Common use of Legal Counsel; Mutual Drafting Clause in Contracts

Legal Counsel; Mutual Drafting. Each party acknowledges that this Agreement is a legally binding contract and that it was represented by legal counsel in connection with the drafting, negotiation and preparation of this Agreement. Each party acknowledges that it and its legal counsel has cooperated in the drafting, negotiation and preparation of this Agreement and agrees that this Agreement and any provision hereof shall be construed, interpreted and enforced without regard to any presumptions against the drafting party. Each party hereby agrees to waive any rule, doctrine or canon of law, including without limitation, the contra preferentum doctrine, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it. APPENDICES EXHIBIT A DESCRIPTION OF THE LAND See attached. LEGAL DESCRIPTION ALL THAT CERTAIN plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Manhattan, County, City and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th Avenue; RUNNING THENCE northerly along the easterly side of 00xx Xxxxxx a distance of 197 feet 6 inches to the corner formed by the intersection of the southerly side of Xxxx 00xx Xxxxxx with the easterly side of 11th Avenue; THENCE easterly along the southerly side of Xxxx 00xx Xxxxxx a distance of 213 feet 8- 7/8 inches to a point on the westerly line of Tax Lot 53 as shown on the Tax Map of the City of New York, County of New York; THENCE southerly along a line forming an interior angle of 83 degrees 34 minutes 25 seconds with the last mentioned course and along the westerly line of Tax Lot 53 a distance of 198 feet 9 inches, to a point on the northerly side of West 00xx Xxxxxx; THENCE westerly along the northerly side of West 33rd Street, which northerly side of West 33rd Street forms an interior angle of 96 degrees 25 minutes 35 seconds with the last mentioned course, a distance of 191 feet 5- 7/8 inches, to the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th Avenue, the point or place of BEGINNING. For Information Only: Said premises are known as 000 Xxxx 00xx Xxxxxx (f/k/a 000 00xx Xxxxxx a/k/a 000 Xxxx 00xx Xxxxxx), Xxx Xxxx, Xxx Xxxx and designated as Xxxxx 000 Xxx 0 as shown on the Tax Map of the City of New York, County of New York. EXHIBIT B AUTHORIZED REPRESENTATIVES (See attached Incumbency Certificate) EXHIBIT C PRINCIPALS OF THE LESSEE

Legal Counsel; Mutual Drafting. Each party acknowledges that this Agreement is a legally binding contract and that it was represented by legal counsel in connection with the drafting, negotiation and preparation of this Agreement. Each party acknowledges that it and its legal counsel has cooperated in the drafting, negotiation and preparation of this Agreement and agrees that this Agreement and any provision hereof shall be construed, interpreted and enforced without regard to any presumptions against the drafting party. Each party hereby agrees to waive any rule, doctrine or canon of law, including without limitation, the contra preferentum doctrine, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it. [Signature Page Follows] APPENDICES EXHIBIT A DESCRIPTION OF THE LAND See attached. LEGAL DESCRIPTION ALL THAT CERTAIN plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Manhattan, County, City and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th Avenue; RUNNING THENCE northerly along the easterly side of 00xx Xxxxxx a distance of 197 feet 6 inches to the corner formed by the intersection of the southerly side of Xxxx 00xx Xxxxxx with the easterly side of 11th Avenue; THENCE easterly along the southerly side of Xxxx 00xx Xxxxxx a distance of 213 feet 8- 7/8 inches to a point on the westerly line of Tax Lot 53 as shown on the Tax Map of the City of New York, County of New York; THENCE southerly along a line forming an interior angle of 83 degrees 34 minutes 25 seconds with the last mentioned course and along the westerly line of Tax Lot 53 a distance of 198 feet 9 inches, to a point on the northerly side of West 00xx Xxxxxx; THENCE westerly along the northerly side of West 33rd Street, which northerly side of West 33rd Street forms an interior angle of 96 degrees 25 minutes 35 seconds with the last mentioned