Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time. "Additional Capital Contribution" means any capital contribution made by a Member in excess of its Initial Capital Contribution, made pursuant to a Capital Call under Article IV of this Agreem

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, all references to Sections and Articles shall be to the Sections and Articles of this Agreement, and all references to Exhibits and Schedules shall be to the Exhibits and Schedules attached to this Agreement, each of which is hereby incorporated into and made a part of this Agreement by this reference. (b) The term "including" (and with co

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company was formed as a Delaware limited liability company by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware on March 28, 2023, pursuant to and in accordance with the Act. The Members hereby ratify and confirm the formation of the Company and the filing of the Certificate of Formation. The rights, powers, duties, obligations, and liabilities

Section 2.2 — Name The business of the Company shall be conducted under the name "Gramercy Linden JV LLC." The Managing Member may change the name of the Company from time to time, provided that the Managing Member shall give prior written notice thereof to each of the Members and shall make such filings as may be required by the Act or other applicable law in connection with such change.

Section 2.3 — Registered Office and Registered Agent The registered agent of the Company in the State of Delaware is National Registered Agents of Delaware, Inc., and the registered office of the Company in the State of Delaware is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Managing Member may change the registered agent or the registered office of the Company from time to time in accordanc

Section 2.4 — Principal Office The principal office of the Company shall be located at the offices of the Managing Member at 450 Park Avenue, 31st Floor, New York, New York 10022, or at such other location as the Managing Member may designate from time to time by written notice to the Members. The books and records of the Company shall be maintained at the principal office.

Section 2.5 — Purpose The purpose and business of the Company shall be limited to the following: (a) to acquire the Property through PropCo pursuant to the PSA; (b) to hold, own, operate, manage, improve, lease, and maintain the Property; (c) to finance the acquisition and operation of the Property, including entering into the Senior Loan with Pinnacle Fidelity Bank, N.A. and such other financing as may be approved b

Section 2.6 — Term The Company shall continue in existence perpetually unless and until dissolved in accordance with Article XII of this Agreement or as otherwise provided by law. No Member shall have the right to dissolve the Company except as expressly set forth in this Agreement.

Section 2.7 — Title to Property All real property and other assets related to the Property shall be held in the name of PropCo. PropCo shall be the direct title-holding entity for the Property and shall be the borrower under the Senior Loan. The Company shall hold its interest in the Property solely through its ownership of one hundred percent (100%) of the membership interests in PropCo. No Member shall have any dir

Section 2.8 — PropCo Structure (a) Gramercy Linden PropCo LLC, a New York limited liability company (EIN: 93-4128779), has been or shall be formed as a wholly owned subsidiary of the Company. The Company shall be the sole member of PropCo. (b) PropCo shall serve as the direct title-holding entity for the Property, the borrower under the Senior Loan, and the party to the Property Management Agreement and all other con

Section 2.9 — Filings The Managing Member shall cause to be filed all certificates, notices, statements, and other instruments required by the Act or by any other applicable law in connection with the formation, qualification, and operation of the Company and PropCo in the State of Delaware, the State of New York, and any other jurisdiction in which the Company or PropCo conducts business. Without limiting the forego

ARTICLE III — MEMBERS; PERCENTAGE INTERESTS

Section 3.1 — Members The Members of the Company as of the Effective Date are as follows: (a) Briarwood Family Office LLC, a Delaware limited liability company, with its principal office at 450 Park Avenue, 31st Floor, New York, New York 10022 (EIN: 83-2174609). (b) Cedarpoint Capital Partners LLC, a Delaware limited liability company, with its principal office at 200 Ashbury Asset Advisors, Suite 1400, Boston, Massa

Section 3.2 — Percentage Interests The Percentage Interest of each Member as of the Effective Date is as follows: The Percentage Interests of the Members are subject to adjustment only as expressly provided in this Agreement, including, without limitation, pursuant to the dilution provisions set forth in Section 4.5. The Percentage Interests of the Members shall at all times aggregate to one hundred percent (100%).

Section 3.3 — Representations and Warranties of Members Each Member hereby represents and warrants to the Company and to each other Member as follows: (a) Organization and Good Standing. Such Member is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute, deliver, and perform this Agreement. (b) Authorization. The

Section 3.4 — No Personal Liability No Member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member of the Company. The liability of each Member shall be limited to such Member's Capital Contributions and its share of any undistributed profits, as and to the extent provided in this Agreement and under the Act. Nothing in this Section 3.4 shall be const

ARTICLE IV — CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 4.1 — Initial Capital Contributions Each Member shall make an Initial Capital Contribution to the Company in cash, in the amount set forth below, on or before the date of the closing of the acquisition of the Property (anticipated to be June 5, 2023): The Initial Capital Contributions of Briarwood, Cedarpoint, and Halcyon Ridge represent fifty percent (50%), thirty percent (30%), and twenty percent (20%), res

Section 4.2 — Use of Initial Capital Contributions The Initial Capital Contributions of the Members, together with the proceeds of the Senior Loan in the amount of Twenty-Six Million Dollars ($26,000,000) from Pinnacle Fidelity Bank, N.A., shall be applied by the Company (through PropCo) to fund the following: (a) Payment of the Purchase Price of Forty Million Dollars ($40,000,000) to Linden Gramercy Holdings LLC in

Section 4.3 — Additional Capital Contributions; Capital Calls (a) Authority to Issue Capital Calls. The Managing Member may issue Capital Call Notices to the Members from time to time for Additional Capital Contributions as the Managing Member reasonably determines are necessary or advisable for any of the following purposes: (i) Capital improvements to the Property, including renovations, replacements, and tenant im

