Exhibit 10.1


 


INTEREST CONTRIBUTION AGREEMENT



by and among


 


FIRST CAPITAL REAL ESTATE OPERATING
PARTNERSHIP, LP


 


FIRST CAPITAL REAL ESTATE TRUST INCORPORATED


 


TOWNSHIP NINE OWNER, LLC


 


CAPITOL STATION HOLDINGS, LLC


 


CAPITOL STATION MEMBER, LLC


 


CAPITOL STATION 65, LLC


 


AVALON JUBILEE, LLC


 


and


 


PRESIDENTIAL REALTY OPERATING PARTNERSHIP
LP


 


PRESIDENTIAL REALTY CORPORATION


 




December 16, 2016


 




     


     


    

 


INTEREST CONTRIBUTION AGREEMENT


 


This INTEREST CONTRIBUTION
AGREEMENT dated as of December 16, 2016 (this “Agreement”), is made and entered into among FIRST CAPITAL
REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“FCRE OP” or the “Contributor”),
FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a Maryland corporation (“First Capital” and together with
FCRE OP, each an “FC Party” and collectively the “FC Parties”), TOWNSHIP NINE OWNER,
LLC, a Delaware limited liability company (“T9 JV”), CAPITOL STATION HOLDINGS, LLC,  a
California limited liability company (“T9 Holdings”), CAPITOL STATION MEMBER, LLC, a Delaware limited
liability company (“T9 Member”), CAPITOL STATION 65 LLC, a California limited liability company
(“T9 Fee” and together with T9 JV, T9 Holdings and T9 Member collectively referred to herein as the
“T9 Parties”), AVALON JUBILEE, LLC, a New Mexico limited liability company (“Avalon Fee”)
PRESIDENTIAL REALTY OPERATING PARTNERSHIP LP, a Delaware limited partnership (“PRES OP”) and PRESIDENTIAL
REALTY CORPORATION, a Delaware corporation (the “Company” or “Presidential” and together with
PRES OP, each a “Presidential Party” and together the “Presidential Parties”).  Each
of the T9 Parties and Avalon Fee is referred to herein, individually, as a “Contributed Entity” and collectively
referred to herein as the “Contributed Entities”. Each of the FC Entities, the Contributed Entities and the
Presidential Entities are referred to herein collectively as the “Parties” and individually as a “Party.”
Appendix 1 to this Agreement contains certain definitions used in this Agreement and cross-references to terms defined
in the body of the Agreement.


 


RECITALS


 


WHEREAS, Presidential
is engaged in the business of investing in interests in real estate. Presidential has been organized and operated to qualify as
a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986,
as amended (the “Code”). Presidential holds all or substantially all of its properties and assets through PRES
OP, its operating partnership;


 


WHEREAS, First Capital
is engaged in the business of investing in interests in real estate. First Capital has been organized and operated to qualify
as a REIT under Sections 856 through 860 of the Code. First Capital holds all or substantially all of its properties and assets
through FCRE OP, its operating partnership;


 


WHEREAS, FCRE OP is
the owner of 92% of the limited liability company interests and profit participation interests (as set forth in the operating
agreement for T9 JV) in T9 JV (the “FC/T9 Interest”). T9 JV is the sole owner of 100% of the limited liability company
interests and profit participation interests in T9 Holdings. T9 Holdings is the sole owner of 100% of the limited liability company
interests and profit participation interests in T9 Member. T9 Member is the sole owner of 100% of the limited liability company
interests and profit participation interests in T9 Fee. T9 Fee is the direct owner of 100% of the fee simple interests in the
Township Nine Property (as hereinafter defined).


 


WHEREAS, FCRE OP is
the owner of 31.3333% of the limited liability company interests and profit participation interests in Avalon Fee (the “FC/Avalon
Interest”). Avalon Fee is the direct owner of 100% of the fee simple interests in the Avalon Property (as hereinafter defined).


 


NOW, THEREFORE, in
consideration of the foregoing recitals, the Parties acknowledge the adequacy of the consideration provided to each through their
respective representations, warranties, covenants and agreements and promises contained in this Agreement, as well as other good
and value consideration, and, intending to be legally bound, agree as provided below.


 




     


     


    

 


Article
I.

INTEREST CONTRIBUTIONS 


 


1.1           Recitals.
The recitals above are incorporated into this Agreement and are hereby acknowledged to be true and correct.


 


1.2           Contribution
of the Township Nine Property. At the Closing and on the terms and subject to the conditions contained in this Agreement,
the Contributor hereby agrees to sell, convey, assign and transfer to PRES OP, absolutely and unconditionally, free and clear
of all Liens except for Permitted Liens, sixty-six (66%) percent of its ownership interests in T9 JV which entity owns ninety-two
percent (92%) of all right, title and interest in and to the real and personal property described as follows:


 


“23
parcels of land upon which a tentative map has been approved comprising 62.6 gross acres and 29.87 net developable acres (net
of Parcel 4 on the T9 Subdivision Map defined below and roadways, parks and open space, and land situated within the American
River) and known as Lots 1, 2, 3, 5, 6 and 7, Lots A and B, and designated remainder 1 and designated remainder 2, as shown on
the map entitled "Township 9 - Phase 1, Subdivision No. P10_036", filed for record November 13, 2012 in Book 378 of
Final Maps, Page 1, Sacramento County Records (the “T9 Subdivision Map”) and designated as Assessor’s
Parcel Numbers (“APNs”) 001-0020-056, 001-0020-057, 001-0020-058, 001-0020-060, 001-0020-061, 001-0020-062,
001-0020-063, 001-0020-064, 001-0020-066 and 001-0020-067 in the City of Sacramento, California, (the “Township Nine
Land”), together with (i) all buildings, structures, fixtures and improvements presently located on the Township Nine
Land (the “Township Nine Improvements”), (ii) all equipment, machinery, supplies and spare parts and personal
property directly or indirectly owned by Contributor and used in connection with the use, operation and maintenance of the Township
Nine Improvements (the “Township Nine Personal Property”), (iii) all easements, licenses, rights and appurtenances
benefiting the Township Nine Land and the Township Nine Improvements (the “Township Nine Rights”), and (iv)
if and to the extent assignable by Contributor, all right, title and interest of Contributor, if any, whether direct or indirect,
in and to any intangible personal property relating to the Township Nine Land and the Township Nine Improvements, including all
licenses, permits, plans, specifications, operating manuals, guarantees and warranties and any structural, engineering, soil,
seismic, geologic, hydrogeologic, architectural and other reports and studies prepared for Contributor or a Township Nine Party
by third party consultants relating to the Township Nine Land and the Township Nine Improvements (the “Township Nine
Intangible Property” and together with the Township Nine Land, Township Nine Improvements, Township Nine Personal Property
and Township Nine Rights collectively referred to herein as the “Township Nine Property” or “T9 Property”).”


 


1.3           Contribution
of the Avalon Property. At the Closing and on the terms and subject to the conditions contained in this Agreement the Contributor
hereby agrees to sell, convey, assign and transfer to PRES OP, absolutely and unconditionally, and free and clear of all Liens
except for Permitted Liens, all of Contributor’s right, title and interest in and to the real and personal property described
as follows:


 


“That
certain real property consisting of 251, non-contiguous single-family, residential lots and a 10,000 square foot clubhouse, within
the Jubilee at Los Lunas subdivision. The lots constitute 37 finished lots and 214 platted and engineered lots. The lots range
in size from 4,002 to 12,687 square feet, with an average of 6,785 square feet, for a total of 39.10 acres or 1,703,103 square
feet.] attached hereto and incorporated herein by this reference for all purposes (the “Avalon Land”), together
with (i) all buildings, structures, fixtures and improvements presently located on the Avalon Land (the “Avalon Improvements”),
(ii) all equipment, machinery, supplies and spare parts and personal property owned directly or indirectly by Contributor and
used in connection with the use, operation and maintenance of the Avalon Improvements (the “Avalon Personal Property”),
(iii) all easements, licenses, rights and appurtenances benefiting the Avalon Land and the Avalon Improvements (the “Avalon
Rights”), and (iv) if and to the extent assignable by Contributor, all right, title and interest of Contributor, if
any, whether direct or indirect, in and to any intangible personal property relating to the Avalon Land and the Avalon Improvements,
including all licenses, permits, plans, specifications, operating manuals, guarantees and warranties and any structural, engineering,
soil, seismic, geologic, hydrogeologic, architectural and other reports and studies prepared for Contributor or a Avalon Party
by third party consultants relating to the Avalon Land and the Avalon Improvements (the “Avalon Intangible Property”
and together with the Avalon Land, Avalon Improvements, Avalon Personal Property and Avalon Rights collectively referred to herein
as the “Avalon Property”).”


 




     


     


    

 


1.4        Assignment
of T9 Property and Avalon Property. In exchange for the consideration to be transferred to Contributor as set forth in this
Article I below, Contributor shall assign the T9 Property and the Avalon Property to PRES OP and PRES OP agrees to accept such
assignment in form acceptable to Contributor, acting reasonably, in accordance with the terms of this Agreement. The T9 Property
and the Avalon Property are referred to herein individually as a “Contributed Property” and collectively as the “Contributed
Properties”.


