SECOND AMENDMENT TO
PREFERRED STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT (this
"Amendment") is made and entered into as of February 18, 1998 between CRIIMI
MAE Inc., a Maryland corporation (the "Company"), and MeesPierson Investments
Inc., a Delaware corporation (the "Investor").
WHEREAS, the Company and MeesPierson Clearing Services B.V., a
Netherlands corporation ("MeesPierson"), entered into a Preferred Stock
Purchase Agreement dated as of March 19, 1997, as amended (the "Agreement"),
pursuant to which, among other things, MeesPierson agreed to purchase from the
Company up to 300,000 shares of the Company's Series C Preferred Stock, par
value $.01 per share (the "Series C Preferred Stock"), on the terms and
subject to the conditions set forth therein;
WHEREAS, on December 30, 1997, MeesPierson assigned an undivided
interest in and to all rights and obligations under the Agreement to the
Investor; and
WHEREAS, the Parties wish to further amend the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and agreements made herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the Parties agree as follows:
I. Definitions. Unless otherwise defined in this Amendment, all
capitalized terms shall have the meanings given such terms in the
Agreement.
II. Amendment to Article I. Article I of the Agreement is hereby amended
by deleting subsection 1.1(a)(ii) in its entirety and replacing it
with the following:
"(ii) if upon exercise of the put option the Investor would
beneficially own more than 250,000 shares of the Series C Preferred
Stock or"
III. Ratification. Except as expressly amended by this Amendment, the
Agreement shall remain in full force and effect and the Agreement is
hereby ratified and confirmed as of the date first written above.
IV. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Maryland, without regard to
the principles of conflicts of law of such state.
V. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.
VI. Restatement. The applicable provisions of this Amendment may be
incorporated into an amended and restated version of the Agreement,
which Agreement as amended and restated shall be the Stock Purchase
Agreement dated as of March 19, 1997, as amended as of the date of
this Amendment. All references in an amended and restated version of
the Agreement to "as of the date hereof" and similar language are
understood to mean March 19, 1997.
VII. Corporate Authority; Etc. Each of the Company and the Investor
represents that it has taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
CRIIMI MAE INC. MEESPIERSON INVESTMENTS INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer Title: President/CEO
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: EVP and General Counsel