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

engagement-letter-briarwood.docx DOCUMENT Real Estate

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Counsellors at Law 280 Park Avenue New York, New York 10017

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

February 8, 2023

Briarwood Family Office LLC 450 Park Avenue, 31st Floor New York, New York 10022

Attention: Elliot J. Briarwood, Founder & Managing Principal

Re: Engagement of Calderwood & Harkness LLP — Club-Deal Joint Venture Formation, Acquisition of The Linden at Gramercy Park, and Related Senior Financing Our Matter No.: 1026-00004

Dear Mr. Briarwood:

We are pleased to confirm that Briarwood Family Office LLC ("Briarwood" or the "Client") has engaged Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as outside legal counsel in connection with the matters described more fully herein. We appreciate the confidence you have placed in the Firm and look forward to working with you and your team on this transaction.

The purpose of this engagement letter is to set forth the terms and conditions of the Firm's engagement, including, without limitation, the scope of our representation, the composition of the engagement team, applicable billing rates, the retainer arrangement, confidentiality obligations, and other terms governing the attorney-client relationship between the Firm and the Client. This letter, once executed by the Client, shall constitute the binding agreement between the parties with respect to the matters set forth herein. For the avoidance of doubt, this engagement was opened effective as of February 8, 2023.

We ask that you review this letter carefully. If you have any questions regarding any of the terms set forth below, please do not hesitate to contact me directly. Otherwise, please confirm your agreement by signing and returning the enclosed duplicate original, as described in Section 13 below.

1. Description of Client

The Client in this engagement is Briarwood Family Office LLC, a Delaware limited liability company, with its principal offices located at 450 Park Avenue, 31st Floor, New York, New York 10022. In connection with this matter, the Firm represents only Briarwood Family Office LLC as an entity. The Firm does not represent, and shall not be deemed to represent, any individual member, manager, principal, officer, employee, affiliate, family member, related trust, estate planning vehicle, or co-investor of Briarwood, except as may be expressly agreed to in a separate written engagement letter or supplement hereto.

The Client acknowledges and agrees that Elliot J. Briarwood, in his capacity as Founder & Managing Principal of Briarwood Family Office LLC, will serve as the primary point of contact for all communications between the Firm and the Client in connection with this engagement. The Client may, from time to time, designate additional authorized contacts by written notice to the Firm, and the Firm shall be entitled to rely upon instructions received from any such designated contacts. Unless and until such additional designations are made, the Firm shall direct all substantive communications, including legal advice, status updates, and requests for information or approvals, to Mr. Briarwood.

2. Scope of Representation

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

(a) Joint Venture Formation and Negotiation

The Firm will represent Briarwood in connection with the formation and structuring of Gramercy Linden JV LLC ("GLJV"), a Delaware limited liability company to be formed, which will serve as the club-deal joint venture vehicle for the acquisition described below. The joint venture will be organized among the following three equity participants:

(i) Briarwood Family Office LLC, which will serve as the Managing Member of GLJV and will be the majority equity contributor, holding a fifty percent (50%) Percentage Interest;

(ii) Cedarpoint Capital Partners LLC, which will hold a thirty percent (30%) Percentage Interest; and

(iii) Halcyon Ridge Investments LP, which will hold a twenty percent (20%) Percentage Interest.

In connection with the formation and structuring of GLJV, the Firm's services will include, without limitation, the negotiation, drafting, and finalization of the Limited Liability Company Agreement of Gramercy Linden JV LLC (the "JV Agreement"). The JV Agreement is expected to address, among other matters, the following key provisions:

• Initial capital contributions and the timing and conditions thereof;

• The distribution waterfall, including the allocation of operating cash flow and capital event proceeds among the members;

• The promote structure, including applicable hurdle rates, promote tiers, and clawback or true-up provisions;

• Preferred return provisions, including the applicable preferred return rate, accrual and compounding mechanics, and priority of payment;

• Governance provisions, including the designation of Major Decisions requiring approval of all members or a supermajority thereof, the rights and authority of the Managing Member with respect to day-to-day operations, and the procedures and standards for removal of the Managing Member;

• Transfer restrictions, including rights of first offer (ROFO), buy-sell or shotgun provisions, tag-along and drag-along rights, and permitted transfer exceptions;

• Capital call mechanics, including the procedures for making additional capital calls, the treatment of defaulting members, and dilution or forfeiture remedies;

• Reporting obligations, including the frequency and content of financial reports, tax returns, and other information to be delivered to the members; and

• Such other customary provisions as may be appropriate for a club-deal joint venture of this nature.

In addition, the Firm will represent Briarwood in connection with the formation of Gramercy Linden PropCo LLC ("PropCo"), a New York limited liability company to be formed as a wholly owned subsidiary of GLJV. PropCo will serve as the direct title-holding entity for the Property (as defined below) and as the borrower under the senior acquisition loan described in Section 2(c) below. The Firm will prepare or review the organizational documents of PropCo, including its articles of organization, operating agreement, and any special purpose entity provisions required by the Lender.

Throughout the joint venture formation process, the Firm will coordinate and negotiate with counsel for the co-investors, Whitfield Archer & Crane LLP (Nadia Kowalski, Partner), with respect to the terms of the JV Agreement and related organizational matters. The Client acknowledges that Whitfield Archer & Crane LLP represents Cedarpoint Capital Partners LLC and Halcyon Ridge Investments LP in connection with this transaction and that the Firm does not represent, and owes no duties to, either of those co-investors.

(b) Acquisition of The Linden at Gramercy Park

The Firm will represent Briarwood (acting through GLJV and PropCo) in connection with the acquisition of The Linden at Gramercy Park (the "Property"), a 212-unit Class A multifamily residential property with ground-floor retail comprising approximately 4,800 square feet across two (2) retail units, located at 245 East 21st Street, New York, New York 10010 (Block 899, Lot 42, Borough of Manhattan, City and County of New York). The anticipated purchase price for the Property is Forty Million Dollars ($40,000,000).

