Jeffrey Epstein Deed of Sale NYC

IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS DIVISION OF ST. THOMAS AND ST. JOHN ******************************** IN THE MATTER OF THE ESTATE OF ) JEFFREY E. EPSTEIN, ) PROBATE NO. ST-19-PB-80 ) Deceased. ) ACTION FOR TESTATE __________________________________________) ADMINISTRATION NOTICE OF SALE COME NOW the Co-Executors of the Estate of Jeffrey E. Epstein (the “Estate”), DARREN K. INDYKE and RICHARD D. KAHN, and hereby file with this Honorable Court this Notice of Sale in the above captioned estate. As previously communicated to this Honorable Court, the Co-Executors negotiated the sale of property owned by Maple, Inc. located at 9 E. 71st Street, New York, NY 10015. The shares of Maple, Inc., a U.S. Virgin Islands corporation, are an asset of the Estate. The closing on the transaction for the real property located at 9 E.71st Street took place on March 8, 2021. Pursuant to the Contract of Sale, the property was sold for Fifty-One Million Dollars ($51,000,000.00). After the payment of expenses detailed below, and outgoing wire fees in the amount of One Hundred Dollars ($100.00), the net amount payable to Seller and wired to the account held in the name of Maple, Inc. at First Bank was Forty-Eight Million Four Hundred Ninety-Nine Thousand Four Hundred Seventy-Eight Thousand Dollars and Thirty-Eight Cents ($48,499,478.38). The following expenses in the amount of Two Million Six Hundred Seventeen Thousand Three Hundred Dollars ($2,617,300.00) were paid from the proceeds at closing: $1,086,750.00 Kensington/Vanguard NYC Transfer Tax $726,750.00; NYS Transfer Tax $331,500.00; Water Escrow $8,000.00; Violation Fines Escrow $20,000.00; Title Fee $500.00 Estate of Jeffrey Epstein Probate No. ST-19-PB-80 Notice of Sale Page 2 $1,275,000.00 Modlin Group Brokerage Commission $70,350.00 Pall Mall Art Advisors Storage and Moving Fees $185,200.00 Aiston Fine Art Solutions Packing Charges Maple, Inc. received a Seller’s credit in the amount of One Hundred Sixteen Thousand Eight Hundred Seventy-Eight Dollars and Thirty-Eight Cents ($116,878.38) for pro-rated property taxes that were paid by Maple, Inc. prior to closing. Attached to this notice please find the following documents: 1. Copy of Contract of Sale (EXHIBIT 1); 2. Copy of Settlement Statement (without exhibits) (EXHIBIT 2); 3. Copy of Property Tax Bill (EXHIBIT 3); 4. Invoice from Kensington Vanguard (EXHIBIT 4); 5. Modlin Group Commission Statement (EXHIBIT 5); 6. Invoice from Pall Mall Art Advisors (EXHIBIT 6); 7. Invoice from Aiston Fine Art Solutions (EXHIBIT 7); 8. Copy of Warranty Deed Transferring Property (EXHIBIT 8); and 9. Confirmation of Wire to First Bank Account (EXHIBIT 9). Respectfully, Dated: March 18, 2021 /s/ Christopher Allen Kroblin CHRISTOPHER ALLEN KROBLIN, ESQ. SHARI N. D’ANDRADE, ESQ. MARJORIE WHALEN, ESQ. V.I. Bar Nos. 966, 1221 & R2019 KELLERHALS FERGUSON KROBLIN PLLC Royal Palms Professional Building 9053 Estate Thomas, Suite 101 St. Thomas, V.I. 00802 Telephone: (340) 779-2564 Facsimile: (888) 316-9269 Email: [email protected] [email protected] [email protected] Estate of Jeffrey Epstein Probate No. ST-19-PB-80 Notice of Sale Page 3 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on this 19th day of March 2021, I caused a true and exact copy of the foregoing Notice of Sale to be served via VIJEFS upon: John H. Benham, Esq. A. Jeffrey Weiss, Esq. Law Office of John H. Benham, P.C. A.J. Weiss & Associates [email protected] [email protected] Douglas B. Chanco, Esq. Sean Foster, Esq. Chanco Schiffer P.C. Marjorie Rawls Roberts, P.C. [email protected] [email