1026-00004 · Client in this engagement is Briarwood Family Office LLC · Correspondence

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

280 Park Avenue New York, New York 10017

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

June 6, 2023

VIA HAND DELIVERY AND ELECTRONIC MAIL

Briarwood Family Office LLC

Attn: Elliot J. Briarwood, Founder & Managing Principal

450 Park Avenue, 31st Floor New York, New York 10022

Re: Acquisition of The Linden at Gramercy Park, 245 East 21st Street, New York, NY 10010 (Block 899, Lot 42, Borough of Manhattan) — Post-Closing Confirmation and Deliverables

C&H Matter No.: 1026-00004

Dear Elliot:

We are pleased to write to you to confirm the successful closing of the acquisition of The Linden at Gramercy Park (the "Property"), which took place on June 5, 2023. Congratulations on the completion of this significant transaction. This letter serves to memorialize the principal terms and conditions as consummated at closing, to outline the remaining post-closing deliverables and obligations, and to transmit the enclosed executed transaction documents for your files.

1. Closing Confirmation

As you know, the closing of the acquisition of the Property occurred on June 5, 2023 in accordance with the terms of the Purchase and Sale Agreement dated March 15, 2023 (the "PSA"), by and between Linden Gramercy Holdings LLC, a New York limited liability company ("Seller"), by its Managing Member, Marcus Steinfeld, as seller, and Gramercy Linden PropCo LLC, a New York limited liability company ("PropCo" or "Purchaser"), as purchaser.

At closing, fee simple title to the Property, known as 245 East 21st Street, New York, New York 10010, designated as Block 899, Lot 42, in the Borough of Manhattan, was conveyed by Seller to PropCo by bargain and sale deed with covenants against grantor's acts. PropCo is a wholly owned subsidiary of Gramercy Linden JV LLC, a Delaware limited liability company (the "JV" or "GLJV") (EIN: 93-4128765). PropCo has been assigned EIN: 93-4128779 by the Internal Revenue Service.

The aggregate purchase price of Forty Million Dollars ($40,000,000.00) was paid in full at closing, subject to customary prorations and adjustments as reflected in the closing settlement statement dated June 5, 2023. All conditions precedent to closing under the PSA were satisfied or waived, and all required deliverables were exchanged by the parties at the closing table.

For your reference, the Property consists of 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 building contains approximately 187,400 gross square feet, was originally constructed in 1928, and underwent a comprehensive gut renovation during the period of 2017 through 2018. The Property is located in the Gramercy Park neighborhood of Manhattan and benefits from its proximity to Gramercy Park, the surrounding residential and commercial amenities, and convenient access to multiple public transit options.

2. Financing Confirmation

The senior acquisition financing for the Property was funded simultaneously with the closing on June 5, 2023. We confirm the following details with respect to the loan:

Pinnacle Fidelity Bank, N.A. (the "Lender") funded the senior acquisition loan in the principal amount of Twenty-Six Million Dollars ($26,000,000.00) (Loan No. PFB-CRE-2023-05741) on the closing date. The loan was originated under the supervision of Sandra Kim, Vice President, Commercial Real Estate Lending, at Pinnacle Fidelity Bank, N.A.

The key terms of the loan, as confirmed at closing and reflected in the executed loan documents, are summarized below:

Interest Rate: The loan bears interest at a floating rate equal to 30-day Term SOFR plus 2.15% (215 basis points), subject to a SOFR floor of 3.00%. Based on the 30-day Term SOFR rate of 5.07% as published on June 5, 2023, the estimated all-in interest rate at closing was approximately 7.22% per annum.

Loan Term: Five (5) years from the closing date, with a stated maturity date of June 5, 2028.

Amortization: The loan is interest-only for the first twenty-four (24) months of the loan term. Thereafter, the loan amortizes on a thirty (30)-year amortization schedule for the remaining thirty-six (36) months of the initial term.

Extension Options: The loan provides for two (2) one-year extension options, extending the maturity date to June 5, 2029 and June 5, 2030, respectively. Exercise of each extension option is subject to the following conditions: (i) the debt service coverage ratio ("DSCR") must be no less than 1.30x as of the date of the extension request; (ii) no Event of Default (as defined in the Loan Agreement) shall have occurred and be continuing; and (iii) payment of an extension fee equal to 0.25% of the then-outstanding principal balance of the loan for each extension period.

Origination Fee: An origination fee of $195,000 (representing 0.75% of the original loan amount) was paid in full at closing.

Financial Covenants:

• DSCR Covenant: PropCo is required to maintain a minimum DSCR of 1.25x, tested on a quarterly basis based on trailing twelve-month net operating income.

• LTV Covenant: The loan-to-value ratio shall not exceed 70%, tested on an annual basis. The Lender reserves the right to require a third-party appraisal at PropCo's expense in connection with annual LTV testing.

Cash Management: The loan requires a soft lockbox structure for the collection of Property revenues. A hard lockbox will be triggered upon the occurrence of a Cash Sweep Trigger Event, which is defined as a DSCR falling below 1.15x for two (2) consecutive calendar quarters. Upon a Cash Sweep Trigger Event, all excess cash flow (after payment of debt service, required reserves, and approved operating expenses) will be swept into a lender-controlled reserve account until the DSCR is restored to 1.25x or greater for two (2) consecutive quarters.

In connection with the financing, Elliot J. Briarwood, individually, executed a Non-Recourse Carveout Guaranty (commonly referred to as a "bad boy" guaranty) in favor of Pinnacle Fidelity Bank, N.A. The Guaranty contains customary non-recourse carveout provisions and also includes the following ongoing financial covenants applicable to Mr. Briarwood personally:

• Maintenance of a minimum net worth of not less than $15,000,000 at all times during the term of the loan, calculated exclusive of the value of Mr. Briarwood's interest in PropCo and the JV; and

• Maintenance of minimum liquidity (defined as unencumbered cash and cash equivalents) of not less than $3,000,000 at all times during the term of the loan.

These financial covenants are subject to periodic certification requirements, as discussed in greater detail in Section 5 of this letter.

3. Equity Contributions and Joint Venture Confirmation

We confirm that all equity contributions required under the Limited Liability Company Agreement of Gramercy Linden JV LLC, dated as of April 19, 2023 (the "JV Operating Agreement"), were funded in full at or prior to the closing on June 5, 2023. The equity contributions were made by the Members of the JV as follows:

As reflected in the closing settlement statement, the earnest money deposit in the amount of $2,000,000.00, which had been previously deposited by PropCo and held in escrow by Archer & Towne Title Company as escrow agent pursuant to the terms of the PSA, was credited against the purchase price at closing and applied toward the aggregate equity contributions described above.