Section 4.4 — Capital Accounts (a) A Capital Account shall be established and maintained for each Member in accordance with Section 704(b) of the Code and the Regulations promulgated thereunder. The Capital Accounts shall be maintained in accordance with the following provisions: (i) Each Member's Capital Account shall be increased by (A) the amount of cash contributed by such Member to the Company (including Initial

Section 4.5 — Failure to Fund; Dilution (a) Funding by Contributing Members. If a Member (a "Non-Contributing Member") fails to fund all or any portion of a required Additional Capital Contribution within the time period specified in the applicable Capital Call Notice, the other Members (the "Contributing Members") may, but shall not be obligated to, fund all or any portion of such Non-Contributing Member's shortfall

Section 4.6 — No Return of Capital Contributions No Member shall have the right to demand or receive the return of all or any portion of its Capital Contributions except as provided in Article V (Distributions) or upon dissolution and winding up of the Company pursuant to Article XII. No Member shall receive any interest, salary, or drawing with respect to its Capital Contributions or its Capital Account, except as o

Section 4.7 — Loans by Members No Member shall be required to make any loan to the Company or PropCo. If any Member elects to make a loan to the Company or PropCo with the consent of the Managing Member, such loan shall be documented in a written promissory note and shall bear interest at the Applicable Federal Rate (as defined in Section 1274(d) of the Code) in effect on the date of such loan, or such other rate as

ARTICLE V — DISTRIBUTIONS; WATERFALL

Section 5.1 — Distribution Waterfall Distributable Cash (and proceeds from a Capital Event pursuant to Section 5.3) shall be distributed among the Members in the following order of priority (each a "Tier"): (a) Tier 1 — Return of Capital. First, one hundred percent (100%) to the Members, pro rata in accordance with their respective Percentage Interests, until each Member has received cumulative distributions under th

Section 5.2 — Timing of Distributions Distributions of Distributable Cash shall be made at such times as the Managing Member shall determine in its reasonable discretion, but in no event less frequently than quarterly (within thirty (30) days following the end of each calendar quarter), subject in each case to (i) the maintenance of reasonable reserves for the Company's operations and anticipated capital expenditures

Section 5.3 — Capital Event Distributions Proceeds from a Capital Event (including, without limitation, a sale, refinancing, condemnation, casualty, or other disposition of the Property or of PropCo) shall be applied in the following order of priority: (a) First, to repay the Senior Loan and any other Company or PropCo indebtedness (including any Member loans); (b) Second, to pay all transaction costs and expenses in

Section 5.4 — Tax Distributions Notwithstanding the foregoing provisions of this Article V, the Managing Member shall cause the Company to distribute to each Member, prior to the dates on which such Member's estimated federal and state income tax payments are due (i.e., April 15, June 15, September 15, and January 15 of each year), an amount equal to the product of (i) such Member's allocable share of the Company's n

Section 5.5 — Withholding The Company may withhold from any distribution to any Member such amounts as the Company is required to withhold under applicable federal, state, local, or foreign tax law. Any amount so withheld shall be treated as having been distributed to such Member for all purposes of this Agreement, including for purposes of the distribution waterfall set forth in Section 5.1 and for purposes of compu

Section 6.1 — Allocation of Net Income and Net Loss Net Income and Net Loss of the Company (and each item of income, gain, loss, deduction, and credit entering into the computation thereof) for each Fiscal Year shall be allocated among the Members in a manner consistent with the distribution waterfall set forth in Section 5.1, such that, to the maximum extent possible, the Capital Account of each Member at the end of

Section 6.2 — Regulatory Allocations Notwithstanding the provisions of Section 6.1, the following allocations shall be made in the following order of priority before any other allocations under this Article VI: (a) Minimum Gain Chargeback. If there is a net decrease in the Company's "minimum gain" (as defined in Regulations Section 1.704-2(b)(2)) during any Fiscal Year, each Member shall be allocated items of income

Section 6.3 — Section 704(c) Allocations In accordance with Section 704(c) of the Code and the Regulations promulgated thereunder, items of income, gain, loss, and deduction with respect to any property contributed to the Company (or with respect to any property the book value of which has been adjusted pursuant to Regulations Section 1.704-1(b)(2)(iv)(f)) shall be allocated among the Members so as to take into accou

Section 6.4 — Curative and Remedial Allocations The Managing Member, in consultation with Kessler Whitmore & Co. LLP, the Company's tax advisor, shall make such curative or remedial allocations as are required or permitted under Section 704(c) of the Code and the Regulations thereunder in order to achieve the intended economic results of this Agreement. The Managing Member shall have the authority to select the metho

Section 7.1 — Managing Member (a) Designation. Briarwood Family Office LLC shall serve as the Managing Member of the Company. Subject to the provisions of Section 7.3 (Major Decisions), the Managing Member shall have the sole and exclusive power and authority to manage the day-to-day business and affairs of the Company and PropCo and to make all decisions regarding the business of the Company that are not specificall

Section 7.2 — Standard of Care; Exculpation (a) Standard of Care. The Managing Member shall perform its duties hereunder in good faith and in a manner it reasonably believes to be in the best interests of the Company and the Members. The Managing Member shall exercise the degree of care and diligence that a reasonably prudent person would exercise under similar circumstances. (b) Exculpation. The Managing Member shal

Section 7.3 — Major Decisions The following actions shall require the prior unanimous written consent of all Members (each a "Major Decision"), and neither the Managing Member nor any other Person shall take any such action on behalf of the Company or PropCo without h