Fortress Investment Group LLC → Broad Street Realty, Inc. BRST

Item 4 is hereby as amended to incorporate the following at the end thereof: Preferred Membership Interest and Warrant Purchase Agreement: On January 31, 2025, CF Flyer PE Investor LLC and CF Flyer Mezz Holdings LLC (collectively, "Seller") entered into a Preferred Membership Interest and Warrant Purchase Agreement (the "Preferred Membership Interest and Warrant Purchase Agreement") with FMC BRST Preferred LLC ("Purchaser") and Broad Street Realty, Inc. (the "Company"). Upon the terms of and subject to the conditions set forth in the Preferred Membership Interest and Warrant Purchase Agreement, Purchaser will purchase (i) 100% of the preferred membership interests held by Seller in Broad Street Eagles JV, LLC ("Broad Street Eagles JV"), a subsidiary of the Company, and (ii) the outstanding warrant by Seller to purchase 2,560,000 shares of common stock of the Company at an exercise price of $0.01 per share (subject to certain adjustments), collectively, for the purchase price of $105,487,017.21 (collectively, the "Preferred Membership Interest and Warrant Purchase"). Following the closing of the Preferred Membership Interest and Warrant Purchase, Seller will have no remaining ownership in Broad Street Eagles JV and no remaining outstanding warrant to purchase shares of common stock of the Company. The closing of the Preferred Membership Interest and Warrant Purchase is expected to be completed on or before February 28, 2025, unless extended as set forth in the Preferred Membership Interest and Warrant Purchase Agreement. The Preferred Membership Interest and Warrant Purchase Agreement contains customary representations, warranties and covenants of the parties. Consummation of the Preferred Membership Interest and Warrant Purchase is subject to (i) the representations and warranties of each party being true and correct as of the closing date, (ii) the Company providing a written waiver and release of claims in the form attached to the Preferred Membership Interest and Warrant Purchase Agreement, (iii) delivery of a Warrant Assignment Agreement, Interest Assignment Agreement and Registration Rights Agreement, Governance Agreement and Cash Flow Pledge Assignment Agreement, each in the form attached to the Preferred Membership Interest and Warrant Purchase Agreement, (iv) delivery of consent by American General Life Insurance Company and The Variable Annuity Life Insurance Company ("Senior Lender"), as senior mortgage lender to a subsidiary of Broad Street Eagles JV, to Purchaser's acquisition of the preferred membership interest in Broad Street Eagles JV, and (v) the delivery by Seller of resignations from its designees who are serving as a director on the Board of Directors of the Company and as a Board Observer to the Company. The foregoing summary of the Preferred Membership Interest and Warrant Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Preferred Membership Interest and Warrant Purchase Agreement, a copy of which is attached as Exhibit 99.8 hereto and is incorporated by reference in its entirety into this Item 4. Note Sale and Assignment Agreement: On January 31, 2025, CF Flyer Mezz Lender LLC ("Note Seller") entered into a Note Sale and Assignment Agreement (the "Note Purchase Agreement") with FMC BRST Mezzanine LLC ("Note Purchaser") and the Company. Upon the terms of and subject to the conditions set forth in the Note Purchase Agreement, Note Purchaser will purchase Note Seller's right, title and interests in and to (i) that certain Mezzanine Loan Agreement ("Mezzanine Loan Agreement") dated as of November 22, 2022, by and between Note Seller and BSR Midtown Current Parent LLC ("Mezzanine Borrower"), a subsidiary of the Company, (ii) that certain Mezzanine Promissory Note (the "Mezzanine Note") dated as of November 22, 2022, made by Mezzanine Borrower for the benefit of Note Seller, and (iii) other certain instruments, agreements and other documents securing, guaranteeing or otherwise executed and delivered in connection with the Mezzanine Loan Agreement and the Mezzanine Note, each as further described in the Note Purchase Agreement, for the purchase price of $17,770,816.22, subject to any reductions set forth in the Note Purchase Agreement (the "Note Purchase"). Following the closing of the Note Purchase, the Note Seller will have no remaining interest in the Mezzanine Loan. The closing of the Note Purchase is expected to be completed on or before February 28, 2025, unless extended as set forth in the Note Purchase Agreement. The Note Purchase Agreement contains customary representations, warranties and covenants of the parties. Consummation of the Note Purchase is subject to (i) the representations and warranties of each party being true and correct as of the closing date, and (ii) Senior Lender providing confirmation that Note Purchaser has complied with the requirements of the Intercreditor Agreement dated as of November 2