Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Additional Deposit" shall mean the sum of Three Million and 00/100 Dollars ($3,000,000.00), to be deposited by Purchaser with the Escrow Agent in accordance with Section 2.2(b). "Appurtenant Rights" shall mean all right, title, and interest of Seller in and to all easements, licenses, rights-of-way, ai

ARTICLE II — PURCHASE AND SALE; PURCHASE PRICE

Section 2.1 — Agreement to Sell and Purchase Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, assign, transfer, convey, and deliver the Property to Purchaser, and Purchaser hereby agrees to purchase, acquire, and accept the Property from Seller, for the Purchase Price and upon and subject to the terms and conditions set forth herein. The conveyance of the Property shall b

Section 2.2 — Purchase Price The Purchase Price for the Property shall be One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00), which shall be payable by Purchaser to Seller as follows: (a) Initial Deposit. Within three (3) Business Days after the Effective Date, Purchaser shall deposit the Initial Deposit of Six Million and 00/100 Dollars ($6,000,000.00) with the Escrow Agent by wire transfer of immediate

Section 2.3 — Deposit All Deposits shall be delivered to the Escrow Agent by wire transfer of immediately available funds in accordance with Section 2.2. The Escrow Agent shall hold all Deposits in a segregated, federally insured, interest-bearing account at a commercial bank or other federally insured depository institution reasonably acceptable to both Seller and Purchaser. All interest accruing on the Deposit shal

Section 2.4 — Independent Consideration In addition to and independent of any other consideration hereunder, and simultaneous with the execution and delivery of this Agreement, Purchaser has delivered to Seller the sum of One Hundred and 00/100 Dollars ($100.00) as independent consideration for Seller's execution, delivery, and performance of this Agreement, including, without limitation, for Purchaser's right to ins

Section 3.1 — Due Diligence Period Purchaser shall have a period of forty-five (45) calendar days commencing on the Effective Date and expiring at 5:00 p.m. Eastern Time on the forty-fifth (45th) calendar day thereafter (the "Due Diligence Period") within which to conduct its investigation and due diligence with respect to the Property, the Leases, and all matters related thereto. If the Effective Date is April 11, 2

Section 3.2 — Right of Access and Inspection (a) During the Due Diligence Period, and thereafter through the Closing (subject to Section 3.4), Seller shall provide Purchaser and Purchaser's authorized agents, consultants, contractors, and representatives (including, without limitation, Whitmore Environmental Sciences LLC, Kensington Valuation Group Inc., Clearview Land Surveyors Inc., Halcyon Planning Associates LLC,

Section 3.3 — Document Delivery; Virtual Data Room (a) Within five (5) Business Days after the Effective Date, Seller shall deliver to Purchaser (or make available to Purchaser through a secure virtual data room established by Seller or Seller's counsel) all documents, records, and information identified in the Due Diligence Request List delivered by Purchaser's counsel, Calderwood & Harkness LLP, to Seller's counsel

Section 3.4 — Termination During Due Diligence Period (a) Purchaser shall have the right, in its sole and absolute discretion, for any reason or no reason whatsoever, to terminate this Agreement by delivering written notice of termination (the "Termination Notice") to Seller and the Escrow Agent at any time prior to the expiration of the Due Diligence Period (such right, the "Free Look"). The Termination Notice shall

Section 3.5 — Confidentiality Purchaser agrees to keep strictly confidential all information, documents, data, and materials delivered to or obtained by Purchaser in connection with this Agreement or Purchaser's investigation of the Property (collectively, "Confidential Information"), and shall not disclose any Confidential Information to any person or entity, except as follows: Purchaser may disclose Confidential In

Section 4.1 — Title Commitment Purchaser has ordered, or shall promptly after the Effective Date order, a title commitment (the "Title Commitment") from the Title Company (Granite State Title Insurance Company) with respect to the Property. Purchaser shall obtain an updated title search through the New York City Automated City Register Information System ("ACRIS") and through the Title Company's records. The Title Co

Section 4.2 — Survey Purchaser shall, at Purchaser's sole cost and expense, obtain the Updated Survey. The Updated Survey shall be an ALTA/NSPS Land Title Survey prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including such Table A optional survey responsibilities and specifications as Purchaser may select, prepared by Clearview Land Surveyors Inc. or anoth

Section 4.3 — Permitted Exceptions The following matters shall constitute "Permitted Exceptions" (i.e., matters of title to which Purchaser's fee simple title shall be subject at Closing): (a) The standard printed exceptions contained in the Title Company's form of ALTA Owner's Policy of Title Insurance, to the extent not eliminated by the delivery of an ALTA survey, title affidavit, or other documentation at Closing

Section 4.4 — Title Objections (a) Purchaser shall deliver to Seller written notice of any objections to title or survey matters (collectively, "Title Objections") within the earlier of (i) twenty (20) Business Days after Purchaser's receipt of both the Title Commitment and the Updated Survey, or (ii) the last day of the Due Diligence Period. Any matter of title or survey that is not timely objected to by Purchaser s

