Contract analysis

Section 1.1 — Defined Terms As used in this Purchase and Sale Agreement (this "Agreement"), the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the powe

Section 1.2 — Rules of Construction (a) Whenever the context so requires, words of the masculine gender shall include the feminine and neuter genders, words of the feminine gender shall include the masculine and neuter genders, and words of the neuter gender shall include the masculine and feminine genders. (b) Words importing the singular number shall include the plural number, and vice versa. (c) The headings and c

Section 2.1 — Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, and assign to Purchaser, and Purchaser agrees to purchase and acquire from Seller, the Property, for the Purchase Price. The Property is commonly known as "The Linden at Gramercy Park," located at 245 East 21st Street, New York, NY 10010, and con

Section 2.2 — Components of the Property The term "Property" as used in this Agreement shall include the following components: (a) Land. The Land, designated as Block 899, Lot 42, Borough of Manhattan, City of New York, County of New York, State of New York, as more particularly described in the legal description attached hereto as Exhibit A, together with all easements, rights-of-way, strips, gores, appurtenances, a

Section 2.3 — Purchase Price The purchase price for the Property shall be Forty Million and 00/100 Dollars ($40,000,000.00) (the "Purchase Price"), payable as follows: (a) Earnest Money Deposit. The Earnest Money Deposit in the amount of Two Million and 00/100 Dollars ($2,000,000.00) shall be delivered by Purchaser to the Escrow Agent in accordance with Article 3 and shall be credited against the Purchase Price at Cl

Section 2.4 — Allocation of Purchase Price The parties shall use commercially reasonable efforts to agree, prior to Closing, upon an allocation of the Purchase Price among the Land, the Improvements, the Personal Property, and the Intangible Property for federal, state, and local tax reporting purposes. Such allocation shall be consistent with the requirements of Section 1060 of the IRC to the extent applicable and s

ARTICLE 3 — EARNEST MONEY DEPOSIT

Section 3.1 — Amount and Delivery Within two (2) Business Days following the Effective Date, Purchaser shall deliver to the Escrow Agent (Archer & Towne Title Company, 60 East 42nd Street, Suite 1840, New York, NY 10165, Attention: Philip Moreno, Title Officer) the Earnest Money Deposit in the amount of Two Million and 00/100 Dollars ($2,000,000.00) by wire transfer of immediately available federal funds to the accou

Section 3.2 — Investment of Deposit The Escrow Agent shall hold the Earnest Money Deposit in a federally insured interest-bearing escrow account at a commercial bank reasonably acceptable to both Seller and Purchaser. All interest accruing on the Earnest Money Deposit shall be for the account of, and shall be reported for income tax purposes under the taxpayer identification number of, the party ultimately entitled t

Section 3.3 — Deposit Becomes Non-Refundable (a) During the Due Diligence Period. The Earnest Money Deposit shall be fully refundable to Purchaser at any time during the Due Diligence Period (through and including 5:00 p.m. Eastern Time on April 14, 2023). During such period, Purchaser may terminate this Agreement for any reason or no reason in accordance with Section 4.4, and upon such termination, the Escrow Agent

Section 3.4 — Application at Closing At Closing, the Earnest Money Deposit (together with all accrued interest thereon) shall be applied as a credit against the Purchase Price, and the Escrow Agent shall disburse the Earnest Money Deposit to Seller (or as otherwise directed in the closing statement executed by the parties) simultaneously with the completion of the Closing.

Section 3.5 — Escrow Agent Provisions (a) Limited Liability. The Escrow Agent has agreed to act as escrow agent hereunder solely as an accommodation to the parties. The Escrow Agent shall have no liability to either party except in the event of the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent shall not be required to defend any legal proceeding that may be instituted against it with respect

Section 4.1 — Due Diligence Period The Due Diligence Period shall commence on the Effective Date (March 15, 2023) and shall expire at 5:00 p.m. Eastern Time on April 14, 2023, being a period of thirty (30) calendar days. During the Due Diligence Period, Purchaser shall have the right to investigate and inspect the Property in all respects, including its physical and environmental condition, the financial performance

