Contract analysis

1. Description of Client The Client in this engagement is Briarwood Family Office LLC, a Delaware limited liability company, with its principal offices located at 450 Park Avenue, 31st Floor, New York, New York 10022. In connection with this matter, the Firm represents only Briarwood Family Office LLC as an entity. The Firm does not represent, and shall not be deemed to represent, any individual member, manager, prin

2. Scope of Representation The Firm is retained to represent Briarwood in connection with the following interrelated workstreams, each of which is described in greater detail below. Collectively, these workstreams relate to the formation of a club-deal joint venture, the acquisition of a multifamily residential property in the Gramercy Park neighborhood of Manhattan, and the negotiation and closing of related senior

3. Engagement Team The following attorneys will be primarily responsible for the day-to-day handling of this engagement: From time to time, additional attorneys, paralegals, and support staff from the Firm's Real Estate, Corporate, Finance, or other practice groups may be assigned to assist with specific aspects of this engagement as the needs of the transaction require. The Client will be informed of any material ch

4. Billing Rates and Fee Arrangements (a) Hourly Rates Work performed by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for 2023, which are as follows: The rates set forth above are the standard billing rates currently in effect for the Firm's Real Estate practice group. The Firm reserves the right to adjust its standard billing rates from time to time, such

5. Retainer Upon execution of this engagement letter, the Client agrees to provide to the Firm an evergreen retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer"). The Retainer shall be transmitted by wire transfer to the Firm's client trust account (Interest on Lawyer Account, or "IOLA" account) within ten (10) business days of the date of execution of this letter. The Firm will provide w

6. Conflicts of Interest The Firm has performed a conflicts check in accordance with its standard procedures and, based upon the information currently available to the Firm—including the names of the Client, the co-investors, the Seller, the Lender, and their respective known principals and affiliates—the Firm is not aware of any conflict of interest that would preclude the Firm from representing Briarwood in connect

7. Confidentiality All communications between the Firm and the Client in connection with this engagement are intended to be, and shall be treated as, privileged and confidential to the fullest extent permitted by applicable law, including the attorney-client privilege and the work product doctrine. The Firm will take reasonable measures to maintain the confidentiality of all information provided by the Client, whethe

8. Document Retention Upon the completion or termination of this engagement, the Firm will maintain the Client's files (including correspondence, memoranda, working papers, notes, documents, and electronic records) in accordance with the Firm's standard document retention policy. Under the Firm's current policy, client files are retained for a period of seven (7) years following the conclusion of the engagement, afte

9. Termination of Engagement Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to any applicable obligations under the New York Rules of Professional Conduct. In the event of termination by the Client, such termination shall be effective upon the Firm's receipt of written notice. In the event of termination by the Firm, the Firm will comply with al

10. Limitation of Liability; No Guarantees The Client acknowledges that the Firm cannot and does not guarantee any particular outcome or result in connection with this engagement. The Firm will exercise reasonable professional judgment and diligence in the performance of the services described herein, but the outcome of any negotiation, transaction, or matter is subject to numerous factors beyond the Firm's control,

11. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction. The parties agree that any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of the

12. Acceptance and Acknowledgment If the foregoing terms accurately reflect your understanding of our engagement, we respectfully request that you confirm your agreement by executing the enclosed duplicate original of this engagement letter in the space provided below and returning it to the Firm at your earliest convenience, together with the Retainer described in Section 5 above. This engagement letter shall become