Exhibit 10.2


 


Prepared by: Christopher L. Pennington, Esq.


 


Tax Map Reference. (N.J.S.A. __________________) Town
of Secaucus


 


Block No. 57, Lot No.3


 


ASSIGNMENT OF GROUND LEASE,

GENERAL ASSIGNMENT AND BILL OF SALE


 


THIS ASSIGNMENT OF GROUND LEASE, GENERAL
ASSIGNMENT AND BILL OF SALE (the “General Assignment and Bill of Sale”) is made as of the 20th
day of May, 2014 by TRINITY PLACE HOLDINGS INC., a Delaware corporation (“Seller” or “Assignor”),
successor-by-merger to Syms Corp., having an address at 1 Syms Way, Secaucus, New Jersey 07094 to ASG EQUITIES SECAUCUS LLC,
a Delaware limited liability company, having an address at c/o 22 Cortland Street, 5th Floor, New York, New York 10007
(“Purchaser” or “Assignee”). This General Assignment and Bill of Sale amends, restates and
supersedes that certain General Assignment and Bill of Sale dated March 24, 2014.


 


KNOW ALL BY THESE PRESENTS:


 


1.          General
Assignment and Bill of Sale.


 


Seller, for and in consideration of the sum
of (i) Twenty Nine Million ($29,000,000) Dollars (the “Purchase Price”) and (ii) delivery of a letter of credit
for the benefit of Seller in the amount of Four Million Seventeen Thousand ($4,017,000) Dollars to be posted no later than March
31, 2014 as security for Seller’s obligations under proofs of claim 2662 and 2692 filed by U.S. Bank National Association
in the United States Bankruptcy Court for the District of Delaware (the “ASG Letter of Credit”) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby bargain, sell, grant, transfer,
assign, and convey to Purchaser, its successors and assigns all right, title and interest of Seller in and to:


 


a.           The
building, parking areas, and other structures and improvements (collectively, the “Improvements”) located on
the real property known as 1 Syms Way, Secaucus, New Jersey, more particularly described on Exhibit A attached hereto (the
“Property”), which conveyance shall expressly include all of Seller’s right, title and interest, if any,
in and to such real property;


 


b.           All
fixtures of every nature and description, if any, owned by Seller and located on the Property as of the date hereof, including,
but not limited to, all heating, ventilation and air-conditioning equipment, electrical facilities and other building services
equipment and machinery, plus all tools, furnishings, supplies and other tangible property owned by Seller in, on, attached to,
appurtenant to and used in the operation or maintenance of the Improvements but expressly excluding all computers, servers, routers,
cables, printers, computer equipment and all other types of IT equipment (all of the property herein described are hereinafter
referred to collectively as the “Personal Property”). It is understood and agreed that the assignment of the
Personal Property is without consideration; and


 




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c.           Seller’s
interest, if any, in and to any guarantees, licenses, approvals, certificates, permits and warranties relating to the Property,
to the extent assignable without consent (collectively, the “Intangible Property”); and


 


d.           Severance
Lease No. 5, dated as of April 20, 1977, between 99 Hudson TIC II LLC (herein referred to as “Landlord”) as
successor in interest to First Pennsylvania Bank, N.A., as landlord, and Hartz Mountain Metropolitan, a New Jersey general partnership
(“Hartz Mountain”), as tenant, with respect to the premises located at 1 Emerson Lane, a/k/a 1 Syms Way, Secaucus,
New Jersey (the “Lease”), a memorandum of the Lease having been recorded in Deed book 3279 at page 93, et seq.,
the tenant’s interest in said Lease having been assigned by Assignment and Assumption of Ground Lease dated October 5, 1982
by and between Hartz Mountain Metropolitan and Archlane Corporation N.V. recorded October 7, 1982 in Deed Book 3359, page 941 and
by Assignment and Assumption of Ground Lease dated May 8, 1986 by and between Archlane Corporation N.V. and Syms Corp., recorded
May 18, 1986 in Deed Book 3558, page 202 (herein the “Ground Lease”), a copy of which Ground Lease is attached
hereto as Exhibit B.


 


TO HAVE AND TO HOLD the Improvements,
Personal Property, Intangible Property, Ground Lease (collectively, the “Purchased Property”) unto Purchaser,
its successors and assigns, forever.


 


2.          Assumption.


 


Purchaser accepts the foregoing assignment.
Purchaser assumes and agrees to be bound by and to perform and observe all of the obligations, covenants, terms and conditions
to be performed or observed under the hereby assigned Purchased Property in respect of the period from and after the date hereof.


 


3.          Acceptance
of Property.


 


Purchaser hereby accepts the Purchased Property,
without recourse, on an “AS IS, WHERE IS” AND “WITH ALL FAULTS” CONDITION AND BASIS and acknowledges that
except as provided herein, the Purchased Property has been assigned, conveyed and transferred hereunder without any representation
or warranty by Seller whatsoever (express or implied) and, to the extent permitted by applicable law, Purchaser expressly disclaims
any representation or warranty implied by law, including, without limitation, any representation or warranty as to merchantability
or fitness for any particular purpose.


