INDEX NO. 652857/2016 FILED: NEW YORK COUNTY CLERK 07/18/2016 06:44 PM NYSCEF DOC. NO. 182 12 RECEIVED NYSCEF: 05/11/2018 07/18/2016 EXHIBIT 6 (151 EAST HOUSTON HOTEL ACQUISTION DOCUMENTS) DOCUMENTS}
AGREEMElU' "Agreement" THIS AGREEMENT, (this "Agreement"), made as of this day of June, 2014, by and between SOHO NEW YORK LODGING, LLC, a New York Limited Liability Company with its principal place of business located at 151 East Houston Street, New York, New York (" Seller" 10002 ("Seller"), and 151 East Houston Acquisition LLC., a New York limited liability company, having an address c/o Benedetto Cico, 330 San Anselmo Avenue, San Anselmo, California 94960 ("Purchaser"). Preliminary Statement WHEREAS, Seller is the owner of certain real property located at 151 East Houston Street, New York, New York 10002, generally known as Hotel East Houston, and all of the Property" buildings and improvements situated on the land (hereinafter the "Real Property"); WHEREAS, Seller and Munitalp Corp. entered into a Purchase and Sale Agreement dated as of February 6, 2013, for the sale and purchase of the Real Property, as modified by letter agreements dated as of February 15, 2013, March 1, 2013, March 6, 2013, March 11, 2013, March 12, 2013, March 21, 2013, March 28, 2013, April 12, 2013, May 3, 2013, May 31, 2013, July 1, 2013, July 2, 2013, July 3, 2013, July 8, 2013, July 9, 2013, and July 10, 2013, assigned to Purchaser by Assignment dated as of September 23, 2013 and further modified by letter agreements dated as of September 27, 2013, October 4, 2013, October 7, 2013, October 9, 2013, October 17, 2013, October 24, 2013, October 31, 2013, November 7, 2013, November 14, 2013 November 27, 2013, December 5, 2013, December 12, 2013, December 20, 2013, January 2, 2014, January 6, 2014, January 7, 2014, January 9, 2014, January 17, 2014, January 24, 2014, February 7, 2014, February 21, 2014, February 24, 2014, March 7, 2014, March 20, 2014, April 1, 2014, April 15, 2014, April 30, 2014, May 14, 2014, May 27, 2014, May 28, 2014 and May Contract" 30, 2014 (collectively, the "Original Contract"); and WHEREAS, the parties have mutually agreed to terminate the Original Contract and the parties desire to confirm the possible new agreement between the parties upon the terms and conditions set forth herein. NOW THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: 1. The Original Contract has been terminated and all deposits delivered to date by Purchaser in the aggregate amount of $1,100,000.00 have been released to Seller. Purchaser waives any/all rights to any/all deposits made pursuant to the Original Contract. 2. From the date hereof through and including Sp.m. EST on June 30, 2014 (the Date" "Outside Date"), Seller may market the Real Property and enter into a contract for the sale and purchase of the Real Property with a bona fide third party purchaser
for a purchase price of not less than $18,875,000.00 (hereinafter, the "Third Party Contract" Contract"). 3. In the event that (a) Seller fails to enter into a valid Third Party Contract on or before 5p.m. EST on the Outside Date, and (b) Purchaser delivers to T. Stephen Song, Esq., Seller's attorney/escrow agent, via wire transfer or official bank checks, the sum of $425,000.00 by 5:00p.m. on July 1, 2014, then the parties agree to enter into a new contract for the purchase and sale of the Real Property. The new contract between the parties shall have the same terms and conditions of the Original Contract, except for the following: the Contract Price shall be $18,875,000.00; the Contract Deposit due on execution shall be $1,525,000.00 (Seller to provide a credit to Purchaser in the amount of $1,100,000.00); an Additional Deposit in the amount of $7,000,000.00 shall be due on August 13, 2014; and the balance of the Purchase Price will be due at Closing on September 30, 2014. 4. In the event Seller does enter into a valid Third Party Contract on or before the Outside Date, Seller shall provide written notice of same to Purchasers counsel via email at stuero@gwfglaw.com immediately following the execution of such Third Party Contract but in no event later than 5p.m. EST on the Outside Date, together with a copy of the executed Third Party Contract. Seller's failure to provide Purchaser with such notice and a copy of the fully executed Third Party Contract on or before Sp.m. EST on the Outside Date shall be deemed evidence of Seller's failure to enter into such Third Party Contract. THIS SPACE INTENTIONALLY LEFT BLANK SIGNATURES FOLLOW ON THE NEXT PAGE