course, a distance of 191 feet 5- 7/8 inches, to the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th Avenue, the point or place of BEGINNING. For Information Only: Said premises are known as 000 Xxxx 00xx Xxxxxx (f/k/a 000 00xx Xxxxxx a/k/a 000 Xxxx 00xx Xxxxxx), Xxx Xxxx, Xxx Xxxx and designated as Xxxxx 000 Xxx 0 as shown on the Tax Map of the City of New York, County of New York. EXHIBIT B AUTHORIZED REPRESENTATIVES (See attached Incumbency Certificate) 4843-4522-4225.7 EXHIBIT C PRINCIPALS OF THE LESSEELESSEE G. Xxxx Xxxxx Global Chief Investment Officer Xxxx Xxxx Senior Vice President, Development Xxxxxx Xxxxxxxxx CEO BOP NE Tower Lessee Member 100% Owner EXHIBIT D OWNERS OF THE LESSEE INDIVIDUAL OWNERS OF THE LESSEE Name % Ownership or Control of the Lessee N/A N/A ENTITY OWNERS OF THE LESSEE Name % Ownership or Control of the Lessee BOP NE Tower Lessee Member LLC 100% OWNERS of those ENTITIES that own or control more than 10% of the Lessee ("10% Entities") 10% ENTITY (name and actual %) INDIVIDUAL AND ENTITY OWNERS % Ownership or Control BOP NE Tower Lessee Member LLC BOP Manhattan West REIT LLC 100% EXHIBIT E PROJECT COST BUDGET1 Uses $ mil Sources $ mil Land Acquisition $580 Construction Loan $1,250 New Construction $1,038 Equity $929 Soft Costs $446 Capitalized Interest $114 Total $2,179 Total $2,179 1 All amounts are approximate. EXHIBIT F [FORM OF REQUIRED DISCLOSURE STATEMENT] The undersigned, an authorized representative of , a organized and existing under the laws of the State of , DOES HEREBY CERTIFY, REPRESENT AND WARRANT to the New York City Industrial Development Agency (the “Agency”) pursuant to [Section 8.20] [Section 8.9] of that certain Agency Lease Agreement, dated as of April 1, 2015, between the Agency and BOP NE Tower Lessee LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Lease Agreement”) THAT: [if being delivered pursuant to 8.20 of the Lease Agreement] None of the surviving, resulting or transferee Entity, any of the Principals of such Entity, or any Person that directly or indirectly Controls, is Controlled by, or is under common Control with such Entity: [if being delivered pursuant to 8.9 of the Lease Agreement] Neither the above-referenced Entity, nor any of the Principals of such Entity, nor any Person that directly or indirectly Controls, is Controlled by, or is under common Control with such Entity:

Legal Counsel; Mutual Drafting. Each party acknowledges that this Agreement is a legally binding contract and that it was represented by legal counsel in connection with the drafting, negotiation and preparation of this Agreement. Each party acknowledges that it and its legal counsel has cooperated in the drafting, negotiation and preparation of this Agreement and agrees that this Agreement and any provision hereof shall be construed, interpreted and enforced without regard to any presumptions against the drafting party. Each party hereby agrees to waive any rule, doctrine or canon of law, including without limitation, the contra preferentum proferentem doctrine, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it. APPENDICES EXHIBIT A DESCRIPTION OF THE LAND See attachedThe land referred to in this Certificate of Title is described as follows: The Condominium Units (hereinafter referred to as the "Units') in the building (hereinafter referred to as the "Building") known as The 0000 Xxxxx Xxxxxx Xxxx Condominium and by the street number 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx xx Xxxxx, Xxxxxx of Bronx and City and State of New York, said Units being designated and described as Commercial Unit and Commercial Parking Unit in a certain Declaration dated May 22, 2013, made by the Declarant pursuant to Article 9-B of the Real Property Law of the State of New York (hereinafter referred to as the "Condominium Act"), establishing a plan for condominium ownership of the building and land (hereinafter referred to as the "Land") upon which the Building is situate (which Land is more particularly described below and by this reference made a part hereof), which declaration was recorded in the Bronx County Office of the Register of The City of New York on June 20, 2013, as CRFN 2013000243954 (which declaration and amendments