 


Assignor represents and warrants that as of
the execution and delivery of this General Assignment and Bill of Sale (i) the Ground Lease is in full force and effect and Assignor
has performed all of its obligations under the Ground Lease through the date hereof, (ii) there are no leases, subleases, licenses
and other occupancy agreements in effect or which will be binding upon Assignor, the Purchased Property or the Property, (iii)
there are no service contracts affecting the Assignor, the Purchased Property or the Property which will be binding upon the Assignee
or the Property, (iv) the real estate taxes with respect to the Ground Lease, the Improvements and the Property have been paid
and are current through the date hereof; and (v) that the Purchased Property is free of all liens and encumbrances.


 




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4.          Counterpart
Copies.


 


This General Assignment and Bill of Sale may
be executed in two or more counterpart copies, all of which counterparts shall have the same force and effect as if all parties
hereto had executed a single copy of this General Assignment and Bill of Sale.


 


5.          Order.


 


A copy of the Order of the United Stated Bankruptcy
Court authorizing the execution and delivery of this General Assignment and Bill of Sale (the “Order”) is annexed
hereto as Exhibit C.


 


6.          Earnest
Money Deposit. Seller and Purchaser acknowledge and agree that (i) Purchaser has deposited the sum of Six Million Fifty
Thousand and 00/100 Dollars ($6,050,000.00) (together with any interest earned thereon, the “Deposit”) with
Riverside Abstract LLC (“Escrow Holder”) by wire transfer of immediately available funds to the account designated
by Escrow Holder, which sum is being held by Escrow Holder in escrow pursuant to a separate agreement between Seller, Purchaser
and Escrow Holder, and (ii) upon entry of, and in accordance with, the Order the Deposit and the balance of the Purchase Price
(over and above the Deposit) shall be paid to or as directed by Seller by wire transfer of immediately available funds as designated
by Seller. If the United States Bankruptcy Court makes a final determination not to approve the assumption, assignment and sale
of the Purchased Property to Purchaser, (i) the Deposit shall be returned to Purchaser promptly (within two business days)
thereafter (and the parties shall jointly instruct Escrow Holder to promptly return the Deposit to Purchaser) and (ii) Seller shall
immediately return the ASG Letter of Credit to Purchaser which ASG Letter of Credit shall immediately be cancelled and withdrawn,
whereupon this General Assignment and Bill of Sale shall be deemed terminated and of no further force and effect. IN THE EVENT
THAT BUYER SHALL DEFAULT IN ITS OBLIGATION TO PAY THE BALANCE OF THE PURCHASE PRICE IN ACCORDANCE WITH THE TERMS HEREOF AND OF
THE ORDER, BUYER AND SELLER AGREE THAT THE DAMAGES THAT SELLER SHALL SUSTAIN AS A RESULT THEREOF SHALL BE SUBSTANTIAL AND SHALL
BE DIFFICULT TO ASCERTAIN. BUYER AND SELLER THEREFORE AGREE THAT IF BUYER FAILS TO PAY THE BALANCE OF THE PURCHASE PRICE IN ACCORDANCE
WITH THE TERMS HEREOF AND OF THE ORDER, SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO BUYER’S FAILURE TO PAY THE
BALANCE OF THE PURCHASE PRICE IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE ORDER SHALL BE TO RECEIVE AS LIQUIDATED DAMAGES THE
ENTIRE DEPOSIT FROM ESCROW HOLDER (AND THE PARTIES SHALL JOINTLY INSTRUCT ESCROW HOLDER TO PROMPTLY DELIVER THE DEPOSIT TO SELLER),
AND THEREAFTER NEITHER BUYER NOR SELLER SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER.


 


[Signatures on following pages]


 




    	3



    	 



    

 


IN WITNESS WHEREOF, the Seller and
Purchaser have caused this General Assignment and Bill of Sale to be executed as of the date first written above.


 


	 	SELLER:
	 	 
	 	TRINITY PLACE HOLDINGS, INC.
	 	 
	 	By: 	/s/ Matthew Messinger
	 	 
	 	PURCHASER:
	 	 
	 	ASG EQUITIES SECAUCUS LLC
	 	 
	 	By:	/s/ Raymond Gindi
	 	 	Raymond Gindi
	 	 	Authorized Signatory


 




    	4



    	 



    

 


	STATE OF DLEAWARE	)	 
	 	)	ss.
	COUNTY OF NEW CASTLE	)	 


 


BE IT REMEMBERED, that
on this 8th day of April, 2014, before me, the subscriber, personally appeared Matthew Messinger, who, I am satisfied
is the person who signed the within Instrument as the Chief Operating Officer of Trinity Place Holdings, Inc., a Delaware corporation;
and I having first made known to him the contents thereof, he thereupon acknowledged that he signed and delivered the within instrument
as such officer aforesaid; that the within instrument is the voluntary act and deed of the corporation, made by virtue of authority
from its board of directors.


 


	 	/s/ Donald Nelson Isher	 
	 	NOTARY PUBLIC	 
	 	 	 
	 	My Commission Expires: October 23, 2016	 


 




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	STATE OF NEW YORK	)	 
	 	)	ss.
	COUNTY OF NEW YORK	)	 


 


BE IT REMEMBERED, that on this 8th
day of April, 2014, before me, the subscriber, personally appeared Raymond Gindi, who, I am satisfied is the person who signed
the within Instrument as the Authorized Signatory of ASG Equities Secaucus LLC, a Delaware limited liability company; and I having
first made known to him/her the contents thereof, he/she thereupon acknowledged that he/she signed and delivered the within instrument
as such officer aforesaid; that the within instrument is the voluntary act and deed of the limited liability company, made by virtue
of authority from its members.