In connection with the acquisition, the Firm's services will include, without limitation:

(i) The negotiation, drafting, and review of the Purchase and Sale Agreement (the "PSA") with the Seller, Linden Gramercy Holdings LLC, a New York limited liability company (Marcus Steinfeld, Managing Member), and coordination and negotiation with Seller's counsel, Reedmore & Pratt LLP (David Ochoa, Partner), with respect to the terms thereof;

(ii) Conduct and oversight of legal due diligence in connection with the acquisition, including: (A) title review and analysis, including review of the title commitment, title exceptions, and related title curative matters, in coordination with Archer & Towne Title Company (Philip Moreno, Title Officer); (B) survey review and analysis; (C) environmental review and analysis, including review of Phase I Environmental Site Assessments and, if applicable, Phase II reports, in coordination with Ridgecrest Environmental Consultants LLC (Dr. Karen Ishikawa); (D) zoning and land use analysis, including review of the Property's zoning designation, permissible uses, floor area ratio compliance, and any applicable zoning lot restrictions or special permits; (E) a comprehensive lease audit, including review of all residential and commercial leases, rent rolls, estoppel certificates, and tenant correspondence; and (F) review of the Seller's organizational documents to confirm authority and good standing;

(iii) Coordination with the Client's other professional advisors in connection with the acquisition, including: the appraisal firm, Greystone Appraisal Associates LLC (Helen Vasquez, MAI), with respect to the independent appraisal of the Property; the insurance broker, Beacon Meridian Insurance Group (Alan Fitzpatrick), with respect to the placement of property and liability insurance; and the tax advisory firm, Kessler Whitmore & Co. LLP (Robert Nwosu, CPA), with respect to transfer tax analysis, real property tax review, and structuring considerations;

(iv) Preparation and review of all closing documents, including the deed, bill of sale, assignment and assumption of leases, assignment and assumption of contracts, transfer tax returns, closing statements, title affidavits, and all other instruments and agreements required to consummate the acquisition; and

(v) Management of the closing process, including coordination of pre-closing deliverables, escrow arrangements, closing mechanics, and post-closing obligations such as recording, transfer tax filings, and delivery of tenant and vendor notification letters.

The Firm will represent Briarwood (acting through PropCo as borrower) in connection with the negotiation and closing of a senior acquisition loan (the "Loan") from Pinnacle Fidelity Bank, N.A. (Sandra Kim, Vice President, Commercial Real Estate Lending) in an anticipated principal amount of Twenty-Six Million Dollars ($26,000,000), representing approximately sixty-five percent (65%) loan-to-value based on the anticipated purchase price.

In connection with the Loan, the Firm's services will include, without limitation:

(i) Review and negotiation of the loan agreement, promissory note, mortgage and security agreement, assignment of leases and rents, environmental indemnity agreement, UCC-1 financing statements, and all related loan documents, amendments, schedules, exhibits, and ancillary instruments;

(ii) Negotiation of the non-recourse carveout guaranty (sometimes referred to as a "bad boy" guaranty) to be executed by Elliot J. Briarwood, individually, in favor of Pinnacle Fidelity Bank, N.A., including review of the scope of the carveout events, the springing recourse triggers, and any related indemnification obligations;

(iii) Coordination with the Lender and the Lender's outside counsel with respect to loan closing requirements, including delivery of borrower and guarantor organizational documents, legal opinions (including enforceability, due authorization, and single-purpose entity opinions), title insurance endorsements, survey certifications, and such other conditions precedent to closing as the Lender may require; and

(iv) Preparation and review of closing deliverables and facilitation of the loan closing in coordination with the acquisition closing described in Section 2(b) above.

The Client acknowledges that, in connection with the non-recourse carveout guaranty referenced above, Elliot J. Briarwood will be executing such guaranty in his individual capacity. The Firm's representation in this engagement is limited to Briarwood Family Office LLC and does not extend to Elliot J. Briarwood individually. Mr. Briarwood is encouraged to seek independent legal counsel with respect to the personal obligations he may assume under the guaranty, or, alternatively, may request that the Firm provide a separate engagement letter to represent him individually in connection with the guaranty, subject to appropriate conflict analysis.

(d) Scope Limitations

The Client acknowledges and agrees that the Firm's engagement in this matter is expressly limited to the workstreams described in Sections 2(a), 2(b), and 2(c) above. Without limiting the generality of the foregoing, the Firm's engagement does not include, and the Firm shall not be responsible for providing, any of the following services or advice:

(i) Tax advice or tax planning services, which shall be provided by Kessler Whitmore & Co. LLP or such other tax advisor as the Client may engage;

(ii) Brokerage or real estate advisory services of any kind;

(iii) Investment advisory services, including any advice regarding the merits or risks of the investment, the appropriateness of the investment for the Client, or the financial projections or assumptions underlying the transaction;

(iv) Insurance placement, review, or advisory services, which shall be provided by Beacon Meridian Insurance Group or such other insurance broker or advisor as the Client may engage;

(v) Property management, construction management, or any operational services with respect to the Property;

(vi) Representation in any regulatory, administrative, litigation, arbitration, enforcement, or similar proceeding, unless the Firm is separately retained for such purpose under a written engagement letter; or

(vii) Any other legal services not specifically described in this letter.

The Client further acknowledges and agrees that this engagement is limited to the specific transaction described in this letter and does not create an ongoing or general attorney-client relationship between the Firm and the Client for any other matters. Should the Client desire legal representation in connection with any other matter, a separate engagement letter will be required.

3. Engagement Team

The following attorneys will be primarily responsible for the day-to-day handling of this engagement:

From time to time, additional attorneys, paralegals, and support staff from the Firm's Real Estate, Corporate, Finance, or other practice groups may be assigned to assist with specific aspects of this engagement as the needs of the transaction require. The Client will be informed of any material changes to the composition of the core engagement team set forth above, including the addition or substitution of any partner or senior associate with primary responsibility for a workstream.