The total capitalization for the acquisition of the Property was $40,000,000, comprised of the $26,000,000 senior acquisition loan from Pinnacle Fidelity Bank, N.A. and $14,000,000 in aggregate equity contributions from the Members of the JV, representing a loan-to-cost ratio of approximately 65%.

In addition to the purchase price, estimated closing costs of approximately $1,850,000 were incurred in connection with the transaction. These closing costs included, among other items, the following:

• New York City Real Property Transfer Tax: approximately $1,050,000

• New York State Real Estate Transfer Tax: approximately $160,000

• New York State "Mansion Tax" (Additional Transfer Tax): approximately $150,000

• Title insurance premiums (owner's and lender's policies)

• Recording fees (deed, mortgage, and related instruments)

• Legal fees (buyer's counsel, lender's counsel, and related professional fees)

• Lender origination fees and related financing costs

All closing costs were allocated and paid in accordance with the closing settlement statement dated June 5, 2023, a copy of which is included among the enclosed documents.

4. Post-Closing Obligations and Deadlines

Pursuant to the terms of the PSA and the loan documents, certain post-closing obligations must be completed within thirty (30) calendar days following the closing date — that is, by no later than July 5, 2023. We describe each of the outstanding post-closing deliverables below and provide the current status of each item. We ask that you and your team give prompt attention to those items that require action on the part of Briarwood or its asset management personnel.

4.1 Recording of Deed and Mortgage

The bargain and sale deed with covenants against grantor's acts conveying the Property from Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC was submitted for recording with the New York City Register, Office of the City Register, Borough of Manhattan, on the date of closing. In addition, the mortgage, assignment of leases and rents, security agreement, and fixture filing in favor of Pinnacle Fidelity Bank, N.A. were simultaneously submitted for recording with the New York City Register.

As you are aware, the processing time for recording instruments with the New York City Register can vary, and the current turnaround time for conformed recorded copies is typically in the range of two to four weeks following submission. Calderwood & Harkness will monitor the status of these recordings and will deliver conformed recorded copies of the deed and mortgage to you, as well as to Pinnacle Fidelity Bank and Archer & Towne Title Company, promptly upon their return from the Register's office. We will also confirm the recording details (including CRFN numbers) at that time.

4.2 UCC Financing Statements

In connection with the Pinnacle Fidelity loan, UCC-1 financing statements are required to be filed to perfect the Lender's security interest in the personal property and fixtures that form part of the collateral for the loan. The applicable UCC-1 financing statements are being filed with the New York Secretary of State, and where applicable, with the New York City Register (for fixture filings). We expect these filings to be completed within five (5) to ten (10) business days following the closing date.

Upon receipt of filed and stamped copies of the UCC-1 financing statements, Calderwood & Harkness will deliver copies to PropCo and to Pinnacle Fidelity Bank, N.A. for their records.

4.3 Final Title Insurance Policies

Archer & Towne Title Company (Philip Moreno, Title Officer; Title Commitment No. AT-2023-MN-0041872) is currently in the process of issuing the following title insurance policies:

(a) Owner's Title Insurance Policy in the amount of $40,000,000 in favor of Gramercy Linden PropCo LLC, as the insured owner of the fee simple interest in the Property; and

(b) Lender's Title Insurance Policy in the amount of $26,000,000 in favor of Pinnacle Fidelity Bank, N.A., as the insured holder of the first mortgage lien on the Property.

Both policies will be issued based on the title commitment referenced above, subject to satisfaction of the closing requirements set forth therein. Final issuance of the policies is expected within approximately thirty (30) days of the closing date. Upon receipt of the marked-up pro forma policies from Archer & Towne Title Company, Calderwood & Harkness will review the policies for accuracy and conformity with the title commitment and closing instructions, and will deliver final copies to Briarwood, PropCo, and Pinnacle Fidelity Bank, N.A.

If any title exceptions or endorsement issues are identified during our review, we will promptly notify you and coordinate with the title company to resolve any discrepancies.

4.4 Property Management Transition

The Property Management Agreement between Gramercy Linden PropCo LLC and Summit Property Group LLC ("Summit") was fully executed at closing, effective as of June 5, 2023. Summit Property Group LLC is located at 315 West 36th Street, 4th Floor, New York, New York 10018, and the primary contact for the Property is Diana Castillo, Senior Vice President, Property Management.

Under the terms of the Property Management Agreement, Summit will manage the day-to-day operations of the Property in exchange for a management fee equal to 3.5% of Effective Gross Revenue (as defined in the Property Management Agreement), payable monthly. Summit has already commenced the transition of property management responsibilities from Seller's prior management team.

We recommend that Briarwood's asset management team coordinate directly with Diana Castillo at Summit Property Group to ensure a seamless handover of the following items:

• All tenant files, including original lease agreements, amendments, correspondence, and lease abstracts for each of the 212 residential units and 2 retail units;

• All existing service contracts, vendor agreements, and maintenance contracts for the Property, including contracts for building systems maintenance, elevator service, pest control, landscaping, cleaning, and security;

• All vendor relationships and contact information, including utility account information and existing purchase orders;

• Building operations manuals, warranties, and certificates of occupancy;

• Keys, access codes, and security system information; and

• Any pending maintenance requests, tenant complaints, or open work orders.

We note that, pursuant to the JV Operating Agreement, Briarwood Family Office LLC is entitled to receive an asset management fee equal to 1.0% of Effective Gross Revenue, payable in accordance with the distribution waterfall provisions of the JV Operating Agreement. This fee became effective as of the closing date.

4.5 Tenant Notification Letters

All tenants of the Property — comprising 212 residential tenants and 2 retail tenants — must be notified in writing of the change of ownership and the new property management contact information. Under applicable provisions of the New York Real Property Law, including without limitation Section 7-108 (relating to the transfer of security deposits) and general notice requirements for changes in property ownership, such notices should be delivered promptly following the closing.

Calderwood & Harkness has prepared template tenant notification letters for both residential and retail tenants. These template letters are enclosed with this correspondence for your review. The letters should be finalized and issued on the letterhead of either Gramercy Linden PropCo LLC or Summit Property Group LLC, as appropriate, and should include the following information:

• Identification of the new owner of the Property (Gramercy Linden PropCo LLC);

• The name, address, telephone number, and email address of the new property management company (Summit Property Group LLC);

• Instructions for the delivery of future rent payments, including any new payment addresses or electronic payment information;

• Confirmation that all existing lease terms remain in full force and effect; and

• Notice regarding the transfer of security deposits to the new owner, in compliance with applicable law.

