Contract analysis

Section 1 — Assignment Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Closing Date (August 15, 2025), all of Assignor's right, title, and interest as tenant under each of the Leases identified and described on Exhibit A attached hereto, together with all of the following rights and interests to the extent arising under, held pursuant to, or otherwise

Section 2 — Assumption 2.1 Assignee hereby accepts the foregoing assignment and assumes and agrees to perform, observe, and discharge all of the terms, covenants, conditions, and obligations of the tenant under each of the Leases arising or accruing on or after the Closing Date (August 15, 2025), including without limitation: (a) the payment of all rent, additional rent, percentage rent (if applicable), and all other

Section 3 — Proration of Rent and Charges 3.1 Rent, additional rent, common area maintenance charges, real estate taxes, insurance contributions, utilities (to the extent payable under the Leases), and all other periodic charges payable under each Lease (collectively, "Periodic Charges") shall be prorated between Assignor and Assignee as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date (th

Section 4 — Security Deposits 4.1 The security deposits held by each landlord under the respective Leases as of the date hereof are identified on Exhibit A (each, a "Security Deposit"). The aggregate amount of Security Deposits held by landlords under the Leases is approximately Three Hundred Sixty-Five Thousand Dollars ($365,000). 4.2 To the extent any Security Deposit is transferable to Assignee under the terms of

Section 5 — Landlord Consents 5.1 The assignment of each Lease pursuant to this Assignment is subject to and conditioned upon the receipt of the applicable Landlord Consent as required under the terms of such Lease. The Parties hereby confirm that the Landlord Consents for all nine (9) Leases have been obtained as of the date hereof, and executed copies of each such Landlord Consent are attached hereto as Exhibit B.

Section 6 — Assignor's Representations and Warranties Assignor hereby represents and warrants to Assignee, as of the Closing Date, as follows: (a) Full Force and Effect. Each Lease listed on Exhibit A is in full force and effect and constitutes a valid and binding obligation of Assignor and, to the knowledge of Assignor, of the applicable landlord, enforceable in accordance with its terms, subject to applicable bankr

Section 7 — Indemnification 7.1 Assignor Indemnification. Assignor shall indemnify, defend, and hold harmless Assignee and its affiliates, and their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Assignee Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, costs, and expenses (inclu

Section 8 — Covenants 8.1 Assignor Cooperation. Following the Closing Date, Assignor shall reasonably cooperate with Assignee to effectuate the orderly transfer of each Lease, including by: (a) executing and delivering estoppel certificates, subordination, non-disturbance, and attornment agreements, or other documents reasonably requested by landlords, lenders, or Assignee in connection with the assignment of the Lea

Section 9 — Purchase Agreement Controls In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Purchase Agreement, the Purchase Agreement shall govern and control in all respects. This Assignment is delivered pursuant to and in accordance with the Purchase Agreement and is subject in all respects to the terms, conditions, repre

Section 10 — Binding Effect; Successors and Assigns This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent may be withheld in the sole discretion of the non-assigning Party;

Section 11 — Notices All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment (each, a "Notice") shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 11.02 of the Purchase Agreement. For purposes of this Assignment, the principal notice addresses of the Parties are as follows: If to Assigno

Section 12 — Governing Law This Assignment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The foregoing governi

Section 13 — Counterparts; Electronic Signatures This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile transmission or by electronic transmission in portable document format (.pdf) or other electronic format sh

Section 14 — Entire Agreement; Amendment This Assignment, together with the Purchase Agreement, the Landlord Consents, and all other documents, instruments, certificates, schedules, and exhibits delivered in connection with the Closing (collectively, the "Transaction Documents"), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, repre

Section 15 — Severability If any provision of this Assignment is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Assignment or the validity, legality, or enforceability of such provision in any other j

Section 16 — Further Assurances Each Party shall, from time to time after the date hereof, at the reasonable request of the other Party and without further consideration, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions, as may be reasonably necessary or desirable to carry out the purposes and intent of this Assignment and to vest in Assignee full