4. Billing Rates and Fee Arrangements

(a) Hourly Rates

Work performed by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for 2023, which are as follows:

The rates set forth above are the standard billing rates currently in effect for the Firm's Real Estate practice group. The Firm reserves the right to adjust its standard billing rates from time to time, such adjustments typically taking effect on January 1 of each calendar year. The Client will be provided with advance written notice of any rate adjustments not less than thirty (30) days prior to the effective date of such adjustments. Any adjusted rates will apply only to services rendered on or after the effective date of the adjustment and will not be applied retroactively to services previously rendered.

Time will be recorded and billed in increments of one-tenth (0.1) of an hour. Each timekeeper will maintain contemporaneous time records reflecting the date, hours expended, and a description of the services performed.

(b) Disbursements and Expenses

In addition to professional fees, the Client will be responsible for the reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Such disbursements and expenses may include, without limitation:

• Filing fees and recording charges (including mortgage recording taxes, if applicable, to the extent not separately allocated to the borrower or paid through escrow);

• Title search charges and title insurance premiums (to the extent advanced by the Firm on behalf of the Client);

• Courier, messenger, and overnight delivery charges;

• Travel expenses, including transportation, lodging, and meals, incurred in connection with the transaction (e.g., travel to closings, property inspections, or government offices), if applicable;

• Charges for computerized legal research (including Westmark Data Systems, Sundial Solutions, and similar services);

• Photocopying and document reproduction charges at the Firm's standard rates;

• Charges for long-distance telephone and teleconference services;

• Costs of obtaining public records, certificates of good standing, and similar governmental filings; and

• Other similar out-of-pocket costs reasonably incurred in the performance of the Firm's services.

Any extraordinary or unusual expenses—defined for purposes of this engagement as any single expense item exceeding Two Thousand Five Hundred Dollars ($2,500)—will not be incurred without the prior approval of the Client. The Firm will use reasonable efforts to minimize disbursements and expenses consistent with the effective and diligent handling of this matter.

The Firm will render invoices to the Client on a monthly basis for professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a reasonable level of detail sufficient to permit the Client to evaluate the services rendered, including identification of the timekeeper, date of service, hours expended, applicable billing rate, and a narrative description of the work performed.

Payment of each invoice is due within thirty (30) days of the date of the invoice. If the Client has any questions or disputes regarding a particular invoice, the Client agrees to notify the Firm in writing within fifteen (15) days of receipt of the invoice. Any undisputed amounts shall remain due within the thirty (30) day payment period regardless of the pendency of any dispute regarding other items.

In the event that any invoice remains unpaid for more than sixty (60) days after the date thereof, the Firm reserves the right to apply the retainer (described in Section 5 below) to the outstanding balance, to suspend work on the engagement until payment is brought current, or to withdraw from the engagement, in each case in accordance with the Firm's ethical obligations under the New York Rules of Professional Conduct.

5. Retainer

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

The Retainer will be held in the Firm's IOLA account as security for the payment of fees and disbursements incurred in connection with this engagement. The Retainer is not an estimate or cap on the total fees and disbursements expected to be incurred in this matter. The Client acknowledges that total fees and disbursements may exceed the amount of the Retainer, depending on the scope, complexity, and duration of the transaction.

The Retainer is replenishable. In the event the Firm draws upon the Retainer to satisfy outstanding invoices (whether in whole or in part), the Client agrees to replenish the Retainer to the full amount of Seventy-Five Thousand Dollars ($75,000) within fifteen (15) days of written notice from the Firm that such a draw has been made. The Firm will provide the Client with an accounting of any draws against the Retainer at the time of each monthly invoice.

Upon the conclusion of the engagement (whether by completion of the transaction, termination, or otherwise), any unused portion of the Retainer remaining in the Firm's trust account will be returned to the Client, less any outstanding fees and disbursements then owed to the Firm. The return of any unused Retainer will occur within thirty (30) days following the final disposition of all outstanding invoices.

6. Conflicts of Interest

The Firm has performed a conflicts check in accordance with its standard procedures and, based upon the information currently available to the Firm—including the names of the Client, the co-investors, the Seller, the Lender, and their respective known principals and affiliates—the Firm is not aware of any conflict of interest that would preclude the Firm from representing Briarwood in connection with this matter under the New York Rules of Professional Conduct.

The Client acknowledges that the Firm does not currently represent Cedarpoint Capital Partners LLC, Halcyon Ridge Investments LP, Linden Gramercy Holdings LLC, or Pinnacle Fidelity Bank, N.A. in connection with this transaction. However, the Firm may currently represent, or may in the future represent, one or more of such entities or their affiliates in matters unrelated to this engagement. The Firm does not believe that any such existing or future unrelated representations present a conflict of interest with respect to this engagement.

By executing this engagement letter, the Client consents to the Firm's representation of other clients in matters that are unrelated to this engagement, even if such other clients may be adverse to the Client in matters that do not involve this transaction, provided that such representations are consistent with the Firm's obligations under the New York Rules of Professional Conduct. This consent does not extend to any representation that would be directly adverse to the Client in connection with this transaction or in any matter that is substantially related to this engagement.

If, at any time during the course of this engagement, an actual or potential conflict of interest arises that the Firm believes may affect its ability to represent the Client in this matter, the Firm will promptly notify the Client and address the matter in accordance with applicable ethical rules. If resolution of such a conflict requires the Client's written informed consent, the Firm will seek such consent before proceeding. In the event that a conflict cannot be resolved, the Firm may be required to withdraw from the engagement, in which case the provisions of Section 9 below shall apply.