We strongly recommend that these tenant notification letters be finalized and distributed as soon as practicable, and in all events no later than July 5, 2023, the expiration of the thirty (30)-day post-closing period. Please coordinate with Diana Castillo at Summit Property Group to arrange for the distribution of these notices, whether by personal delivery, first-class mail, or such other method as may be required under the individual lease agreements.

4.6 Insurance Confirmation

At closing, the following insurance coverages were bound effective as of June 5, 2023:

(a) Property Casualty Insurance with Northern Continental Assurance Company, providing coverage for the Property against fire, windstorm, and other covered perils, including coverage for loss of rental income; and

(b) Commercial General Liability Insurance with Consolidated Mutual Indemnity Co., providing coverage for bodily injury and property damage claims arising out of the ownership, operation, and maintenance of the Property.

Both policies were placed through Beacon Meridian Insurance Group (Alan Fitzpatrick, Broker). Insurance binders evidencing the above coverages are enclosed with this letter.

As a post-closing requirement under the loan documents, PropCo must deliver to Pinnacle Fidelity Bank, N.A. final insurance certificates and evidence of coverage that comply with the insurance requirements set forth in the Loan Agreement, including:

• Certificates of insurance naming Pinnacle Fidelity Bank, N.A. as additional insured (with respect to the liability policy) and as mortgagee/loss payee (with respect to the property casualty policy);

• Confirmation that coverage amounts, deductibles, and policy terms comply with the requirements of the Loan Agreement; and

• Evidence of umbrella/excess liability coverage, if required by the Lender.

We recommend that you instruct Alan Fitzpatrick at Beacon Meridian Insurance Group to issue final certificates of insurance directly to Pinnacle Fidelity Bank, N.A. (Attention: Sandra Kim, Vice President, Commercial Real Estate Lending) and to our office, so that we may confirm compliance with the Lender's insurance requirements.

4.7 Miscellaneous Post-Closing Items

In addition to the items described above, the following miscellaneous post-closing matters require attention:

(a) Post-Closing Adjustments and True-Ups. The PSA provides for post-closing adjustments and true-up payments, if any, between Seller and Purchaser. In particular, real estate taxes were prorated at closing based on estimated calendar year 2023 taxes, using the actual calendar year 2022 real estate taxes of $1,420,000 as the basis for the proration. If and when the final 2023 tax bills are issued and reflect a different amount, a true-up reconciliation will be calculated, and the appropriate adjustment will be made between the parties. Calderwood & Harkness will coordinate with Seller's counsel, Reedmore & Pratt LLP (David Ochoa), regarding any required post-closing adjustment payments.

(b) Outstanding Retail Tenant Estoppel Certificates. At closing, estoppel certificates were obtained from the majority of tenants at the Property. However, estoppel certificates from one or both of the retail tenants may remain outstanding. We will follow up with Seller's counsel to obtain any outstanding retail tenant estoppel certificates, which should be delivered to PropCo and to Pinnacle Fidelity Bank, N.A. as soon as they are available.

(c) Transfer of Security Deposits. All security deposits held by Seller with respect to the residential and retail leases at the Property are required to be transferred to PropCo or its designee (i.e., Summit Property Group LLC) in accordance with the terms of the PSA and applicable provisions of New York law, including Section 7-108 of the New York General Obligations Law. We will confirm with Seller's counsel that all security deposits have been or will be transferred promptly, and will advise you of the amounts received.

(d) Transfer Tax Returns. The New York City Real Property Transfer Tax Return (Form RPT) and the New York State Real Estate Transfer Tax Return (Form TP-584) were prepared and filed in connection with the closing. To the extent that any additional transfer tax returns or supplemental filings are required (including the Combined Real Estate Transfer Tax Return / Credit Line Mortgage Certificate, if applicable), Calderwood & Harkness will ensure that such filings are completed in a timely manner.

We will continue to track all of the foregoing post-closing items and will provide you with periodic status updates until all items have been resolved.

5. Ongoing Compliance Reminders

Now that the acquisition has closed and PropCo has assumed ownership and operation of the Property, we wish to remind you of certain key ongoing compliance obligations under the JV Operating Agreement and the Pinnacle Fidelity loan documents. Timely compliance with these obligations is essential to maintaining good standing under both the JV structure and the financing arrangements.

Quarterly Financial Statements. Unaudited financial statements for PropCo and the JV must be delivered to the Lender and to the Members of the JV within forty-five (45) days following the end of each fiscal quarter. These statements should include, at a minimum, a balance sheet, income statement, and statement of cash flows prepared in accordance with generally accepted accounting principles.

Annual Audited Financial Statements. Audited financial statements for PropCo and the JV must be delivered to the Lender and to the Members of the JV within ninety (90) days following the end of each fiscal year. The fiscal year of the JV is the calendar year. The audited financials must be prepared by an independent certified public accounting firm reasonably acceptable to the Lender.

Monthly Property-Level Operating Reports. Monthly operating reports for the Property, including rent rolls, accounts receivable aging, capital expenditure tracking, and variance analysis against the approved annual budget, must be prepared and delivered to the Members of the JV within twenty (20) days following the end of each calendar month.

Tax Matters Partner / K-1 Preparation. Pursuant to the JV Operating Agreement, Briarwood Family Office LLC serves as the Tax Matters Partner (or "Partnership Representative" under the Bipartisan Budget Act of 2015 partnership audit rules) for the JV. Schedule K-1 preparation and federal, state, and local tax return filings for the JV and PropCo should be coordinated with Kessler Whitmore & Co. LLP (Robert Nwosu, CPA), who has been engaged as the JV's tax advisor and return preparer. We recommend early coordination with Mr. Nwosu to establish the necessary systems and timelines for the first filing year.

DSCR and LTV Covenant Monitoring. As described in Section 2 of this letter, the Pinnacle Fidelity loan requires maintenance of a minimum DSCR of 1.25x, tested quarterly, and a maximum LTV of 70%, tested annually. We recommend that Briarwood's asset management team implement a regular monitoring and reporting process for these financial covenants to ensure timely identification of any potential covenant compliance issues. Early identification of trends that could lead to a covenant breach will allow for proactive communication with the Lender and, if necessary, implementation of corrective measures.

Personal Guaranty — Financial Covenant Certifications. Under the Non-Recourse Carveout Guaranty executed by Elliot J. Briarwood, the Lender may require periodic certifications of Mr. Briarwood's personal financial condition, including verification of the minimum net worth requirement ($15,000,000) and the minimum liquidity requirement ($3,000,000). We recommend that you work with your personal financial advisor and with Kessler Whitmore & Co. LLP to prepare for these certifications in advance of any Lender request.

