Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP represents Briarwood Family Office LLC ("Briarwood"), the managing member of Gramercy Linden JV LLC, a Delaware limited liability company, which is the sole member and parent entity of Gramercy Linden PropCo LLC, a New York limited liability company (the "Purchaser"), in connection with the Purchaser's acquisition of the improved real property located at 245 East

2. Title Policies Required 2.1 Owner's Title Insurance Policy We request that the Title Company issue an ALTA Owner's Policy of Title Insurance (2006 Form, or the New York equivalent thereof) insuring fee simple title to the Property in favor of the Purchaser, in the following amount and on the following terms: Named Insured: Gramercy Linden PropCo LLC, a New York limited liability company Policy Amount: $40,000,000.

3. Review of Schedule A 3.1 Legal Description We request that the Title Company confirm that the legal description set forth in Schedule A of the Commitment accurately and completely describes the Property located at 245 East 21st Street, New York, New York 10010, designated as Block 899, Lot 42, on the Tax Map of the Borough of Manhattan, City of New York. We further request that the Title Company confirm that the l

4. Review of Schedule B — Part I (Requirements) 4.1 Standard Requirements We acknowledge the standard requirements set forth in Schedule B, Part I of the Commitment, including, without limitation, the requirements for (a) the recording of a bargain and sale deed (or such other form of conveyance instrument as may be appropriate) conveying fee simple title to the Property from Seller to Purchaser, (b) the payment of a

5. Review of Schedule B — Part II (Exceptions) 5.1 Standard/Printed Exceptions — Objections and Requests for Deletion The Commitment contains certain standard or "printed" exceptions in Schedule B, Part II. We object to the following standard exceptions and request that they be deleted or modified as indicated below: 5.1.1 Survey Exception. We object to the standard survey exception, which excepts from coverage "shor

6. Survey Review 6.1 Survey Identification We have reviewed the ALTA/NSPS Land Title Survey of the Property (the "Survey") prepared by Hargrove & Associates, P.C., Licensed Land Surveyors, 14 Penn Plaza, Suite 2205, New York, New York 10122, dated March 22, 2023, last revised April 5, 2023, Job No. HA-2023-0317. The Survey was prepared for the benefit of Purchaser, Lender, and the Title Company and bears the certific

7. Endorsements Requested 7.1 Owner's Policy Endorsements We request that the following endorsements be issued in connection with the Owner's Policy, to the extent available under New York law and the Title Company's underwriting guidelines: (a) Comprehensive/Zoning Endorsement (ALTA 9 Series): A zoning endorsement confirming (i) the Property's current zoning classification under the New York City Zoning Resolution,

8. Additional Title Requirements 8.1 UCC Search We request that the Title Company conduct a current Uniform Commercial Code search (or confirm that a current UCC search has been conducted) against each of the following parties, in the applicable jurisdictions: (i) Linden Gramercy Holdings LLC (Seller) — New York Department of State, and New York County (Manhattan); (ii) Marcus Steinfeld (individually) — New York Depa

Section 1445 of the Internal Revenue Code requires that a transferee withhold tax on the disposition of a United States real property interest by a foreign person unless the transferor provides a certificate of non-foreign status. The PSA requires Seller to deliver, at closing, a certificate of non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b), confirming that Seller is not a "foreign per

9. Escrow Matters We confirm that Archer & Towne Title Company is serving as escrow agent for the earnest money deposit in the amount of Two Million and 00/100 Dollars ($2,000,000.00) (the "Deposit"), pursuant to the escrow provisions of the PSA dated March 15, 2023. The Deposit was delivered to the Title Company by Purchaser upon execution of the PSA. We request confirmation of the following: (a) That the Title Comp

10. Response and Timeline We respectfully request that the Title Company provide a comprehensive written response to all objections, requests, and inquiries set forth in this letter within five (5) business days of the date hereof. Given that the due diligence period under the PSA expires on April 14, 2023, the timely resolution of the matters identified herein is essential. The target closing date under the PSA is M

11. Copies and Contact Information We request that the Title Company provide complete, legible copies of all recorded instruments referenced as exceptions in Schedule B, Parts I and II of the Commitment, to the extent not already provided. Such copies should include all exhibits, schedules, amendments, and modifications to each instrument. All documents should be delivered to our office electronically (in PDF format)