Section 4.2 — Access to Property (a) During the Due Diligence Period and continuing through Closing, Seller shall provide Purchaser and its authorized agents, consultants, engineers, architects, contractors, and representatives with reasonable access to the Property during normal business hours for the purpose of conducting physical inspections, environmental assessments (including Phase I and, if warranted, Phase II

Section 4.3 — Due Diligence Materials Seller shall deliver or make available to Purchaser (in hard copy or through an electronic data room), within five (5) Business Days of the Effective Date, the following Due Diligence Materials, to the extent in Seller's possession or reasonable control: (a) Leases. Complete copies of all Leases affecting the Property, including two hundred twelve (212) residential leases and two

Section 4.4 — Purchaser's Right to Terminate If, during the Due Diligence Period, Purchaser determines, in its sole and absolute discretion, that the Property is not acceptable to Purchaser for any reason or no reason, Purchaser may terminate this Agreement by delivering written notice of termination (the "Termination Notice") to Seller and the Escrow Agent on or before the expiration of the Due Diligence Period (i.e

Section 4.5 — Effect of Expiration Without Termination If Purchaser does not deliver a Termination Notice to Seller and the Escrow Agent on or before the expiration of the Due Diligence Period (5:00 p.m. Eastern Time on April 14, 2023), then Purchaser shall be conclusively deemed to have approved its due diligence investigation and inspection of the Property in all respects and to have elected to proceed to Closing i

Section 4.6 — Confidentiality Purchaser shall treat all Due Diligence Materials, inspection results, reports, analyses, and other information obtained by Purchaser in connection with its investigation and inspection of the Property as confidential and proprietary information. Purchaser shall not disclose any such information to any Person other than Purchaser's lenders, prospective lenders, investors, prospective inv

Section 4.7 — Indemnification for Inspections Purchaser shall indemnify, defend, and hold Seller, its members, managers, officers, agents, employees, and contractors harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or resulting from Purchaser's inspections, investigations,

Section 5.1 — Title Commitment Purchaser has ordered a title commitment from the Title Company, Archer & Towne Title Company (Title Commitment No. AT-2023-MN-0041872), to be issued during the Due Diligence Period. Purchaser acknowledges that the Title Commitment was issued on April 11, 2023. The Title Company shall issue an owner's policy of title insurance in the amount of Forty Million and 00/100 Dollars ($40,000,0

Section 5.2 — Title Objections (a) Purchaser shall deliver to Seller written notice of any objections to the state of title as disclosed by the Title Commitment and/or the survey (the "Title Objection Notice") within twenty (20) days after receipt of the Title Commitment and survey by Purchaser. Any exception to title shown in the Title Commitment or on the survey to which Purchaser does not object within such twenty

Section 5.3 — Permitted Exceptions If Purchaser does not object to any exception to title shown in the Title Commitment or on the survey within the time period specified in Section 5.2(a), or if Seller elects not to cure a title objection and Purchaser does not terminate this Agreement within the time period specified in Section 5.2(d), such exceptions shall be deemed "Permitted Exceptions." The Permitted Exceptions

Section 5.4 — Survey Purchaser shall have the right, at Purchaser's sole cost and expense, to obtain or update an ALTA/NSPS Land Title Survey of the Property, prepared by a licensed surveyor acceptable to Purchaser and the Title Company, in accordance with the current Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys. Any survey objections shall be treated under the same objection and cure procedu

Section 5.5 — Title Policy At Closing, the Title Company shall issue the Title Policy, being an owner's policy of title insurance in the form of a standard ALTA Owner's Policy (2021 Form), insuring Purchaser's fee simple interest in the Land and Improvements in the amount of Forty Million and 00/100 Dollars ($40,000,000.00), subject only to the Permitted Exceptions. Seller shall deliver to the Title Company at or pri

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as of the Effective Date and as of the Closing Date (subject to the bring-down provisions set forth in Section 8.1(a)) as follows:

Section 6.1 — Organization and Authority Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. Marcus Steinfeld is the Managing Member of Seller and has full power and authority to execute and deliver this Agreement and all documents, instruments, and agreements to be executed and delivered by Seller in connection with the transactions co