 





	 	/s/ Antoinette M. Coloreo
	 	NOTARY PUBLIC OF STATE OF NEW JERSEY
	 	 
	 	 
	 	
        My Commission Expires: ANTOINETTE MARIE COLOREO

        Notary Public, State of New York

        No. 01CO61914107

        Qualified in Kings County

        Commission Expires September 29, 2016








 












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Exhibit A

[Legal Description]


 





 




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Exhibit B

[Ground Lease]


 




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Exhibit C

[Copy of Order]


 




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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


 


	
         

         

        In re:

         

        FILENE’S BASEMENT, LLC, et al.,1

         

        Reorganized Debtors.
	
        )

        )

        )

        )

        )

        )

        )

        )

        )

        )
	
         

        Chapter 11

         

        Case No. 11-13511 (KJC)

         

        Jointly Administered

         

        Ref. Docket Nos. 2864, 2891, 2901, 2902



 


ORDER PURSUANT TO 11 U.S.C. §§
105(a), 363 AND 365

AND FED. R. BANKR. P. 9019, THE PLAN AND CONFIRMATION

ORDER (I) APPROVING SETTLEMENT (II) AUTHORIZING

ASSUMPTION AND ASSIGNMENT OF UNEXPIRED LEASE OF

NON-RESIDENTIAL REAL PROPERTY LOCATED AT ONE SYMS WAY,

SECAUCUS, NEW JERSEY AND (III) GRANTING RELATED RELIEF


 


Upon the Reorganized Debtors’
Motion for an Order (i) Approving Settlement (ii) Authorizing Assumption and Assignment of Unexpired Lease of Non-Residential
Real Property Located at One Syms Way, Secaucus, New Jersey and (iii) Granting Related Relief (the “Motion”),
pursuant to Bankruptcy Code2 sections 105, 363 and 365,
and Bankruptcy Rules 6004, 6006 and 9019 authorizing Trinity Place Holdings, Inc. f/k/a Syms Corp. (“Syms”)
to enter into a settlement that includes, inter alia, the assumption, assignment, and sale to ASG Equities Secaucus LLC
(the “Assignee”) of that certain unexpired lease of non-residential real property located at One Syms Way,
Secaucus, New Jersey (the “Secaucus Property”), known as Severance Lease No. 5, dated as of April 20, 1977,
between 99 Hudson TIC II LLC (“Landlord”) as successor-in-interest to First Pennsylvania Bank NA, as landlord
and Hartz Mountain Metropolitan, a New Jersey general partnership, as tenant, with respect to the premises located at 1 Emerson
Lane, a/k/a 1 Syms Way, Secaucus, New Jersey, (the “Lease”),3 and of Syms’ related leasehold
improvement interests thereon (collectively with the Lease, the “Leasehold Interests”); and due and sufficient
notice of the Motion having been given under the particular circumstances; and it appearing that no other or further notice need
be provided; and it appearing that the relief requested by the Motion is the result of good faith, arms’ length negotiations
between Syms and Assignee, and satisfies Syms’ business judgment that it is in the best interests of Syms, its creditors,
and other parties in interest; and after due deliberation thereon; and sufficient cause appearing therefor, it is hereby


 













		1	The Reorganized Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Filene's
Basement, LLC (8277), Trinity Place Holdings, Inc. f/k/a Syms Corp. (5228), Syms Clothing, Inc. (3869), and Syms Advertising Inc.
(5234).



 


		2	Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Motion.






 




    	 



    	 



    

 


FOUND, ORDERED, ADJUDGED, AND DECREED that:


 


1.          The
Motion is GRANTED as set forth herein.


 


2.          The
settlement is approved pursuant to Bankruptcy Rule 9019.


 


3.          Pursuant
to Bankruptcy Code section 365, the assumption of the Lease by Syms is hereby approved and authorized, the requirements of Bankruptcy
Code section 365(b)(1) with respect thereto are hereby deemed satisfied, and the sale of the Leasehold Interests pursuant to the
Plan (sections VII.G and IX.A) and Confirmation Order (paragraphs 18, 28, 30, and 49) is also approved and authorized.


 










		3	A memorandum of the Lease having been recorded in Deed book 3279 at page 93, et seq., the tenant’s interest in said Lease
having been assigned by Assignment and Assumption of Ground Lease dated October 5, 1982 by and between Hartz Mountain Metropolitan
(assignor) and Archlane Corporation N.V. (assignee) recorded October 7, 1982 in Deed Book 3359, page 941 and by Assignment and
Assumption of Ground Lease dated May 8, 1986 by and between Archlane Corporation N.V. (seller) and Syms Corp. (purchaser), recorded
May 18, 1986 in Deed Book 3558, page 202.





 







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4.          Upon
entry of this Order, Syms is hereby authorized, ordered and directed, pursuant to Bankruptcy Code section 365(f), as well as the
Plan and the Confirmation Order, to assign the Lease to Assignee, as more fully set forth in that certain Assignment of Ground
Lease, General Assignment and Bill of Sale in the form annexed hereto as Exhibit A (herein the “General Assignment”),
such assignment of the Lease to be effective upon Syms’s receipt of (i) $29,000,000.00 and (ii) a letter of credit in the
amount of $4,017,000.00 for the benefit of Syms (the “ASG Letter of Credit”) as security for Syms’s obligations,
if any, in respect of the cure amounts asserted by Hartz as set forth in proofs of claim 2662 and 2692 filed by U.S. Bank National
Association in the total amount of $4,017,000.00 (the “Hartz Cure Dispute Claims”) from Assignee (herein the
“Assignment Payment”), which Assignment Payment shall be made at the closing which shall occur on the date this
Order is entered, unless the date of closing is extended by mutual agreement of Syms and Assignee (the “Closing Date”).