thereto are hereinafter collectively referred to as the "Declaration"). LEGAL DESCRIPTION ALL THAT CERTAIN plotThis Units are also designated as Tax Lots 1002 and 1004 in Block 4647 of the Borough of Bronx on the Tax Map of the Real Property Assessment Department of the City of New York and on the Floor Plans of the Building filed with said Assessment Department as Condominium Plan No. 181 and also filed in the City Register's Office on June 20, 2013 as CRFN 2013000243955. TOGETHER with an undivided 14.7167% interest (Commercial Unit) and an undivided 7.1646% interest (Commercial Parking Unit) in the Common Elements (as such term is defined in the Declaration). The Land on which the Building containing said Unit is more particularly bounded and described as follows: All that piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being property situate in the Borough and County of Manhattan, Countythe Bronx, City and State of New York, bounded shown as Block 4647 Xxx 00 (X/X/X Xxxx 00 and 79) on the New York City Tax Assessment Map, and being more particularly described as follows: BEGINNING at a point on the corner formed by westerly line of White Plains Road, said point being 194.34 feet northerly from the intersection of the northerly side line of West 33rd Street with East 213th Street, and the easterly side westerly line of 11th AvenueWhite Plains Road; RUNNING THENCE northerly along westerly at right angles to the easterly side westerly line of 00xx Xxxxxx White Plains Road, a distance of 197 28.09 feet 6 inches to a point; THENCE northerly at right angles to the corner formed by last described course, a distance of 1.17 feet to a point; THENCE westerly at right angles to the intersection last described course, a distance of 25.66 feet to a point; THENCE southerly at right angles to the southerly side last described course, a distance of Xxxx 00xx Xxxxxx 1.17 feet to a point; THENCE westerly at right angles to the last described course, a distance of 48.80 feet to a point; THENCE northerly forming an interior angle of 85 degrees 21 minutes 25 seconds with the easterly side last described course, a distance of 11th Avenue216.49 feet to a point; THENCE easterly along at right angles to the southerly side of Xxxx 00xx Xxxxxx last described course, a distance of 213 85.31 feet 8- 7/8 inches to a point on the westerly line of Tax Lot 53 as shown on the Tax Map of the City of New York, County of New YorkWhite Plains Road; THENCE southerly along a the westerly line of White Plains Road, forming an interior angle of 83 94 degrees 34 minutes 25 seconds with the last mentioned course and along the westerly line of Tax Lot 53 a distance of 198 feet 9 inches, to a point on the northerly side of West 00xx Xxxxxx; THENCE westerly along the northerly side of West 33rd Street, which northerly side of West 33rd Street forms an interior angle of 96 degrees 25 38 minutes 35 seconds with the last mentioned described course, a distance of 191 208.87 feet 5- 7/8 inches, to the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th Avenue, the point or place of BEGINNING. For Information Only: Said premises are known as 000 Xxxx 00xx Xxxxxx (f/k/a 000 00xx Xxxxxx a/k/a 000 Xxxx 00xx Xxxxxx), Xxx Xxxx, Xxx Xxxx and designated as Xxxxx 000 Xxx 0 as shown on the Tax Map of the City of New York, County of New York. EXHIBIT B AUTHORIZED REPRESENTATIVES (See attached Incumbency Certificate) EXHIBIT C PRINCIPALS OF THE LESSEEDescription of Facility Personalty

Legal Counsel; Mutual Drafting. Each party acknowledges that this Agreement is a legally binding contract and that it was represented by legal counsel in connection with the drafting, negotiation and preparation of this Agreement. Each party acknowledges that it and its legal counsel has cooperated in the drafting, negotiation and preparation of this Agreement and agrees that this Agreement and any provision hereof shall be construed, interpreted and enforced without regard to any presumptions against the drafting party. Each party hereby agrees to waive any rule, doctrine or canon of law, including without limitation, the contra preferentum doctrine, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it. APPENDICES EXHIBIT A