Section 4.5 — Satisfaction of Existing Mortgage (a) Seller shall cause the Existing Mortgage in favor of Eastbridge Commercial Bank, N.A. (original principal amount of $41,100,000; estimated payoff amount of approximately $28,700,000) to be fully satisfied, discharged, and released of record at or prior to Closing, from the proceeds of the Purchase Price or from other funds of Seller. Seller shall deliver to the Titl

Section 5.1 — Schedule of Leases Seller represents and warrants that the schedule attached hereto as Schedule 5.1 is a true, correct, and complete list of all Leases affecting the Property as of the Effective Date. Without limiting the generality of the foregoing, the following is a summary of the major commercial leases and the residential component of the Property: The Building contains approximately 186,400 gross

Section 5.2 — Tenant Estoppel Certificates (a) Seller shall request and use commercially reasonable efforts to obtain Tenant Estoppel Certificates from each commercial tenant occupying five thousand (5,000) or more rentable square feet at the Property (each, a "Required Estoppel Tenant"), which Required Estoppel Tenants include: Harmon & Voss Retail Partners LLC, Solstice Wellness Studio Inc., Ridgepoint Consulting G

Section 5.3 — SNDAs Purchaser (or Purchaser's lender, Pinnacle Federal Savings Bank) may request that Seller obtain subordination, non-disturbance, and attornment agreements ("SNDAs") from commercial tenants in connection with Purchaser's acquisition financing. Seller shall cooperate with Purchaser and use commercially reasonable efforts to obtain such SNDAs from the tenants, at Purchaser's sole cost and expense (to

Section 5.4 — Security Deposits At the Closing, Seller shall deliver to Purchaser (or credit to Purchaser against the Purchase Price) all security deposits (together with all accrued interest thereon required by applicable law) held by Seller under the Leases. Seller shall provide Purchaser with evidence of compliance with New York General Obligations Law Section 7-103 and any other applicable law regarding the maint

Section 5.5 — Residential Leases (a) All thirty-eight (38) residential rental units located on Floors 10 through 14 of the Building shall be conveyed to Purchaser subject to the existing Residential Leases. Seller represents and warrants that, to Seller's knowledge, all such Residential Leases are in compliance with applicable rent stabilization laws and regulations and that all required registrations with the New Yo

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, as of the Effective Date and as of the Closing Date (except as otherwise expressly provided herein):

Section 6.1 — Organization and Authority Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York (EIN 27-6831044). Victor S. Papadopoulos and Elena K. Rosenberg, as the Managing Members of Seller, have the full power and authority to execute, deliver, and perform this Agreement and all documents and instruments to be executed and delivered b

Section 6.2 — No Conflicts The execution, delivery, and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with Seller's Certificate of Formation, Operating Agreement, or any other organizational documents of Seller, (b) violate or conflict with any law, statute, rule, regulation, judgment, order, decree, or arbitration awar

Section 6.3 — Leases (a) Schedule 5.1 is a true, correct, and complete list of all Leases affecting the Property as of the Effective Date. True, correct, and complete copies of all Leases (including all amendments, modifications, supplements, and guarantees) have been delivered or made available to Purchaser in the virtual data room. (b) No rent or other charges under any Lease have been collected more than one (1) m

Section 6.4 — Service Contracts and Management Agreement (a) Schedule 6.4 attached hereto is a true, correct, and complete list of all Service Contracts affecting the Property, together with the Management Agreement between Seller and Atlas Urban Management Corp. (term through December 31, 2027; management fee of 4.0% of effective gross income; primary contact: Gerald Fitch, Senior Property Manager). (b) True, correc

Section 6.5 — Environmental Matters (a) To Seller's knowledge, no Hazardous Materials are present on, in, under, or migrating from the Property in quantities or concentrations that violate, or would give rise to liability under, any Environmental Laws. (b) Seller has delivered to Purchaser the Phase I Environmental Site Assessment dated June 15, 2020, prepared by Whitmore Environmental Sciences LLC, which identified

Section 6.6 — Litigation There is no pending litigation, arbitration, administrative proceeding, or governmental investigation, and, to Seller's knowledge, no litigation, arbitration, administrative proceeding, or governmental investigation has been threatened in writing, in each case relating to the Property, Seller's ownership or operation of the Property, or any tenant at the Property.

