SHAREHOLDER CONSENT TO AMEND PROPRIETARY LEASE
Section 16(a) of the Proprietary Lease for 77 Bleecker Street Corp. lists conditions for transferring the lease and shares of the corporation. This amendment will add a new condition. Section 16(a) begins:
“The Tenant-Shareholder shall not assign this Proprietary Lease or transfer the Shares to which it is appurtenant or any interest therein, except as explicitly provided herein. No assignment or transfer shall take effect as against the Apartment Corporation for any purpose, until . . .”
The undersigned shareholder(s) of 77 Bleecker Street Corp. (the “Apartment Corporation”) consents to amending Paragraph 16(a) of the Apartment Corporation’s Proprietary Lease by adding a new subparagraph (vii).
(vii) (A) Except as provided in subsection (B) below, the assignee will have made a capital contribution to the Apartment Corporation in an amount equal to three percent (3.0%) of the Purchase Price (the “Capital Contribution”). Upper case terms specific to this section are defined below.
(B) Notwithstanding subsection (A), an assignee in any of the following transfers will be exempt from making the Capital Contribution: (1) A transfer under a Contract of Sale executed prior to 180 days after enactment of this amendment [Shareholders to be notified and a record kept of such date of enactment]; (2) a transfer to a member or members of the Tenant-Shareholder’s Immediate Family whether during the Tenant-Shareholder’s life or upon death by will or intestate succession; (3) a transfer to another shareholder of the Apartment Corporation.
(C) “Purchase Price” is the purchase price for the transfer of the Shares and assignment of the Proprietary Lease in the Contract of Sale, or if there is no monetary consideration for the transfer and assignment or the Board of Directors determines that the Contract of Sale does not reflect the actual purchase price, the fair market value of the Shares and Proprietary Lease as determined by an independent appraisal prepared at the Tenant-Shareholder’s expense. “Contract of Sale” means the binding agreement for the transfer of the Shares and assignment of the Proprietary Lease. “Domestic Partner” is anyone so designated by the Board, in its sole discretion, after taking into account the factors set forth in section 2520.6(o)(2) of the Rent Stabilization Code. “Immediate Family” means children, adult siblings, parents, spouse, and Domestic Partner of the Tenant-Shareholder.