DESCRIPTION OF THE LAND See attached. LEGAL Xxxxxxx Title Insurance Company Title Number: FNS-7220-Q SCHEDULE A DESCRIPTION ALL THAT CERTAIN that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough and County of Manhattan, CountyQueens, City and State state of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the northerly Westerly side of West 33rd Street 00xx Xxxxxx with the easterly Northerly side of 11th 55th Avenue; RUNNING THENCE northerly Westerly along the easterly Northerly side of 55th Avenue 114.93 feet; RUNNING THENCE North 27 degrees 25 minutes 55 seconds East 86.81 feet to a point; RUNNING THENCE South 74 degrees 12 minutes 32 seconds East 1.41 feet to a point; RUNNING THENCE North 15 degrees 49 minutes 10 seconds East 6.88 feet to a point; RUNNING THENCE North 27 degrees 25 minutes 55 seconds East 14.82 feet to the Southerly side of 54 drive; RUNNING THENCE Easterly along the Southerly side of 54 Drive 100.98 feet (Tax Map) to the Westerly side of 00xx Xxxxxx; RUNNING THENCE Southerly along the Westerly side of 00xx Xxxxxx a distance of 197 111.23 feet 6 inches (Tax Map) to the corner formed by the intersection of the southerly side of Xxxx 00xx Xxxxxx with the easterly side of 11th Avenue; THENCE easterly along the southerly side of Xxxx 00xx Xxxxxx a distance of 213 feet 8- 7/8 inches to a point on the westerly line of Tax Lot 53 as shown on the Tax Map of the City of New York, County of New York; THENCE southerly along a line forming an interior angle of 83 degrees 34 minutes 25 seconds with the last mentioned course and along the westerly line of Tax Lot 53 a distance of 198 feet 9 inches, to a point on the northerly side of West 00xx Xxxxxx; THENCE westerly along the northerly side of West 33rd Street, which northerly side of West 33rd Street forms an interior angle of 96 degrees 25 minutes 35 seconds with the last mentioned course, a distance of 191 feet 5- 7/8 inches, to the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th Avenue, the point or place of BEGINNING. For Information OnlyFOR INFORMATION ONLY: Said premises are SAID PREMISES being known as 000 Xxxx 00xx Xxxxxx (f00-00 00XX XXXXXX, XXXXXXX, XX 00000 A/kK/A 00-00 00XX XXXXXX, XXXXXXX, XX 00000 Block: 2517 Lot: 32 EXHIBIT B Description of Facility Personalty All materials, equipment, shelving and other items necessary for the construction, equipping and operation of a 000 00xx Xxxxxx a/k/a 000 Xxxx 00xx Xxxxxx)facility to process, Xxx Xxxxdistribute and warehouse nuts, cheeses and other food products, including such other activities as may be substantially related to or substantially in support of such use or operations, including, but not limited, to the acquisition, leasing, shipping and installation of fixtures, mechanical systems, roasting, weighing and packaging equipment, refrigeration, lighting packages, HVAC equipment, elevators, on premises product moving equipment, furnishings, furniture, and office equipment. EXHIBIT C Xxx Xxxx and designated as Xxxxx 000 Xxx 0 as shown on the Tax Map of the City of New York, County of New York. EXHIBIT B AUTHORIZED REPRESENTATIVES (See attached Incumbency Certificate) EXHIBIT C PRINCIPALS OF THE LESSEEXxx

Legal Counsel; Mutual Drafting. Each party acknowledges that this Agreement is a legally binding contract and that it was represented by legal counsel in connection with the drafting, negotiation and preparation of this Agreement. Each party acknowledges that it and its legal counsel has cooperated in the drafting, negotiation and preparation of this Agreement and agrees that this Agreement and any provision hereof shall be construed, interpreted and enforced without regard to any presumptions against the drafting party. Each party hereby agrees to waive any rule, doctrine or canon of law, including without limitation, the contra preferentum doctrine, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it. APPENDICES EXHIBIT A DESCRIPTION OF THE LAND See attachedTHE CONDOMINIUM UNIT (THE "UNIT") KNOWN AS UNIT NO. LEGAL DESCRIPTION 2 IN THE BUILDING DESIGNATED AS THE PITKIN BERRIMAN CONDOMINIUM IN THE DECLARATION ESTABLISHING A PLAN FOR CONDOMINIUM OWNERSHIP OF SAID PREMISES UNDER ARTICLE 9-B OF THE REAL PROPERTY LAW OF THE STATE OF NEW