Contract analysis

I. EXECUTIVE SUMMARY AND PURPOSE A. Purpose of This Memorandum This memorandum summarizes the results of all due diligence workstreams conducted by Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed acquisition of The Linden at Gramercy Park, a 212-unit Class A multifamily residential property with two ground-floor retail units located at 245 East 21st Street, New York, New York 10010 (th

II. TITLE REVIEW A. Title Commitment C&H has reviewed the title commitment issued in connection with the proposed acquisition. The relevant details of the title commitment are as follows: Title Commitment Number: AT-2023-MN-0041872 Issuing Agent: Archer & Towne Title Company Title Officer: Philip Moreno Office Address: 60 East 42nd Street, Suite 1840, New York, NY 10165 Effective Date: April 5, 2023 Proposed Insured

III. SURVEY REVIEW A. Survey Description C&H has reviewed an updated ALTA/NSPS Land Title Survey (the "Survey") prepared by a licensed New York State land surveyor in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including Table A optional items selected by C&H in consultation with PropCo and Pinnacle Fidelity. The Survey is dated March 2023 and reflects the existing

IV. ENVIRONMENTAL REVIEW A. Phase I Environmental Site Assessment C&H has reviewed a Phase I Environmental Site Assessment ("Phase I ESA") prepared in connection with the proposed acquisition. The report details are as follows: Report Number: REC-2023-0287 Prepared By: Ridgecrest Environmental Consultants LLC Lead Consultant: Dr. Karen Ishikawa Office Address: 14 Wall Street, Suite 600, New York, NY 10005 Report Date

V. ZONING COMPLIANCE REVIEW A. Zoning Classification The Property is located in an R8B zoning district (medium-density residential) as designated under the New York City Zoning Resolution. The R8B district permits range residential uses and is characterized by contextual height limits designed to preserve the neighborhood character of the surrounding area. In addition, the Property benefits from a C1-5 commercial ove

VI. LEASE AUDIT A. Residential Leases C&H has reviewed the residential lease portfolio for the Property, which consists of 212 residential units comprising a mix of studio, one-bedroom, two-bedroom, and three-bedroom apartments. The following summarizes the key findings of our residential lease audit: (a) Lease Forms. All residential leases reviewed are on a standard-form lease approved by Briarwood and consistent wi

VII. ORGANIZATIONAL DOCUMENT REVIEW — SELLER A. Seller Entity C&H has reviewed the organizational documents of the Seller. The Seller entity is identified as follows: Name: Linden Gramercy Holdings LLC Jurisdiction: New York Type: Limited Liability Company EIN: 20-6438172 Principal Office: 575 Lexington Avenue, 10th Floor, New York, NY 10022 Managing Member: Marcus Steinfeld Structure: Single-asset holding entity own

Section 1445 of the Internal Revenue Code requires that a buyer withhold a percentage of the purchase price when acquiring real property from a foreign person or entity, unless the seller delivers a certificate of non-foreign status confirming that the seller is not a "foreign person" as defined under the Code. The PSA requires Seller to deliver a FIRPTA certificate of non-foreign status at closing, and Seller has co

VIII. PROPERTY CONDITION AND INSURANCE A. Property Condition The Property was originally constructed in 1928 and underwent a comprehensive gut renovation during the period of 2017–2018 at a cost of approximately $8.2 million, based on Seller's representations. The scope of the renovation included, without limitation: (a) Full replacement of mechanical, electrical, and plumbing ("MEP") systems throughout the building;

IX. FINANCIAL SUMMARY AND UNDERWRITING CROSS-CHECK A. Trailing Twelve-Month Financials (Calendar Year 2022) C&H has reviewed the operating statement provided by Seller for the trailing twelve-month period ending December 31, 2022, and has cross-referenced the financial data against the rent roll, lease files, and other documents reviewed during the diligence period. A copy of the operating statement is attached heret

X. OPEN ITEMS AND PRE-CLOSING REQUIREMENTS A. Outstanding Diligence Items The following diligence items remain outstanding as of the date of this memorandum and should be resolved prior to closing:

1. Retail Tenant 2 Estoppel Certificate. The estoppel certificate from Retail Tenant 2 (boutique dry goods / grocery) has not yet been received. The PSA requires delivery of tenant estoppel certificates from all retail tenants as a condition to closing. C&H will coordinate with Seller's counsel, David Ochoa at Reedmore & Pratt LLP, to obtain the executed estoppel prior to closing.