7. Confidentiality

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

The Firm will not disclose any confidential information of the Client to any third party without the Client's prior consent, except as may be required by applicable law, court order, or the New York Rules of Professional Conduct. The Client acknowledges, however, that in connection with the transaction, certain confidential information may need to be shared with third parties, including, but not limited to, counsel for the co-investors (Whitfield Archer & Crane LLP), counsel for the Seller (Reedmore & Pratt LLP), the Lender and the Lender's counsel, the title company (Archer & Towne Title Company), governmental authorities (in connection with filings, recordings, and regulatory compliance), and the Client's other professional advisors. By executing this engagement letter, the Client authorizes the Firm to make such disclosures as are reasonably necessary in connection with the transaction, consistent with the Client's instructions and the objectives of the engagement.

8. Document Retention

Upon the completion or termination of this engagement, the Firm will maintain the Client's files (including correspondence, memoranda, working papers, notes, documents, and electronic records) in accordance with the Firm's standard document retention policy. Under the Firm's current policy, client files are retained for a period of seven (7) years following the conclusion of the engagement, after which the Firm may destroy such files—including both paper and electronic records—without further notice to the Client, unless the Client has requested the return of its files or has made other arrangements with the Firm.

Original documents provided by the Client (such as original certificates, instruments, or agreements) will be returned to the Client upon completion of the engagement or at any earlier time upon the Client's request. The Client is encouraged to inform the Firm of any documents that the Client considers to be original or irreplaceable so that the Firm may take appropriate steps to safeguard and return such documents.

9. Termination of Engagement

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to any applicable obligations under the New York Rules of Professional Conduct. In the event of termination by the Client, such termination shall be effective upon the Firm's receipt of written notice. In the event of termination by the Firm, the Firm will comply with all applicable ethical requirements, including providing reasonable notice to the Client and taking such steps as are reasonably necessary to protect the Client's interests, including allowing the Client sufficient time to retain substitute counsel and, if applicable, seeking leave to withdraw from any pending proceedings.

Upon termination of this engagement for any reason, the Client shall remain responsible for the payment of all fees and disbursements for services rendered and expenses incurred through the date of termination, including any amounts necessary to replenish the Retainer as described in Section 5 above. The Firm will render a final invoice within thirty (30) days following the effective date of termination, and any unused portion of the Retainer will be returned to the Client in accordance with the terms of Section 5.

Termination of this engagement shall not affect the Firm's obligations of confidentiality, which shall survive the termination of the engagement indefinitely, or the Client's obligations with respect to the payment of fees and disbursements, which shall survive until fully satisfied.

10. Limitation of Liability; No Guarantees

The Client acknowledges that the Firm cannot and does not guarantee any particular outcome or result in connection with this engagement. The Firm will exercise reasonable professional judgment and diligence in the performance of the services described herein, but the outcome of any negotiation, transaction, or matter is subject to numerous factors beyond the Firm's control, including, without limitation, the decisions and actions of counterparties, lenders, government authorities, and other third parties.

The Firm's liability to the Client in connection with this engagement shall be limited to the fullest extent permitted by applicable law and the New York Rules of Professional Conduct. Nothing in this engagement letter shall be construed as a limitation on the Firm's liability for its own fraud, willful misconduct, or gross negligence.

11. Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction. The parties agree that any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of the Client, or the attorney-client relationship between the parties, shall be subject to the exclusive jurisdiction of the state courts of the State of New York, County of New York, or, where applicable, the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

12. Acceptance and Acknowledgment

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

We are very pleased to have the opportunity to represent Briarwood Family Office LLC in connection with this significant transaction. We are confident that the combination of our deep experience in complex real estate joint ventures, acquisitions, and financings will serve the Client well throughout this process, and we look forward to a productive and successful working relationship.

Please do not hesitate to contact me directly at (212) 554-7114 or by email at afontaine@calderwoodharkness.com should you have any questions regarding this letter or any aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Angela Fontaine

Title: Partner, Real Estate

ACKNOWLEDGED AND AGREED:

The undersigned has read and understands the foregoing engagement letter and agrees to be bound by the terms and conditions set forth herein on behalf of Briarwood Family Office LLC.

BRIARWOOD FAMILY OFFICE LLC

By: ________

Name: Elliot J. Briarwood

Title: Founder & Managing Principal

Date: ________

Encl.: Duplicate original of this engagement letter for execution and return

cc: Douglas Fairchild, Billing Partner, Calderwood & Harkness LLP Grace Nakamura, Lead Associate, Calderwood & Harkness LLP

Attorney	Role	Practice Group	Primary Responsibilities
Angela Fontaine	Responsible Partner	Real Estate	Overall client relationship management and strategic oversight of all workstreams; senior-level review of all material transaction documents; principal point of contact for strategic and business-critical issues
Douglas Fairchild	Billing Partner	Real Estate	Billing administration, engagement economics, budgeting, and compliance with engagement terms; senior-level involvement in transaction matters as needed
Grace Nakamura	Lead Associate	Real Estate	Day-to-day management of the engagement, including due diligence oversight, document negotiation, drafting and review, closing coordination, and regular communication with Client and counterparty counsel
Rafael Dominguez	Working Associate	Real Estate	Supporting due diligence review, preparation and maintenance of the closing checklist, document review, organizational document preparation, and research as assigned
Timekeeper Level	2023 Standard Rate
Partner	$1,250 per hour
Senior Associate (classes of 2017 and earlier)	$875 per hour
Associate (classes of 2018 and later)	$725 per hour
Paralegal / Legal Assistant	$350 per hour

