Exhibit 10.52
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 15th day of February 2023 by and between Greystone Housing Impact Investors LP (formerly known as America First Multifamily Investors, L.P.), a Delaware limited partnership (the “Partnership”), and the investor signatory hereto (the “Investor”).
WHEREAS, the Investor holds the securities of the Company set forth on the Investor’s signature page attached hereto (the “Existing Securities”);
WHEREAS, subject to the terms and conditions set forth in this Agreement, the Partnership desires to exchange with the Investor, and the Investor desires to exchange with the Company, the Existing Securities for the Series A-1 Preferred Units representing limited partnership interests of the Partnership set forth on the Investor’s signature page hereto (the “Series A-1 Preferred Units” or the “Exchange Securities”) having the rights, preferences, and privileges set forth in that certain Designation of the Preferences, Rights, Restrictions, and Limitations of the Series A-1 Preferred Units attached as Exhibit A- 1P to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of December 5, 2022 (the “Certificate of Designations”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises and the mutual agreements, representations and warranties, provisions, and covenants contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, the Investor shall, and the Partnership shall, exchange the Existing Securities for the Exchange Securities. Subject to the conditions set forth herein, the exchange of the Existing Securities for the Exchange Securities shall take place at the offices of Greystone AF Manager LLC, which is the general partner of the general partner of the Partnership (the “General Partner”), on February 15, 2023, or at such other time and place as the General Partner and the Investor mutually agree (the “Closing” and the “Closing Date”). At the Closing, the following transactions shall occur (such transaction, an “Exchange”):
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Section 2. Closing Conditions.
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Section 3. Representations and Warranties of the Partnership. The Partnership hereby represents and warrants to the Investor that:
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Section 4. Representations and Warranties of the Investor. The Investor hereby represents, warrants, and covenants to the Partnership that:
relied upon, appropriate professional advice regarding the investment, tax, and legal merits and consequences of this Agreement and the ownership of the Series A-1 Preferred Units.
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Section 5. Additional Covenants.
Section 6. Miscellaneous.
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[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date first set forth above.
THE PARTNERSHIP:
Greystone Housing Impact Investors LP
By: /s/ Kenneth C. Rogozinski
Kenneth C. Rogozinski, CEO
INVESTOR:
Name of Investor: | Pacific Premier Bank |
Address of Investor: | 17901 Von Karman Avenue, Suite 1200, Irvine CA 92641 |
Signature of Authorized Signatory: | /s/ Eddie Wilcox |
Name and Title of Authorized Signatory: | Edward Wilcox President & Chief Operating Officer |
Signature of Authorized Signatory: | /s/ Ron Nicolas |
Name and Title of Authorized Signatory: | Ronald Nicolas Sr. EVP/Chief Financial Officer |
Number of Existing Securities Held by Investor: | 700,000 Series A Preferred Units representing limited partnership interests of the Partnership |
Number of Series A-1 Preferred Units Issued to Investor: | 700,000 |
Aggregate Amount of Investment: | $7,000,000 |
Date Signed by Investor: | February 15, 2023 |
SELECTION OF DESIGNATED TARGET REGION:
The Investor indicated above hereby selects the following as the Designated Target Region for the Investor’s investment:
Complete One:
The State of |
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The multi-state region including |
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The metropolitan area(s) of |
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The entire United States |
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The Investor may also request an allocation of capital to specific investments already within the portfolio. Such requests to be allocated as according to the “CRA Credit Allocation Methodology” set forth in the prospectus (the “Prospectus”) that is made part of the Registration Statement and subject to confirmation by the General Partner.
Property Name | State | County | Allocation Request Amount |
Hope On Avalon | CA | Los Angeles | $2,000,000 |
15 West Apartments | WA | Clark | $5,000,000 |
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| TOTAL: | $7,000,000 |
By signing this Agreement, the Investor acknowledges reading and agrees to the provisions set forth in the section captioned “CRA Credit Allocation Methodology” of the Prospectus. The Investor acknowledges that the General Partner provides no guarantee that the Investor will receive CRA credit for its investment in the Series A-1 Preferred Units.
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