YORK (THE "NEW YORK CONDOMINIUM ACT"), DATED AS OF 08/30/2016 AND RECORDED IN THE OFFICE OF THE REGISTER OF KINGS COUNTY (THE "REGISTER'S OFFICE") ON 03/23/2017 AS CRFN 2017000113839, ALSO DESIGNATED AS TAX LOT 1002, IN BLOCK 4005, OF THE BOROUGH OF BROOKLYN ON THE TAX MAP OF THE REAL PROPERTY ASSESSMENT DEPARTMENT OF THE CITY OF NEW YORK AND ON THE FLOOR PLANS OF SAID BUILDING, CERTIFIED BY XXXXXX X. XXXXXXX, REGISTERED ARCHITECT, ON 03/13/2017 AND FILED WITH THE REAL PROPERTY ASSESSMENT DEPARTMENT OF THE CITY OF NEW YORK ON 03/23/2017 AS CONDOMINIUM PLAN NO. 4016, AND ALSO FILED IN THE CITY REGISTER'S OFFICE ON 03/23/2017 AS MAP NO. 2017000113840. TOGETHER WITH A TOTAL UNDIVIDED 12.43% INTEREST, IN THE COMMON ELEMENTS (AS SUCH TERM IS DEFINED IN THE DECLARATION). THE PREMISES WITHIN WHICH THE UNIT IS LOCATED ARE MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL THAT CERTAIN plotPLOT, piece or parcel of landPIECE OR PARCEL OF LAND, with the buildings and improvements thereon erectedSITUATE, situateLYING AND BEING IN THE BOROUGH OF BROOKLYN, lying and being in the Borough of ManhattanCITY AND STATE OF NEW YORK, County, City and State of New York, bounded and described as followsBOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING at the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th AvenueAT THE CORNER FORMED BY THE INTERSECTION OF THE WESTERLY SIDE OF XXXXXXXX STREET AND THE NORTHERLY SIDE OF PITKIN AVENUE; RUNNING THENCE northerly along the easterly side of 00xx Xxxxxx a distance of 197 feet 6 inches to the corner formed by the intersection of the southerly side of Xxxx 00xx Xxxxxx with the easterly side of 11th AvenueWESTERLY ALONG THE NORTHERLY SIDE OF PITKIN AVENUE, 156 FEET 3 INCHES TO A POINT; THENCE easterly along the southerly side of Xxxx 00xx Xxxxxx a distance of 213 feet 8- 7/8 inches to a point on the westerly line of Tax Lot 53 as shown on the Tax Map of the City of New YorkNORTHERLY PARALLEL WITH XXXXXXXX STREET, County of New York100 FEET TO A POINT; THENCE southerly along a line forming an interior angle of 83 degrees 34 minutes 25 seconds with the last mentioned course and along the westerly line of Tax Lot 53 a distance of 198 feet 9 inchesEASTERLY PARALLEL WITH PITKIN AVENUE, to a point on the northerly side of West 00xx Xxxxxx56 FEET 3 INCHES TO A POINT; THENCE westerly along the northerly side of West 33rd StreetNORTHERLY PARALLEL WITH XXXXXXXX STREET, which northerly side of West 33rd Street forms an interior angle of 96 degrees 25 minutes 35 seconds with the last mentioned course50 FEET TO A POINT; THENCE EASTERLY PARALLEL WITH PITKIN AVENUE, a distance of 191 feet 5- 7/8 inches100 FEET TO THE WESTERLY SIDE OF XXXXXXXX STREET; THENCE SOUTHERLY ALONG THE WESTERLY SIDE OF XXXXXXXX STREET, to the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th Avenue, the point or place of 150 FEET TO THE POINT OR PLACE OF BEGINNING. For Information Only: Said premises are known as 000 Xxxx 00xx Xxxxxx (f/k/a 000 00xx Xxxxxx a/k/a 000 Xxxx 00xx Xxxxxx), Xxx Xxxx, Xxx Xxxx and designated as Xxxxx 000 Xxx 0 as shown on the Tax Map of the City of New York, County of New York. EXHIBIT B AUTHORIZED REPRESENTATIVES INTENTIONALLY OMITTED EXHIBIT D-1 Principals CYPRESS PITKIN: Name: Xxxxxxxx X. Xxxxxxxxxx Title: C.E.O of General Partner PITKIN BERRIMAN HDFC: Name: Xxxxxxxx X. Xxxxxxxxxx Title: C.E.O EXISTING SUBLESSEE: Name: Xxxxx Xxxxx Title: President EXHIBIT D-2 OWNERS OF CYPRESS PITKIN INDIVIDUAL OWNERS Name % Ownership or Control of Cypress Pitkin none ENTITY OWNERS Name % Ownership or Control of Cypress Pitkin Red Stone – Fund 47, LLC 99.99% ownership interest. Limited Partner. Red Stone Equity Manager, LLC .001% ownership interest. Special Limited Partner. Pitkin Housing Corporation .009% ownership interest. General Partner. OWNERS of those ENTITIES that own or control more than 10% of Cypress Pitkin (See attached Incumbency Certificate"10% Entities") EXHIBIT C PRINCIPALS OF THE LESSEE10% ENTITY (name and actual %) INDIVIDUAL AND ENTITY OWNERS % Ownership or Control Red Stone – Fund 47, LLC, 99.99% Ownership Interest. RSEP MM, LLC - Managing Member 0.01% Ownership Interest. HSBC Bank USA, N.A. - Investor Member 99.99% Ownership Interest.

