Exhibit 2.1.b

 

FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT

 

 

This First Amendment to Asset Purchase and Sale Agreement (this “Amendment”) is dated as of the 1st day of April, 2022, by and among the Seller Parties signature hereto (“Seller Parties”), Cedar Realty Trust, Inc. (“Seller Parent”), and DRA Fund X-B LLC and KPR Centers LLC (collectively, “Purchaser”, and together with Seller Parties and Seller Parent, the “Parties”).

 

The following sets forth the background to this Amendment:

 

A.
The Parties entered into an Asset Purchase and Sale Agreement dated as of March 2, 2022 (as amended, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

 

B.
Section 2.5 of the Agreement provides that the Parties agree to allocate the Purchase Price among the Acquired Properties, Acquired Leasehold and Acquired Interests, as applicable (the “Allocation”) within thirty (30) days of the Agreement, and upon agreeing to such Allocation to amend the Agreement to memorialize the Allocation.

 

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to amend the Agreement in certain respects as follows:

 

1.
The Parties agree to the Allocation set forth on Exhibit A attached hereto, which Allocation remains subject to further adjustment following delivery of an Allocation Modification Notice, as expressly set forth in Section 2.5 of the Agreement.

 

2.
Except as and to the extent expressly modified and amended herein, the Parties ratify the Agreement (which is incorporated herein by reference). The Agreement as modified and amended herein shall be binding upon the parties hereto and their respective successors and permitted assigns. This Amendment may be executed in a number of identical counterparts. If so executed, each of such counterparts shall be deemed an original for all purposes, and such counterparts shall, collectively, constitute one agreement. For purposes of this Amendment, signatures delivered by facsimile or by e-mail as a .PDF file, as well as electronic signatures shall be as binding as originals upon the parties so signing and delivering. In the event of a conflict between the terms of this Amendment and the other terms of the Agreement, the terms of this Amendment shall control.

 

 

[Signatures appear on the next page]

 

 

1

 

Executed as of the date first set forth above.

 

 

 

 

 

PURCHASER:

 

DRA FUND X-B LLC,
a Delaware limited liability company
 

By: /s/ David Luski
Name: David Luski
Title: President

 

KPR CENTERS LLC,
a Delaware limited liability company

By: /s/ Daniel Kaufthal
Name: Daniel Kaufthal
Title: Authorized Signatory

 

 

2

 

 

CEDAR REALTY TRUST, INC.

 

 

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

 

3

 

 

CEDAR PCP-NEW LONDON, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

 

CEDAR REALTY TRUST PARTNERSHIP, L.P.

 

By: Cedar Realty Trust, Inc., its General Partner

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR-GROTON, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR-JORDAN LANE, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR CHRISTINA CROSSING LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

4

 

 

 

CSC FRANKLIN VILLAGE GP, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

5

 

 

CEDAR NORWOOD, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR-YORKTOWNE, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR HYATTSVILLE, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR-VALLEY PLAZA, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

OAKLAND MILLS BUSINESS TRUST

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR-GLENWOOD HOLDING, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

6

 

 

CEDAR-CARMANS LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR QUARTERMASTER, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR QUARTERMASTER II, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

 

 

 

 

CEDAR QUARTERMASTER III, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CSC COLONIAL COMMONS PARTNERSHIP, L.P.

 

By: Cedar Realty Trust Partnership, L.P., its General Partner

 

By: Cedar Realty Trust, Inc., its General Partner

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

7

 

 

CEDAR-TREXLER HAMILTON, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR-TREXLER PLAZA 2, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR TREXLER PLAZA 3, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

THE POINT ASSOCIATES, L.P.

 

By: Cedar Realty Trust Partnership, L.P., its General Partner

 

By: Cedar Realty Trust, Inc., its General Partner

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

PORT RICHMOND L.L.C. 1

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

 

 

 

 

8

 

 

HAMILTON FC ASSOCIATES, L.P.

 

By: Cedar-Hamilton, LLC, its General Partner

 

By: Cedar Realty Trust Partnership, L.P., its General Partner

 

By: Cedar Realty Trust, Inc., its General Partner

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

HAMILTON FC PYLON SIGN ASSOCIATES, LLC

 

By: Hamilton FC Associates, L.P., its sole member

 

By: Cedar-Hamilton, LLC, its General Partner

 

By: Cedar Realty Trust Partnership, L.P., its General Partner

 

By: Cedar Realty Trust, Inc., its General Partner

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

LAWNDALE I, L.P.

 

By: Cedar Realty Trust Partnership, L.P., its General Partner

 

By: Cedar Realty Trust Inc., its General Partner

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

9

 

 

 

ACADEMY PLAZA, L.L.C. 1

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR-MEADOWS MARKETPLACE, LP

 

By: Cedar Realty Trust Partnership, L.P., its General Partner

 

By: Cedar Realty Trust, Inc., its General Partner

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

SWEDE SQUARE ASSOCIATES LLC

 

 

By:
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR-PALMYRA, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

NEWPORT PLAZA ASSOCIATES, L.P.

 

By: Cedar Realty Trust Partnership, L.P., its General Partner

 

By: Cedar Realty Trust, Inc., its General Partner

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

10

 

 

 

 

CEDAR-CAMPBELLTOWN, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

HALIFAX PLAZA ASSOCIATES, L.P.

 

By: Cedar Realty Trust Partnership, L.P.

 

By: Cedar Realty Trust, Inc.

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR-HALIFAX LAND, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR HALIFAX II, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR HALIFAX III, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

11

 

 

 

CEDAR GIRARD PLAZA, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

VIRGINIA GENERAL BOOTH LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR SECOND MEMBER LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR – ELMHURST, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR-OAK RIDGE, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

 

 

CEDAR EAST RIVER PARK, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

12

 

 

 

CEDAR 301 40th STREET NE, LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR DGS GP LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

 

CEDAR MN OFFICE OZ MEMBER LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

CEDAR MN OFFICE PROMOTE MEMBER LLC

 

 

By: /s/ Jennifer L. Bitterman
Name: Jennifer L. Bitterman
Title: Executive Vice President, Chief Financial Officer

 

 

13

 

EXHIBIT A

Allocation

Meadows Marketplace

$11,000,000

Newport Plaza

$8,250,000

Palmyra Shopping Center

$8,250,000

Northside Commons

$8,250,000

Halifax Plaza

$7,250,000

Franklin Village

$64,250,000

Trexlertown Plaza

$54,700,000

The Point

$37,000,000

Christina Crossing

$26,500,000

Lawndale Plaza

$21,700,000

The Shops at Suffolk Downs

$29,300,000

Quartermaster Plaza

$111,000,000

Fishtown Crossing

$48,000,000

Carman's Plaza

$45,500,000

Girard Plaza

$5,500,000

Oakland Mills

$8,000,000

General Booth Plaza

$9,000,000

Kempsville Crossing

$9,000,000

Elmhurst Square

$7,000,000

Oak Ridge Shopping Center

$6,000,000

Yorktowne Plaza

$31,000,000

The Shops at Bloomfield Station

$14,000,000

Swede Square

$21,000,000

Colonial Commons

$41,750,000

Bethel Shopping Center

$28,500,000

Jordan Lane

$18,200,000

Valley Plaza

$19,000,000

New London Mall

$33,000,000

Academy Plaza

$12,000,000

Shops at Crossroads

$40,000,000

Groton Shopping Center

$17,500,000

Norwood Shopping Center

$16,600,000

Shoppes at Arts District

$22,000,000

Original 33 Assets:

$840,000,000

 

 

Northeast Heights

$46,500,000

Revelry

$34,000,000

 

14