2. Seller's Payoff Letter — Meridian Savings Bank, N.A. A payoff letter from Meridian Savings Bank, N.A. for the Existing Mortgage must be obtained prior to closing for purposes of title clearance. The payoff letter will confirm the exact amount required to satisfy and discharge the Existing Mortgage and related obligations at closing.

3. Seller's FIRPTA Certificate of Non-Foreign Status. Seller has confirmed its intent to deliver a certificate of non-foreign status under Section 1445 of the Internal Revenue Code at closing; however, the executed certificate has not yet been delivered.

4. Final Survey Certification. The surveyor has been requested to provide a final certification of the ALTA/NSPS Survey with an updated effective date closer to the anticipated closing date.

5. Final Title Search / Gap Update. A final title search and gap update is to be run by Archer & Towne Title Company immediately prior to closing to confirm that no new liens, encumbrances, or other adverse matters have been recorded against the Property since the effective date of the title commitment. B. Transaction Deliverables in Process In addition to the outstanding diligence items described above, the followin

1. Senior Loan Documentation. The loan commitment letter from Pinnacle Fidelity Bank, N.A. was issued on April 7, 2023. Loan documentation is currently in preparation by the Lender's counsel and is expected to be finalized in advance of the closing. The PSA contemplates a target closing date of May 30, 2023; however, based on the current pace of loan documentation, the parties are targeting an actual closing date of

2. JV Operating Agreement. The operating agreement for Gramercy Linden JV LLC is in advanced negotiation with the co-investors' counsel, Whitfield Archer & Crane LLP (lead partner: Nadia Kowalski; associate: Thomas Greenbaum). Outstanding issues relate primarily to governance provisions, major decision consent rights, and capital call mechanics. The parties are targeting execution of the JV operating agreement by Apr

3. Entity Formation Documents. Certificates of formation for GLJV (a Delaware limited liability company) and PropCo (a New York limited liability company) are to be filed with the respective Secretaries of State. EIN applications for both entities have been submitted to the Internal Revenue Service (GLJV: EIN 93-4128765; PropCo: EIN 93-4128779).

4. Property Management Agreement. The property management agreement with Summit Property Group LLC is to be executed at or prior to closing. The key commercial terms, including the management fee of 3.5% of Effective Gross Revenue, have been agreed upon, and the definitive agreement is being drafted by C&H.

5. Insurance Binders. Insurance binders from Northern Continental Assurance Company (property coverage) and Consolidated Mutual Indemnity Co. (general liability coverage) are to be placed through Beacon Meridian Insurance Group (broker: Alan Fitzpatrick) and delivered to Pinnacle Fidelity at closing.

6. Tax Structuring and K-1 Coordination. Tax structuring and K-1 preparation will be coordinated with Kessler Whitmore & Co. LLP (lead partner: Robert Nwosu, CPA) to ensure proper tax reporting for all co-investors in the JV structure.

XI. RECOMMENDATION Based on the comprehensive due diligence summarized in this memorandum, no material adverse conditions have been identified that would preclude the acquisition of the Property by PropCo. The principal findings of each diligence workstream are summarized as follows: • Title: Insurable, subject to clearance of the Existing Mortgage and UCC filings at closing. No material title defects identified. • E

XII. EXHIBITS AND ATTACHMENTS (REFERENCED) The following exhibits and attachments are referenced in this memorandum and are maintained in the due diligence file of Calderwood & Harkness LLP. Copies have been made available to all addressees and can be provided upon request. PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT This memorandum was prepared by Calderwood & Harkness LLP for th