AGREEMENT TERMINATING
THE RIGHT OF FIRST OFFER LETTER AGREEMENT
This AGREEMENT TERMINATING THE RIGHT OF FIRST OFFER LETTER AGREEMENT is
dated as of December 21, 2000 (this "Agreement"), by and among WHWEL Real
Estate Limited Partnership, a Delaware limited partnership ("WHWEL"), WXI/WWG
Realty, L.L.C., a Delaware limited liability company ("WWG Realty"), W/W Group
Holdings, L.L.C., a Delaware limited liability company ("W/W Group"), Wellsford
Commercial Properties Trust, a Maryland real estate investment trust ("WCPT"),
and Wellsford Real Properties, Inc., a Maryland corporation ("WRP").
Reference is hereby made to that certain letter agreement, dated as of
May 28, 1999, among WHWEL WWG Realty, W/W Group, WCPT and WRP (the "Right of
First Offer Letter Agreement"), a copy of which is attached hereto as Exhibit A.
Effective as of the date hereof, WHWEL, WWG Realty, W/W Group, WCPT and
WRP hereby terminate the Right of First Offer Letter Agreement. From and after
the date hereof, such agreement shall have no further force and effect and no
party shall have any further rights or obligations thereunder.
This Agreement shall be governed by the internal laws of the State of
New York.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
WHWEL REAL ESTATE LIMITED
PARTNERSHIP
By: WHATR Gen-Par, Inc.
By: /s/ Ronald Bernstein
-------------------------
Name: Ronald Bernstein
Title: Vice President
WXI/WWG REALTY, L.L.C.
By: /s/ Ronald Bernstein
------------------------------
Name: Ronald Bernstein
Title: Vice President
W/W GROUP HOLDINGS, L.L.C.
By: /s/ Ronald Bernstein
------------------------------
Name: Ronald Bernstein
Title: Vice President
WELLSFORD COMMERCIAL PROPERTIES
TRUST
By: /s/ Edward Lowenthal
------------------------------
Name: Edward Lowenthal
Title: President
WELLSFORD REAL PROPERTIES, INC.
By: /s/ Edward Lowenthal
------------------------------
Name: Edward Lowenthal
Title: President