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Counsellors at Law 280 Park Avenue New York, New York 10017
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
February 8, 2023
Briarwood Family Office LLC 450 Park Avenue, 31st Floor New York, New York 10022
Attention: Elliot J. Briarwood, Founder & Managing Principal
Re: Engagement of Calderwood & Harkness LLP — Club-Deal Joint Venture Formation, Acquisition of The Linden at Gramercy Park, and Related Senior Financing Our Matter No.: 1026-00004
Dear Mr. Briarwood:
We are pleased to confirm that Briarwood Family Office LLC ("Briarwood" or the "Client") has engaged Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as outside legal counsel in connection with the matters described more fully herein. We appreciate the confidence you have placed in the Firm and look forward to working with you and your team on this transaction.
The purpose of this engagement letter is to set forth the terms and conditions of the Firm's engagement, including, without limitation, the scope of our representation, the composition of the engagement team, applicable billing rates, the retainer arrangement, confidentiality obligations, and other terms governing the attorney-client relationship between the Firm and the Client. This letter, once executed by the Client, shall constitute the binding agreement between the parties with respect to the matters set forth herein. For the avoidance of doubt, this engagement was opened effective as of February 8, 2023.
We ask that you review this letter carefully. If you have any questions regarding any of the terms set forth below, please do not hesitate to contact me directly. Otherwise, please confirm your agreement by signing and returning the enclosed duplicate original, as described in Section 13 below.
1. Description of Client
The Client in this engagement is Briarwood Family Office LLC, a Delaware limited liability company, with its principal offices located at 450 Park Avenue, 31st Floor, New York, New York 10022. In connection with this matter, the Firm represents only Briarwood Family Office LLC as an entity. The Firm does not represent, and shall not be deemed to represent, any individual member, manager, principal, officer, employee, affiliate, family member, related trust, estate planning vehicle, or co-investor of Briarwood, except as may be expressly agreed to in a separate written engagement letter or supplement hereto.
The Client acknowledges and agrees that Elliot J. Briarwood, in his capacity as Founder & Managing Principal of Briarwood Family Office LLC, will serve as the primary point of contact for all communications between the Firm and the Client in connection with this engagement. The Client may, from time to time, designate additional authorized contacts by written notice to the Firm, and the Firm shall be entitled to rely upon instructions received from any such designated contacts. Unless and until such additional designations are made, the Firm shall direct all substantive communications, including legal advice, status updates, and requests for information or approvals, to Mr. Briarwood.
2. Scope of Representation
The Firm is retained to represent Briarwood in connection with the following interrelated workstreams, each of which is described in greater detail below. Collectively, these workstreams relate to the formation of a club-deal joint venture, the acquisition of a multifamily residential property in the Gramercy Park neighborhood of Manhattan, and the negotiation and closing of related senior acquisition financing.
(a) Joint Venture Formation and Negotiation
The Firm will represent Briarwood in connection with the formation and structuring of Gramercy Linden JV LLC ("GLJV"), a Delaware limited liability company to be formed, which will serve as the club-deal joint venture vehicle for the acquisition described below. The joint venture will be organized among the following three equity participants:
(i) Briarwood Family Office LLC, which will serve as the Managing Member of GLJV and will be the majority equity contributor, holding a fifty percent (50%) Percentage Interest;
(ii) Cedarpoint Capital Partners LLC, which will hold a thirty percent (30%) Percentage Interest; and
(iii) Halcyon Ridge Investments LP, which will hold a twenty percent (20%) Percentage Interest.
In connection with the formation and structuring of GLJV, the Firm's services will include, without limitation, the negotiation, drafting, and finalization of the Limited Liability Company Agreement of Gramercy Linden JV LLC (the "JV Agreement"). The JV Agreement is expected to address, among other matters, the following key provisions:
•  Initial capital contributions and the timing and conditions thereof;
•  The distribution waterfall, including the allocation of operating cash flow and capital event proceeds among the members;
•  The promote structure, including applicable hurdle rates, promote tiers, and clawback or true-up provisions;
•  Preferred return provisions, including the applicable preferred return rate, accrual and compounding mechanics, and priority of payment;
•  Governance provisions, including the designation of Major Decisions requiring approval of all members or a supermajority thereof, the rights and authority of the Managing Member with respect to day-to-day operations, and the procedures and standards for removal of the Managing Member;
•  Transfer restrictions, including rights of first offer (ROFO), buy-sell or shotgun provisions, tag-along and drag-along rights, and permitted transfer exceptions;
•  Capital call mechanics, including the procedures for making additional capital calls, the treatment of defaulting members, and dilution or forfeiture remedies;
•  Reporting obligations, including the frequency and content of financial reports, tax returns, and other information to be delivered to the members; and
•  Such other customary provisions as may be appropriate for a club-deal joint venture of this nature.
In addition, the Firm will represent Briarwood in connection with the formation of Gramercy Linden PropCo LLC ("PropCo"), a New York limited liability company to be formed as a wholly owned subsidiary of GLJV. PropCo will serve as the direct title-holding entity for the Property (as defined below) and as the borrower under the senior acquisition loan described in Section 2(c) below. The Firm will prepare or review the organizational documents of PropCo, including its articles of organization, operating agreement, and any special purpose entity provisions required by the Lender.
Throughout the joint venture formation process, the Firm will coordinate and negotiate with counsel for the co-investors, Whitfield Archer & Crane LLP (Nadia Kowalski, Partner), with respect to the terms of the JV Agreement and related organizational matters. The Client acknowledges that Whitfield Archer & Crane LLP represents Cedarpoint Capital Partners LLC and Halcyon Ridge Investments LP in connection with this transaction and that the Firm does not represent, and owes no duties to, either of those co-investors.
(b) Acquisition of The Linden at Gramercy Park
The Firm will represent Briarwood (acting through GLJV and PropCo) in connection with the acquisition of The Linden at Gramercy Park (the "Property"), a 212-unit Class A multifamily residential property with ground-floor retail comprising approximately 4,800 square feet across two (2) retail units, located at 245 East 21st Street, New York, New York 10010 (Block 899, Lot 42, Borough of Manhattan, City and County of New York). The anticipated purchase price for the Property is Forty Million Dollars ($40,000,000).
In connection with the acquisition, the Firm's services will include, without limitation:
(i) The negotiation, drafting, and review of the Purchase and Sale Agreement (the "PSA") with the Seller, Linden Gramercy Holdings LLC, a New York limited liability company (Marcus Steinfeld, Managing Member), and coordination and negotiation with Seller's counsel, Reedmore & Pratt LLP (David Ochoa, Partner), with respect to the terms thereof;
(ii) Conduct and oversight of legal due diligence in connection with the acquisition, including: (A) title review and analysis, including review of the title commitment, title exceptions, and related title curative matters, in coordination with Archer & Towne Title Company (Philip Moreno, Title Officer); (B) survey review and analysis; (C) environmental review and analysis, including review of Phase I Environmental Site Assessments and, if applicable, Phase II reports, in coordination with Ridgecrest Environmental Consultants LLC (Dr. Karen Ishikawa); (D) zoning and land use analysis, including review of the Property's zoning designation, permissible uses, floor area ratio compliance, and any applicable zoning lot restrictions or special permits; (E) a comprehensive lease audit, including review of all residential and commercial leases, rent rolls, estoppel certificates, and tenant correspondence; and (F) review of the Seller's organizational documents to confirm authority and good standing;
(iii) Coordination with the Client's other professional advisors in connection with the acquisition, including: the appraisal firm, Greystone Appraisal Associates LLC (Helen Vasquez, MAI), with respect to the independent appraisal of the Property; the insurance broker, Beacon Meridian Insurance Group (Alan Fitzpatrick), with respect to the placement of property and liability insurance; and the tax advisory firm, Kessler Whitmore & Co. LLP (Robert Nwosu, CPA), with respect to transfer tax analysis, real property tax review, and structuring considerations;
(iv) Preparation and review of all closing documents, including the deed, bill of sale, assignment and assumption of leases, assignment and assumption of contracts, transfer tax returns, closing statements, title affidavits, and all other instruments and agreements required to consummate the acquisition; and
(v) Management of the closing process, including coordination of pre-closing deliverables, escrow arrangements, closing mechanics, and post-closing obligations such as recording, transfer tax filings, and delivery of tenant and vendor notification letters.
(c) Senior Acquisition Financing
The Firm will represent Briarwood (acting through PropCo as borrower) in connection with the negotiation and closing of a senior acquisition loan (the "Loan") from Pinnacle Fidelity Bank, N.A. (Sandra Kim, Vice President, Commercial Real Estate Lending) in an anticipated principal amount of Twenty-Six Million Dollars ($26,000,000), representing approximately sixty-five percent (65%) loan-to-value based on the anticipated purchase price.
In connection with the Loan, the Firm's services will include, without limitation:
(i) Review and negotiation of the loan agreement, promissory note, mortgage and security agreement, assignment of leases and rents, environmental indemnity agreement, UCC-1 financing statements, and all related loan documents, amendments, schedules, exhibits, and ancillary instruments;
(ii) Negotiation of the non-recourse carveout guaranty (sometimes referred to as a "bad boy" guaranty) to be executed by Elliot J. Briarwood, individually, in favor of Pinnacle Fidelity Bank, N.A., including review of the scope of the carveout events, the springing recourse triggers, and any related indemnification obligations;
(iii) Coordination with the Lender and the Lender's outside counsel with respect to loan closing requirements, including delivery of borrower and guarantor organizational documents, legal opinions (including enforceability, due authorization, and single-purpose entity opinions), title insurance endorsements, survey certifications, and such other conditions precedent to closing as the Lender may require; and
(iv) Preparation and review of closing deliverables and facilitation of the loan closing in coordination with the acquisition closing described in Section 2(b) above.
The Client acknowledges that, in connection with the non-recourse carveout guaranty referenced above, Elliot J. Briarwood will be executing such guaranty in his individual capacity. The Firm's representation in this engagement is limited to Briarwood Family Office LLC and does not extend to Elliot J. Briarwood individually. Mr. Briarwood is encouraged to seek independent legal counsel with respect to the personal obligations he may assume under the guaranty, or, alternatively, may request that the Firm provide a separate engagement letter to represent him individually in connection with the guaranty, subject to appropriate conflict analysis.
(d) Scope Limitations
The Client acknowledges and agrees that the Firm's engagement in this matter is expressly limited to the workstreams described in Sections 2(a), 2(b), and 2(c) above. Without limiting the generality of the foregoing, the Firm's engagement does not include, and the Firm shall not be responsible for providing, any of the following services or advice:
(i) Tax advice or tax planning services, which shall be provided by Kessler Whitmore & Co. LLP or such other tax advisor as the Client may engage;
(ii) Brokerage or real estate advisory services of any kind;
(iii) Investment advisory services, including any advice regarding the merits or risks of the investment, the appropriateness of the investment for the Client, or the financial projections or assumptions underlying the transaction;
(iv) Insurance placement, review, or advisory services, which shall be provided by Beacon Meridian Insurance Group or such other insurance broker or advisor as the Client may engage;
(v) Property management, construction management, or any operational services with respect to the Property;
(vi) Representation in any regulatory, administrative, litigation, arbitration, enforcement, or similar proceeding, unless the Firm is separately retained for such purpose under a written engagement letter; or
(vii) Any other legal services not specifically described in this letter.
The Client further acknowledges and agrees that this engagement is limited to the specific transaction described in this letter and does not create an ongoing or general attorney-client relationship between the Firm and the Client for any other matters. Should the Client desire legal representation in connection with any other matter, a separate engagement letter will be required.
3. Engagement Team
The following attorneys will be primarily responsible for the day-to-day handling of this engagement:
From time to time, additional attorneys, paralegals, and support staff from the Firm's Real Estate, Corporate, Finance, or other practice groups may be assigned to assist with specific aspects of this engagement as the needs of the transaction require. The Client will be informed of any material changes to the composition of the core engagement team set forth above, including the addition or substitution of any partner or senior associate with primary responsibility for a workstream.
4. Billing Rates and Fee Arrangements
(a) Hourly Rates
Work performed by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for 2023, which are as follows:
The rates set forth above are the standard billing rates currently in effect for the Firm's Real Estate practice group. The Firm reserves the right to adjust its standard billing rates from time to time, such adjustments typically taking effect on January 1 of each calendar year. The Client will be provided with advance written notice of any rate adjustments not less than thirty (30) days prior to the effective date of such adjustments. Any adjusted rates will apply only to services rendered on or after the effective date of the adjustment and will not be applied retroactively to services previously rendered.