 


1.5       
Consideration for the FC/T9 Interest. The Parties hereto acknowledge and agree as follows:


 


a)      The
current, estimated fair market value of the FC/T9 Interest is approximately $85,457,000 (the “EFMV-FC/T9 Interest’);


 


b)       The
appraised value of the FC/T9 Interest upon acquisition of the T9 Property by First Capital was $71,900,000 (the “AFMV-FC/T9
Interest”);


 


b)       The
T9 Property is collateral for a first mortgage loan (the “T9 Loan”) in favor of Copia Lending, LLC (f/k/a ISIS Lending,
LLC) (the “T9 Lender”) as described in the documentation for the T9 Loan (the “Loan Documents”) the outstanding
balance (inclusive of interest and principal) of which is approximately $39,119,000;


 


c)       The
amount of the T9 Loan (inclusive of interest and principal) attributable to the FC/T9 Interest is $35,989,000 (the “FC/T9
Interest Loan Balance”);


 


d)       Accordingly,
the purchase price for the FC/T9 Interest shall be the amount of $32,649,000 (the amount of the EFMV-FC/T9 Interest ($85,457,000)
less the amount of the FC/T9 Loan Balance ($35,989,000) [the difference being $49,468,000] multiplied by a fraction (the “T9
Fraction”) the numerator of which is “66” and the denominator of which is “100” [$49,468,000 (66/100)];


 


e)       At
the Closing and on the terms and subject to the conditions contained in this Agreement, the Presidential Parties shall assume
the obligations and liabilities with respect to sixty-six (66%) percent of the T9 Loan and/or any financing in replacement of
the T9 Loan. In the event that the T9 Loan or any replacement financing is less than the amounts stated above, there shall be
a commensurate increase in the amount of PRES OP Units issued to Contributor. However, in the event that the T9 Loan or any replacement
financing is greater than the amount stated above, there shall be a commensurate decrease in the amount of PRES OP Units issued
to Contributor. The parties hereto acknowledge and agree that the value of any personal property is de minimis and that no part
of the Purchase Price is allocable thereto.


 




     


     


    

 


(f)          The
FC Parties hereby acknowledge and agree that until such time as the FC Parties shall have delivered to Presidential an updated
appraisal by a reputable “qualified” appraiser describing the fair market value of the FC/T9 Interest as being equal
to or greater than the amount of the FC/T9 Interest Purchase Price (the “T9 Property Appraisal”) Presidential shall
hold-back PRES OP Units in an amount equal to $8,947,000 [the difference between the FC/T9 Interest Purchase Price ($32,649,000)
and the amount of $23,701,000 [the AFMV-FC/T9 Interest ($71,900,000) less the FC/T9 Interest Loan Balance ($35,989,000) [$35,911,000]
multiplied by the T9 Fraction (66/100)] (the “Holdback Units”). Upon receipt of the T9 Property Appraisal showing
an appraised value of not less than FC/T9 Interest Purchase Price, Presidential shall immediately deliver all of the Holdback
Units to the Contributor. In the event that the T9 Property Appraisal is less than the FC/T9 Interest Purchase Price, Presidential
shall immediately deliver to the FC Parties a portion of the Holdback Units (based upon an assumed unit price of $1.0 per PRES
OP Unit) equal to the product obtained by multiplying $8,942,000 by a fraction the numerator of which is the then current, actual
appraised value of the FC/T9 Interest and the denominator of which is 8,942,000. For purposes of this Agreement, a “qualified”
appraiser shall have not less than 10 years of experience in appraising property similar to the T9 Property. The “qualified”
appraiser shall be selected by FC Parties but shall be subject to the reasonable approval of Presidential. 


 


1.6           Consideration
for FC/Avalon Interest. The purchase price for the FC/Avalon Interest shall be Four Million Six Hundred Thirty-Two Thousand
Dollars ($4,632,000) (the “FC/Avalon Interest Purchase Price’). The Parties covenant that, following the Closing for
the Avalon Property, the Avalon Property shall not be transferred, sold, encumbered, leased (and no agreement shall be entered
into by the Presidential Parties to accomplish any of the foregoing) prior to the Closing for the T9 Property and performance
under the Shareholder’s Agreement (defined herein) as may be required therein as of the T9 Closing.


 


1.7           Payment
of Purchase Price. The FC/Avalon Interest Purchase Price and the FC/T9 Purchase Price, the sum of which is Thirty Seven Million
Two Hundred Eighty-One Thousand Dollars ($37,281,000) shall hereinafter be collectively referred to as the “Purchase Price”.
The Purchase Price shall be paid by the Presidential Parties delivering to the FC Parties at the Closing for the Avalon Property
and the Closing for the T9 Property (subject to the Holdback) such number of operating partnership units issued by PRES OP (the
“PRES OP Units”) based upon a valuation of $1.00 per share as shall equal the FC/Avalon Interest Purchase Price and
FC/T9 Interest Purchase Price, respectively. The PRES OP Units shall be delivered to the FC Parties free of any liens, encumbrances
or rights of third parties at each Closing, in form satisfactory to Contributor, consistent with the provisions of this Agreement.
In addition, at the election of the FC Parties, the PRES OP Units shall be convertible into Class B shares of Presidential, on
a pari pasu basis, at any time and immediately following receipt by Presidential of written notice from any of the FC Parties.


 


1.8           Class
A Shares. The Presidential Parties hereby represent and warrant that (i) there are presently approximately Four Hundred Forty
Two Thousand Five Hundred Thirty Three (442,533) Class A shares issued by Presidential (collectively, “Class A Shares”)
of which approximately 177,013 Class A Shares are owned by the BBJ Family Irrevocable Trust (“BBJ Trust”) and the
balance held by third parties (collectively, “Class A Shareholders”); (ii) Presidential Parties have delivered or
shall deliver to the FC Parties such documentation and materials as may be in the possession or control of the Presidential Parties
relative to the Class A Shares and/or Class A Shareholders; (iii) to the best knowledge of the Presidential Parties, there is
no reason to believe that the Class A Shareholders either individually or collectively, are or would be in opposition to the transactions
contemplated by this Agreement; (iv) to the best knowledge of the Presidential Parties the Class A Shares are not currently encumbered
by any lien or encumbrance and are not subject to any options or any other rights of third parties including, without limitation,
any shareholder agreement; and (v) no additional Class A Shares shall be issued.


 




     


     


    

 


1.9           Class
A Shareholder Agreement. At least one (1) business day prior to the Closing for the Avalon Property, as a condition to Closing
for the benefit of the FC Parties, First Capital shall have received a shareholder’s agreement (“Class A Shareholder’s
Agreement”) in form and substance acceptable to the FC Parties, acting reasonably, entered into by or on behalf of not less
than fifty-one (51%) of the authorized and issued Class A stock of Presidential including, but not limited to, the BBJ Family
Trust (the “Class A Controlling Stock”), which Shareholder’s Agreement shall describe, without limitation, the
matters described on Schedule 1.9 attached hereto and incorporated herein


 


1.10         Issuance
of Securities. Following the Closing for the T9 Property, Presidential shall take such action as may be necessary or appropriate
to issue, in compliance with all applicable law including, but not limited to, corporate and securities laws, unregistered shares
of Class B common stock (valued at $1.00 per share) such shares being hereinafter referred to, individually, as a “Presidential
Share” and, collectively, as the “Presidential Shares” or “Securities”).


 


1.11         Further
Action. If, at any time after each Closing, either the Presidential Parties or the FC Parties shall determine or be advised
that any deeds, bills of sale, assignments (including any intellectual property assignments), certificates, affidavits, consents,
assurances or other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in Presidential
the right, title or interest in or to any of the Contributed Properties, the Contributor shall execute and deliver, or take such
other actions as are within their respective control to cause to be executed and delivered, all such deeds, bills of sale, assignments
(including any intellectual property assignments), certificates, affidavits, consents, assurances and do or take such other actions
as are within their respective control to cause to be done, all such other actions and things as may be necessary or desirable
to vest, perfect or confirm any and all right, title and interest in or to any of the Contributed Properties or the Contributed
Properties or otherwise to carry out this Agreement.


 


Article
II.

CLOSING


 


2.1           Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place when the Closing
conditions set forth in this Article II and conditions precedent to Closing as set forth in this Agreement set forth in Article
V have been met for each Contributed Property on an individual basis (the “Closing Date”). The Contributed
Properties will close on the following schedule:


 


		a)	Avalon Property
                                         – Seven (7) business days after the execution of this Agreement; and



 


		b)	Township
                                         Nine Property – upon the completion and/or satisfaction or written waiver of the
                                         Closing Conditions and Conditions Precedent as set forth in this Agreement anticipated
                                         to occur within ninety (90) days following the date of execution of this Agreement.



 


2.2        Issuance
of Securities. The PRES OP Units will be issued by PRES OP upon the Closing of each of the Contributed Properties in the amounts
specified in Article I.


 




     


     


    

 


2.3       Closing
deliveries by the FC Parties. At or prior to the Closing, the FC Parties (except as otherwise provided below) will deliver
or cause to be delivered to the Presidential Parties each of the following agreements, instruments and documents:


 


(a)          a
certificate of formation, organization or incorporation, as applicable, of each Contributed Entity and FC Party certified by the
relevant authority of the jurisdiction of organization of such Contributed Entity or FC Party;


 


(b)          by-laws,
operating agreements and partnership agreements, as applicable, for each Contributed Entity and FC Party as in effect on the date
on which the resolutions referred to below were adopted;


 


(c)          resolutions
of the governing body of each Contributed Entity and FC Party approving the transaction, this Agreement and each other document
to be executed in connection with this Agreement (each a “Transaction Document”) which it is or is to be a
party;


 


(d)          a
certification that the names and signatures of the officers of each Contributed Entity authorized to sign this Agreement and each
Transaction Document to which it is or is to be a party and other documents to be delivered hereunder and thereunder are true
and correct;


 


(e)          a
good standing certificate for each FC Party and Contributed Entity from its jurisdiction of organization;


 


(f)          a
good standing certificate for each FC Party and Contributed Entity from each state where it is qualified to do business;


 


(g)          a
duly executed instrument of assignment in the form acceptable to Contributor, acting reasonably;


 


(h)          intentionally
deleted;


 


(i)          a
title affidavit, if necessary, in form reasonably acceptable to the title insurance company providing coverage to each of the
Contributed Properties;


 


(j)          a
true and complete set of all as built building plans, specifications and drawings (and of all documents and other materials related
thereto) for the Contributed Properties;


 


(k)          a
copy of any tax bills for the Contributed Properties not previously delivered to the Presidential Parties;


 


(l)          a
copy of any Permits (including all amendments, modifications, supplements and extensions thereof) with respect to the Contributed
Properties not previously delivered to the Presidential Parties, except to the extent the same are required to be and are affixed
at the Contributed Properties;


 


(m)          intentionally
deleted;


 


(n)          with
respect to the Contributor, a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying
that the Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);
and


 




     


     


    

 


(o)          any
and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and
in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Presidential
Parties may reasonably request, consistent with the terms of this Agreement, to effect any of the transactions contemplated hereby.