 


5.          On
the Closing Date, and contemporaneous with the receipt of the Assignment Payment, the $1,250,000.00 held in a reserve account by
Syms in connection with the Cure Dispute shall be released to Syms and Syms shall have no further obligation to reserve any funds
or other security related to the Cure Dispute. In connection with the ASG Letter of Credit, ASG will indemnify Syms for its obligations,
if any, under the Cure Dispute and will have sole authority in its absolute discretion to control, defend and settle the Hartz
Cure Dispute Claims.


 


6.          Other
than the Cure Dispute, which shall be satisfied, if at all, solely and exclusively by the ASG Letter of Credit, as of the date
hereof, there is no: (i) monetary default under the Lease requiring cure, or adequate assurance of cure, within the meaning of
Bankruptcy Code section 365(b)(1)(A); (ii) nonmonetary default under the Lease; (iii) actual pecuniary loss from a monetary default
under the Lease as to any party requiring compensation, or adequate assurance of compensation, pursuant to Bankruptcy Code section
365(b)(1)(B); and (iv) event or condition which, with the passage of time or giving of notice, or both, would constitute a monetary
or nonmonetary default. Landlord and any of its successors and assigns are hereby estopped from asserting any claims arising from
or related to the Cure Dispute as a default against Assignee.


 




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7.          The
Lease is valid, binding, and in full force and effect in accordance with its terms and without any default thereunder, other than
any defaults related to the Cure Dispute, as of and including the date hereof. Syms represents and warrants that it shall not enter
into, and there currently are no subleases, licenses or occupancy agreements in effect with respect to the premises that are the
subject of the Lease other than the Lease, and that it shall not enter into, and that there currently are no, service contracts
or agreements with respect to said premises or the Lease that will be binding upon the Assignee. Syms shall also continue to operate
the premises in accordance with the terms of the Lease from the date of entry of this Order through the Closing Date.


 


8.          Upon
the assignment of the Lease to Assignee, Assignee shall be deemed to be substituted for Syms as a party to the Lease and, with
the exception of the Cure Dispute, Syms shall be relieved, pursuant to BanIcruptcy Code section 365, from any liability or obligations
arising under or related to the Lease.


 


9.          Except
with respect to the obligations under this Order and the General Assignment, upon receipt of the Assignment Payment by Syms, Assignee
and its affiliates, subsidiaries, shareholders, members, successors, assigns, agents, employees, directors, officers, and/or representatives
(the “ASG Entities”) shall in no way have any liability to Syms, the Reorganized Debtors, or their affiliates,
subsidiaries, shareholders, members, successors, assigns, agents, employees, directors, officers, and/or representatives (“Syms
Parties”) for or in connection with any and all claims, causes of action, or other rights or remedies the Syms Parties
had, have or may have arising from or relating to, in any manner whatsoever, the Lease, the Leasehold Interest, the Motion, the
Cure Dispute, or Syms’ motion for a Bankruptcy Rule 2004 examination of Hartz and Landlord (the “2004 Motion”)
(Dkt. No. 2802), filed on February 10, 2014, including but not limited to those certain additional discovery requests, demands
for admissions and deposition notices dated February 28, 2014 or the purported subject matter thereof (collectively the “Claims”),
which Claims are hereby waived and released with prejudice as to any and all of the ASG Entities.


 




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10.         Upon
receipt of the Assignment Payment by Syms, the Reorganized Debtors shall release Hartz and Landlord solely with respect to claims
sought to be investigated in the 2004 Motion.


 


11.         Except
with respect to the obligations under this Order and the General Assignment, the Syms Parties shall in no way have any liability
to the ASG Entities for or in connection with any and all claims, causes of action, or other rights or remedies the ASG Parties
had, have or may have arising from or relating to, in any manner whatsoever, the Lease, the Leasehold Interests, the Motion, the
Cure Dispute, or the Claims, which Claims are hereby waived and released with prejudice as to any and all of the Syms Parties.


 


12.         Assignee
shall make available to Syms and Syms shall have the right, at Closing to enter into a short term lease agreement, for a term through
and no later than three weeks from the Closing Date (the “Termination Date”), in the form annexed hereto as
Exhibit B (herein the “Short Term Lease Agreement”) for office space in the Secaucus Property rent free,
other than cost and expense for Syms’ electricity, water, HVAC and insurance (herein the “Expenses”),
as more particularly provided in the Short Term Lease Agreement; in the event Syms does not vacate and surrender the premises on
the Termination Date, Syms shall be deemed a holdover at sufferance and may be evicted by the Assignee under the Short Term Lease;
in the event of any such holdover, Syms shall be obligated to pay holdover rental of $6,000.00 per day, plus Expenses for each
day of any such holdover.


 




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13.         Pursuant
to Bankruptcy Code sections 363(b) and 363(f), upon remittance of the Assignment Payment, Syms’ right, title, and interest
in the Lease and the Leasehold Interests shall be transferred to Assignee free and clear of all liens, claims and encumbrances
(collectively, the “Liens”), with all such Liens to attach to the cash proceeds of the sale of the Lease and
the Leasehold Interests to Assignee in the order of their priority, with the same validity, force, and effect which they had as
against the Lease and the Leasehold Interests immediately before such transfer, subject to any claims and defenses Syms’
may possess with respect thereto.


