly set forth or
referred to herein, and (b) amends and supersedes all prior agreements and understandings between the parties hereto with respect
to the subject matter hereof.


 


Section 3.05
Notices. All notices and other communications hereunder shall be in writing and shall be delivered personally, by next-day
courier, by electronic or facsimile transmission, or telecopied with confirmation of receipt to the parties at the addresses specified
below (or at such other address for a party as shall be specified by like notice; provided that notices of change of address shall
be effective only upon receipt thereof). Any such notice shall be effective upon receipt, if personally delivered, delivered by electronic
or facsimile transmission, or telecopied, or one day after delivery to a courier for next-day delivery.


 


If to the Company, to:


 


Trinity Place Holdings Inc.

340 Madison Avenue, Suite 3C

New York, New York 10173

Attention: Chief Executive Officer and Chief Financial Officer

Fax: (212) 235-2190


 


Email: matt.messinger@tphs.com and steven.kahn@tphs.com


 


with a copy (which shall not constitute notice) to:


 


Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention: John Bessonette

Fax: (212) 715-8044

Email: jbessonette@kramerlevin.com


 


If to the Investors or the Holder(s), to:


 


The names and addresses on Schedule A.


 






    A-11


     


    

 


Section 3.06
Governing Law; Venue. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK. EACH HOLDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH
PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.06.


 


Section 3.07
Severability. The invalidity, illegality, or unenforceability of one or more of the provisions of this Agreement in any
jurisdiction shall not affect the validity, legality, or enforceability of the remainder of this Agreement in such jurisdiction or the
validity, legality, or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.


 


Section 3.08
Successors; Assigns. The provisions of this Agreement shall be binding upon the parties hereto and their respective heirs,
successors, and permitted assigns, including, without limitation and without the need for an express assignment or assumption, any successor
in interest to an Investor, whether by a sale of all or substantially all of its assets, merger, consolidation, or otherwise. Neither
this Agreement nor the rights or obligations of any party hereunder may be assigned, except as otherwise provided in this Agreement. Any
such attempted assignment in contravention of this Agreement shall be void and of no effect.


 


Section 3.09
No Third-Party Beneficiaries. Nothing in this Agreement creates in any Person not a party to this Agreement (other than
permitted assignees and a Person indemnified pursuant to Section 2.08 hereof with respect to such indemnification rights and any
Holders of the Registrable Securities with respect to the rights to which they are entitled hereunder) any legal or equitable right, remedy
or claim under this Agreement, and this Agreement is for the exclusive benefit of the parties hereto.


 


Section 3.10
Amendments. This Agreement may not be amended, modified, or supplemented unless such modification is in writing and signed
by the Company and each Investor.


 


Section 3.11
Waiver. Any waiver (express or implied) of any default or breach of this Agreement shall not constitute a waiver of any
other or subsequent default or breach.


 






    A-12


     


    

 


Section 3.12
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same Agreement and will become effective when counterparts have been signed by each of the parties
and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need
not sign the same counterpart.


 


[SIGNATURE PAGE FOLLOWS]


 






    A-13


     


    

 


IN WITNESS WHEREOF, the undersigned
hereby agree to be bound by the terms and provisions of this Registration Rights Agreement as of the date first above written.


 


	 	TRINITY PLACE HOLDINGS INC.



 


	 	By:	 






	 	Name:  Steven Kahn
	 	Title:    Chief Financial Officer



 


[Signature Page to Registration Rights Agreement]


 






    


     


    

 


	 	MFP PARTNERS, L.P.
	 	By:	MFP Investors LLC,
	 	 	its General Partner



 


	 	By:	 





	 	Name:  Timothy Ladin
	 	Title:  General Counsel


 


[Signature Page to Registration Rights Agreement]


 






    


     


    

 


	 	
    GemCap Investment Funds
    (Ireland) PLC – Third Avenue Real Estate Value Fund

    

	 	 
	 	By:	Third Avenue Management LLC, its investment adviser
	 	 
	 	By:	 
	 	Name: 
	 	Title:  


 


[Signature Page to Registration Rights Agreement]


 






    


     


    

 


Schedule A


 


	Name of Investor	 	Number of Investor Shares	 	Address	 
	MFP Partners, L.P.	 	2,105,263	 	
    MFP Partners, L.P.

    c/o MFP Investors LLC

    909 Third Avenue, 33rd Floor

    New York, NY 10022

    Attention: Timothy E. Ladin

    Email:  notices@mfpllc.com
	 
	GemCap Investment Funds (Ireland) PLC – Third Avenue Real Estate Value Fund	 	434,210	 	GemCap Investment Funds (Ireland) PLC – Third
    Avenue Real Estate Value Fund

    c/o Third Avenue Management LLC

    622 Third Avenue

    New York, NY 10017

    Attention: Ryan Dobratz

    Email: rdobratz@thirdave.com