 


2.4           Covenants
of the FC Parties. During the pendency of this Agreement and prior to the Closing, through the exercise of commercially reasonable
efforts:


 


(a)        The FC
Parties shall not permit the creation or imposition of any lien or encumbrance upon or with respect to the Property or file any
tax appeals without Presidential Parties’ prior written consent not to be unreasonably withheld, conditioned or delayed;
provided, however, that Contributor shall be entitled to refinance the T9 Loan upon notice to but without the consent of Presidential
Parties (FC Parties shall keep Presidential Parties timely apprised of the status of the T9 Loan refinancing);


 


(b)          The
FC Parties shall maintain or cause to be maintained in full force and effect insurance on the Property in accordance with the
Loan Documents;


 


(c)          The
FC Parties shall (i) contribute such capital to Presidential as shall be reasonably required to operate the Company for a period
of five (5) months from the date of this Agreement (or make reasonable provision for the same) within sixty (60) days following
the Closing for the Avalon Property in accordance with the Business Plan (defined below); and (ii) timely perform the obligations
described in Section 5.1 (c) v); 


 


(d)          The
FC Parties agree not to transfer, sell, further pledge, remove or lease all or any part of the Contributed Property or any development
rights appurtenant to the Contributed Property or cause any FC Parties to do any of the foregoing except in the ordinary course
of business consistent with the Business Plan or as may be consented to by Presidential, acting reasonably; provided, however,
that the FC Parties shall be entitled to consummate a transaction for the sale of a portion of the T9 Property to the AG Spanos
Company or affiliate without the consent of the Presidential Parties; 


 


(e)          First
Capital shall promptly engage Latham and Watkins with respect to the matters described in Section 5.1 (d) herein; and


 


(f)          The
FC Parties shall operate and maintain (or shall cause to be operated and maintained) the T9 Property in the ordinary course of
business consistent with its past practices subject to all applicable laws and the Loan Documents, Contributor shall not make
or permit to be made any capital expenditures or improvements to the Property without the prior approval of Presidential Parties
(unless as a result of an emergency), which approval shall not be unreasonably withheld, conditioned or delayed.


 


(g)          On
or before the Closing for the T9 Property, as a condition precedent for the benefit of the FC Parties, a written amendment to
the operating agreement for T9 JV providing for among other matters, the admission of Presidential as the majority member of such
entity (with corresponding majority control as to the exercise of any rights or remedies of First Capital under the current operating
agreement for T9 JV), the proportionate liability and responsibility of Presidential and First Capital, respectively, with respect
to the T9 Loan and any replacement financing therefor, and such other terms and conditions as shall be mutually acceptable to
the Parties, acting reasonably.   


 




     


     


    

  


2.5           Closing
Deliveries by the Presidential Parties. At or prior to the Closing, the Presidential Parties will deliver or cause to be delivered
to the FC Parties each of the following agreements, instruments and other documents:


 


(a)          a
certificate of formation, organization or incorporation, as applicable, of each Presidential Party certified by the relevant authority
of the jurisdiction of organization of such Presidential Party;


 


(b)          by-laws,
operating agreements and partnership agreements, as applicable, for each Presidential Party as in effect on the date on which
the resolutions referred to below were adopted;


 


(c)          resolutions
of the governing body of each Presidential Party approving the transaction, this Agreement and the Transaction Documents for which
it is or is to be a party;


 


(d)          a
certification that the names and signatures of the officers of each Presidential Party authorized to sign this Agreement and each
Transaction Document to which it is or is to be a party and other documents to be delivered hereunder and thereunder are true
and correct;


 


(e)          a
good standing certificate for each Presidential Party from its jurisdiction of organization;


 


(f)          a
good standing certificate for each Presidential Party from each state where it is qualified to do business;


 


(g)          a
true and correct copy of the instructions provided by Presidential to its transfer agent (with corresponding acknowledgment by
its transfer agent) with respect to the issuance of the Securities hereunder; and


 


(h)          any
and all other instruments and documents required to be delivered by the Presidential Parties at or prior to the Closing pursuant
to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the FC Parties
may reasonably request, consistent with the terms of this Agreement, to effect any of the transactions contemplated herein.


 


Article
III.

REPRESENTATIONS AND WARRANTIES OF THE FC PARTIES


 


Subject to the conditions
precedent for the benefit of the FC Parties set forth herein, the FC Parties hereby represent and warrant the accuracy of the
preamble recitals and hereby jointly and severally make the following representations and warranties to the Presidential Parties
as of the date hereof:


 


3.1           Organization
and Authorization. Each of the FC Parties and each of the Contributed Entities is an entity duly organized, validly existing
and in good standing in the state of its organization. Each of the FC Parties has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement and any other Transaction Document. Each of the FC Parties has taken
all necessary action to authorize the execution, delivery and performance of this Agreement and any other Transaction Documents.
Upon the execution and delivery of any Transaction Document to be executed and delivered by one or both of the FC Parties, such
Transaction Documents shall constitute the valid and binding obligation of such FC Party, enforceable against such Contributor
in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person
or persons executing and delivering this Agreement or any other Transaction Document on behalf of any FC Party is and shall have
been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such FC Party. No FC Party
is in default under or in violation of any provision of its Organizational Documents.


 






     


     


    




 


3.2           Title
to Contributed Entities and Contributed Properties. Each Contributed Entity and each Contributed Property is free from all
Liens and encumbrances except for any matters disclosed in any preliminary reports or other written documentation including, without
limitation, schedules prepared by the representing party, including, but not limited to, the organizational documents for the
Contributed Entities, which has been delivered to or obtained by the Presidential Parties (the “Permitted Liens”).
Except for this Agreement and the agreements made in connection with this Agreement and the transactions contemplated hereby,
there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character
to which any of the FC Parties is a party relating to the sale, purchase or redemption of any of such Contributed Entities respective
Contributed Property. Upon delivery to PRES OP on the Closing Date of the Contributed Properties as contemplated by this Agreement,
FCRE OP will thereby transfer to PRES OP good and marketable title to such Contributed Property, free and clear of all Liens,
except for the Permitted Liens. All the issued and outstanding interests in the Contributed Entities have been duly authorized
and are validly issued, fully paid and non-assessable.


 


3.3           Contributed
Entities.


 


(a)          The
FC Parties have delivered or made available to the Presidential Parties true, correct and complete copies of the Organizational
Documents of each of the FC Parties and the Contributed Entities.


 


(b)          The
FC Parties have delivered or made available to the Presidential Parties true, correct and complete copies of all the notes, mortgages,
deeds of trust, security agreements, UCC filings, guaranties and all other documents and agreements in any way related to the
Permitted Liens.


 


(c)          The
FC Parties have delivered or made available to the Presidential Parties true, correct and complete copies of annual financial
statements, including, without limitation, balance sheets, income statements and statements of cash flow for the Contributed Entities
prepared in conformance with prepared utilizing consistently applied accounting principles (collectively, the “Financial
Statements”).


 


(d)          The
Contributed Entities have no liabilities other than (i) the Permitted Liens, (ii) in connection with future performance obligations
under any operating agreement disclosed to the Presidential Parties, or (iii) those liabilities that will be satisfied at the
Closing pursuant to this Agreement.


 


(e)          Since
the formation of the Contributed Entities, each of their sole business is and has been to own (directly or indirectly) one or
more of the Contributed Properties and matters relating thereto.


 




     


     


    

 


3.4           Absence
of Defaults and Conflicts. With respect to each FC Party and each of the Contributed Entities, neither the execution and delivery
of this Agreement or any other Transaction Document by such FC Party or Contributed Entity, nor the consummation of any of the
transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof
or thereof will: (a) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an
event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result
in the creation or imposition of any Lien upon such Contributed Entity or its respective Contributed Property, under (i) any Organizational
Documents of any Contributed Entity or FC Party, (ii) any agreement, document or instrument to which any Contributed Entity or
FC Party is a party or by which such FC Party or any of its Contributed Entities is or are bound, (iii) any term or provision
of any judgment, order, writ, injunction, or decree binding on any FC Party or Contributed Entity (or its assets or properties,
including the Contributed Properties), or (iv) any Laws applicable to such Contributed Entity or FC Party; or (b) require the
approval, consent, authorization or act of, or the making by such Contributed Entity or FC Party of any declaration, filing or
registration with, any Person.


 


3.5           FIRPTA.
No Contributed Entity or FC Party is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributed
Entity and FC Party shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section
1445(b)(2).


 


3.6           No
Brokers. No Contributed Entity or FC Party or any of its Affiliates has or will have any obligation to pay any brokerage fees
or commissions, finder’s fee or other similar fees related to the execution of this Agreement, any of the other Transaction
Documents or the consummation of any of the transactions contemplated hereby or thereby.