.km AnM 12 2014 1129AM HP Fax page 8. IN WTENESS WHERFA FP the parties hereto have duly executed this Agreement the day and year first above written. SELLER: SCHO NEW YORK LODOIN,. Qu 8 Tm Sup An, Managmg M PU RR: 151 HOUSTON ACQUISTION LLC Beaedetto Ciao, ZooorZOOOI5 zooo/zooolm HHH H38 CCOOLLLZTK CZOOLLLZTZ XVI XVd Wd Kd 80:8 FTOKr9Tr90 FTOZ/9T/80
Jun 13 2014 08:36AM HP Fax page 1 s Law Ogices T Stephen of Song, RC. ~ ~ 154-08 NO1tTHERN BLVD. #2G, FLUSHDiG, NY 11354 TEL: 718-321-0770 FAX: - 718-3214799 asong@seephensong.net ~ June 12, 2014 Via Email (stuero@gwfglaw.coral Goldberg Weprin Finkel Goldstdin LLP 22nd 1501 Broadway, Fl. New York, NY 10038 Attn: Sergio J. Tuero, Esq. Re: Independent Cor tractor Agreement dated November 27, 2013, by and between JI N SUP AN ("Cor tractor") and 151 EAST HOUSTON ACQUISITION LLC (" Guarantor" ("Company") an BENEDETTO CICO ("Guarantor") for Contractor to provide Company with cc asulting work in the area of general hotel management at hotel located at 151 Ea it Houston St., New York, NY 10002 and for Company and Guarantor to pay Contractor$3,250,000, as modified by letter agreement dated as of December 5. 2013, December 12, 2013, December 19, 2013, January 2, 2014, January 6, ; 014, January 7, 2014, January 10, 2014, January 17, 2014, January 24, 2014, February 7, 2014, February 21, 2014, February 24, 2014, March 7, 2014, N arch 20, 2014, April 1, 2014, April 15, 2014, April 30, 2014, May 14, 2014, Mty 27, 2014, May 28, 2014 and May 30, 2014 (collectively, the "Contract" "Contract") Dear Mr. Tuero: This letter shall serve as an agreement between the parties as to certain amendments and/or modification to the Con ract. Any capitalized term not defined herein shall have the meaning set forth in the Cont act. In the event of any conflict between the terms and conditions of this letter and t te terms and conditions of the Contract, it is agreed and understood that the terms and :onditions of this letter shall supersede and prevail. All terms and conditions of the Contract n at expressly modified by the terms of this letter shall remain in full force and effect. The parties hereby agree that he Contract Is modified as follows: The Hotel Contract is deemed cancelled and Soho New York Lodging, LLC and Company may or may not enter into a new agreement for the purchas t and sale of same commercial property and hotel located at the Premises. If Soho New York Lodging, LLC and Company DO NOT enter into a new agreement for the purchase an( sale of same commercial property and hotel located at the Premises, this Contract shall automatically terminate with no further notice required by either party and Company agrees to waive any/all rights it may have to the Initial Payment already made in the amount of $150,00 1.00. If Soho New York Lodging, LLC and Company 00 enter into a new agreement for the 7urchase and sale of same commercial property and hotel located at the Premises, the Initi I Payment amount of $325,000.00 to be paid by Company to
Jun 13 2014 08:36AM HP Fax Page 2 une 12, 2014 Page 2 Contractor as stated in Section t(a) of the Contract is modified to occur as follows: $150,000.00 on May 14, 2014 (receipt of t ame is hereby acknowledged by Contractor) which is hereby deemed released and non-res undable and $175,000.00 on or before July 1, 2014. The remaining balance of $3,175,00).00.00 is to be paid by Company to Contractor upon the closing of title for the purchase and sale o i same commercial property and hotel located at the Premises. For the purposes of the foregoing provisions, any notices sent via email to Company's counsel or Contractor's couns al, as the case may be, shall be deemed proper notice to Company or Contractor, respect vely. Please acknowledge yot r agreement to the above by executing a copy of this tetter below and faxing or emalling sat le to my attention. Sincerely, en Song COMPANY: 151 HOUSTON A UISITIC ' pff.lc CONyRACTOR: : Benedetto Cico Name: Jin Sup An Title: Date: Date: G NTOR: I (. Name: Bencdetto Cico Date: 1 zooortoooi5 Scoot.lLKTK xvi Rd :c rtokrot/90