 


14.         Consummation
of the transaction contemplated by the Motion, under the General Assignment, and hereunder reflects the product of arm’s
length negotiations between Syms and Assignee without collusion, and in good faith, as that term is used in Bankruptcy Code section
363(m), and accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the sale of
the Lease and the Leasehold Interests shall not affect the validity of the sale to Assignee, unless such authorization is duly
stayed pending such appeal. The Assignee is a good faith assignee and a purchaser in good faith, within the meaning of Bankruptcy
Code section 363(m), of the Lease and the Leasehold Interests, and is, and shall be, entitled to all of the protections afforded
by such section and in accordance therewith. Neither Syms nor Assignee has engaged in any conduct that would cause or permit the
General Assignment to be avoidable under Bankruptcy Code section 363(n).


 




    	6



    	 



    

 


15.         Pursuant
to paragraph 18 of the Findings of Fact, Conclusions of Law and Order Confirming the Modified Second Amended Joint Chapter 11 Plan
of Reorganization of Syms Corp. and its Subsidiaries, and section 1146(a) of the Bankruptcy Code, no document recording tax, stamp
tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording tax or other similar tax or
governmental assessment shall be due and owing on account of the assignment of the Leasehold Interests or the Secaucus Property,
and the appropriate state or local governmental officials or agents are directed to forego the collection of any such tax or governmental
assessment and to accept for filing and recordation any instrument or other document related to the Secaucus Property without payment
of any such tax or local assessment; provided, however, that Syms and Assignee shall execute and deliver any other
and further documents that may be required in connection with the assumption and assignment of the Lease and sale of the Leasehold
Interests to comply with applicable state law at no cost to Syms. For the avoidance of doubt, the provisions of N.J.S.A. 54:50-38
are waived or inapplicable to the Assignment of Lease contemplated by this Order.


 


16.         The
terms and conditions of this Order shall be effective immediately upon entry and shall not be subject to the stay provisions contained
in Bankruptcy Rule 6006 and, to the extent applicable, Bankruptcy Rule 6004.


 


17.         The
Court shall retain jurisdiction with respect to any dispute arising from or relating to the interpretation and implementation of
this Order.


 


	Dated:	Wilmington, Delaware	 	 
	 	April __, 2014	 	 
	 	 	 
	 	 	 
	 	 	Honorable Kevin J. Carey
	 	 	UNITED STATES BANKRUPTCY JUDGE


 




    	7



    	 



    

 


EXHIBIT A


 


[General Assignment]


 




    	 



    	 



    

 


EXHIBIT B


 


[Short Term Lease Agreement]


 




    	 



    	 



    

 


SHORT TERM LEASE AGREEMENT


 


THIS SHORT TERM LEASE
AGREEMENT (this “Lease”) is made as of the ____ day of March, 2014, between ASG EQUITIES SECAUCUS LLC, a Delaware
limited liability company (“Landlord”), having an address at c/o 22 Cortland Street, 5th Floor, New York, New
York 10007, and TRINITY PLACE HOLDINGS INC., a Delaware corporation (“Tenant”), successor-by-merger to Syms
Corp., having an address c/o 1 Syms Way, Secaucus, New Jersey 07094.


 


WITNESSETH:


 


WHEREAS, Landlord purchased
from Tenant, among other interests, Tenant’s (a) leasehold estate and interest in and to the real property commonly known
as 1 Syms Way, Secaucus, New Jersey (the “Land”) pursuant to the terms of that certain Ground Lease described
in Exhibit “B” attached hereto (the “Ground Lease”), together with all of the tenant’s
right, title and interest in, to and under the Ground Lease; and (b) interest in the buildings, parking area and other structures
and improvements located on the Land (the “Improvements”).


 


WHEREAS, Tenant desires,
from and after the date hereof and through the expiration of the Term (as defined herein), to lease from Landlord those certain
portions of the building located on the Land (herein the “Building”) for administrative and office use, which
portions of the Building are more particularly shown as cross-hatched on Exhibit A attached hereto and made a part hereof
(collectively, the “Demised Premises”).


 


WHEREAS, Landlord and
Tenant desire to enter into this Lease to confirm their agreement with respect to Landlord granting to Tenant a short term lease
for use and occupancy of the Demised Premises, all in accordance with the terms and conditions set forth herein.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of Landlord and Tenant, and intending
to be legally bound hereby, Tenant and Landlord agree as follows:


 