Time will be recorded and billed in increments of one-tenth (0.1) of an hour. Each timekeeper will maintain contemporaneous time records reflecting the date, hours expended, and a description of the services performed.
(b) Disbursements and Expenses
In addition to professional fees, the Client will be responsible for the reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Such disbursements and expenses may include, without limitation:
•  Filing fees and recording charges (including mortgage recording taxes, if applicable, to the extent not separately allocated to the borrower or paid through escrow);
•  Title search charges and title insurance premiums (to the extent advanced by the Firm on behalf of the Client);
•  Courier, messenger, and overnight delivery charges;
•  Travel expenses, including transportation, lodging, and meals, incurred in connection with the transaction (e.g., travel to closings, property inspections, or government offices), if applicable;
•  Charges for computerized legal research (including Westmark Data Systems, Sundial Solutions, and similar services);
•  Photocopying and document reproduction charges at the Firm's standard rates;
•  Charges for long-distance telephone and teleconference services;
•  Costs of obtaining public records, certificates of good standing, and similar governmental filings; and
•  Other similar out-of-pocket costs reasonably incurred in the performance of the Firm's services.
Any extraordinary or unusual expenses—defined for purposes of this engagement as any single expense item exceeding Two Thousand Five Hundred Dollars ($2,500)—will not be incurred without the prior approval of the Client. The Firm will use reasonable efforts to minimize disbursements and expenses consistent with the effective and diligent handling of this matter.
(c) Invoicing and Payment
The Firm will render invoices to the Client on a monthly basis for professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a reasonable level of detail sufficient to permit the Client to evaluate the services rendered, including identification of the timekeeper, date of service, hours expended, applicable billing rate, and a narrative description of the work performed.
Payment of each invoice is due within thirty (30) days of the date of the invoice. If the Client has any questions or disputes regarding a particular invoice, the Client agrees to notify the Firm in writing within fifteen (15) days of receipt of the invoice. Any undisputed amounts shall remain due within the thirty (30) day payment period regardless of the pendency of any dispute regarding other items.
In the event that any invoice remains unpaid for more than sixty (60) days after the date thereof, the Firm reserves the right to apply the retainer (described in Section 5 below) to the outstanding balance, to suspend work on the engagement until payment is brought current, or to withdraw from the engagement, in each case in accordance with the Firm's ethical obligations under the New York Rules of Professional Conduct.
5. Retainer
Upon execution of this engagement letter, the Client agrees to provide to the Firm an evergreen retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer"). The Retainer shall be transmitted by wire transfer to the Firm's client trust account (Interest on Lawyer Account, or "IOLA" account) within ten (10) business days of the date of execution of this letter. The Firm will provide wire transfer instructions upon request.
The Retainer will be held in the Firm's IOLA account as security for the payment of fees and disbursements incurred in connection with this engagement. The Retainer is not an estimate or cap on the total fees and disbursements expected to be incurred in this matter. The Client acknowledges that total fees and disbursements may exceed the amount of the Retainer, depending on the scope, complexity, and duration of the transaction.
The Retainer is replenishable. In the event the Firm draws upon the Retainer to satisfy outstanding invoices (whether in whole or in part), the Client agrees to replenish the Retainer to the full amount of Seventy-Five Thousand Dollars ($75,000) within fifteen (15) days of written notice from the Firm that such a draw has been made. The Firm will provide the Client with an accounting of any draws against the Retainer at the time of each monthly invoice.
Upon the conclusion of the engagement (whether by completion of the transaction, termination, or otherwise), any unused portion of the Retainer remaining in the Firm's trust account will be returned to the Client, less any outstanding fees and disbursements then owed to the Firm. The return of any unused Retainer will occur within thirty (30) days following the final disposition of all outstanding invoices.
6. Conflicts of Interest
The Firm has performed a conflicts check in accordance with its standard procedures and, based upon the information currently available to the Firm—including the names of the Client, the co-investors, the Seller, the Lender, and their respective known principals and affiliates—the Firm is not aware of any conflict of interest that would preclude the Firm from representing Briarwood in connection with this matter under the New York Rules of Professional Conduct.
The Client acknowledges that the Firm does not currently represent Cedarpoint Capital Partners LLC, Halcyon Ridge Investments LP, Linden Gramercy Holdings LLC, or Pinnacle Fidelity Bank, N.A. in connection with this transaction. However, the Firm may currently represent, or may in the future represent, one or more of such entities or their affiliates in matters unrelated to this engagement. The Firm does not believe that any such existing or future unrelated representations present a conflict of interest with respect to this engagement.
By executing this engagement letter, the Client consents to the Firm's representation of other clients in matters that are unrelated to this engagement, even if such other clients may be adverse to the Client in matters that do not involve this transaction, provided that such representations are consistent with the Firm's obligations under the New York Rules of Professional Conduct. This consent does not extend to any representation that would be directly adverse to the Client in connection with this transaction or in any matter that is substantially related to this engagement.
If, at any time during the course of this engagement, an actual or potential conflict of interest arises that the Firm believes may affect its ability to represent the Client in this matter, the Firm will promptly notify the Client and address the matter in accordance with applicable ethical rules. If resolution of such a conflict requires the Client's written informed consent, the Firm will seek such consent before proceeding. In the event that a conflict cannot be resolved, the Firm may be required to withdraw from the engagement, in which case the provisions of Section 9 below shall apply.
7. Confidentiality
All communications between the Firm and the Client in connection with this engagement are intended to be, and shall be treated as, privileged and confidential to the fullest extent permitted by applicable law, including the attorney-client privilege and the work product doctrine. The Firm will take reasonable measures to maintain the confidentiality of all information provided by the Client, whether in written, oral, electronic, or other form.
