Exhibit 10.1


 


June 20, 2018


 


STRICTLY CONFIDENTIAL


 


Trinity Place Holdings Inc.


340 Madison Avenue, Suite 3C


New York, New York 10173


Attention: Steven Kahn, Chief Financial
Officer


 


Dear Mr. Kahn:


 


This letter (the “Amendment”)
constitutes an agreement between Trinity Place Holdings Inc. (the “Company”) and Craig-Hallum Capital Group
LLC (the “Manager”) to amend the At The Market Offering Agreement, dated as of December 2, 2016, between the
Company and the Manager (the “ATM Agreement”) as set forth herein. Defined terms that are used but not defined
herein shall have the meanings ascribed to such terms in the ATM Agreement.


 


1.      The
defined term “Agreement” in the ATM Agreement is amended to mean the Agreement as amended by this Amendment.


 


2.     
Section 2(b)(i) of the ATM Agreement is hereby amended and restated as follows:


 


“The Shares are to be sold on a daily
basis or otherwise as shall be agreed to by the Company and the Manager on any day that (A) is a trading day for the Trading
Market, (B) the Company has instructed the Manager by telephone (confirmed promptly by electronic mail) to make such sales
(“Sales Notice”) and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company
will designate the maximum amount of the Shares to be sold by the Manager daily (subject to the limitations set forth in Section
2(d)) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Manager
shall use its commercially reasonable efforts to sell on a particular day all of the Shares designated for the sale by the Company
on such day. The gross sales price of the Shares sold under this Section 2(b) shall be the market price for shares of the
Company’s Common Stock sold by the Manager under this Section 2(b) on the Trading Market at the time of sale of such
Shares.”


 


3.     
Section 8(c) of the ATM Agreement is hereby amended and restated as follows:


 


“This Agreement shall remain in full
force and effect until the earlier of June 30, 2019 and such date that this Agreement is terminated pursuant to Sections 8(a)
or (b) above or otherwise by mutual agreement of the parties, subject to extension of the term by mutual written agreement
of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Sections 5,
7, 8, 9, 10, 12, 14 and 15 shall remain in full force and effect.”


 


4.      The Company and the Manager hereby agree that the date of this Amendment shall be a Representation Date and the Company
shall make the deliveries required by Section 6 of the ATM Agreement, including, without limitation, the filing of a Prospectus
Supplement with the Commission, on the date hereof.


 


5.      In connection with this Amendment, the Company shall reimburse the Manager for the fees and expenses of the Manager’s
counsel in an amount not to exceed $50,000, which shall be paid on the date hereof.


 


6.      Except as expressly set forth herein, all of the terms and conditions of the ATM Agreement shall continue in full force
and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded by the terms set forth
herein.


 


7.      This
Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each
of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.


 


 


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In acknowledgment that
the foregoing correctly sets forth the understanding reached by the Company and the Manager, please sign in the space provided
below, whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.


 


 


 


	 	Very truly
yours,
	 	 	 
	 	CRAIG-HALLUM
CAPITAL GROUP LLC
	 	 	 
	 	By:	/s/ Rick Hartfiel
	 	Name:	Rick Hartfiel
	 	Title:	Head of Investment
Banking









 


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









 





  


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