 


3.7           No
Litigation. Except for any matters disclosed in any preliminary reports or other written documentation delivered or obtained
by the Presidential Parties, including, without limitation, schedules prepared by the representing party, no Proceeding or Order
is pending against or affecting the Contributed Entities or the Contributed Properties (and, to the knowledge of each FC Party,
no such Proceeding or Order has been threatened in writing): (a) under any bankruptcy or insolvency Law; (b) that seeks or could
be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Transaction Documents
or the transactions contemplated hereby or thereby; or (c) that reasonably could be expected to adversely affect (i) the performance
by such FC Party or Contributed Entity under this Agreement or any other Transaction Document, or (ii) the consummation of any
of the transactions contemplated hereby or thereby.


 


3.8           No
Consents Required. Except as shall have been satisfied on or prior to the Closing Date, no consent, waiver, approval or authorization
of, or filing with, any Person or Governmental Authority or under any applicable Laws is required to be obtained by any FC Party
or Contributed Entity in connection with the execution, delivery and performance of this Agreement and the transactions contemplated
hereby, except for those consents, waivers, approvals, authorizations or filings, the failure of which to obtain or to file would
not have a Material Adverse Effect.


 


3.9           Taxes.
Except for any matters disclosed in any preliminary reports or other written documentation delivered or obtained by the Presidential
Parties (a) all Tax Returns and reports required to be filed with respect to the Contributing Entities including, without limitation,
schedules prepared by the representing party, and the Contributed Properties have been timely filed (after giving effect to any
properly filed extensions) and all such returns and reports are accurate and complete in all material respects, and all Taxes
required to be paid with respect to the Contributed Entities or the Contributed Properties have been paid, and (b) no deficiencies
for any Taxes have been proposed, asserted or assessed with respect to the Contributed Entities or the Contributed Properties,
and no requests for waivers of the time to assess any such Taxes are pending.


 




     


     


    

 


3.10         Tax
Matters. Each FC Party represents and warrants that it has obtained from its own counsel advice regarding the tax consequences
of (a) the transfer of the Contributed Entities and the Contributed Properties to PRES OP and the receipt of PRES OP Units and
the assumption of the T9 Loan as consideration therefore, (b) The Contributors admission as a shareholder of Presidential, and
(c) any other transaction contemplated by this Agreement. Each of the FC Parties further represents and warrants that it has not
relied on PRES OP, Presidential, or any of their Affiliates, representatives or counsel for any tax advice and that it is not
relying on any advice or any information or material furnished by such parties, whether oral or written expressed or implied,
of any nature whatsoever, regarding the tax consequences of the events and transactions set forth in the preceding sentence.


 


3.11         Compliance
with Laws. Except for any matters disclosed in any preliminary reports or other written documentation, including, but not
limited to, schedules prepared by the representing party and/or the organizational documents for the Contributed Entities, delivered
to or obtained by the Presidential Parties, the Contributed Properties have been maintained, and the FC Parties have not received
written notice that any such Contributed Property is not, in compliance in all material respects with all applicable laws, ordinances,
rules, regulations, codes, orders and statutes (including, without limitation, those currently relating to fire safety, conservation,
parking, Americans with Disabilities Act, zoning and building laws) whether federal, state or local, except where the failure
to so comply would not have a Material Adverse Effect. Compliance with Environmental Laws is not addressed by this Section
3.11, but rather solely by Section 3.14.


 


3.12         Eminent
Domain. There is no existing, proposed or threatened condemnation, eminent domain or similar proceeding, or private purchase
in lieu of such a proceeding, in respect of all or any material portion of the Contributed Properties.


 


3.13         Licenses,
Approvals, Entitlements and Permits. Except as may be disclosed in writing in any written documentation or materials delivered
to the Presidential Parties, including, without limitation, schedules prepared by the representing party, all licenses, permits
or other governmental approvals (including, without limitation, all Approvals and Entitlements) required to be obtained by the
owner of any of the Contributed Properties in connection with the permitting, approval, construction, use, occupancy, management,
leasing and operation of the property have been obtained and are in full force and effect and in good standing, and all Approvals
and Entitlements are fully vested and not subject to divestiture.


 


3.14         Environmental
Compliance. Except as may be disclosed in writing in any written documentation or materials delivered to the Presidential
Parties, including, without limitation, schedules prepared by the representing party, each Contributed Entity and each of the
Contributed Properties are currently in compliance with all Environmental Laws and Environmental Permits, except where the failure
to so comply would not have a Material Adverse Effect. No FC Party or Contributed Entity has received any written notice from
the United States Environmental Protection Agency or any other federal, state, county or municipal entity or agency that regulates
Hazardous Materials or public health risks or other environmental matters or any other private party or Person claiming any current
violation of, or requiring current compliance with, any Environmental Laws or Environmental Permits or demanding payment or contribution
for any Release or other environmental damage in, on, under, or upon any of the Properties. No litigation is pending with respect
to Hazardous Materials located in, on, under or upon any of the Contributed Properties, and no investigation in such respect is
pending and no such litigation or investigation has been threatened in writing in the last twelve months by any Governmental Entity
or any third party. There are no environmental conditions existing at, on, under, upon or affecting the Contributed Properties
or any portion thereof that would reasonably be likely to result in any claim, liability or obligation under any Environmental
Laws or Environmental Permit or any claim by any third party that would have a Material Adverse Effect.


 




     


     


    

 


3.15         Employees.
None of the Contributed Entities are a party to any union contract or collective bargaining agreement.


 


3.16         Zoning.
Except as may be disclosed in writing in any written documentation or materials delivered to the Presidential Parties, including,
without limitation, schedules prepared by the representing party, the FC Parties or Contributed Entities have not received (a)
any written notice (which remains uncured) from any Governmental Authority stating that any of the Contributed Properties is currently
violating any zoning, land use, development agreement or other similar rules or ordinances in any material respect, or (b) any
written notice of any pending or threatened proceedings for the rezoning (i.e., as opposed to the current zoning) of any of the
Contributed Properties or any portion thereof except, in each case as would not have a Material Adverse Effect, and the FC Parties
know of no event or circumstance which currently exists, or which, with the passage time may exist, which would in any way negate
or subject the Contributed Properties to lose or be divested of any Approvals or Entitlements.


 


3.17         Insurance.
Each of the Contributed Entities has in place the public liability, casualty and other insurance coverages with respect to each
of the Contributed Properties owned by it necessary and in all cases required under the terms of any continuing Liability or other
agreement to which the Contributed Property or Contributed Entity is subject. Each of the insurance policies is in full force
and effect in all material respects and all premiums due and payable thereunder have been fully paid when due. Neither of the
FC Parties or the Contributed Entity has received from any insurance company any notices of cancellation or intent to cancel any
insurance with respect to the Contributed Properties.


 


3.18         Labor.
All sums payable by reason of any labor or materials heretofore furnished with respect to the Contributed Properties or the Contributed
Entities have been, paid, and there are no disputes in connection therewith.


 


3.19         Investment
Representations.


 


(a)          Each
FC Party acknowledges that the offering and issuance of the Securities to be acquired pursuant to this Agreement are intended
to be exempt from registration under the Securities Act and that the Presidential Parties’ reliance on such exemptions is
predicated in part on the accuracy and completeness of the representations and warranties of each FC Party contained in this Section
3.19. In furtherance thereof, each FC Party represents and warrants to each Presidential Party as follows:


 


(i)          The
Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under
the Securities Act).


 


(ii)         The
Contributor is acquiring the Securities solely for its own account for the purpose of investment and not as a nominee or agent
for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation
of the federal securities Law.


 


(iii)        The
Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations
on transfer imposed by the federal securities Law. The Contributor is able to bear the economic risk of holding the Securities
for an indefinite period and is able to afford the complete loss of its investment in the Securities; such Contributor has received
and reviewed all information and documents about or pertaining to the Presidential Parties and the business and prospects of the
Presidential Parties and the issuance of the Securities and has been given the opportunity to obtain any additional information
or documents and to ask questions and receive answers about such information and documents as the Contributor deems necessary
or desirable to evaluate the merits and risks related to its investment in the Securities; and the Contributor understands and
has taken cognizance of all risk factors related to the acquisition of the Securities. Such Contributor is relying upon its own
independent analysis and assessment (including with respect to taxes), and the advice of the Contributor’s advisors (including
tax advisors), and not upon that of the Presidential Parties or any of their Affiliates, for purposes of evaluating, entering
into, and consummating the transactions contemplated hereby.


 




     


     


    

 


(b)          The
Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in
Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth
in this Section 3.19. The Contributor understands that the Securities have not been registered under applicable state securities
laws and are being offered pursuant to the exemptions specified in said laws, and unless they are registered, they may not be
re-offered for sale or resold except in a transaction or as a security exempt under those laws.


 


3.20         Financial
Statements. FC Parties hereby represent and warrant that since the date of the Financial Statements there have been no material
changes affecting the T9 Property and/or the Avalon Property that would be reflected in such statements and that would make the
same materially false and misleading and that would prevent the FC Parties from performing their obligations under this Agreement.


 


3.21         Condition
precedent. The truth, accuracy and completeness of each of the representations and warranties of the FC Parties made in this
Agreement as of the date hereof, and as of the Closing Date, shall constitute a condition precedent to the obligations of the
Presidential Parties hereunder. Notwithstanding any provision contained herein to the contrary, all of the representations and
warranties of the FC Parties set forth in this Agreement shall be to the actual, present knowledge of Suneet Singal, without any
independent investigation or any duty to conduct an independent investigation or inquiry as to the subject matter thereof and
shall be deemed to be true and correct provided that no material and adverse inconsistency exists which would prevent the Presidential
Parties from realizing the benefits to which they are entitled under this Agreement. 


 


Article
IV.