The Firm will not disclose any confidential information of the Client to any third party without the Client's prior consent, except as may be required by applicable law, court order, or the New York Rules of Professional Conduct. The Client acknowledges, however, that in connection with the transaction, certain confidential information may need to be shared with third parties, including, but not limited to, counsel for the co-investors (Whitfield Archer & Crane LLP), counsel for the Seller (Reedmore & Pratt LLP), the Lender and the Lender's counsel, the title company (Archer & Towne Title Company), governmental authorities (in connection with filings, recordings, and regulatory compliance), and the Client's other professional advisors. By executing this engagement letter, the Client authorizes the Firm to make such disclosures as are reasonably necessary in connection with the transaction, consistent with the Client's instructions and the objectives of the engagement.
8. Document Retention
Upon the completion or termination of this engagement, the Firm will maintain the Client's files (including correspondence, memoranda, working papers, notes, documents, and electronic records) in accordance with the Firm's standard document retention policy. Under the Firm's current policy, client files are retained for a period of seven (7) years following the conclusion of the engagement, after which the Firm may destroy such files—including both paper and electronic records—without further notice to the Client, unless the Client has requested the return of its files or has made other arrangements with the Firm.
Original documents provided by the Client (such as original certificates, instruments, or agreements) will be returned to the Client upon completion of the engagement or at any earlier time upon the Client's request. The Client is encouraged to inform the Firm of any documents that the Client considers to be original or irreplaceable so that the Firm may take appropriate steps to safeguard and return such documents.
9. Termination of Engagement
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to any applicable obligations under the New York Rules of Professional Conduct. In the event of termination by the Client, such termination shall be effective upon the Firm's receipt of written notice. In the event of termination by the Firm, the Firm will comply with all applicable ethical requirements, including providing reasonable notice to the Client and taking such steps as are reasonably necessary to protect the Client's interests, including allowing the Client sufficient time to retain substitute counsel and, if applicable, seeking leave to withdraw from any pending proceedings.
Upon termination of this engagement for any reason, the Client shall remain responsible for the payment of all fees and disbursements for services rendered and expenses incurred through the date of termination, including any amounts necessary to replenish the Retainer as described in Section 5 above. The Firm will render a final invoice within thirty (30) days following the effective date of termination, and any unused portion of the Retainer will be returned to the Client in accordance with the terms of Section 5.
Termination of this engagement shall not affect the Firm's obligations of confidentiality, which shall survive the termination of the engagement indefinitely, or the Client's obligations with respect to the payment of fees and disbursements, which shall survive until fully satisfied.
10. Limitation of Liability; No Guarantees
The Client acknowledges that the Firm cannot and does not guarantee any particular outcome or result in connection with this engagement. The Firm will exercise reasonable professional judgment and diligence in the performance of the services described herein, but the outcome of any negotiation, transaction, or matter is subject to numerous factors beyond the Firm's control, including, without limitation, the decisions and actions of counterparties, lenders, government authorities, and other third parties.
The Firm's liability to the Client in connection with this engagement shall be limited to the fullest extent permitted by applicable law and the New York Rules of Professional Conduct. Nothing in this engagement letter shall be construed as a limitation on the Firm's liability for its own fraud, willful misconduct, or gross negligence.
11. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction. The parties agree that any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of the Client, or the attorney-client relationship between the parties, shall be subject to the exclusive jurisdiction of the state courts of the State of New York, County of New York, or, where applicable, the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.
12. Acceptance and Acknowledgment
If the foregoing terms accurately reflect your understanding of our engagement, we respectfully request that you confirm your agreement by executing the enclosed duplicate original of this engagement letter in the space provided below and returning it to the Firm at your earliest convenience, together with the Retainer described in Section 5 above. This engagement letter shall become effective upon execution by both the Firm and the Client.
We are very pleased to have the opportunity to represent Briarwood Family Office LLC in connection with this significant transaction. We are confident that the combination of our deep experience in complex real estate joint ventures, acquisitions, and financings will serve the Client well throughout this process, and we look forward to a productive and successful working relationship.
Please do not hesitate to contact me directly at (212) 554-7114 or by email at afontaine@calderwoodharkness.com should you have any questions regarding this letter or any aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Angela Fontaine
Title: Partner, Real Estate
ACKNOWLEDGED AND AGREED:
The undersigned has read and understands the foregoing engagement letter and agrees to be bound by the terms and conditions set forth herein on behalf of Briarwood Family Office LLC.
BRIARWOOD FAMILY OFFICE LLC
By: ________
Name: Elliot J. Briarwood
Title: Founder & Managing Principal
Date: ________
Encl.: Duplicate original of this engagement letter for execution and return
cc: Douglas Fairchild, Billing Partner, Calderwood & Harkness LLP Grace Nakamura, Lead Associate, Calderwood & Harkness LLP
Attorney | Role | Practice Group | Primary Responsibilities
Angela Fontaine | Responsible Partner | Real Estate | Overall client relationship management and strategic oversight of all workstreams; senior-level review of all material transaction documents; principal point of contact for strategic and business-critical issues
Douglas Fairchild | Billing Partner | Real Estate | Billing administration, engagement economics, budgeting, and compliance with engagement terms; senior-level involvement in transaction matters as needed
Grace Nakamura | Lead Associate | Real Estate | Day-to-day management of the engagement, including due diligence oversight, document negotiation, drafting and review, closing coordination, and regular communication with Client and counterparty counsel
Rafael Dominguez | Working Associate | Real Estate | Supporting due diligence review, preparation and maintenance of the closing checklist, document review, organizational document preparation, and research as assigned
Timekeeper Level | 2023 Standard Rate
Partner | $1,250 per hour
Senior Associate (classes of 2017 and earlier) | $875 per hour
Associate (classes of 2018 and later) | $725 per hour
Paralegal / Legal Assistant | $350 per hour

PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

BRIARWOOD FAMILY OFFICE LLC

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