Should you have any questions regarding the timing or content of any of the foregoing reporting or certification requirements, please do not hesitate to contact our office.

6. Index of Enclosed Executed Documents

Enclosed with this letter is a complete index of the original executed documents and other materials being transmitted to you in connection with the closing of the acquisition. Where original executed documents are available, originals are enclosed. Where originals are being held by another party (e.g., the Lender), are pending recording with the New York City Register, or have been previously distributed, conformed copies are provided in lieu of originals, as noted below.

Please review the enclosed documents carefully and confirm that they are consistent with your records. If any documents appear to be missing or if you have any questions regarding the enclosed materials, please contact Grace Nakamura at our office promptly.

The index of enclosed documents is as follows:

1. Limited Liability Company Agreement of Gramercy Linden JV LLC (execution version, dated April 19, 2023) — conformed copy (originals were previously distributed to all Members)

2. Certificate of Formation — Gramercy Linden JV LLC (State of Delaware) — certified copy

3. Certificate of Formation — Gramercy Linden PropCo LLC (State of New York) — certified copy

4. IRS EIN Assignment Letter — Gramercy Linden JV LLC (EIN: 93-4128765) — copy

5. IRS EIN Assignment Letter — Gramercy Linden PropCo LLC (EIN: 93-4128779) — copy

6. Purchase and Sale Agreement (execution version, dated March 15, 2023), by and between Linden Gramercy Holdings LLC, as Seller, and Gramercy Linden PropCo LLC, as Purchaser — conformed copy

7. Bargain and Sale Deed with Covenants Against Grantor's Acts (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — copy submitted for recording; conformed recorded copy to follow

8. Bill of Sale (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — original

9. Assignment and Assumption of Leases (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — original

10. Assignment and Assumption of Contracts (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — original

11. Seller's FIRPTA Certificate (Non-Foreign Person Affidavit) (Linden Gramercy Holdings LLC) — original

12. NYC Real Property Transfer Tax Return (Form RPT) — filed copy

13. NYS Real Estate Transfer Tax Return (Form TP-584) — filed copy

14. Combined Real Estate Transfer Tax Return / Credit Line Mortgage Certificate (if applicable) — filed copy, if applicable

15. Loan Agreement (by and between Gramercy Linden PropCo LLC, as Borrower, and Pinnacle Fidelity Bank, N.A., as Lender; Loan No. PFB-CRE-2023-05741) — conformed copy (original held by Lender)

16. Promissory Note in the principal amount of $26,000,000 (Gramercy Linden PropCo LLC to Pinnacle Fidelity Bank, N.A.) — conformed copy (original held by Lender)

17. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (Gramercy Linden PropCo LLC to Pinnacle Fidelity Bank, N.A.) — copy submitted for recording; conformed recorded copy to follow

18. Non-Recourse Carveout Guaranty (Elliot J. Briarwood, individually, in favor of Pinnacle Fidelity Bank, N.A.) — conformed copy (original held by Lender)

19. Environmental Indemnity Agreement (Gramercy Linden PropCo LLC and Elliot J. Briarwood, individually, in favor of Pinnacle Fidelity Bank, N.A.) — conformed copy (original held by Lender)

20. Title Commitment (Archer & Towne Title Company, Commitment No. AT-2023-MN-0041872) — copy (final Owner's and Lender's title insurance policies to follow upon issuance)

21. Phase I Environmental Site Assessment (prepared by Ridgecrest Environmental Consultants LLC, Report No. REC-2023-0287, dated March 28, 2023) — copy

22. Appraisal Report (prepared by Greystone Appraisal Associates LLC, File No. GAA-2023-NY-1148; appraised value of $41,200,000 as of February 15, 2023) — copy

23. Property Management Agreement (by and between Gramercy Linden PropCo LLC and Summit Property Group LLC) — original

24. Closing Settlement Statement (dated June 5, 2023) — original

25. Property Insurance Binder (Northern Continental Assurance Company) — copy

26. General Liability Insurance Binder (Consolidated Mutual Indemnity Co.) — copy

27. Certificates of Good Standing (for Gramercy Linden JV LLC, Gramercy Linden PropCo LLC, and other JV entities, as applicable) — certified copies

28. Resolutions and Incumbency Certificates (for all entity parties to the transaction) — copies

We recommend that you maintain these documents in a secure location and that copies be provided to your internal files and to your accountant, Kessler Whitmore & Co. LLP, as appropriate.

7. Closing Remarks

Calderwood & Harkness LLP will continue to actively monitor all outstanding post-closing items and will coordinate as necessary with the following parties to ensure the timely completion of all remaining deliverables:

• Reedmore & Pratt LLP (David Ochoa, Esq.) — counsel to Seller, Linden Gramercy Holdings LLC;

• Whitfield Archer & Crane LLP (Nadia Kowalski, Esq.) — counsel to co-investors Cedarpoint Capital Partners LLC and Halcyon Ridge Investments LP;

• Archer & Towne Title Company (Philip Moreno, Title Officer) — title insurer and escrow agent; and

• Pinnacle Fidelity Bank, N.A. (Sandra Kim, Vice President, Commercial Real Estate Lending) — senior lender.

We will provide you with a written status update on all post-closing items on or before June 23, 2023, and will promptly notify you of any issues that may require your attention prior to the July 5, 2023 deadline.

Should you have any questions regarding this letter, the enclosed documents, or any aspect of the transaction or your ongoing obligations, please do not hesitate to contact Angela Fontaine at (212) 558-4112 or afontaine@calderwoodharkness.com, or Grace Nakamura at (212) 558-4247 or gnakamura@calderwoodharkness.com.