REPRESENTATIONS AND WARRANTIES OF THE PRESIDENTIAL PARTIES


 


The Presidential Parties
jointly and severally hereby represent and warrant to the FC Parties as follows:


 


4.1           Organization
and Authorization. Each of the Presidential Parties is an entity duly organized, validly existing and in good standing in
the state of its organization. Each of the Presidential Parties has all requisite entity power and authority to execute, deliver
and perform its obligations under this Agreement and any other Transaction Document. Each of the Presidential Parties has taken
all necessary action to authorize the execution, delivery and performance of this Agreement and any other Transaction Document.
Upon the execution and delivery of any Transaction Document to be executed and delivered by a Presidential Party, such Transaction
Document shall constitute the valid and binding obligation of the respective Presidential Party, enforceable against the respective
Presidential Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity.
The person or persons executing and delivering this Agreement or any other Transaction Document on behalf of the Presidential
Parties is and shall have been prior to the Closing Date, duly authorized to execute and deliver such document on behalf of such
Presidential Party.


 






     


     


    




 


4.2           No
Litigation. No Proceeding or Order is pending against or affecting either of the Presidential Parties or any of their respective
Affiliates or property owned by any of such parties, and no such Proceeding or Order has been threatened in writing: (a) under
any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection
with this Agreement, any of the other Transaction Documents or the transactions contemplated hereby or thereby, or (c) that reasonably
could be expected to adversely affect (i) the performance by the Presidential Parties under this Agreement or any other Transaction
Document, or (ii) the consummation of any of the transactions contemplated hereby or thereby. The FC Parties acknowledge and agree
that the Presidential Parties have been named in the litigation filed by Jacob Frydman and JFURTI, LLC, an affiliate of Jacob
Frydman.


 


4.3           No
Consents or Approvals. Except as shall have been satisfied on or prior to the Closing Date, no consent, waiver, approval or
authorization of, or filing with, any Person or Governmental Authority or under any applicable Laws is required to be obtained
by the Presidential Parties in connection with the execution, delivery and performance of this Agreement and the transactions
contemplated hereby, except for those consents, waivers, approvals, authorizations or filings, the failure of which to obtain
or to file would not have a Material Adverse Effect.


 


4.4           No
Violation. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the
parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or
without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under
(a) the organizational documents of either Presidential Party, (b) any term or provision of any judgment, order, writ, injunction,
or decree binding on either Presidential Party, or (c) any other material agreement to which either Presidential Party is a party.


 


4.5           Valid
Issuance of Securities. The PRES OP Units to be issued to the Contributor pursuant to this Agreement has been duly authorized
by Presidential and, when issued against the consideration therefor, will be validly issued by Presidential, free and clear of
all Liens.


 


4.6           Operation
of Companies’ Business. Presidential has filed its last quarterly filings with the SEC as of September 30, 2016. Since
September 30, 2016, The Presidential Parties have maintained their assets and operated their businesses in good faith and in the
ordinary course consistent with past practice. There have been no material changes to the assets, business practices, debt or
liability that have not been filed with the SEC.


 


4.7           REIT
Status. Presidential is a real estate investment trust under Section 856 through 860 of the Code, in full compliance with
the rules and regulations applicable thereto.


 


4.8           Charter
Documents. Presidential has provided drafts of proposed amendments to its certificate of incorporation and bylaws and amendments
to the governing charter instruments of PRES OP and each of its material Subsidiaries, if any. Presidential, PRES OP and each
of its Subsidiaries are in compliance with the provisions of its certificate of incorporation or bylaws or equivalent governing
charter instruments.


 


4.9           SEC
Filings; Financial Statements; Undisclosed Liabilities.


 


(a)          Presidential
SEC Reports. Presidential has timely filed all forms, reports and documents required to be filed with the SEC. All such required
forms, reports and documents, and all exhibits and schedules thereto and documents incorporated by reference therein (including
those filed by Presidential after the date hereof), are referred to herein as the “Presidential SEC Reports”.
As of their respective dates, the Presidential SEC Reports (i) complied in all material respects with the applicable requirements
of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated
thereunder, and (ii) did not at the time each such Presidential SEC Report was filed (or if amended or superseded by a filing
prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. None of the Subsidiaries of Presidential is required to file any forms,
reports or other documents with the SEC and no Presidential Party has received or has any reason to expect to receive any notice
from the SEC relative to any failure to comply with law.


 




     


     


    

 


(b)          Presidential
Financial Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained
in the Presidential SEC Reports (collectively, the “Presidential Financial Statements”) (i) complied as to
form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance
with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in
the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10 Q under the Exchange Act), and (iii)
fairly presented the consolidated financial position of Presidential and its consolidated Subsidiaries as of the respective dates
thereof and the consolidated results of operations and cash flows of Presidential and its consolidated Subsidiaries for the periods
indicated therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end
adjustments which were not, or are not expected to be, material in amount. The balance sheet of Presidential contained in the
Presidential SEC Reports is hereinafter referred to as the “Presidential Balance Sheet.” Furthermore, the FC
Parties acknowledge the obligation of Presidential to (i) satisfy a prior obligation to certain officers of the Company to transfer
$414,000 in Class B shares to such parties as more particularly described in the Presidential Financial Statements, (ii) pay legal
and accounting fees and costs pertaining to the negotiation and preparation of this Agreement in the approximate amount of $150,000
which shall be paid promptly following the Closing for the T9 Property, and (iii) purchase directors and officers errors and omissions
tail coverage insurance at commercially reasonable rates.


 


(c)          Financial
Statements in Accordance with Books and Records; Fair Presentation. The Presidential Parties hereby represent and warrant
that the Presidential Financial Statements are in accordance with the books and records of Presidential, and fairly present in
all material respects the financial condition of Presidential as at the respective dates indicated, including liabilities, income,
and retained earnings for the respective periods indicated.


 


(d)          Outstanding
Debt. Except as otherwise disclosed on the Presidential Financial Statements, Presidential and its Subsidiaries do not have
any undisclosed loans payable or debt obligations (other than trade or vendor debt occurring in the ordinary course of business).


 


(e)          Preparation
of Financial Statements. As of the date hereof, neither Presidential nor any of its Subsidiaries has any Liabilities of a
nature required to be disclosed on a balance sheet or in the related notes to consolidated financial statements prepared in accordance
with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition
of Presidential and its Subsidiaries taken as a whole, except Liabilities (i) reflected in or reserved against the Presidential
Balance Sheet, or (ii) incurred since the date of the Presidential Balance Sheet in the ordinary course of business consistent
with past practices and Presidential shall disclose any such matters in writing to the FC Parties.


 




     


     


    

 


(f)          Securities
Documents. Presidential has heretofore furnished to the FC Parties a true and complete copy of any amendments or modifications,
which have not yet been filed with the SEC but which are required to be filed, to forms, reports and documents which previously
had been filed by Presidential with the SEC pursuant to the Securities Act or the Exchange Act such that the FC Parties are in
receipt of all material facts and no material facts have been omitted from disclosures to the FC Parties.


 


(g)          Certifications.
The chief executive officer, chief investment officer and/or the chief financial officer of Presidential have made all certifications
required by, and would be able to make such certifications as of the date hereof and as of the Closing Date as if required to
be made as of such dates pursuant to, Sections 302 and 906 of the Sarbanes-Oxley Act and any related rules and regulations promulgated
by the SEC, and the statements contained in any such certifications are complete and correct in all material respects, and Presidential
is otherwise in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act.


 


(h)          Comment
Letter. Presidential has not received any comment letter from the SEC or the staff thereof.


 


(i)          Material
Facts. The Presidential Parties have and shall until Closing disclose all material facts to the FC Parties, not omit any material
facts in disclosure to the FC Parties and shall fully disclose all information required under anti-fraud rules and principles.


 


4.10         Presidential
Assets. The assets held by Presidential and corresponding liabilities as of the Closing Date and as reflected in the Presidential
Financial Statements constitute all of the assets of Presidential other than those contemplated pursuant to this Agreement.


 


4.11         Title.
Each Presidential Party owns good and marketable title to all assets identified on the Presidential Financial Statements.


 


4.12         Information
Provided to the FC Parties. The financial statements, all financial data, organizational documents relating to Presidential
and its related entities, and all other documents and information heretofore delivered to the FC Parties by or with respect to
Presidential in connection with this transactions contemplated by this Agreement or relating to Presidential are true, correct
and complete in all material respects; there have been no amendments thereto since the date such items were prepared or delivered
to the FC Parties; all financial statements provided were prepared in accordance with GAAP, and fairly present as of the date
thereof the financial condition of each individual or entity to which they pertain; and no change has occurred to any such financial
statements, financial data, organizational documents relating to Presidential and its Subsidiaries, documents and other information
not disclosed to Contributors, which has had, or could reasonably be expected to result in, a Material Adverse Effect.


 


4.13         Delivery
of All Materials. The Presidential Parties have delivered to the FC Parties all material agreements and documents in either
of the Presidential Parties’ possession or control relating to the condition, ownership and operation of its business. All
such documents are complete and accurate. The Contributor will not be bound by any contract affecting a Presidential Party, which
has not been disclosed prior to the Closing Date. The Presidential Parties have disclosed to the FC Parties all material matters
known to the Presidential Parties and affecting the Presidential Parties and has not failed to disclose or omitted the disclosure
of any matter to the FC Parties the effect of which would have a material, adverse effect on the Presidential Parties or the transactions
contemplated hereunder.


 


4.14         Registration
of Presidential Shares. The Parties acknowledge and agree that the issuance and distribution of the Presidential Class B shares
must be made in compliance with all laws and regulations including those promulgated by the Securities and Exchange Commission.


 




     


     


    

 


4.15         Condition
precedent. The truth, accuracy and completeness of each of the representations and warranties by the Presidential Parties
to the FC Parties made in this Agreement as of the date hereof, and as of the Closing Date, shall constitute a condition precedent
to the obligations of the FC Parties hereunder.


