Exhibit 10.3


 


EXECUTION
VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (“Agreement”),
dated as of December 19, 2019, is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”)
and the investors set forth on Schedule A hereof (collectively, the “Investors” and each, an “Investor”).


 


W I T N E S S E T H


 


WHEREAS, the Company
has entered into that certain Warrant Agreement dated as of the date hereof (the “Warrant Agreement”) between
the Company and the Investors, pursuant to which the Company may from time to time be obligated to issue shares (the “Shares”)
of the Company’s common stock, par value $0.01 per share (the “Common Stock”) on the terms set forth therein;
and


 


WHEREAS, in connection with the Warrant Agreement,
the Company has agreed to provide registration rights to the Investors with respect to the Shares.


 


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


 


Article
I



 


Certain Definitions


 


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


 


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


 


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


 


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


 


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


 


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


 






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(f)               
The term “Purchase Price” means $6.50 per Share.


 


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


 


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


 


Article
II



 


Registration of Common Stock; Indemnification


 


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


 


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


 


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


 


(a)               cause
the Shelf Registration Statement (and any other related registrations, qualifications or compliances as may be reasonably
requested and as would permit or facilitate the sale and distribution of all Registrable Securities until the
distribution thereof is complete) to become effective as soon as practicable following the filing thereof
(the “Scheduled Effective Date”);


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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Section 2.07     
Certain Obligations of Holders.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(h)              
If any Warrants (as defined in the Warrant Agreement) are transferred pursuant to the terms thereof, the transferee
shall be deemed an Investor for all purpose hereunder. The Company and the applicable transferee shall execute a joinder to this
Agreement whereupon the transferee agrees to be bound by the terms and obligations set forth herein.


 


Section 2.08      Indemnification.


 


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


 






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


 


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


 






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


 


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


 


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


 






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(g)              
Contribution. If recovery is not available under the foregoing indemnification provisions for any reason or
reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall
nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such
indemnification but for such reason or reasons. In determining the amount of contribution to which the respective Persons are entitled,
there shall be considered the Persons’ relative knowledge and access to information concerning the matter with respect to
which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations
appropriate under the circumstances, including the relative fault of such Person, in connection with the statements or omissions
that resulted in Losses. The relative fault of each Person shall be determined by reference to, among other things, whether any
untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by such Person and the parties’ relevant intent, knowledge, information and opportunity to correct
or prevent such statement or omission. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution
were determined by pro rata or per capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. Notwithstanding the foregoing, the Investors and any Affiliate of such Investors shall not be required to make
a contribution in excess of (i) the net amount received by such Investors (or their respective Affiliates) from the sale of Registrable
Securities.


 


Article
III



 


Miscellaneous


 


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


 


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


 


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


 


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


 






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


 


If to the Company, to:


 


Trinity Place Holdings Inc.


340 Madison Avenue


New York, New York 10173

Attention: Chief Executive Officer and Chief Financial Officer


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


 


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


 


Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention: John Bessonette

Email: jbessonette@kramerlevin.com


 


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


 


The names and addresses on Schedule A,
or at such other address as such Investor or Holder shall have specified to the Company in writing.


 


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


 






    11


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


[SIGNATURE PAGE FOLLOWS]


 






    


     


    

 


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


 


	
         

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



 





[Signature Page to Registration Rights Agreement]




 






    


     


    

 


	 	TPHS LENDER LLC
	 	 
	 	By:	/s/ Joshua D. Morris
	 	Name: Joshua D. Morris
	 	Title:   Manager 



 





[Signature Page to Registration Rights Agreement]




 






    


     


    

 


Schedule A


 


	Name of Investor	
        Address

         

	TPHS Lender LLC	
        520 Madison Avenue, 30th Floor

        New York, New York 10022

         

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

         

        Dechert LLP

        1095 Avenue of the Americas

        New York, New York 10036

        Attention: Lindsay Flora & Adam Rosenthal

        Email: Lindsay.Flora@dechert.com & 

Adam.Rosenthal@dechert.com