Contract analysis

Section 1.1 — Assignment of Leases. Assignor hereby assigns, transfers, sets over, and conveys to Assignee all of Assignor's right, title, and interest as landlord in, to, and under the Leases, effective as of the Closing Date, including, without limitation: (a) all rents, additional rents, operating expense escalations, tax escalations, common area maintenance charges, percentage rents (if any), and all other sums,

Section 1.2 — Assignment of Security Deposits. Assignor hereby assigns, transfers, and delivers to Assignee all Security Deposits held by Assignor under the Leases as of the Closing Date, whether in cash, letters of credit, or other instruments of security, as more particularly set forth on Schedule 2 attached hereto and incorporated herein by reference. At Closing, Assignor shall deliver or cause to be delivered to

Section 1.3 — Assignment of Tenant Files. Assignor hereby assigns and delivers to Assignee all tenant files, correspondence, lease files, tenant notices, estoppel certificates, subordination, non-disturbance, and attornment agreements, consents, and records pertaining to the Leases and the tenants of the Property, to the extent such files, correspondence, and records are in the possession or control of Assignor or As

Section 2.1 — Assumption of Leases by Assignee. Assignee hereby assumes all of the obligations, covenants, conditions, and duties of Assignor as landlord under the Leases, to the extent such obligations, covenants, conditions, and duties arise from and after the Closing Date. Without limiting the generality of the foregoing, Assignee agrees to perform, observe, and comply with all of the terms, conditions, and provis

Section 2.2 — Pre-Closing Obligations Retained by Assignor. Notwithstanding anything to the contrary contained in this Assignment, Assignor shall remain responsible for and shall indemnify, defend, and hold harmless Assignee (in accordance with Article 5 hereof) with respect to all landlord obligations under the Leases that accrued prior to the Closing Date, including, without limitation: (a) any unfulfilled tenant i

Section 3.1 — Rent Prorations. All rents, additional rents, operating expense escalations, tax escalations, common area maintenance charges, percentage rents (if any), and all other charges and amounts payable by tenants under the Leases shall be prorated as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, in accordance with Article 9 of the Agreement. Assignor shall be entitled to receiv

Section 3.2 — Delinquent Rents. No credit shall be given to Assignor at Closing for any rents, additional rents, or other charges that are due and payable by any tenant under the Leases but remain uncollected as of the Closing Date ("Delinquent Rents"). Following the Closing, Assignee shall use commercially reasonable efforts to collect Delinquent Rents in the ordinary course of its management of the Property; provid

Section 4.1 — Assignor's Representations. Assignor hereby represents and warrants to Assignee, as of the Closing Date, as follows: (a) Completeness of Lease Schedule. The Leases listed on Schedule 1 attached hereto constitute all of the leases, subleases, licenses, and occupancy agreements affecting the Property as of the Closing Date. There are no other leases, subleases, licenses, occupancy agreements, or rights of

Section 4.2 — Assignee's Representations. Assignee hereby represents and warrants to Assignor, as of the Closing Date, as follows: (a) Organization and Existence. Assignee is a Delaware limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in the State of New York. (b) Power and Authority. Assignee has full limited liab

Section 5.1 — Assignor's Indemnification. Assignor shall indemnify, defend, and hold harmless Assignee and its members, managers, officers, employees, agents, successors, and assigns (collectively, the "Assignee Indemnified Parties") from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys

Section 5.2 — Assignee's Indemnification. Assignee shall indemnify, defend, and hold harmless Assignor and its members, managers, officers, employees, agents, successors, and assigns (collectively, the "Assignor Indemnified Parties") from and against any and all Losses arising out of or related to: (a) any breach or non-performance of Assignee's obligations as landlord under the Leases to the extent such obligations

Section 5.3 — Survival. The indemnification obligations set forth in this Article 5 shall survive the Closing and the delivery of this Assignment for a period of eighteen (18) months following the Closing Date, which survival period is consistent with, and shall not exceed, the survival period set forth in Article 11 of the Agreement. No claim for indemnification under this Article 5 may be made or asserted after the

