AGREEMENT TERMINATING
THE REGISTRATION RIGHTS AGREEMENT
This AGREEMENT TERMINATING THE REGISTRATION RIGHTS AGREEMENT is dated
as of December 21, 2000 (this "Agreement"), by and between W/W Group Holdings,
L.L.C., a Delaware limited liability company ("W/W Group"), and Wellsford Real
Properties, Inc., a Maryland corporation ("WRP").
Reference is hereby made to that certain Registration Rights Agreement,
dated as of May 28, 1999, by and between W/W Group and WRP (the "Registration
Rights Agreement"), a copy of which is attached hereto as Exhibit A.
Effective as of the date hereof, W/W Group and WRP hereby terminate the
Registration Rights 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.
W/W GROUP HOLDINGS, L.L.C.
By: /s/ Ronald Bernstein
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Name: Ronald Bernstein
Title: Vice President
WELLSFORD REAL PROPERTIES, INC.
By: /s/ Edward Lowenthal
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Name: Edward Lowenthal
Title: President