It has been a privilege to represent Briarwood Family Office LLC in connection with this acquisition. We are proud to have assisted you in adding The Linden at Gramercy Park to the Briarwood portfolio, and we look forward to continuing to serve as your counsel on this investment and on future matters.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Angela Fontaine, Partner Calderwood & Harkness LLP 280 Park Avenue New York, New York 10017 Telephone: (212) 558-4112

Email: afontaine@calderwoodharkness.com

cc:

Douglas Fairchild, Esq., Calderwood & Harkness LLP Grace Nakamura, Esq., Calderwood & Harkness LLP Rafael Dominguez, Esq., Calderwood & Harkness LLP

Enclosures: Index of Original Executed Documents (as described in Section 6)

Member	Percentage Interest	Equity Contribution
Briarwood Family Office LLC	50%	$7,000,000.00
Cedarpoint Capital Partners LLC	30%	$4,200,000.00
Halcyon Ridge Investments LP	20%	$2,800,000.00
Total	100%	$14,000,000.00

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
280 Park Avenue New York, New York 10017
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June 6, 2023
VIA HAND DELIVERY AND ELECTRONIC MAIL
Briarwood Family Office LLC
Attn: Elliot J. Briarwood, Founder & Managing Principal
450 Park Avenue, 31st Floor New York, New York 10022
Re: Acquisition of The Linden at Gramercy Park, 245 East 21st Street, New York, NY 10010 (Block 899, Lot 42, Borough of Manhattan) — Post-Closing Confirmation and Deliverables
C&H Matter No.: 1026-00004
Dear Elliot:
We are pleased to write to you to confirm the successful closing of the acquisition of The Linden at Gramercy Park (the "Property"), which took place on June 5, 2023. Congratulations on the completion of this significant transaction. This letter serves to memorialize the principal terms and conditions as consummated at closing, to outline the remaining post-closing deliverables and obligations, and to transmit the enclosed executed transaction documents for your files.
1. Closing Confirmation
As you know, the closing of the acquisition of the Property occurred on June 5, 2023 in accordance with the terms of the Purchase and Sale Agreement dated March 15, 2023 (the "PSA"), by and between Linden Gramercy Holdings LLC, a New York limited liability company ("Seller"), by its Managing Member, Marcus Steinfeld, as seller, and Gramercy Linden PropCo LLC, a New York limited liability company ("PropCo" or "Purchaser"), as purchaser.
At closing, fee simple title to the Property, known as 245 East 21st Street, New York, New York 10010, designated as Block 899, Lot 42, in the Borough of Manhattan, was conveyed by Seller to PropCo by bargain and sale deed with covenants against grantor's acts. PropCo is a wholly owned subsidiary of Gramercy Linden JV LLC, a Delaware limited liability company (the "JV" or "GLJV") (EIN: 93-4128765). PropCo has been assigned EIN: 93-4128779 by the Internal Revenue Service.
The aggregate purchase price of Forty Million Dollars ($40,000,000.00) was paid in full at closing, subject to customary prorations and adjustments as reflected in the closing settlement statement dated June 5, 2023. All conditions precedent to closing under the PSA were satisfied or waived, and all required deliverables were exchanged by the parties at the closing table.
For your reference, the Property consists of 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 building contains approximately 187,400 gross square feet, was originally constructed in 1928, and underwent a comprehensive gut renovation during the period of 2017 through 2018. The Property is located in the Gramercy Park neighborhood of Manhattan and benefits from its proximity to Gramercy Park, the surrounding residential and commercial amenities, and convenient access to multiple public transit options.
2. Financing Confirmation
The senior acquisition financing for the Property was funded simultaneously with the closing on June 5, 2023. We confirm the following details with respect to the loan:
Pinnacle Fidelity Bank, N.A. (the "Lender") funded the senior acquisition loan in the principal amount of Twenty-Six Million Dollars ($26,000,000.00) (Loan No. PFB-CRE-2023-05741) on the closing date. The loan was originated under the supervision of Sandra Kim, Vice President, Commercial Real Estate Lending, at Pinnacle Fidelity Bank, N.A.
The key terms of the loan, as confirmed at closing and reflected in the executed loan documents, are summarized below:
Interest Rate: The loan bears interest at a floating rate equal to 30-day Term SOFR plus 2.15% (215 basis points), subject to a SOFR floor of 3.00%. Based on the 30-day Term SOFR rate of 5.07% as published on June 5, 2023, the estimated all-in interest rate at closing was approximately 7.22% per annum.
Loan Term: Five (5) years from the closing date, with a stated maturity date of June 5, 2028.
Amortization: The loan is interest-only for the first twenty-four (24) months of the loan term. Thereafter, the loan amortizes on a thirty (30)-year amortization schedule for the remaining thirty-six (36) months of the initial term.
Extension Options: The loan provides for two (2) one-year extension options, extending the maturity date to June 5, 2029 and June 5, 2030, respectively. Exercise of each extension option is subject to the following conditions: (i) the debt service coverage ratio ("DSCR") must be no less than 1.30x as of the date of the extension request; (ii) no Event of Default (as defined in the Loan Agreement) shall have occurred and be continuing; and (iii) payment of an extension fee equal to 0.25% of the then-outstanding principal balance of the loan for each extension period.
Origination Fee: An origination fee of $195,000 (representing 0.75% of the original loan amount) was paid in full at closing.
Financial Covenants:
• DSCR Covenant: PropCo is required to maintain a minimum DSCR of 1.25x, tested on a quarterly basis based on trailing twelve-month net operating income.
• LTV Covenant: The loan-to-value ratio shall not exceed 70%, tested on an annual basis. The Lender reserves the right to require a third-party appraisal at PropCo's expense in connection with annual LTV testing.
Cash Management: The loan requires a soft lockbox structure for the collection of Property revenues. A hard lockbox will be triggered upon the occurrence of a Cash Sweep Trigger Event, which is defined as a DSCR falling below 1.15x for two (2) consecutive calendar quarters. Upon a Cash Sweep Trigger Event, all excess cash flow (after payment of debt service, required reserves, and approved operating expenses) will be swept into a lender-controlled reserve account until the DSCR is restored to 1.25x or greater for two (2) consecutive quarters.
In connection with the financing, Elliot J. Briarwood, individually, executed a Non-Recourse Carveout Guaranty (commonly referred to as a "bad boy" guaranty) in favor of Pinnacle Fidelity Bank, N.A. The Guaranty contains customary non-recourse carveout provisions and also includes the following ongoing financial covenants applicable to Mr. Briarwood personally:
• Maintenance of a minimum net worth of not less than $15,000,000 at all times during the term of the loan, calculated exclusive of the value of Mr. Briarwood's interest in PropCo and the JV; and
• Maintenance of minimum liquidity (defined as unencumbered cash and cash equivalents) of not less than $3,000,000 at all times during the term of the loan.
These financial covenants are subject to periodic certification requirements, as discussed in greater detail in Section 5 of this letter.
3. Equity Contributions and Joint Venture Confirmation
We confirm that all equity contributions required under the Limited Liability Company Agreement of Gramercy Linden JV LLC, dated as of April 19, 2023 (the "JV Operating Agreement"), were funded in full at or prior to the closing on June 5, 2023. The equity contributions were made by the Members of the JV as follows:
As reflected in the closing settlement statement, the earnest money deposit in the amount of $2,000,000.00, which had been previously deposited by PropCo and held in escrow by Archer & Towne Title Company as escrow agent pursuant to the terms of the PSA, was credited against the purchase price at closing and applied toward the aggregate equity contributions described above.
The total capitalization for the acquisition of the Property was $40,000,000, comprised of the $26,000,000 senior acquisition loan from Pinnacle Fidelity Bank, N.A. and $14,000,000 in aggregate equity contributions from the Members of the JV, representing a loan-to-cost ratio of approximately 65%.
In addition to the purchase price, estimated closing costs of approximately $1,850,000 were incurred in connection with the transaction. These closing costs included, among other items, the following:
• New York City Real Property Transfer Tax: approximately $1,050,000
• New York State Real Estate Transfer Tax: approximately $160,000
• New York State "Mansion Tax" (Additional Transfer Tax): approximately $150,000
• Title insurance premiums (owner's and lender's policies)
• Recording fees (deed, mortgage, and related instruments)
• Legal fees (buyer's counsel, lender's counsel, and related professional fees)
• Lender origination fees and related financing costs
All closing costs were allocated and paid in accordance with the closing settlement statement dated June 5, 2023, a copy of which is included among the enclosed documents.
4. Post-Closing Obligations and Deadlines
Pursuant to the terms of the PSA and the loan documents, certain post-closing obligations must be completed within thirty (30) calendar days following the closing date — that is, by no later than July 5, 2023. We describe each of the outstanding post-closing deliverables below and provide the current status of each item. We ask that you and your team give prompt attention to those items that require action on the part of Briarwood or its asset management personnel.
4.1 Recording of Deed and Mortgage
The bargain and sale deed with covenants against grantor's acts conveying the Property from Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC was submitted for recording with the New York City Register, Office of the City Register, Borough of Manhattan, on the date of closing. In addition, the mortgage, assignment of leases and rents, security agreement, and fixture filing in favor of Pinnacle Fidelity Bank, N.A. were simultaneously submitted for recording with the New York City Register.
As you are aware, the processing time for recording instruments with the New York City Register can vary, and the current turnaround time for conformed recorded copies is typically in the range of two to four weeks following submission. Calderwood & Harkness will monitor the status of these recordings and will deliver conformed recorded copies of the deed and mortgage to you, as well as to Pinnacle Fidelity Bank and Archer & Towne Title Company, promptly upon their return from the Register's office. We will also confirm the recording details (including CRFN numbers) at that time.
4.2 UCC Financing Statements
In connection with the Pinnacle Fidelity loan, UCC-1 financing statements are required to be filed to perfect the Lender's security interest in the personal property and fixtures that form part of the collateral for the loan. The applicable UCC-1 financing statements are being filed with the New York Secretary of State, and where applicable, with the New York City Register (for fixture filings). We expect these filings to be completed within five (5) to ten (10) business days following the closing date.
Upon receipt of filed and stamped copies of the UCC-1 financing statements, Calderwood & Harkness will deliver copies to PropCo and to Pinnacle Fidelity Bank, N.A. for their records.
4.3 Final Title Insurance Policies
Archer & Towne Title Company (Philip Moreno, Title Officer; Title Commitment No. AT-2023-MN-0041872) is currently in the process of issuing the following title insurance policies:
(a) Owner's Title Insurance Policy in the amount of $40,000,000 in favor of Gramercy Linden PropCo LLC, as the insured owner of the fee simple interest in the Property; and
(b) Lender's Title Insurance Policy in the amount of $26,000,000 in favor of Pinnacle Fidelity Bank, N.A., as the insured holder of the first mortgage lien on the Property.
Both policies will be issued based on the title commitment referenced above, subject to satisfaction of the closing requirements set forth therein. Final issuance of the policies is expected within approximately thirty (30) days of the closing date. Upon receipt of the marked-up pro forma policies from Archer & Towne Title Company, Calderwood & Harkness will review the policies for accuracy and conformity with the title commitment and closing instructions, and will deliver final copies to Briarwood, PropCo, and Pinnacle Fidelity Bank, N.A.
If any title exceptions or endorsement issues are identified during our review, we will promptly notify you and coordinate with the title company to resolve any discrepancies.
4.4 Property Management Transition
The Property Management Agreement between Gramercy Linden PropCo LLC and Summit Property Group LLC ("Summit") was fully executed at closing, effective as of June 5, 2023. Summit Property Group LLC is located at 315 West 36th Street, 4th Floor, New York, New York 10018, and the primary contact for the Property is Diana Castillo, Senior Vice President, Property Management.
Under the terms of the Property Management Agreement, Summit will manage the day-to-day operations of the Property in exchange for a management fee equal to 3.5% of Effective Gross Revenue (as defined in the Property Management Agreement), payable monthly. Summit has already commenced the transition of property management responsibilities from Seller's prior management team.
We recommend that Briarwood's asset management team coordinate directly with Diana Castillo at Summit Property Group to ensure a seamless handover of the following items:
• All tenant files, including original lease agreements, amendments, correspondence, and lease abstracts for each of the 212 residential units and 2 retail units;
• All existing service contracts, vendor agreements, and maintenance contracts for the Property, including contracts for building systems maintenance, elevator service, pest control, landscaping, cleaning, and security;
• All vendor relationships and contact information, including utility account information and existing purchase orders;
• Building operations manuals, warranties, and certificates of occupancy;
• Keys, access codes, and security system information; and
• Any pending maintenance requests, tenant complaints, or open work orders.
We note that, pursuant to the JV Operating Agreement, Briarwood Family Office LLC is entitled to receive an asset management fee equal to 1.0% of Effective Gross Revenue, payable in accordance with the distribution waterfall provisions of the JV Operating Agreement. This fee became effective as of the closing date.
4.5 Tenant Notification Letters
All tenants of the Property — comprising 212 residential tenants and 2 retail tenants — must be notified in writing of the change of ownership and the new property management contact information. Under applicable provisions of the New York Real Property Law, including without limitation Section 7-108 (relating to the transfer of security deposits) and general notice requirements for changes in property ownership, such notices should be delivered promptly following the closing.