ARTICLE 6 MISCELLANEOUS PROVISIONS

Section 6.1 — Binding Effect; Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Assignee shall not assign this Assignment or any of its rights or obligations hereunder without the prior written consent of Assignor, except as otherwise permitted by the Agreem

Section 6.2 — 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 law 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 Parties hereby s

Section 6.3 — Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Assignment and of signature pages by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to pres

Section 6.4 — Conflict with Agreement. This Assignment is delivered pursuant to the Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Agreement, the terms and provisions of the Agreement shall govern and control in all respects. Nothing in this Assignment is intended to, nor shall it be construed to, modify, ame

Section 6.5 — Entire Agreement. This Assignment, together with the Agreement and the other closing documents executed and delivered in connection therewith (including, without limitation, the deed, the bill of sale, the assignment of contracts, and the various closing certificates and affidavits), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreem

Section 6.6 — Amendment. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument executed by both Assignor and Assignee. No waiver of any term, provision, or condition of this Assignment shall be construed as a waiver of any other term, provision, or condition, nor shall a waiver of any breach of this Assignment be construed as a waiver of any subsequent breach.

Section 6.7 — Notices. All notices, requests, demands, consents, and other communications under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Article 14 of the Agreement. For purposes of this Assignment, notices shall be sent to the following addresses (or to such other address as any Party may hereafter designate by written notice to the other Party): If

1. All square footage figures are approximate and based on the landlord's measurement standards as applied in the respective Leases. Actual usable and rentable square footage may vary.

2. Annual base rent figures for commercial tenants reflect current contract rent as of the Closing Date and do not include additional rent, operating expense escalations, tax escalations, or other charges payable under the Leases.

3. Residential monthly rents reflect the current legal regulated rent as of the Closing Date. All residential units are subject to the Rent Stabilization Law of 1969 and the Rent Stabilization Code, as amended by the Housing Stability and Tenant Protection Act of 2019.

4. Two (2) residential units (10G and 12H) are currently vacant as of the Closing Date. These units remain subject to rent stabilization upon re-leasing.

5. The sublease by Ridgepoint Consulting Group LLC to Ridgepoint Analytics LLC on Floor 4 (approximately 6,500 SF) was consented to by the landlord pursuant to a consent letter dated March 15, 2023.

6. The lease with Meridian Cowork LLC (Floor 9, Suite 902) is with an affiliate of Assignor. Assignor represents that the terms of such lease are on arm's-length, market-rate terms.

7. Assignor represents and warrants that this Schedule 1 is a complete and accurate list of all leases, subleases, licenses, and occupancy agreements affecting the Property as of the Closing Date. SCHEDULE 2 SECURITY DEPOSITS 450 West 34th Street, New York, New York 10001 Block 754, Lot 42, Borough of Manhattan The following is a complete and accurate list of all Security Deposits held by Assignor (or Assignor's agen

1. All residential security deposits are held in a single interest-bearing trust account at Signature Bridge Bank (successor), N.A. (Account No. xxxxxx9201), in compliance with New York General Obligations Law Section 7-103. Interest accruing on such deposits (less the statutory one percent (1%) per annum administrative fee permitted to be retained by the landlord) is the property of the respective residential tenant

2. Units 10G and 12H are vacant as of the Closing Date, and no Security Deposits are held for such units.

3. The letter of credit held as security for the obligations of Ridgepoint Consulting Group LLC was issued by Greaves Bancorp (L/C No. JPMSLC-2020-04871) in the original face amount of $764,500.00 and is set to expire on November 30, 2030 (sixty (60) days after the current lease expiration, with an evergreen auto-renewal provision). The letter of credit is transferable, and the transfer fee is the responsibility of t

4. Assignor represents that this Schedule 2 is a complete and accurate list of all Security Deposits held by Assignor or its agents with respect to the Leases as of the Closing Date. ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this _ day of ___, 2026, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Victor S. Papadopoulos, personally known to me o