Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP has been engaged, pursuant to the retainer agreement executed on February 8, 2023, to represent Briarwood Family Office LLC ("Briarwood" or the "Client") in connection with the formation and negotiation of a club-deal joint venture to acquire The Linden at Gramercy Park (the "Property"), a 212-unit Class A multifamily residential property located at 245 East 21st Street,

II. TRANSACTION OVERVIEW A. The Property The Linden at Gramercy Park is a 212-unit Class A multifamily residential building with two ground-floor retail units comprising approximately 4,800 square feet of combined retail space. The Property is located at 245 East 21st Street, New York, NY 10010, situated in one of Manhattan's most sought-after residential neighborhoods, directly adjacent to the private Gramercy Park.

III. EQUITY STRUCTURE A. Member Contributions and Percentage Interests The equity contributions and corresponding Percentage Interests of each Member are as follows: All capital contributions are to be funded at closing. The funding of each Member's full capital contribution will be a condition precedent to closing under the JV Operating Agreement, meaning that no Member may close unless all Members have simultaneous

IV. DISTRIBUTION WATERFALL A. Proposed Five-Tier Waterfall The distribution waterfall governs the allocation of distributable cash flow from operations and capital event proceeds (i.e., proceeds from a sale, refinancing, or other capital event) among the Members. The proposed waterfall comprises five tiers, structured to prioritize the return of contributed capital and a preferred return to all Members before allocat

V. MANAGEMENT AND FEES A. Managing Member Role and Duties Briarwood will be designated as the Managing Member of Gramercy Linden JV LLC. In this capacity, Briarwood will have primary responsibility for the oversight and management of the Property and the operations of the JV, subject to the governance limitations established in the Operating Agreement (including the Major Decision consent requirements discussed in Se

VI. GOVERNANCE AND MAJOR DECISIONS A. Major Decision Consent Threshold As is customary in club-deal joint ventures, certain significant actions and decisions will be designated as "Major Decisions" and will require the unanimous consent of all Members — Briarwood, Cedarpoint, and Halcyon Ridge. The unanimous consent requirement effectively grants each Member, regardless of its Percentage Interest, a veto right over a

1. Sale or refinancing of the Property. Any disposition of the Property (whether by direct sale, entity-level transfer, or otherwise) or any refinancing, modification, extension, or replacement of the senior loan from Pinnacle Fidelity Bank, N.A. (Loan No. PFB-CRE-2023-05741).

2. Capital calls exceeding $500,000. The issuance of any capital call or series of capital calls resulting in aggregate additional capital contributions exceeding $500,000 in any rolling 12-month period.

3. Unbudgeted expenditures exceeding $250,000. The incurrence of any single expenditure or contractual commitment exceeding $250,000 that is not provided for in the approved annual budget.

4. Admission of new Members. The admission of any new Member to the JV Entity, whether through the issuance of new Membership Interests, the transfer of existing interests, or otherwise.

5. Voluntary bankruptcy filing. The filing of any voluntary petition for relief under the U.S. Bankruptcy Code or any analogous state insolvency law by the JV Entity or PropCo, or the consent to the filing of an involuntary petition against either entity.

6. Material loan document modifications. Any material modification, amendment, waiver, or consent under the senior loan documents (including the promissory note, mortgage, assignment of leases and rents, and related instruments), other than administrative or ministerial modifications.

7. Material leases. The execution, material modification, or termination of any lease (whether residential or retail) with annual base rent exceeding a specified threshold. We recommend setting this threshold at $100,000, which would capture the two ground-floor retail leases and any above-market residential leases, while leaving routine residential leasing within the Managing Member's authority.

8. Property Manager selection and replacement. The initial selection of, or any change to, the Property Manager, or any material modification to the property management agreement.

9. Litigation. The initiation, settlement, or compromise of any litigation, arbitration, or regulatory proceeding involving claims or potential exposure exceeding a specified threshold. We recommend a threshold of $150,000, to be determined in consultation with the co-investors. C. Annual Budget Approval The annual operating and capital budget for the Property will be prepared by Briarwood as Managing Member and subm

VII. REMOVAL OF MANAGING MEMBER The Operating Agreement will include provisions governing the removal of Briarwood as Managing Member. Given Briarwood's central role in the venture — as majority equity contributor, asset manager, and personal guarantor on the senior loan — the removal provisions must be carefully negotiated to protect Briarwood's position while providing appropriate accountability to the co-investors

VIII. TRANSFER RESTRICTIONS AND RIGHT OF FIRST OFFER A. General Transfer Restriction The Operating Agreement will include customary transfer restrictions prohibiting any Member from transferring, assigning, pledging, or otherwise disposing of all or any portion of its Membership Interest in the JV Entity except in compliance with the Right of First Offer procedure described below or in connection with a Permitted Tra

IX. BUY-SELL (SHOTGUN) PROVISION The Operating Agreement will include a buy-sell or "shotgun" mechanism that provides each Member with a market-tested exit path in the event of an irreconcilable disagreement among the Members regarding the future direction of the investment. The shotgun mechanism operates as follows: Trigger Date. The buy-sell mechanism may not be invoked until after the third anniversary of the clos

X. CAPITAL CALLS AND DILUTION A. Capital Call Procedure The Operating Agreement will include provisions authorizing the Managing Member (Briarwood) to issue capital calls to the Members to fund property-related needs, including operating shortfalls, capital improvements, loan paydowns or defeasance costs, emergency repairs, and other purposes approved under the Operating Agreement or by the Members in accordance with

XI. REPORTING OBLIGATIONS A. Financial Reporting Transparency and timely reporting are essential to maintaining trust and confidence among the Members of a club-deal joint venture. The Operating Agreement will require the following reporting deliverables: Monthly Reporting. Property-level operating reports shall be delivered to all Members within twenty (20) calendar days following the end of each calendar month. The