Calderwood & Harkness has prepared template tenant notification letters for both residential and retail tenants. These template letters are enclosed with this correspondence for your review. The letters should be finalized and issued on the letterhead of either Gramercy Linden PropCo LLC or Summit Property Group LLC, as appropriate, and should include the following information:
• Identification of the new owner of the Property (Gramercy Linden PropCo LLC);
• The name, address, telephone number, and email address of the new property management company (Summit Property Group LLC);
• Instructions for the delivery of future rent payments, including any new payment addresses or electronic payment information;
• Confirmation that all existing lease terms remain in full force and effect; and
• Notice regarding the transfer of security deposits to the new owner, in compliance with applicable law.
We strongly recommend that these tenant notification letters be finalized and distributed as soon as practicable, and in all events no later than July 5, 2023, the expiration of the thirty (30)-day post-closing period. Please coordinate with Diana Castillo at Summit Property Group to arrange for the distribution of these notices, whether by personal delivery, first-class mail, or such other method as may be required under the individual lease agreements.
4.6 Insurance Confirmation
At closing, the following insurance coverages were bound effective as of June 5, 2023:
(a) Property Casualty Insurance with Northern Continental Assurance Company, providing coverage for the Property against fire, windstorm, and other covered perils, including coverage for loss of rental income; and
(b) Commercial General Liability Insurance with Consolidated Mutual Indemnity Co., providing coverage for bodily injury and property damage claims arising out of the ownership, operation, and maintenance of the Property.
Both policies were placed through Beacon Meridian Insurance Group (Alan Fitzpatrick, Broker). Insurance binders evidencing the above coverages are enclosed with this letter.
As a post-closing requirement under the loan documents, PropCo must deliver to Pinnacle Fidelity Bank, N.A. final insurance certificates and evidence of coverage that comply with the insurance requirements set forth in the Loan Agreement, including:
• Certificates of insurance naming Pinnacle Fidelity Bank, N.A. as additional insured (with respect to the liability policy) and as mortgagee/loss payee (with respect to the property casualty policy);
• Confirmation that coverage amounts, deductibles, and policy terms comply with the requirements of the Loan Agreement; and
• Evidence of umbrella/excess liability coverage, if required by the Lender.
We recommend that you instruct Alan Fitzpatrick at Beacon Meridian Insurance Group to issue final certificates of insurance directly to Pinnacle Fidelity Bank, N.A. (Attention: Sandra Kim, Vice President, Commercial Real Estate Lending) and to our office, so that we may confirm compliance with the Lender's insurance requirements.
4.7 Miscellaneous Post-Closing Items
In addition to the items described above, the following miscellaneous post-closing matters require attention:
(a) Post-Closing Adjustments and True-Ups. The PSA provides for post-closing adjustments and true-up payments, if any, between Seller and Purchaser. In particular, real estate taxes were prorated at closing based on estimated calendar year 2023 taxes, using the actual calendar year 2022 real estate taxes of $1,420,000 as the basis for the proration. If and when the final 2023 tax bills are issued and reflect a different amount, a true-up reconciliation will be calculated, and the appropriate adjustment will be made between the parties. Calderwood & Harkness will coordinate with Seller's counsel, Reedmore & Pratt LLP (David Ochoa), regarding any required post-closing adjustment payments.
(b) Outstanding Retail Tenant Estoppel Certificates. At closing, estoppel certificates were obtained from the majority of tenants at the Property. However, estoppel certificates from one or both of the retail tenants may remain outstanding. We will follow up with Seller's counsel to obtain any outstanding retail tenant estoppel certificates, which should be delivered to PropCo and to Pinnacle Fidelity Bank, N.A. as soon as they are available.
(c) Transfer of Security Deposits. All security deposits held by Seller with respect to the residential and retail leases at the Property are required to be transferred to PropCo or its designee (i.e., Summit Property Group LLC) in accordance with the terms of the PSA and applicable provisions of New York law, including Section 7-108 of the New York General Obligations Law. We will confirm with Seller's counsel that all security deposits have been or will be transferred promptly, and will advise you of the amounts received.
(d) Transfer Tax Returns. The New York City Real Property Transfer Tax Return (Form RPT) and the New York State Real Estate Transfer Tax Return (Form TP-584) were prepared and filed in connection with the closing. To the extent that any additional transfer tax returns or supplemental filings are required (including the Combined Real Estate Transfer Tax Return / Credit Line Mortgage Certificate, if applicable), Calderwood & Harkness will ensure that such filings are completed in a timely manner.
We will continue to track all of the foregoing post-closing items and will provide you with periodic status updates until all items have been resolved.
5. Ongoing Compliance Reminders
Now that the acquisition has closed and PropCo has assumed ownership and operation of the Property, we wish to remind you of certain key ongoing compliance obligations under the JV Operating Agreement and the Pinnacle Fidelity loan documents. Timely compliance with these obligations is essential to maintaining good standing under both the JV structure and the financing arrangements.
Quarterly Financial Statements. Unaudited financial statements for PropCo and the JV must be delivered to the Lender and to the Members of the JV within forty-five (45) days following the end of each fiscal quarter. These statements should include, at a minimum, a balance sheet, income statement, and statement of cash flows prepared in accordance with generally accepted accounting principles.
Annual Audited Financial Statements. Audited financial statements for PropCo and the JV must be delivered to the Lender and to the Members of the JV within ninety (90) days following the end of each fiscal year. The fiscal year of the JV is the calendar year. The audited financials must be prepared by an independent certified public accounting firm reasonably acceptable to the Lender.
Monthly Property-Level Operating Reports. Monthly operating reports for the Property, including rent rolls, accounts receivable aging, capital expenditure tracking, and variance analysis against the approved annual budget, must be prepared and delivered to the Members of the JV within twenty (20) days following the end of each calendar month.
Tax Matters Partner / K-1 Preparation. Pursuant to the JV Operating Agreement, Briarwood Family Office LLC serves as the Tax Matters Partner (or "Partnership Representative" under the Bipartisan Budget Act of 2015 partnership audit rules) for the JV. Schedule K-1 preparation and federal, state, and local tax return filings for the JV and PropCo should be coordinated with Kessler Whitmore & Co. LLP (Robert Nwosu, CPA), who has been engaged as the JV's tax advisor and return preparer. We recommend early coordination with Mr. Nwosu to establish the necessary systems and timelines for the first filing year.
