Contract analysis

1. The Property The "Property" shall mean the real property and improvements located at 450 West 34th Street, New York, New York 10001, designated as Block 754, Lot 42, Borough of Manhattan, New York County, State of New York, on the Tax Map of the City of New York, together with all appurtenances thereto. The Property consists of a fourteen (14)-story mixed-use building plus cellar, originally constructed in 1928 an

2. Purchase Price The gross purchase price for the Property shall be One Hundred Twenty Million Dollars ($120,000,000) (the "Purchase Price"), payable in full by Purchaser in immediately available funds at Closing, subject to customary prorations, adjustments, and credits as shall be set forth in the PSA. The Purchase Price reflects an implied capitalization rate of approximately 5.80% based on annualized in-place ne

3. Earnest Money Deposit (a) Initial Deposit. Within three (3) business days following the full execution and delivery of the PSA by both parties, Purchaser shall deposit the sum of Six Million Dollars ($6,000,000) (the "Initial Deposit"), representing five percent (5%) of the Purchase Price, into escrow with Prestige Escrow Services LLC, 1 Penn Plaza, Suite 4500, New York, New York 10119 (the "Escrow Agent"), to be

4. Due Diligence Period (a) Duration. The "Due Diligence Period" shall commence on the date of full execution of the PSA by both parties and shall expire at 5:00 p.m. Eastern Time on the date that is forty-five (45) calendar days thereafter. If the PSA is executed on the target date of April 11, 2026, the Due Diligence Period would expire on May 26, 2026. (b) Scope of Investigations. During the Due Diligence Period,

5. Title and Survey (a) Deed. At Closing, Seller shall convey the Property to Purchaser (or Buyer's Designee, as applicable) by a duly executed and acknowledged bargain and sale deed with covenant against grantor's acts, in proper statutory form for recording in the Office of the City Register of the City of New York, New York County, free and clear of all liens, encumbrances, mortgages, judgments, and exceptions to

6. Tenant Leases and Estoppels (a) Occupancy. The Property is currently approximately 87.4% occupied, based on rentable square footage, as follows: (b) Major Commercial Tenants. The following tenants are among the principal commercial tenants occupying space at the Property: • Harmon & Voss Retail Partners LLC (retail — Floors 1–2); • Solstice Wellness Studio Inc. (retail — Floor 2); • Ridgepoint Consulting Group LLC

7. Property Management The Property is currently managed by Atlas Urban Management Corp. (contact: Gerald Fitch, Vice President) pursuant to a management agreement between Seller and Atlas Urban Management Corp. with a term extending through December 31, 2027, at a management fee of four percent (4.0%) of effective gross income collected from the Property. Purchaser reserves the right, in its sole discretion, to eith

8. Representations and Warranties The PSA shall contain customary representations and warranties of Seller with respect to the Property and the transaction, including, without limitation, representations and warranties regarding the following matters: (a) Authority and Capacity. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York; Seller

9. Prorations and Adjustments The PSA shall provide for customary prorations and adjustments between Seller and Purchaser, computed as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, including, without limitation, the following: (a) Real property taxes and assessments (the current Fiscal Year 2025/2026 annual real property tax liability is approximately $2,640,000); (b) Collected rents,

10. Transfer Taxes and Closing Costs (a) Seller's Responsibility. Seller shall be responsible for the payment of the following costs and expenses in connection with the Closing: (i) New York City Real Property Transfer Tax (RPT) on the conveyance of the Property: $120,000,000 × 2.625% = $3,150,000; (ii) New York State Real Estate Transfer Tax on the conveyance of the Property: $120,000,000 × 0.65% = $780,000; (iii) T

11. Financing (a) Financing Plan. Purchaser intends to finance the acquisition of the Property with a combination of the following sources: (i) Senior Acquisition Mortgage. Purchaser is in discussions with Pinnacle Federal Savings Bank regarding a senior acquisition mortgage loan in an amount of up to $78,000,000 (representing approximately 65% of the Purchase Price on a loan-to-value basis). Indicative terms discuss

12. Closing (a) Target Closing Date. The parties shall use good faith efforts to close the transaction on or before June 30, 2026 (the "Target Closing Date"). (b) Outside Closing Date. In no event shall either party be obligated to close after July 31, 2026 (the "Outside Closing Date"), unless the parties mutually agree in writing to extend such date. (c) Location. The Closing shall take place at the offices of Grani

13. Conditions to Closing (a) Purchaser's Conditions. Purchaser's obligation to close shall be conditioned upon the satisfaction (or waiver by Purchaser) of the following conditions, among other conditions to be negotiated and set forth in the PSA: (i) All representations and warranties of Seller contained in the PSA shall be true, correct, and complete in all material respects as of the Closing Date with the same fo

14. Casualty and Condemnation In the event that, prior to Closing, the Property suffers a casualty (whether by fire, flood, or other cause) or becomes the subject of a condemnation or eminent domain proceeding, the PSA shall contain customary provisions addressing Purchaser's rights and obligations, including the following: (a) in the event of a material casualty or material condemnation (as such terms shall be defin

15. Default and Remedies (a) Seller Default. In the event of a default by Seller under the PSA, Purchaser shall be entitled to (i) a full and prompt return of all Deposits (together with all accrued interest thereon), and (ii) at Purchaser's election, either (A) specific performance of Seller's obligations under the PSA, or (B) an action for damages against Seller. The specific scope and limitations (if any) on Purch

16. Exclusivity (Binding) This Section 16 is binding and enforceable upon execution of this LOI by both parties. From the date of execution of this LOI until the earliest to occur of: (a) the date that is sixty (60) calendar days from the date hereof (i.e., May 13, 2026); (b) the date of execution of the PSA by both parties; or (c) the date on which this LOI is terminated in writing by either party in accordance with

17. Confidentiality (Binding) This Section 17 is binding and enforceable upon execution of this LOI by both parties and shall survive any termination or expiration of this LOI. Each party agrees to keep strictly confidential the terms and existence of this LOI and all information (whether written, oral, electronic, or otherwise) exchanged between the parties or their respective representatives in connection herewith

18. Broker Seller and Purchaser each hereby represent and warrant to the other that it has not engaged, dealt with, or been represented by any broker, finder, agent, or other intermediary in connection with the transaction contemplated by this LOI. Each party shall indemnify, defend, and hold harmless the other party from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (incl

19. Governing Law (Binding) This Section 19 is binding and enforceable upon execution of this LOI by both parties. This LOI shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts

20. Costs and Expenses This Section 20 is binding and enforceable upon execution of this LOI by both parties. Each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this LOI and the negotiation, preparation, and execution of the PSA, whether or not the transaction contemplated hereby is ultimately consummated. Neither party shall have any claim agai

21. Definitive Agreement The parties shall negotiate in good faith toward the execution of a mutually acceptable PSA containing the terms and conditions described herein, together with such additional terms and conditions as are customary in transactions of this nature. The target date for execution of the PSA is April 11, 2026. The PSA shall be prepared initially by Purchaser's counsel, Calderwood & Harkness LLP, an

22. Counterparts and Electronic Execution This LOI may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Signatures to this LOI delivered by electronic transmission, including by portable document format (PDF) via email or other electronic means, shall be deemed original signatures for all purposes and shal

23. Expiration This LOI shall automatically expire and be of no further force or effect if it has not been executed and delivered by both parties by 5:00 p.m. Eastern Time on March 14, 2026. We appreciate the opportunity to present this Letter of Intent and look forward to working cooperatively with you and your counsel toward the timely negotiation and execution of the PSA. If the foregoing terms are acceptable, ple