1.          Lease;
Term. Subject to the terms and conditions set forth in this Lease, Landlord agrees to lease to Tenant and Tenant agrees to
hire from Landlord, the Demised Premises. The term of this Lease (the “Term”) shall commence on the date hereof
(the “Commencement Date”) and, shall terminate on the date that is three (3) weeks after the Closing Date (as
defined in Order Pursuant to 11 U.S.C. §§ 105(a) and 365 and Fed. R. Bankrp. P. 9019, The Plan and Confirmation Order
(I) Approving Settlement, (II) Authorizing Assumption and Assignment of Unexpired Lease of Non-Residential Real Property Located
at One Syms Way, Secaucus, New Jersey and (III) Granting Related Relief) (the “Fixed Termination Date”), or
upon such earlier date upon which the Term of this Lease shall expire, be canceled or be terminated pursuant to any of the conditions
or covenants of this Lease or pursuant to law (the date upon which this Lease actually terminates pursuant to the terms hereof,
being hereinafter referred to as the “Termination Date”). Subject to the terms and conditions set forth herein,
Tenant shall have the right to surrender the Demised Premises to Landlord prior to the Fixed Termination Date by providing Landlord
with notice (“Termination Notice”) thereof not less than five (5) Business Days (as hereinafter defined) prior
to the date that Tenant actually surrenders the Demised Premises to Landlord. The Termination Notice shall designate the Termination
Date, which date shall in no event be later than the Fixed Termination Date, and upon such designated Termination Date, Tenant
shall vacate and surrender the Demised Premises in accordance with the terms hereof and all of the parties rights and obligations
hereunder shall terminate, except for those rights and obligations which expressly survive termination hereof. As used in this
Lease the term “Business Day” shall mean all days except Saturdays, Sundays and days observed by the federal
or New Jersey state government as legal holidays when government offices are closed.


 




    	 



    	 



    

 


2.          Use
of Demised Premises; Access. Tenant may use and occupy the Demised Premises for administrative and general offices purposes
in connection with the operation of Tenant’s business, and for such other customary and attendant uses as are reasonably
related thereto (including, but not limited to, the parking of motor vehicles within the Parking Areas (as hereinafter defined)),
and for no other purpose or use. Tenant shall have access to the Demised Premises twenty-four (24) hours per day, every day during
the Term, subject to casualty, condemnation, and force majeure. So long as Tenant is not in default under this Lease beyond any
applicable notice and grace periods provided herein, Tenant and its subtenants and concessionaires, and their respective officers,
employees, agents, customers and invitees, shall have the non-exclusive right, in common with Landlord and all others to whom Landlord
has granted or may hereafter grant such right, but subject to the Rules and Regulations, to use the portions of the parking area
shown on Exhibit A (the “Parking Area”).


 


3.          Services;
Electricity; Signage.


 


(a)          Landlord
shall supply the Demised Premises, 24 hours a day, seven (7) days a week, with (i) heating, ventilation and air-conditioning (“HVAC”),
to the extent and in the capacity currently serving the Demised Premises, when seasonably required, and (ii) electricity for the
operation of lighting fixtures and ordinary office equipment, to the extent and in the capacity currently serving the Demised Premises
(the services described in the foregoing subsections (a)(i) and (a)(ii) being referred to herein as the “Services”).
Tenant shall pay the reasonable charges imposed by Landlord for any Services provided to the Demised Premises within ten (10) Business
Days of being billed therefor. The reasonable charges imposed by Landlord shall reflect the actual out-of-pocket expense incurred
by Landlord (x) for such Services from third party providers, such as an electric utility company or energy supply company, and
(y) for any repairs to or replacements of equipment and/or facilities reasonably necessary to provide such Services, unless and
to the extent such repairs or replacements of equipment and/or facilities are required as a result of the deliberate or negligent
acts of Landlord or its agents, contractors, vendors or invitees, in which case such costs to repair or replace shall be borne
solely by Landlord; provided, however, in a case where the repairs or replacements are reasonably necessary to provide
any such Services and the cost of such repairs or replacements are rightfully chargeable to Tenant under this Section 3(a), Landlord
will notify Tenant of the need for such repair or replacement and, from and after the date of such notification, Tenant shall have
the right to waive Tenant’s right to such Services and, in the event of such waiver, Tenant shall release Landlord from its
obligation of providing such Services.


 




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(b)          Subject
to and without limiting the provisions of this Section 3(b), Landlord, at Landlord’s option, in its sole discretion, may
measure Tenant’s demand for and consumption of electricity in the Demised Premises using a submeter or submeters installed
and maintained by Landlord at Landlord’s cost. Tenant shall pay to Landlord an amount (the “Electricity Additional
Rent”) equal to one hundred percent (100%) of the product obtained by multiplying (x) the Average Cost per Kilowatt Hour,
by (y) the number of kilowatt hours of electricity used in the Demised Premises for the applicable billing period, as registered
on the submeter or submeters for the Demised Premises, without markup by Landlord. Landlord shall give Tenant an invoice for the
Electricity Additional Rent from time to time. The term “Average Cost per Kilowatt Hour” shall mean, with respect
to any particular period, the quotient obtained by dividing (x) the aggregate charge imposed by the Utility Company on Landlord
for the electricity supplied to the Building for such period (including the aggregate charge imposed for making available electricity
that satisfies the Building’s peak demand for electricity during such period), by (y) the number of kilowatt Hours of electricity
used in the Building during such period, as reflected on the electric meter or meters for the Building. The term “Utility
Company” shall mean, collectively, the local electrical energy distribution company and the competitive energy provider
with which Landlord have made arrangements to obtain electric service for the Building.


 


(c)          Tenant
shall contract with and pay directly to the service provider for any telephone and cable service, provided that access by any third
party service provider to the Demised Premises and the Building shall be subject to the reasonable approval of, and coordinated
through, Landlord and the building manager. Any service provider for telephone and cable service serving the Demised Premises as
of the date hereof shall be deemed approved by Landlord and the building manager.