 


4.16         REIT
Qualification. The Contributed Entities and Contributed Properties will meet the gross asset test contained in Section 856(c)(4)
of the Code, as of the Closing Date (as if the Closing Date were the closing of a quarter), if the Contributed Entities and Contributed
Assets were treated as the only assets of a REIT, and not taking into account any cure or mitigation provision relating to Section
856(c)(4) of the Code.


 


4.17         Environmental
Compliance. Except as expressly disclosed in a writing by the Presidential Parties to the FC Parties dated prior to, and received
by the FC Parties prior to, the date hereof, each real property asset owned by the Presidential Parties is currently in compliance
with all Environmental Laws and Environmental Permits, except where the failure to so comply would not have a Material Adverse
Effect. The Presidential Parties have not received any written notice from the United States Environmental Protection Agency or
any other federal, state, county or municipal entity or agency that regulates Hazardous Materials or public health risks or other
environmental matters or any other private party or Person claiming any current violation of, or requiring current compliance
with, any Environmental Laws or Environmental Permits or demanding payment or contribution for any Release or other environmental
damage in, on, under, or upon any of the real properties owned by the Presidential Parties. No litigation is pending with respect
to Hazardous Materials located in, on, under or upon any of the real properties owned by the Presidential Parties, and, no investigation
in such respect is pending and no such litigation or investigation has been threatened in writing in the last twelve months by
any Governmental Entity or any third party. To the actual knowledge of the Presidential Parties, there are no environmental conditions
existing at, on, under, upon or affecting any real property owned by the Presidential Parties or any portion thereof that would
reasonably be likely to result in any claim, liability or obligation under any Environmental Laws or Environmental Permit or any
claim by any third party that would have a Material Adverse Effect.


 


4.18         Taxes.
Except as would not have a Material Adverse Effect, (a) all Tax Returns and reports required to be filed with respect to each
Presidential Party and real property owned by the Presidential Party have been timely filed (after giving effect to any properly
filed extensions) and all such returns and reports are accurate and complete in all material respects, and all Taxes required
to be paid with respect to the real property owned by the Presidential Parties have been paid, and (b) no deficiencies for any
Taxes have been proposed, asserted or assessed with respect to the real property owned by the Presidential Parties, and no requests
for waivers of the time to assess any such Taxes are pending.


 


4.19         Compliance
with Laws. Except as expressly disclosed in writing and received by the FC Parties prior to, the date hereof, the real property
owned by the Presidential Parties has been maintained, and the Presidential Parties have not received written notice that any
such real property owned by the Presidential Parties are not, in compliance in all material respects with all applicable laws,
ordinances, rules, regulations, codes, orders and statutes (including, without limitation, those currently relating to fire safety,
conservation, parking, Americans with Disabilities Act, zoning and building laws) whether federal, state or local, except where
the failure to so comply would not have a Material Adverse Effect. Compliance with Environmental Laws is not addressed by this
Section 4.19, but rather solely by Section 4.17.


 


4.20         Eminent
Domain. There is no existing, proposed or threatened condemnation, eminent domain or similar proceeding, or private purchase
in lieu of such a proceeding, in respect of all or any material portion of the real property owned by the Presidential Parties.


 




     


     


    

 


4.21         Licenses,
Approvals, Entitlements and Permits. Except as expressly disclosed in a writing by the Presidential Parties to the FC Parties
dated prior to, and received by the FC Parties prior to, the date hereof, all licenses, permits or other governmental approvals
(including without limitation, all Approvals and Entitlements) required to be obtained by the Presidential Parties in connection
with the permitting, approval, construction, use, occupancy, management, leasing and operation of any real property owned by the
Presidential Parties has been obtained and are in full force and effect and in good standing, and all Approvals and Entitlements
are fully vested and not subject to divestiture.


 


4.22         Insurance.
The Presidential Parties have in place the public liability, casualty and other insurance coverages with respect to any real property
owned by the Presidential Parties necessary and in all cases required under the terms of any continuing loan or other agreement
to which the real property owned by the Presidential Parties is subject. Each of the insurance policies is in full force and effect
in all material respects and all premiums due and payable thereunder have been fully paid when due. The Presidential Parties have
not received from any insurance company any notices of cancellation or intent to cancel any insurance.


 


4.23         Stock
Options and Warrants. Except for the stock options and warrants described in Section 5.1 (e) below, there are no other stock options,
warrants, put rights, call rights or similar rights afforded to any party with regard to any stock of the Company.


 


Article
V.

CONDITIONS PRECEDENT


 


5.1           Conditions
Precedent to the Obligations of the Parties. The obligations of each Party to consummate the transactions contemplated hereby
at the Closing shall be subject to the completion, satisfaction or written waiver (where permissible), at or prior to the Closing
for the Avalon transaction (unless otherwise specified) of the following conditions precedent:


 


(a)          No
Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or
entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions
contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.


 


(b)          Class
A Shareholder’s Agreement The execution and delivery of the Class A Shareholder’s Agreement.


 


(c)          Business
Plan for Presidential. FC Parties and Presidential Parties have approved the general business plan for Presidential (“Business
Plan”) which provides:


 


		i)	To hold the Avalon
                                         Property asset as a long term investment (at least one year).



 


		ii)	To develop a
                                         multi-year development plan for the T9 Property asset that will include the recapitalization
                                         of the asset.



 


		iii)	Palisades Capital
                                         shall provide consulting services relative to the Contributed Properties, among other
                                         matters, upon Closing of the Avalon transaction, and shall be fully-integrated as managers
                                         and officers of the Company upon the Closing for the T9 Property pursuant to an agreement
                                         to be entered into between Palisades and Presidential, which agreement shall be approved
                                         by the Presidential Board of Directors and executed by the Parties following the Closing
                                         for the T9 Property.



 




     


     


    

  


iv)          A
budget describing the operating capital needs for Presidential for the period of twelve (12) months from the Closing for the Avalon
Property.


 


v)            In
furtherance of but not full satisfaction of the covenant of the FC Parties described in Section 2.4 (c) above, the FC Parties
will pay to Presidential, within ten (10) business days following execution of this Agreement, the amount of $800,000 for operating
capital and for compensation and reimbursement of expenses for Palisades Capital for a period of approximately150 days (the “Initial
Op X Payment”). From the Initial Op X Payment, presidential shall timely pay Nelson Mullins for their professional services
and costs related to the Regulation D offering for the Presidential preferred shares to be issued and for salaries and reimbursement
of costs for Palisades Capital. 


 


(d)          Pre-Closing
Agreement. On or before the Closing for the Avalon Property, the Parties and Signature Group Advisors, LLC (“Signature”)
shall have executed and delivered to each other a written document, in form reasonably acceptable to each of them, memorializing
their agreement that Signature shall receive (i) 1,000,000 Class B Shares in consideration for sourcing, negotiating and documenting
the transactions contemplated by this Agreement (“Transaction Fee”); and (ii) subject to the Closing for the T9 Property,
2,000,000 Class B Shares as a consulting fee for services to be performed over a period of four (4) years as directed by Presidential
(“Consulting Fee”). The Transaction Fee shall be payable by Presidential and earned upon execution of this Agreement.
The Consulting Fee shall be paid over a period of four (4) years, in arrears, in equal installments, to be delivered to Signature
or its assignee prior to December 31st of each year.


 


(e)          Stock
Options and Warrants. On or before the Closing for the Avalon Property, the Parties shall have entered into documentation
sufficient to provide for the cancellation of certain stock options and warrants held by certain officers and directors of the
Company in consideration for the issuance of Class B Shares as more particularly set forth on Schedule 5.1 (e) attached hereto
and incorporated herein.


 


5.2           Conditions
Precedent to the Obligations of the FC Parties. The obligations of each FC Party to consummate the transactions contemplated
hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following
additional conditions:


 


(a)          Agreements
and Covenants. The Presidential Parties shall have performed all obligations to be performed by them, and complied with their
agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.


 


(b)          Closing
Deliveries. The Presidential Parties shall have delivered, or caused to be delivered, each of the items set forth in Section
2.3.


 


(c)          Final
Board Approval. FC Parties shall have received final approval of the Board of Directors for First Capital within five (5)
business days from the date this Agreement is fully executed by the Parties, such approvals to be delivered in writing to the
Presidential Parties.


 


(d)          Opinions
of Securities and Tax Counsel. First Capital shall have received opinions of counsel relative to the securities, tax aspects
and REIT compliance aspects of the transactions contemplated herein, including, without limitation, the matters described in Section
1.6 above, in form and content acceptable to First Capital acting in good faith, which opinions shall be obtained prior to the
Closing for the T9 Property. First Capital shall request that the issuer of any opinion expressly permit the Company to rely upon
the opinion.


 




     


     


    

 


(e)          Fairness
Opinion. First Capital shall have received a fairness opinion acceptable relative to the transactions contemplated by this
Agreement in form and content acceptable to First Capital acting in good faith prior to the Closing for the T9 Property; provided,
however, that no fairness opinion shall be required with respect to the transfer of the Avalon Property.


 


(f)          Formation
of PRES OP. PRES OP shall have been validly formed, in good standing under Delaware law and capable of conducting business
to the extent necessary, to perform the transactions under this Agreement prior to the Closing for the Avalon Property transaction
and the formation documentation for PRES OP shall have been approved by the FC Parties, acting reasonably.


 


(g)          Consent
of T9 Lender. On or prior to the Closing for the T9 Property transaction, the FC Parties shall have entered into with T9 Lender,
a Waiver and Consent Agreement in form and substance reasonably acceptable to the Presidential Parties (the “Waiver and
Consent Agreement”), which Waiver and Consent Agreement shall, at minimum, provide for the waiver of any default under any
applicable loan document arising from or as a result of this Agreement and a waiver of the existing defaults under the T-9 Loan.