DSCR and LTV Covenant Monitoring. As described in Section 2 of this letter, the Pinnacle Fidelity loan requires maintenance of a minimum DSCR of 1.25x, tested quarterly, and a maximum LTV of 70%, tested annually. We recommend that Briarwood's asset management team implement a regular monitoring and reporting process for these financial covenants to ensure timely identification of any potential covenant compliance issues. Early identification of trends that could lead to a covenant breach will allow for proactive communication with the Lender and, if necessary, implementation of corrective measures.
Personal Guaranty — Financial Covenant Certifications. Under the Non-Recourse Carveout Guaranty executed by Elliot J. Briarwood, the Lender may require periodic certifications of Mr. Briarwood's personal financial condition, including verification of the minimum net worth requirement ($15,000,000) and the minimum liquidity requirement ($3,000,000). We recommend that you work with your personal financial advisor and with Kessler Whitmore & Co. LLP to prepare for these certifications in advance of any Lender request.
Should you have any questions regarding the timing or content of any of the foregoing reporting or certification requirements, please do not hesitate to contact our office.
6. Index of Enclosed Executed Documents
Enclosed with this letter is a complete index of the original executed documents and other materials being transmitted to you in connection with the closing of the acquisition. Where original executed documents are available, originals are enclosed. Where originals are being held by another party (e.g., the Lender), are pending recording with the New York City Register, or have been previously distributed, conformed copies are provided in lieu of originals, as noted below.
Please review the enclosed documents carefully and confirm that they are consistent with your records. If any documents appear to be missing or if you have any questions regarding the enclosed materials, please contact Grace Nakamura at our office promptly.
The index of enclosed documents is as follows:
1. Limited Liability Company Agreement of Gramercy Linden JV LLC (execution version, dated April 19, 2023) — conformed copy (originals were previously distributed to all Members)
2. Certificate of Formation — Gramercy Linden JV LLC (State of Delaware) — certified copy
3. Certificate of Formation — Gramercy Linden PropCo LLC (State of New York) — certified copy
4. IRS EIN Assignment Letter — Gramercy Linden JV LLC (EIN: 93-4128765) — copy
5. IRS EIN Assignment Letter — Gramercy Linden PropCo LLC (EIN: 93-4128779) — copy
6. Purchase and Sale Agreement (execution version, dated March 15, 2023), by and between Linden Gramercy Holdings LLC, as Seller, and Gramercy Linden PropCo LLC, as Purchaser — conformed copy
7. Bargain and Sale Deed with Covenants Against Grantor's Acts (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — copy submitted for recording; conformed recorded copy to follow
8. Bill of Sale (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — original
9. Assignment and Assumption of Leases (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — original
10. Assignment and Assumption of Contracts (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — original
11. Seller's FIRPTA Certificate (Non-Foreign Person Affidavit) (Linden Gramercy Holdings LLC) — original
12. NYC Real Property Transfer Tax Return (Form RPT) — filed copy
13. NYS Real Estate Transfer Tax Return (Form TP-584) — filed copy
14. Combined Real Estate Transfer Tax Return / Credit Line Mortgage Certificate (if applicable) — filed copy, if applicable
15. Loan Agreement (by and between Gramercy Linden PropCo LLC, as Borrower, and Pinnacle Fidelity Bank, N.A., as Lender; Loan No. PFB-CRE-2023-05741) — conformed copy (original held by Lender)
16. Promissory Note in the principal amount of $26,000,000 (Gramercy Linden PropCo LLC to Pinnacle Fidelity Bank, N.A.) — conformed copy (original held by Lender)
17. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (Gramercy Linden PropCo LLC to Pinnacle Fidelity Bank, N.A.) — copy submitted for recording; conformed recorded copy to follow
18. Non-Recourse Carveout Guaranty (Elliot J. Briarwood, individually, in favor of Pinnacle Fidelity Bank, N.A.) — conformed copy (original held by Lender)
19. Environmental Indemnity Agreement (Gramercy Linden PropCo LLC and Elliot J. Briarwood, individually, in favor of Pinnacle Fidelity Bank, N.A.) — conformed copy (original held by Lender)
20. Title Commitment (Archer & Towne Title Company, Commitment No. AT-2023-MN-0041872) — copy (final Owner's and Lender's title insurance policies to follow upon issuance)
21. Phase I Environmental Site Assessment (prepared by Ridgecrest Environmental Consultants LLC, Report No. REC-2023-0287, dated March 28, 2023) — copy
22. Appraisal Report (prepared by Greystone Appraisal Associates LLC, File No. GAA-2023-NY-1148; appraised value of $41,200,000 as of February 15, 2023) — copy
23. Property Management Agreement (by and between Gramercy Linden PropCo LLC and Summit Property Group LLC) — original
24. Closing Settlement Statement (dated June 5, 2023) — original
25. Property Insurance Binder (Northern Continental Assurance Company) — copy
26. General Liability Insurance Binder (Consolidated Mutual Indemnity Co.) — copy
27. Certificates of Good Standing (for Gramercy Linden JV LLC, Gramercy Linden PropCo LLC, and other JV entities, as applicable) — certified copies
28. Resolutions and Incumbency Certificates (for all entity parties to the transaction) — copies
We recommend that you maintain these documents in a secure location and that copies be provided to your internal files and to your accountant, Kessler Whitmore & Co. LLP, as appropriate.
7. Closing Remarks
Calderwood & Harkness LLP will continue to actively monitor all outstanding post-closing items and will coordinate as necessary with the following parties to ensure the timely completion of all remaining deliverables:
• Reedmore & Pratt LLP (David Ochoa, Esq.) — counsel to Seller, Linden Gramercy Holdings LLC;
• Whitfield Archer & Crane LLP (Nadia Kowalski, Esq.) — counsel to co-investors Cedarpoint Capital Partners LLC and Halcyon Ridge Investments LP;
• Archer & Towne Title Company (Philip Moreno, Title Officer) — title insurer and escrow agent; and
• Pinnacle Fidelity Bank, N.A. (Sandra Kim, Vice President, Commercial Real Estate Lending) — senior lender.
We will provide you with a written status update on all post-closing items on or before June 23, 2023, and will promptly notify you of any issues that may require your attention prior to the July 5, 2023 deadline.
Should you have any questions regarding this letter, the enclosed documents, or any aspect of the transaction or your ongoing obligations, please do not hesitate to contact Angela Fontaine at (212) 558-4112 or afontaine@calderwoodharkness.com, or Grace Nakamura at (212) 558-4247 or gnakamura@calderwoodharkness.com.
It has been a privilege to represent Briarwood Family Office LLC in connection with this acquisition. We are proud to have assisted you in adding The Linden at Gramercy Park to the Briarwood portfolio, and we look forward to continuing to serve as your counsel on this investment and on future matters.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Angela Fontaine, Partner Calderwood & Harkness LLP 280 Park Avenue New York, New York 10017 Telephone: (212) 558-4112
Email: afontaine@calderwoodharkness.com
cc:
Douglas Fairchild, Esq., Calderwood & Harkness LLP Grace Nakamura, Esq., Calderwood & Harkness LLP Rafael Dominguez, Esq., Calderwood & Harkness LLP
Enclosures: Index of Original Executed Documents (as described in Section 6)
Member | Percentage Interest | Equity Contribution
Briarwood Family Office LLC | 50% | $7,000,000.00
Cedarpoint Capital Partners LLC | 30% | $4,200,000.00
Halcyon Ridge Investments LP | 20% | $2,800,000.00
Total | 100% | $14,000,000.00

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