Section 6.2 — No Conflicts Neither the execution and delivery of this Agreement by Seller, nor the consummation of the transactions contemplated hereby, will (a) violate any provision of any law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any Governmental Authority applicable to Seller or the Property, (b) conflict with or result in a breach of, or constitute a default (or an event tha

Section 6.3 — Title to Property Seller holds good and marketable fee simple title to the Land and Improvements, free and clear of all liens, encumbrances, mortgages, deeds of trust, security interests, claims, restrictions, rights-of-way, options, and other defects or clouds on title, other than the Permitted Exceptions. Seller has good and marketable title to the Personal Property, free and clear of all liens, secur

Section 6.4 — Leases (a) The Rent Roll attached hereto as Exhibit C is true, complete, and correct in all material respects as of its date (January 2023). The Property consists of two hundred twelve (212) residential units and two (2) retail units containing approximately four thousand eight hundred (4,800) square feet combined. (b) As of the date of the Rent Roll, the occupancy rate of the Property is ninety-six and

Section 6.5 — Contracts The Schedule of Contracts attached hereto as Exhibit D is true, complete, and correct in all material respects. Seller is not in material default under any Contract, and Seller has not received written notice from any counterparty alleging a material default by Seller under any Contract. To Seller's knowledge, no counterparty to any Contract is in material default thereunder. All Contracts are

Section 6.6 — Litigation There is no pending, or, to Seller's knowledge, threatened, litigation, arbitration, administrative proceeding, or governmental investigation affecting the Property or Seller's ability to consummate the transactions contemplated by this Agreement. Seller has not received any written notice of any such proceeding from any Governmental Authority or other Person.

Section 6.7 — Compliance with Law To Seller's knowledge, the Property is in material compliance with all applicable laws, ordinances, rules, regulations, codes, and orders of all Governmental Authorities, including zoning and land use laws, building codes, fire codes, health and safety regulations, and the Americans with Disabilities Act of 1990, as amended. To Seller's knowledge, there are no outstanding violations,

Section 6.8 — Environmental Matters (a) To Seller's knowledge, no hazardous substances (as defined under applicable federal, state, or local environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), the Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), and Article 27 of the New York Environmental Conservation Law) have be

Section 6.9 — Tax Matters All real estate taxes, assessments, and governmental charges with respect to the Property that are currently due and payable have been paid in full or will be paid in full at or prior to Closing. Real estate taxes for the Property for calendar year 2022 were One Million Four Hundred Twenty Thousand and 00/100 Dollars ($1,420,000.00). There are no pending or threatened tax certiorari proceedi

Section 6.10 — Insurance Seller maintains property and liability insurance covering the Property with reputable insurance companies in amounts and coverages customarily maintained for similar properties in the New York metropolitan area. No material uninsured or underinsured casualty has occurred at the Property. Seller has not received any written notice from any insurance company of cancellation, non-renewal, or ma

Section 6.11 — No Condemnation To Seller's knowledge, no condemnation, eminent domain, or similar proceeding is pending or threatened against the Property or any portion thereof. Seller has not received any notice of any intention to acquire the Property or any portion thereof by condemnation, eminent domain, or any other form of governmental taking.

Section 6.12 — FIRPTA Seller is not a "foreign person" within the meaning of Section 1445 of the IRC or a "foreign trust" within the meaning of Section 7701(a)(31) of the IRC. Seller will deliver at Closing the FIRPTA Certificate in the form attached hereto as Exhibit H.

Section 6.13 — No Bankruptcy No bankruptcy, insolvency, reorganization, arrangement, moratorium, receivership, or similar proceeding under any federal or state law has been filed by or against Seller, and no such proceeding is pending, threatened, or contemplated. Seller has not made an assignment for the benefit of creditors, nor has Seller admitted in writing its inability to pay its debts as they become due.

