AGREEMENT TERMINATING
THE AT-MARKET LETTER AGREEMENT
This AGREEMENT TERMINATING THE AT-MARKET LETTER AGREEMENT is dated as
of December 21, 2000 (this "Agreement"), by and between WHWEL Real Estate
Limited Partnership, a Delaware limited partnership ("WHWEL"), and Wellsford
Real Properties, Inc., a Maryland corporation ("WRP").
Reference is hereby made to that certain letter agreement, dated as of
May 28, 1999, by and between WHWEL and WRP (the "At-Market Letter Agreement"), a
copy of which is attached hereto as Exhibit A.
Effective as of the date hereof, WHWEL and WRP hereby terminate the
At-Market 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
WELLSFORD REAL PROPERTIES, INC.
By: /s/ Edward Lowenthal
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Name: Edward Lowenthal
Title: President