Legal Counsel; Mutual Drafting. Each party acknowledges that this Agreement is a legally binding contract and that it was represented by legal counsel in connection with the drafting, negotiation and preparation of this Agreement. Each party acknowledges that it and its legal counsel has cooperated in the drafting, negotiation and preparation of this Agreement and agrees that this Agreement and any provision hereof shall be construed, interpreted and enforced without regard to any presumptions against the drafting party. Each party hereby agrees to waive any rule, doctrine or canon of law, including without limitation, the contra preferentum preferentem doctrine, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it. APPENDICES EXHIBIT A DESCRIPTION OF THE LAND See attached. LEGAL DESCRIPTION AND RETAIL UNIT Description of the Land: ALL THAT CERTAIN plot, that certain plot piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of ManhattanBrooklyn, CountyCounty of Kings, City and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th Avenue; RUNNING THENCE northerly along the easterly side of 00xx Xxxxxx a distance of 197 feet 6 inches to the corner formed by the intersection of the southerly side of Xxxx 00xx Xxxxxx with the easterly side of 11th Avenue; THENCE easterly along the southerly side of Xxxx 00xx Xxxxxx a distance of 213 feet 8- 7/8 inches to a point on the westerly line side of Tax Lot 53 Bedford Avenue, said point being 100 feet 1 inch southerly from southwesterly intersection of Bedford Avenue and Flushing Avenue as shown on the Tax Map of the City of New York, County of New Yorkmeasured along Bedford Avenue; RUNNING THENCE southerly along a line forming an interior angle of 83 degrees 34 minutes 25 seconds with the last mentioned course and along westerly at right angles to the westerly line of Tax Lot 53 a distance Xxxxxxx Xxxxxx, 00 feet; THENCE southerly at right angles with the proceeding course, 22 feet 8 inches; THENCE westerly at right angles with the preceding course, 10 feet 0 inches; THENCE southerly at right angles to the preceding course, 189 feet 10 inches; THENCE easterly and at right angles with the preceding course, 100 feet to the westerly side of 198 Bedford Avenue; THENCE northerly along the westerly side of Bedford Avenue, 212 feet 9 6 inches, to a point on the northerly side of West 00xx Xxxxxx; THENCE westerly along the northerly side of West 33rd Street, which northerly side of West 33rd Street forms an interior angle of 96 degrees 25 minutes 35 seconds with the last mentioned course, a distance of 191 feet 5- 7/8 inches, to the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th Avenue, the point or place of BEGINNING. EXHIBIT B DESCRIPTION OF FACILITY PERSONALTY [Please see following page] Item Equipment Description Cost ID6NU #01 20ft Insight Produce, Model ID6NU, Base + 5 Rows of Lighted Shelves. All Lights are LED $ 17,652.70 ID6NU #02 12ft Insight Produce, Model ID6NU, Base + 5 Rows of Lighted Shelves All Lights are LED $ 10,091.90 ID6NU #03 20ft Insight Produce, Model ID6NU, Base + 5 Rows of Lighted Shelves All Lights are LED $ 17,652.70 Miscellaneous #04 24ft Multi-Deck Meat, Model IC6SL, Base + 5 Rows of Lighted Shelves. All Lights are LED $ 21,385.54 Miscellaneous #05 16ft Multi-Deck Meat, Model IC6SL, Base + 5 Rows of Lighted Shelves. All Lights are LED $ 14,976.17 Miscellaneous #06 32ft Multi-Deck Meat, Model IC6SL, Base + 5 Rows of Lighted Shelves. All Lights are LED $ 28,428.95 Miscellaneous #20 (2x) 8ft + 6ft Multi-Deck Meat, Model IC2XNL, Base + 3 Rows of Lighted Shelves. All Lights are LED $ 20,417.80 RLN #07 5 Dr Reach-In Frozen, Model RLN, Base + 7 Rows of Shelves $ 9,450.00 DSFM #08 (2x) 8ft Service Merchandiser Fish, Model DSFM $ 31,240.56 IC6SL #09 18ft Insight Fish, Model IC6SL, Base + 5 Rows of Lighted Shelves. All Lights are LED $ 18,897.60 ID6NU #10 48ft Insight Dairy, Model ID6NU, Base + 6 Rows of Shelves. All Lights are LED $ 31,111.60 ID6NU #11 18ft Insight G&G, Model ID6NU, Base + 6 Rows of Shelves. All Lights are LED $ 13,217.16 ID6NU #12 24ft Insight G&G, Model ID6NU, Base + 6 Rows of Shelves. All Lights are LED $ 16,322.80 ID6NU #13 16ft Insight Bakery, Model ID6NU, Base + 6 Rows of Shelves. All