Section 6.7 — Tax Matters (a) Real property taxes for the City of New York Fiscal Year 2025/2026 (July 1, 2025 through June 30, 2026) are Two Million Six Hundred Forty Thousand and 00/100 Dollars ($2,640,000.00). The tentative assessed value of the Property for Fiscal Year 2026/2027 is Forty-Eight Million Two Hundred Thousand and 00/100 Dollars ($48,200,000.00) (Tax Class 4). (b) There are no pending tax certiorari p

Section 6.8 — Violations To Seller's knowledge, there are no uncured violations of law, building code, housing code, fire code, or other governmental code, ordinance, rule, or regulation (including, without limitation, violations issued by the New York City Department of Buildings ("DOB"), the New York City Environmental Control Board ("ECB"), the New York City Department of Housing Preservation and Development ("HPD

Section 6.9 — FIRPTA Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and Seller shall deliver the FIRPTA Certificate, in the form attached hereto as Exhibit E, at Closing.

Section 6.10 — Condemnation No condemnation or eminent domain proceeding is pending, and, to Seller's knowledge, no such proceeding has been threatened or contemplated by any governmental authority, with respect to the Property or any portion thereof, or any adjacent streets, sidewalks, or rights-of-way.

Section 6.11 — Insurance (a) Seller currently maintains property and casualty insurance on the Property with reputable insurance carriers. The current annual insurance cost for the Property is approximately Three Hundred Twelve Thousand and 00/100 Dollars ($312,000.00). (b) There are no pending insurance claims with respect to the Property, and Seller has delivered to Purchaser a full loss history for the past five (

Section 6.12 — Compliance with Laws; Zoning (a) To Seller's knowledge, the Property and its current use and operation comply in all material respects with all applicable laws, codes, rules, regulations, and ordinances, including, without limitation, the Americans with Disabilities Act, the New York City Building Code, the New York City Housing Maintenance Code, and all fire and life safety codes. (b) The Property is

Section 6.13 — Operating Statements (a) Seller has delivered to Purchaser operating statements for the Property that fairly present in all material respects the income and expenses of the Property for the periods covered thereby. The annualized in-place net operating income ("NOI") of the Property is Six Million Nine Hundred Sixty Thousand and 00/100 Dollars ($6,960,000.00), based on Seller's operating statement, and

Section 6.14 — Existing Financing (a) The Property is encumbered by the Existing Mortgage in favor of Eastbridge Commercial Bank, N.A. (original principal amount of $41,100,000; estimated current payoff amount of approximately $28,700,000) and a related UCC-1 Financing Statement filed with the New York Department of State. (b) Other than the Existing Mortgage and the related UCC-1 Financing Statement, no other mortga

Section 6.15 — No Options or Rights of First Refusal No person or entity has any option, right of first offer, right of first refusal, purchase agreement, or similar right to acquire the Property or any interest therein (whether direct or indirect), except as may be set forth in the Leases and disclosed on Schedule 5.1.

Section 6.16 — Knowledge Qualifier As used in this Agreement, the phrase "to Seller's knowledge" or "to the best of Seller's knowledge" shall mean the actual, conscious knowledge (as distinguished from constructive or imputed knowledge) of Victor S. Papadopoulos and Elena K. Rosenberg, without any independent investigation, inquiry, or duty of inquiry, and shall also include the imputed knowledge of Gerald Fitch, Sen

Section 6.17 — Survival The representations and warranties of Seller set forth in this Article VI shall survive the Closing for a period of twelve (12) months following the Closing Date (the "Survival Period"). Any claim by Purchaser for a breach of Seller's representations or warranties must be asserted by written notice delivered to Seller on or prior to the expiration of the Survival Period, and any claim not so a

ARTICLE VII — REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as follows, as of the Effective Date and as of the Closing Date:

Section 7.1 — Organization and Authority Purchaser is (or, upon formation, will be) a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The sole member of Purchaser is Briarwood Family Office LLC, a Delaware limited liability company (EIN 83-2947156). Purchaser has (or, upon formation and authorization, will have) the full power and authority to

Section 7.2 — No Conflicts The execution, delivery, and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with Purchaser's organizational documents (or those of Briarwood Family Office LLC), or (b) violate or conflict with any law, statute, rule, regulation, judgment, order, decree, or arbitration award applicable to Pur

Section 7.3 — Financial Capability Purchaser has, or will have at or prior to the Closing, sufficient financial resources to consummate the acquisition of the Property and to pay the Purchase Price in full, including equity capital and financing commitments from Pinnacle Federal Savings Bank and potentially from Caliber Point Capital Partners LP. Purchaser's obligation to close the transactions contemplated by this A

Section 7.4 — No Bankruptcy No bankruptcy, insolvency, reorganization, moratorium, receivership, assignment for the benefit of creditors, or similar proceeding is pending or, to Purchaser's knowledge, contemplated or threatened against Purchaser or its sole member, Briarwood Family Office LLC. Neither Purchaser nor Briarwood Family Office LLC has made a general assignment for the benefit of creditors or filed any vol

Section 7.5 — OFAC / Anti-Money Laundering (a) Purchaser is not, and no person or entity that directly or indirectly owns a ten percent (10%) or greater interest in Purchaser is, a person or entity with whom United States persons or entities are restricted from doing bus