 


4.          Requirements
of Law/Ground Lease. Tenant, at Tenant’s sole cost and expense, shall, solely with respect to the nature of its occupancy,
use and enjoyment of the Demised Premises, comply with all present and future laws, rules, orders, regulations, statutes and codes,
extraordinary as well as ordinary, of all governmental authorities now existing or hereafter created, and of any and all of their
departments and bureaus, and of any applicable fire rating bureau or other body exercising similar functions (“Requirements”),
affecting the Land, Building or the maintenance, use or occupation thereof, which are applicable to the Demised Premises and/or
the use thereof.


 


5.          Insurance
and Indemnity. Tenant shall obtain and keep in full force and effect (i) policies of commercial general public liability insurance
and property damage insurance, with a broad form contractual liability endorsement with Tenant named as the insured thereunder,
and Landlord, Landlord’s ground lessor and any mortgagees of which Landlord shall give Tenant notice named as additional
insureds thereunder, in such form, with a company, for a period and in such amounts as Landlord may reasonably approve, and (ii)
a policy of worker’s compensation insurance (covering all persons to be employed by Tenant) with statutory limits. Tenant
shall furnish to Landlord certificates of the commercial general liability and property damage insurance and the worker’s
compensation insurance on or prior to the Commencement Date. Tenant shall indemnify, defend and hold Landlord harmless against
(i) all claims of whatever nature against Landlord arising from any act, omission or negligence by Tenant, Tenant’s employees,
contractors, subcontractors, Tenants and agents in or about the Demised Premises, and (ii) all claims against Landlord arising
from any accident, injury or damage to property or persons occurring in or about the Demised Premises; provided, however, Tenant
shall not be required to indemnify, defend and hold Landlord harmless against any claims caused by or resulting solely from Landlord’s,
Landlord’s employees, contractors, subcontractors and agents negligence or Landlord’s, Landlord’s employees,
contractors, subcontractors and agents intentional misconduct. Landlord shall obtain and keep in full force and effect policies
of insurance in such form and such amounts as are customarily carried for property of this size, location, use and value. Neither
the foregoing indemnification nor any other provision in this Lease shall serve to waive or otherwise limit Tenant’s right
or ability to pursue any and all remedies available to Tenant against Landlord, Landlord’s employees, contractors, subcontractors
and agent and/or Superior Lessor (as hereinafter defined) arising from this Lease.


 




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Neither Landlord nor
any lessor under the Ground Lease (herein “Superior Lessor”) shall be liable or responsible for, and Tenant
hereby releases Landlord and each Superior Lessor from, all liability and responsibility to Tenant and any person claiming by,
through or under Tenant, by way of subrogation, for any injury, loss or damage to any person or property in or around the Demised
Premises or to Tenant’s business irrespective of the cause of such injury, loss or damage, and Tenant shall require its insurers
to include in all of Tenant’s insurance policies which could give rise to a right of subrogation against Landlord or any
Superior Lessor a clause or endorsement whereby the insurer waives any rights of subrogation against Landlord and such Superior
Lessors or permits the insured, prior to any loss, to agree with a third party to waive any claim it may have against said third
party without invalidating the coverage under the insurance policy.


 


6.          Access.
Landlord and Landlord’s agents have the right, throughout the Term, upon twenty-four (24) hours’ prior written notice
to Tenant, to enter the Demised Premises during normal business hours to examine the same, to show the same to prospective purchasers,
mortgagees or lessees of the Building or any space therein, and to make such repairs as are necessary to the Demised Premises or
any other portion of the Building, at Landlord’s sole cost and expense.


 


7.          Default
and Termination. In addition to any and all other rights or remedies provided in this Lease or which Landlord or Tenant may
have at law, in equity, or otherwise, if Tenant fails to comply with any obligation imposed upon Tenant hereunder within any time
period required (time being of the essence of all such time periods), the same shall be a default hereunder and Landlord shall
have the right, after five (5) Business Days’ notice to Tenant for any such non-compliance and Tenant’s failure to
remedy the same within such five (5) Business Day period (or if such non-compliance is not monetary and cannot be remedied within
such five (5) Business Day period, Tenant’s failure to commence to cure such non-compliance within such period and to thereafter
diligently pursue such cure to completion, provided that in all events such cure shall be completed within thirty (30) days), to
terminate this Lease at any time thereafter on notice to Tenant, and this Lease and the Term and all of Tenant’s rights under
this Lease shall expire and terminate upon the date of such notice and Tenant shall immediately quit and surrender the Demised
Premises to Landlord, but Tenant shall nonetheless remain liable for all of Tenant’s obligations hereunder. In addition to
and not by way of limitation of Landlord’s other rights and remedies, in the event Tenant fails to surrender the Premises
in accordance with the terms of this Agreement, Tenant hereby agrees to subject itself to the jurisdiction of the Superior Court
of New Jersey, Special Civil Part - Landlord Tenant Section for the purpose of summary dispossession proceedings, if Landlord institutes
proceedings in such court.


 




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8.          End
of Term. On or before the Termination Date (but in no event later than the Fixed Termination Date), Tenant shall quit and surrender
to Landlord the Demised Premises vacant, in the same condition it was in upon the commencement of this Lease, ordinary wear and
tear and damage from casualty or condemnation excepted and Tenant shall remove therefrom those specific items of Tenant’s
office equipment and furniture which are not included as part of the personal property which has been sold to Landlord pursuant
to that certain Assignment of Ground Lease, General Assignment and Bill of Sale dated as of the date hereof between Landlord and
Tenant and repair any damage caused by such removal. If Tenant remains in possession of the Demised Premises after the Fixed Termination
Date or earlier termination of this Lease, Tenant shall be deemed to be occupying the Demised Premises at the sufferance of Landlord
subject to all of the provisions of this Lease, except that Tenant shall pay to Landlord, in addition to the charges for the Services
and the Electricity Additional Rent, rent for the Demised Premises in the amount of Six Thousand & 00/100 Dollars ($6,000.00)
per day for each day or part thereof that Tenant remains in possession of all or any portion of the Demised Premises after the
Fixed Termination Date.