 


5.3           Conditions
Precedent to the Obligations of the Presidential Parties. The obligations of the Presidential Parties to consummate the transactions
contemplated hereby at the Closing shall be subject to the satisfaction or waiver by the Presidential Parties, at or prior to
the Closing, of the following additional conditions:


 


(a)          
Agreements and Covenants. The FC Parties shall have performed all obligations to be performed by them, and complied with
their agreements and covenants to be performed or complied with by them under this Agreement.


 


(b)          Closing
Deliveries. The FC Parties shall have delivered, or caused to be delivered, each of the respective items set forth in Section
2.2.


 


(c)          Final
Board Approval. Presidential Parties shall have received final approval of the Board of Directors of Presidential Realty Corporation
within five (5) business days from the date this Agreement is fully executed by the Parties, such approvals to be delivered in
writing to the FC Parties.


 


(d)          Waiver
of Unsatisfied Conditions. In the event that the Presidential Parties shall have determined to Close the transactions contemplated
herein prior to satisfaction of any of the conditions precedent set forth in this Section 5.3 (excluding Section 5.3(c)),
the Presidential Parties shall notice the other Parties that they have elected to waive the unsatisfied conditions precedent in
this Section 5.3 and the Closing Date shall be the second (2nd) Business Day after the date of said notice,
time being of the essence.


 


(e)          Condition
Precedent. The truth, accuracy and completeness of each of the representations and warranties by the Presidential Parties
to the FC Parties, and vice versa, made in this Agreement as of the date hereof, and as of the Closing Date, shall constitute
a condition precedent to the obligations of each of the FC Parties and Presidential Parties hereunder. 


 


5.4           Reasonable
Efforts to Satisfy Conditions Precedent. The Parties shall cooperate with and assist each other in the exercise of commercially
reasonable efforts to satisfy, a timely manner, the conditions precedent set forth in this Section 5.


 




     


     


    

 


Article
VI.

SHARE REGISTRATION


 


6.1           S-11Filing.
The Parties contemplate that the Presidential Shares will be registered subject to the filing of an S-11 statement with the SEC
in accordance with the determinations made by Presidential acting reasonably.


 


6.2           Distribution
of Shares. Following Contributor’s receipt of the Presidential Shares, distribution of the Presidential Shares from
Contributor shall be made in accordance with applicable Law which may require the registration of such shares in accordance with
Section 6.1 above unless distribution is permissible under an exemption to registration recognized under Law; provided, however,
that the foregoing shall not constitute a condition or contingency to the delivery of the PRES OP Units to FC at each Closing.
 


 


Article
VII.

TERMINATION


 


7.1           Intentionally
deleted.


 


7.2           Intentionally
deleted.


 


Article
VIII.

GENERAL PROVISIONS


 


8.1           Survival.
Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant
to this Agreement shall survive the execution and delivery of this Agreement and each Closing and shall in no way be affected
by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties for a period of twenty-four
(24) months.


 


8.2           Notices.
All notices, consents, approvals, waivers or other communications (each, a “Notice”) required or permitted
hereunder, except as herein otherwise specifically provided, shall be in writing and shall be: (a) delivered personally or by
commercial messenger; (b) sent via a recognized overnight courier service; (c) sent by registered or certified mail, postage pre-paid
and return receipt requested; or (d) sent by email or facsimile transmission, provided confirmation of receipt is received by
sender and the original Notice is thereafter sent or delivered by an additional method provided in this Section 8.2, in
each case so long as such Notice is addressed to the intended recipient thereof as set forth below:


 


If to any FC Party hereto:


 


Suneet Singal, CEO


First Capital Real Estate Trust Incorporated


60 Broad Street, 34th Floor


New York, NY 10004


 


With a copy (which shall not constitute notice or service
of process under this Section 7.2) to:


 




     


     


    




 


Anthony Arostegui


Downey Brand, LLP


621 Capitol Mall, 18th Floor


Sacramento, California 95814


 


If to any Presidential Party hereto:


 


Nickolas Jekogian CEO


Presidential Realty Corporation


1430 Broadway, Suite 503


New York, NY 10018




with a copy (which shall not constitute notice or service of process under this Section 7.2) to:


 


Sam Walker


Blank Rome LLP


The Chrysler Building


405 Lexington Ave.


New York, NY 10174


 


Any party may change its address specified
above by giving each party Notice of such change in accordance with this Section 8.2. Any Notice shall be deemed given
upon actual receipt (or refusal of receipt).


 


8.3           Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public
policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule
of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse
to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order
that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


8.4           Amendment.
This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties.


 


8.5           Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement except that First Capital Real Estate Advisors, L.P. is a third party beneficiary
hereunder as the external advisor of First Capital and the control person of FCRE OP.


 


8.6           Governing
Law; Jurisdiction and Venue.


 


(a)          This
Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest
extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any
other jurisdiction.


 




     


     


    

 


(b)          Each
Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby,
whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern
District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and
each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives
any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is
an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service
of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date
of such service of process shall be as set forth in Section 8.2.


 


8.7           Waiver
of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may
have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this
Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that 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 that foregoing waiver, and (b) acknowledges that it and the other Parties hereto have been induced to enter into this
Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications
in this Section 8.7.


 


8.8           Waiver.
Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation
by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations,
warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder
shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.


 


8.9           Mutual
Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party
acknowledges is the result of extensive negotiations between the Parties. Each Party shall bear the cost of its own advisors,
consultants, attorneys and accountants.


 


8.10         Entire
Agreement. This Agreement (including its exhibits, appendices and schedules), and the other documents delivered pursuant hereto
and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter
hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written
or oral, express or implied, with respect to the subject matter hereof or thereof including, without limitation, any draft of
the agreement which may have been previously executed by any of the Parties.


 


8.11         Counterparts.
This Agreement may be executed (including by facsimile or other similar electronic transmission) with counterpart signature pages
or in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument.


 


8.12         Section
Headings; Interpretation.


 


(a)          The
descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part
of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,


 




     


     


    

 


(b)          When
a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section,
Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”
unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,”
“herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this
entire Agreement. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day
and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed
to provide that such action shall be taken on the first Business Day after such day.


 


8.13         No
Personal Liability. Notwithstanding any provision contained herein to the contrary, in no event shall any officer, director,
shareholder, employee, agent, independent contractor, principal, member or representative be personally liable for any matters
or transactions described in or contemplated by this Agreement. Furthermore, in no event shall either party have any claim against
the other party with respect to any breach of any representation or warranty under this Agreement in the event that such party
acquires actual knowledge of any discrepancy or conflict forming the basis for any such breach prior to the Closing and then proceeds
to Closing.


 


8.14         AS
IS Acquisition; Waiver of Punitive Damages. Subject to only the expressed representations and warranties set forth herein,
the Parties hereby acknowledge and agree that the Contributed Properties are being contributed and transferred to the Presidential
Parties “AS IS”, “WHERE IS” and “WITH ALL FAULTS” and in reliance on the inspections, investigations
and analysis performed by the Presidential Parties prior to the execution of this Agreement. Notwithstanding any provision contained
herein to the contrary, the Parties hereby waive the right to claim any punitive or special damages against each other and that
in no event whatsoever shall the liability of the FC Parties exceed the net equity of the Contributed Properties.


 


8.15         Indemnification
by First Capital. The FC Parties shall fully indemnify, hold harmless and defend (collectively “indemnify” and
“indemnification”) Presidential Realty Corporation and any of the Presidential Parties and its directors, officers,
employees, agents, stockholders and affiliates (collectively, “Indemnified Parties”) from and against all claims,
demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to
reasonable attorney’s fees and costs) by (y) Jacob Frydman or any affiliate of Jacob Frydman or (z) any third party arising
from the breach of an obligation to such third party by any of the FC Parties, and which arise out of or relate to the consummation
of this Agreement. The FC Parties hereby further agree to indemnify and hold harmless Presidential Parties against any and all
causes of action, claims, assessments, losses, damages, liabilities, obligations, reimbursements, costs and expenses of any kind
or nature, including, without limitation, interest, penalties, fines, and attorneys’ and experts’ fees and expenses
whether caused by,  arising from, or premised, in whole or in part, (i) upon any misrepresentation of the FC Parties contained
herein, (ii) any third party tort claims related to any accident, injury or damage occurring on or about the Property prior to
the Closing, to the extent not covered by insurance), and (iii) any breach of this Agreement by FC Parties. The provisions of
this Section 8.15 shall survive the Closings.


 


8.16         Indemnification
by Presidential Parties. The Presidential Parties, jointly and severally, hereby further agree to indemnify and hold harmless
the FC Parties and their officers, directors, employees, agents, stockholders and affiliates (collectively, “Indemnitees”)
against any and all causes of action, claims, assessments, losses, damages, liabilities, obligations, reimbursements, costs and
expenses of any kind or nature, including, without limitation, interest, penalties, fines, and attorneys’ and experts’
fees and expenses whether caused by, arising from, or premised, in whole or in part, (i) upon a misrepresentation of the
Presidential Parties contained herein, (ii) any third party tort claims related to Presidential occurring prior to the Closing
(to the extent not covered by insurance), and (iii) any breach of this Agreement by the Presidential Parties. The provisions of
this Section 8.15 shall survive the Closings.


 






     


     


    




 


8.17 Confidentiality.
The Parties shall not be permitted prior to the Closing to make disclosures regarding the transactions contemplated by this Agreement
(including issuing a tombstone, press release or advertisement) without the prior written consent of the Presidential Parties,
provided, however, the foregoing shall not be construed to prevent either party from (a) making any disclosure required (or reasonably
prudent) under any applicable law or the rules of a National Stock Exchange or (b) making, on a confidential basis, such disclosures
as Contributor or Presidential Parties reasonably deem necessary or appropriate to its legal counsel, accountants (including outside
auditors), potential lenders, mortgage brokers or other professionals involved in this transaction. The provisions of this Section
shall survive the Closing or earlier termination of this Agreement. 