Lights are LED $ 11,609.00 SGB #14 8ft Service Merchandise Bakery, Model SGB, Base + 3 Rows of Lighted Shelves $ 12,336.76 Q3-SP #15 8ft Sushi, Model Q3-SP, Base + 1 Rows of Lighted Shelves w/ Drop in Xxxxx and Rear Refrigerated $ 14,790.72 SMB #16 16ft Service Merchandise Deli, Model SMBT, Base + 1 Rows of Shelves, T Straight Glass $ 23,798.08 RLN #17 (2x) 15 Dr Reach-In Frozen, Model RLN, Base + 7 Rows of Shelves $ 52,150.00 RLN #18 (2x) 2 Dr Reach-In Frozen, Model RLN, Base + 7 Rows of Shelves w/ Glass View Ends $ 10,656.00 ID6NU #19 6ft Back Bar, Model ID6NU, Base + 6 Rows of Lighted Shelves. All Lights are LED $ 7,440.00 Salad Bar (2x) 6ft Cold Salad Bar, Model IM-04-C6-FR, Double Sided Island - Hussmann $ 21,302.40 Miscellaneous 2x) 10ft Hot Bar, Model IM-04-C10-FH, Double Sided - Hussmann $ 36,616.80 Salad Bar 8ft Service Salad Bar - Model IM-04-I8-FR – Hussmann $ 12,312.50 Miscellaneous Night Curtains For Information OnlyAll cases $ 6,604.00 Rack System RACK A : Said premises are known as 000 Xxxx 00xx Xxxxxx R404A Split Suction Header System With ( 08 ) Xxxxxxxx Reciprocating Compressors, 208V/3Ph/60Hz Using CPC E2 RX-300 Controller Rack Orientation: VERT CKTS SPUN "RDP-A : R404A Low Temperature System INDOOR REMOTE DEFROST PANEL, 208V/3Ph/60Hz 40"" x 72"" x 8.25"" "A Cont'd : R404A Split Suction Header System Grp-3 With ( 00 ) Xxxxxxxx Reciprocating Compressors, 208V/3Ph/60Hz " $ 120,608.40 CONDENSER Condenser Model No. LEVC 26410K R-404AControl Panel: CPC1 NCA412T SSS 208/3/60MOTORS INDIVIDUALLY FUSED WITH CONTACTOR 850 Rpm 1.5 Hp Motors Condenser Options MOUNTED NON-FUSED DISCONNECT CPC MULTIFLEX 88 RELAY BOARD CPC AMBIENT TEMP SENSOR w/ ENCLOSURE 50% WINTER REDUCTION FAN RELAY $ 26,139.00 EVAPORATOR Evaporator Blowers for Boxes $ 32,605.00 Walking Cooler Item #1 Meat Cooler with no floor 13' 4" x 36' 4" x 8'H Emb Galv Int/Ext 3 1/2" Wall Panels (fshares wall with Bakery Walk-in Freezer/kBakery Walk-in Cooler/a 000 00xx Xxxxxx a/k/a 000 Xxxx 00xx Xxxxxx)Meat Freezer) (1) Cooler Door 48"" X 84"" with door light and switch, Xxx Xxxxvent, thermometer, spring kit, door closer, common wall plates Item #2 Meat Freezer with Floor 8' x 13' 4" x 8'H Xxx Xxxx Xxx/Xxx 0" Xxxx Xxxxxx ... $ 79,400.84 FREIGHT Estimated Freight on Cases $ 41,800.00 CARPENTRY Carpentry to Set, Level and designated as Xxxxx 000 Xxx 0 as shown on the Tax Map Install New Case $ 33,000.00 TOTAL $ 794,014.98 EXHIBIT D-1 Lessee: Principals Name Title Xxxxxx Xxxx Managing Member EXHIBIT D-2 OWNERS OF THE LESSEE INDIVIDUAL OWNERS Name % Ownership or Control of the City Lessee Xxxxxx Xxxx 61.3 ENTITY OWNERS Name % Ownership or Control of the Lessee Xxxxxx Xxxx Family Trust 38.7 OWNERS of those ENTITIES that own or control more than 10% of the Lessee (“10% Entities”) 10% ENTITY (name and actual %) INDIVIDUAL AND ENTITY OWNERS % Ownership or Control Xxxxxx Xxxx Family Trust Xxxxxxxxx Xxxxxxxx 50 Xxxx Xxxxxx 50 EXHIBIT E PROJECT COST BUDGET* Funds of Lessee Total Project Improvements Investment $ 50,000 $ 50,000 Equipment 1,200,000 1,200,000 Fees/Other Soft Costs 100,000 100,000 Total $1,350,000 $ 1,350,00 * Does not include certain pre-closing construction costs incurred by the Lessee which comprise a portion of the Project Work. EXHIBIT F [FORM OF REQUIRED DISCLOSURE STATEMENT] The undersigned, an authorized representative of Bedford EMR Holdings, LLC a limited liability company organized and existing under the laws of the State of New York, County DOES HEREBY CERTIFY, REPRESENT AND WARRANT to the New York City Industrial Development Agency (the “Agency”) pursuant to [Section 8.20] [Section 8.9] of that certain Agency Lease Agreement, dated as of November 1, 2020, between the Agency and Bedford EMR Holdings, LLC a limited liability company organized and existing under the laws of the State of New York. EXHIBIT B AUTHORIZED REPRESENTATIVES York (See attached Incumbency Certificatethe “Lease Agreement”) EXHIBIT C PRINCIPALS OF THE LESSEETHAT: [if being delivered pursuant to 8.20 of the Lease Agreement] None of the surviving, resulting or transferee Entity, any of the Principals of such Entity, or any Person that directly or indirectly Controls, is Controlled by, or is under common Control with such Entity: [if being delivered pursuant to 8.9 of the Lease Agreement] Neither the above-referenced Entity, nor any of the Principals of such Entity, nor any Person that directly or indirectly Controls, is Controlled by, or is under common Control with such Entity:

Legal Counsel; Mutual Drafting. Each party acknowledges that this Agreement is a legally binding contract and that it was represented by legal counsel in connection with the drafting, negotiation and preparation of this Agreement. Each party acknowledges that it and its legal counsel has cooperated in the drafting, negotiation and preparation of this Agreement and agrees that this Agreement and any provision hereof shall be construed, interpreted and enforced without regard to any presumptions against the drafting party. Each party hereby agrees to waive any rule, doctrine or canon of law, including without limitation, the contra preferentum doctrine, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it. APPENDICES EXHIBIT A DESCRIPTION OF THE LAND See attached. LEGAL Xxxxxxx Title Insurance Company Title Number: FNS-7220-Q SCHEDULE A DESCRIPTION ALL THAT CERTAIN that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough and County of Manhattan, CountyQueens, City and State state of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the northerly Westerly side of West 33rd Street 00xx Xxxxxx with the easterly Northerly side of 11th 55th Avenue; RUNNING THENCE northerly Westerly along the easterly Northerly side of 55th Avenue 114.93 feet; RUNNING THENCE North 27 degrees 25 minutes 55 seconds East 86.81 feet to a point; RUNNING THENCE South 74 degrees 12 minutes 32 seconds East 1.41 feet to a point; RUNNING THENCE North 15 degrees 49 minutes 10 seconds East 6.88 feet to a point; RUNNING THENCE North 27 degrees 25 minutes 55 seconds East 14.82 feet to the Southerly side of 54 drive; RUNNING THENCE Easterly along the Southerly side of 54 Drive 100.98 feet (Tax Map) to the Westerly side of 00xx Xxxxxx; RUNNING THENCE Southerly along the Westerly side of 00xx Xxxxxx a distance of 197 111.23 feet 6 inches (Tax Map) to the corner formed by the intersection of the southerly side of Xxxx 00xx Xxxxxx with the easterly side of 11th Avenue; THENCE easterly along the southerly side of Xxxx 00xx Xxxxxx a distance of 213 feet 8- 7/8 inches to a point on the westerly line of Tax Lot 53 as shown on the Tax Map of the City of New York, County of New York; THENCE southerly along a line forming an interior angle of 83 degrees 34 minutes 25 seconds with the last mentioned course and along the westerly line of Tax Lot 53 a distance of 198 feet 9 inches, to a point on the northerly side of West 00xx Xxxxxx; THENCE westerly along the northerly side of West 33rd Street, which northerly side of West 33rd Street forms an interior angle of 96 degrees 25 minutes 35 seconds with the last mentioned course, a distance of 191 feet 5- 7/8 inches, to the corner formed by the intersection of the northerly side of West 33rd Street with the easterly side of 11th Avenue, the point or place of BEGINNING. For Information OnlyFOR INFORMATION ONLY: Said premises are SAID PREMISES being known as 000 Xxxx 00xx Xxxxxx (f00-00 00XX XXXXXX, XXXXXXX, XX 00000 A/kK/A 00-00 00XX XXXXXX, XXXXXXX, XX 00000 Block: 2517 Lot: 32 EXHIBIT B Description of Facility Personalty All materials, equipment, shelving and other items necessary for the construction, equipping and operation of a 000 00xx Xxxxxx a/k/a 000 Xxxx 00xx Xxxxxx)facility to process, Xxx Xxxxdistribute and warehouse nuts, Xxx Xxxx cheeses and designated other food products, including such other activities as Xxxxx 000 Xxx 0 as shown may be substantially related to or substantially in support of such use or operations, including, but not limited, to the acquisition, leasing, shipping and installation of fixtures, mechanical systems, roasting, weighing and packaging equipment, refrigeration, lighting packages, HVAC equipment, elevators, on the Tax Map of the City of New Yorkpremises product moving equipment, County of New Yorkfurnishings, furniture, and office equipment. EXHIBIT B AUTHORIZED REPRESENTATIVES (See attached Incumbency Certificate) EXHIBIT C PRINCIPALS OF THE LESSEEDae Xxxx Xxx