Section 6.14 — OFAC / Anti-Money Laundering Seller is not, and is not acting directly or indirectly on behalf of, any Person or entity identified on, or owned or controlled by any Person or entity identified on, any list maintained by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including the Specially Designated Nationals and blocked Persons List, or any other list of san

Section 6.15 — Seller's Knowledge As used in this Agreement, the phrases "to Seller's knowledge," "to the knowledge of Seller," or words of similar import, shall mean the actual knowledge of Marcus Steinfeld (as Managing Member of Seller), without any duty of inquiry or investigation on the part of such individual. There shall be no personal liability on the part of Marcus Steinfeld arising out of any of Seller's rep

Section 6.16 — Survival The representations and warranties of Seller set forth in this Article 6 shall survive the Closing for a period of twelve (12) months following the Closing Date. No claim for a breach of any representation or warranty of Seller may be commenced after the expiration of such twelve (12) month period, and upon such expiration, Seller shall have no further liability with respect to such representa

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as of the Effective Date and as of the Closing Date (subject to the bring-down provisions set forth in Section 8.2(a)) as follows:

Section 7.1 — Organization and Authority Purchaser is (or upon formation will be) a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. Purchaser is a wholly owned subsidiary of Gramercy Linden JV LLC, a Delaware limited liability company. Purchaser has full power and authority to execute and deliver this Agreement and all documents, instruments, a

Section 7.2 — No Conflicts Neither the execution and delivery of this Agreement by Purchaser, nor the consummation of the transactions contemplated hereby, will (a) violate any provision of Purchaser's certificate of formation, operating agreement, or any other organizational document, (b) violate any provision of any law, statute, rule, regulation, order, or decree of any Governmental Authority applicable to Purchas

Section 7.3 — Financing Purchaser acknowledges and agrees that its obligation to close the transactions contemplated by this Agreement is not conditioned upon Purchaser's ability to obtain financing from any source. Purchaser shall be obligated to consummate the Closing regardless of whether Purchaser obtains financing. Notwithstanding the foregoing, Purchaser acknowledges for informational purposes that it intends t

Section 7.4 — OFAC / Anti-Money Laundering Purchaser is not, and is not acting directly or indirectly on behalf of, any Person or entity identified on, or owned or controlled by any Person or entity identified on, any list maintained by OFAC, including the Specially Designated Nationals and blocked Persons List, or any other list of sanctioned or prohibited Persons maintained by the United States government. Neither

Section 7.5 — Survival The representations and warranties of Purchaser set forth in this Article 7 shall survive the Closing for a period of twelve (12) months following the Closing Date. No claim for a breach of any representation or warranty of Purchaser may be commenced after the expiration of such twelve (12) month period, and upon such expiration, Purchaser shall have no further liability with respect to such re

ARTICLE 8 — CONDITIONS TO CLOSING

Section 8.1 — Conditions to Purchaser's Obligations The obligation of Purchaser to consummate the Closing shall be subject to the satisfaction (or waiver by Purchaser) of each of the following conditions on or prior to the Closing Date: (a) Bring-Down of Representations and Warranties. All representations and warranties of Seller set forth in Article 6 shall be true and correct in all material respects as of the Clos

Section 8.2 — Conditions to Seller's Obligations The obligation of Seller to consummate the Closing shall be subject to the satisfaction (or waiver by Seller) of each of the following conditions on or prior to the Closing Date: (a) Bring-Down of Representations and Warranties. All representations and warranties of Purchaser set forth in Article 7 shall be true and correct in all material respects as of the Closing Da

Section 8.3 — Waiver of Conditions Either party may waive, in whole or in part, any condition to its own obligation to close by delivering a written waiver to the other party. No such waiver shall constitute a waiver of any other condition or of any other right or remedy available to the waiving party under this Agreement. No waiver of any condition shall be effective unless set forth in a written instrument executed

Section 9.1 — Closing Date and Location (a) The Closing shall take place on or before May 30, 2023 (the "Target Closing Date"). The Closing may be conducted by escrow through the office of Archer & Towne Title Company (Attention: Philip Moreno, Title Officer), 60 East 42nd Street, Suite 1840, New York, NY 10165, or at such other location or in such other manner as the parties may mutually agree in writing. The partie

Section 9.2 — Seller's Closing Deliveries At or prior to the Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Purchaser (or to the Escrow Agent for delivery to Purchaser upon the completion of Closing) each of the following: (a) Deed. A bargain and sale deed with covenants against grantor's acts (the "Deed"), substantially in the form attached hereto as Exhibit B, duly executed and