 


[Signature pages
follow]


 




     


     


    

 


IN WITNESS OF THE FOREGOING, each Party
executes this Agreement as of the date first written above, by the Party’s duly authorized officer.


 


ON BEHALF OF THE FC PARTIES &
THE CONTRIBUTED ENTITIES:


 


	By:	First Capital Real Estate Operating Partnership, LP	 
	 	a Delaware limited partnership 	 
	 	 	 	 
	 	By:	First Capital Real Estate Trust Incorporated, 	 
	 	 	a Maryland corporation	 
	 	 	its General Partner	 
	 	 	 	 
	 	 	By:	/s/ Suneet Singal 	 
	 	 	Name:   	Suneet Singal	 
	 	 	Title:  	 	CEO and Chairman of the Board	 


 


ON BEHALF OF THE PRESIDENTIAL PARTIES:


 


	By:	Presidential Realty, LP	 
	 	a Delaware limited partnership 	 
	 	 	 	 
	 	By:	Presidential Realty Corporation, 	 
	 	 	a Delaware Corporation	 
	 	 	its General Partner	 
	 	 	 	 	 
	 	 	By:	/s/ Nickolas Jekogian	 
	 	 	Name: 	Nickolas Jekogian	 
	 	 	Title:  	CEO & Chairman of the Board	 


 




     


     


    

 


APPENDIX 1



DEFINITIONS


 


“Agreement”
has the meaning set forth in the introductory paragraph.


 


“Affiliate”
means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under
common Control with that Person.


 


“Approvals”
shall mean [intentionally deleted]


 


“Business
Day” means any day other than (a) a Saturday or a Sunday, or (b) a day on which banks are required or authorized by
Law to be closed in The City of New York.


 


“Chosen Court”
has the meaning set forth in Section 8.6.


 


“Code”
has the meaning set forth in the recitals.


 


“Company” shall mean Presidential.


 


“Contributed
Entities” has the meaning set forth in the introductory paragraph.


 


“Contributed
Properties” has the meaning set forth in Section 1.4.


 


“Closing”
has the meaning set forth in Section 2.1.


 


“Closing
Date” has the meaning set forth in Section 2.1.


 


“Contributor”
has the meaning set forth in the introductory paragraph.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by”
and “under common Control with” have correlative meanings.


 


“Entitlements”
shall mean [intentionally deleted]


 


“Entity”
means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business
trust or other business entity, (b) any association, unincorporated business or other organization, (c) any trust, and (d) any
other organization having legal status as an entity under any Law.


 


“Entity Properties”
has the meaning set forth in the recitals.


 


“Environmental
Law” means Laws or Orders of any Governmental Authority relating to pollution or protection of the environment or natural
resources (including the generation, use, storage, management, treatment, transportation, disposal, presence, Release or threatened
Release of any Hazardous Material) or occupational health and safety, such as the Clean Air Act, 42 U.S.C. Section 7401 et seq.;
the Clean Water Act, 33 U.S.C. Section 1251 et seq. and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and
Rodenticide Act, 7 U.S.C. Section 136 et seq.; the Marine Protection, Research and Sanctuaries Act, 33 U.S.C. Section 1401 et
seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et
seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section
300f et seq.; the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. Section
9601 et seq., as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right-to-Know
Act, and Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the
Atomic Energy Act, 42 U.S.C. Section 2011 et seq., and the Nuclear Waste Policy act of 1982, 42 U.S.C. Section 10101 et seq.


 




     


     


    

 


“Environmental
Permits” means any and all licenses, certificates, permits, directives, requirements, registrations, government approvals,
agreements, authorizations, and consents that are required under or are issued pursuant to any Environmental Laws.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“FIRPTA Affidavit”
has the meaning set forth in Section 2.2(i).


 


“Governmental
Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of
or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether
national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations,
or (c) any tribunal, court or arbitrator of competent jurisdiction.


 


“Hazardous
Material” means any material, substance or waste defined or regulated in relevant form, quantity or concentration as
hazardous or toxic or as a pollutant or contaminant (or words of similar import) pursuant to any Environmental Law, including
any petroleum, waste oil or petroleum constituents or by-products.


 


“Law”
and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or
requirement of any kind of any Governmental Authority, including, but not limited to, any securities and corporate laws, (b) principles
of common law, and (c) any Order.


 


“Liabilities”
means any and all debts, liabilities and obligations, of whatever kind or nature, primary or secondary, direct or indirect, whether
accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable.


 


“Lien”
means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.


 


“Material
Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business
affairs, business prospects, management, assets or properties of a Person and or its or their Subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business.


 


“Order”
means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator
or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.


 




     


     


    

 


 


“Organizational
Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate
of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general
partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the
operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability
company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of
a Person.


 


“Parties”
has the meaning set forth in the introductory paragraph.


 


“Permits”
means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations,
required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation,
qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates,
environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals
granted by any public body.


 


“Permitted
Lien” means: (a) Liens securing Taxes, the payment of which is not delinquent or the payment of which is actively being
contested in good faith by appropriate proceedings diligently pursued; (b) Zoning laws and ordinances applicable to the Properties
that are not violated by the existing structures or present uses thereof or the transfer of the Properties; (c) Liens imposed
by laws, such as carriers’, warehousemen’s and mechanics’ liens, and other similar liens arising in the ordinary
course of business that secure payment of obligations arising in the ordinary course of business not more than 60 days past due
or which are being contested in good faith by appropriate proceedings diligently pursued; (d) non-exclusive easements for public
utilities and other operational purposes that do not materially interfere with the current use of the Properties; (e) any other
liens that do not materially interfere with the current use or operation of the Properties; and (f) any liens created by or with
the knowledge of Presidential or any agent, employee or contractor of Presidential.


 


“Person”
means an individual, an Entity or a Governmental Authority.


 


“Presidential
Shares” has the meaning set forth in Section 3.1(a).


 


“PRES OP Units”
has the meaning set forth in Section 1.7.


 


“Proceeding”
means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal,
administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral
body or mediator.


 


“REIT”
has the meaning set forth in the recitals.


 


“Sarbanes-Oxley
Act” means the Sarbanes-Oxley Act of 2002, as amended.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“SEC Reports”
means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished
by Presidential to the SEC, including, without limitation, proxy information and solicitation materials, in each case, in the
form and with the substance prescribed by such Laws.


 


“Securities”
has the meaning set forth in Section 1.2(a).


 


“Securities
Act” means the Securities Act of 1933, as amended.


 




     


     


    

 


 


“Tax”
or “Taxes” means (i) all federal, state, local and foreign net or gross income, gross receipts, turnover, license,
payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code
Section 59A), customs, duties, export taxes and withholdings, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, supplementary, retirement system, disability, real property, personal property, sales, use, transfer,
registration, value added, recording, intangible, documentary, goods and services, ad valorem, net proceeds, net worth, special
assessments, workers’ compensation, utility, production, gains, alternative or add-on minimum, estimated, or other tax of
any kind whatsoever, together with any interest, penalty, or addition thereto payable in connection with such taxes, whether disputed
or not and (ii) any liability of any Person for the payment of amounts of the type described in clause (i) as a transferee, successor
or payable pursuant to a contractual obligation.


 


“Tax Return”
means any return, declaration, report, claim for refund, document, or information return or statement relating to Taxes, or other
filing required to be supplied to any taxing authority or jurisdiction (foreign or domestic) with respect to Taxes, including
any schedules or attachments thereto, and including any amendments thereof.


 


“Transaction
Documents” means collectively this Agreement the other agreements contemplated to be delivered in connection herewith
or therewith and any other agreement, certificate, instrument or writing delivered in connection with this Agreement or the transactions
contemplated hereby.


 




     


     


    

 


SCHEDULE 1.9


 


[BASIC TERMS FOR
SHAREHOLDER’S AGREEMENT]


 


Subject to approval
of the Board of Directors of the Company following the Closing for the T9 Property (and the shareholders of Class A stock of the
Company if determined necessary or appropriate by the Board) the exchange of $5,000,000 of newly issued Class B shares of Presidential
for the Class A Controlling Stock (the Class A Controlling Stock may be transferred to an entity (e.g. an affiliate of the Company)
as determined by the Company) upon the earlier to occur of (a) Presidential having achieved total stabilized net asset value of
not less than $200,000,000 or (b) 18 months form the Closing for the Avalon Property; (ii) the agreement of the holders of the
Class A Controlling Stock (x) not to transfer, lien or encumber the Class A Controlling Stock, (y) not to take any action that
would interfere with the transactions contemplated by this Agreement or that may be inconsistent with the terms of this Agreement;
(iii) to vote in favor of changing the name of Presidential to another name selected by the FC Parties; (iv) to vote in favor
of changing the domicile of Presidential as may be determined by the FC Parties; (v) to vote in favor of either cancelling the
Class A Shares or converting the Class A Shares into common Class B shares (vi) to vote in favor of the election or appointment
of two (2) new board members selected by the FC Parties upon the Closing for the T9 Property.


 




     


     


    

 


SCHEDULE 5.1 (E)


 


[STOCK OPTIONS AND
WARRANTS TO BE CANCELLED]


 


The following parties
shall cancel their respective stock options and warrants in exchange for the issuance of Class B shares of Presidential (in the
amounts specified below:


 


1. Alex Ludwig: 1,000,000
Class B Shares


 


2. Nickolas Jekogian:
None


 


3. Jeff Josephs, Richard
Brandt, Robert Fader, Jeffrey Rodgers (collectively and proportionately as they shall determine amongst themselves): 500,000
Class B Shares