 


9.          Broker.
Each party hereto covenants, warrants and represents to the other party that it has had no dealings, conversations or negotiations
with any broker concerning the execution and delivery of this Lease. Each party hereto agrees to indemnify and hold harmless the
other party against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith,
including, without limitation, reasonable attorneys’ fees and disbursements, arising out of its respective representations
and warranties contained in this Section 9 being untrue. The provisions of this Section 9 shall survive the expiration or earlier
termination of the Term hereof.


 


10.         Subordination.
This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all ground leases and underlying leases
of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or
Building and/or any of such leases, whether or not such mortgages or leases shall also cover other lands and/or buildings, to each
and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions
of such leases and such mortgages and spreaders and consolidations of such mortgages. The provisions of this section shall be self-operative
and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute,
acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the mortgagee of any such mortgage or
any of their respective successors in interest may reasonably request to evidence such subordination; and if Tenant fails to execute,
acknowledge or deliver any such instruments within 10 days after request therefor, Tenant hereby irrevocably constitutes and appoints
Landlord as Tenant’s attorney-in-fact, coupled with an interest, to execute and deliver any such instruments for and on behalf
of Tenant.


 




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11.         Bills
and Notices. Except as otherwise provided in this Lease, any bill, statement, notice or communication which Landlord may desire
or be required to give to Tenant shall be deemed sufficiently given or rendered if in writing, hand delivered to Tenant, or sent
via reputable overnight courier service such as Federal Express, addressed to Tenant at the Building or at Tenant’s last
known business address at the time of the rendition of such bill or statement, Attention: Robert J. Dehney, with a copy to (x)
Morris, Nichols, Arsht & Tunnell, LLP, P.O. Box 1347, Wilmington, Delaware, 19899, Attenton Robert J. Dehney and (y) Lorraine
Freedhand, The Freedhand Firm, PLLC, 8118 13th Avenue, Brooklyn, New York, 11228. Any notice by Tenant to Landlord must
be in writing and served by hand delivery or sent via reputable overnight courier service such as Federal Express, addressed to
Landlord at the address first hereinabove given or at such other address as Landlord shall designate by written notice, Attention:
Mr. Ezra Sultan, with a copy to Proskauer Rose LLP, Eleven Times Square, New York, New York 10036, Attention: Jeffrey Horwitz,
Esq. All notices shall be deemed received upon the date of personal delivery if a Business Day or the first Business Day thereafter,
or the first Business Day after delivery of same to an overnight courier service.


 


12.         Governing
Law. This Lease shall be governed by and construed in accordance with the laws of the State of New Jersey.


 


13.         (a)          Certification.
Tenant certifies that: (i) It is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named
by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked
Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation
that is enforced or administered by the Office of Foreign Assets Control; and (ii) It is not engaged in this transaction, directly
or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person,
group, entity, or nation.


 


(b)          Indemnification.
Tenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks,
liabilities, and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.


 


14.         Counterparts;
Facsimile. This Lease may be executed in one or more counterparts and/or via facsimile or PDF signature, all of which shall
have the same force and effect as original signatures, and all of which when taken together shall constitute one document.


 


Signatures Follow


 




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IN WITNESS WHEREOF, the
parties hereto have duly executed this Lease as of the day and year first above written.


 


	 	TENANT:
	 	 
	 	TRINITY PLACE HOLDINGS INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	LANDLORD:
	 	 
	 	ASG EQUITIES SECAUCUS LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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EXHIBIT A






DEMISED PREMISES


 





 




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EXHIBIT B






GROUND LEASE


 


Severance Lease No. 5 between 99 Hudson TIC II LLC, as successor-in-interest
to U.S. Bank, N.A., as successor-by-merger to First Pennsylvania Bank, N.A., as Trustee under Indenture of Trust designated a Metropolitan
Trust Agreement, dated April 20, 1977 (“First PA”), as landlord, and Hartz Mountain Metropolitan, a New Jersey
partnership, as tenant (“Hartz Mountain”), dated as of April 20, 1997 (as described in that certain Memorandum
of Lease for Severance Lease No. 5 between First PA and Hartz Mountain, dated April 20, 1977 and recorded in Deed Book #3279, Page
#93), as assigned by Hartz Mountain to Archlane Corporation N.V., a Netherlands Antilles corporation (“Archlane”),
by an Assignment and Assumption of Ground Lease, dated October 5, 1982, and recorded in Deed Book #3359, Page #941, and as further
assigned by Archlane to Syms Corp., a New Jersey corporation (predecessor-by-merger to Trinity Place Holdings, Inc., a Delaware
corporation (“Trinity”), by Assignment and Assumption of Ground Lease, dated May 8, 1986, and recorded in Deed
Book #3558, Page #202, and a further assigned by Trinity to ASG Equities Secaucus LLC, a Delaware limited liability company, by
Assignment of Ground Lease, General Assignment and Bill of Sale, dated on or about March 28, 2014, and to be recorded.


 



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