protected] Richard Bourne-Vanneck, Esq. John K. Dema, Esq. Law Offices of Richard P. Bourne-Vanneck, Esq. Law Offices of John K. Dema [email protected] [email protected] Kevin F. D’Amour, Esq. Rosalie Simmonds Ballentine, Esq.Gaylin Vogel, Esq. Rosalie Simmonds Ballentine, P.C. Law Offices of Kevin F. D’Amour, P.C. [email protected] [email protected] [email protected] Sigrid Stone McCawley, Esq. David Boies, Esq. Melody D. Westfall, Esq. Joshua I. Schiller, Esq. Westfall Law PLLC Boies Schiller Flexner LLP [email protected] [email protected] [email protected] Denise N. George, Esq. [email protected] Ariel M. Smith, Esq. Carol Thomas-Jacobs, Esq. J. Russell B. Pate, Esq. Virgin Islands Department of Justice The Pate Law Firm [email protected] [email protected] [email protected] [email protected] /s/ Christopher Allen Kroblin EXHIBIT 1 E TABLE OF CONTENTS PAGE 1. Sale and Purchase 1i 2. Furniture and Fumlshmgs1 E 3. Purchase P11061 E 4. The Closmg1 E 5 State of T1fle of Ploperty and Violations 2 6 Title Insulance and Ability of 861161 to Convey 3 , 7 Rep1 esentations and Wauanties of Seller 3 8 Replesentations and Wauanties of Pulchase1 6 9 Damage or Dest1uction, Condemnation 8 10 Documents or Instruments To be Delive1ed by Selim at the Closing 9 11 Documents 01 Instruments To be Delivered by Pu1chasel at the Closmg 9 12. Adjustments and Closing Costs 10 13 Discharge of Obhgations, Merger of Understandings 11 14. Covenants ofSellel11 , E 15. Escrowee11 i 16. Notices 12 ; 17. Broke1age12 18. Miscellaneous 13 LIST OF SCHEDULFS Schedule A Legal desc1iption of Land 2 Schedule B Additional Pennitted Liens and Encumb1ances , Schedule C Form of Sellel’s Title Affidawt E E l g ig I I 112809467v3 1 E CONTRACT OF SALE CONTRACT OF SALE dated as of February 4 2021 between MAPLE INC , a U S Virgin Islands corporation, having an address at 9053 Estate Thomas, Suite 101, St Thomas, U S Virgin Islands 00802 ( Seller ) and BACK TO NYC 71, LLC a New York limited liability ! company, having an address c/o Schwartz, Sladlcus, Reich, Greenberg and Atlas LLP, 444 Madison Avenue, 6‘h Floor, New York, New York 10022, Attention Jeffrey Reich (“Purchaser”) The parties hereto covenant and agree as follows 1 Sale and Purchase 1 1 Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase fiom Seller, upon the terms and conditions heremafter set forth, (a) that cextain plot, piece or parcel of land known as 9 East 71St Street, New York, New York and more particularly described on Schedule A attached heteto (the ‘Land ); (b) all buildings and improvements located on the Land (the “Improvements”), (0) all nght, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all other estate and rights of Seller in and to the Land and improvements; (e) all development nghts appurtenant to the Land, if any; and (f) all window treatments, and standard light fixtures and light sconces (but excluding all chandeliers) (collect1ve1y the “Property”) 2 Furniture and Furnishings 2 1 The sale ofthe Property does not include the sale of any artwork, tapestries, sculptures, chandeliers, rugs, furniture, furnishings or other items of personal property located in the Property on the date hereof and Seller shall remove same prior to the closing hereunder 3 Purchase Price 3 1 The purchase price to be paid by Purchaser to Seller for the Property (the “Purchase Price”) is Fifiy One Million and 00/100 Dollars ($51,000,000 00) The Purchase Price shall be paid as follows (a) concurrently with the executlon of the Contract of Sale, Purchaser . shall pay Five Million One Hundred Thousand and 00/100 Dollars ($5 100 000 00) (the E “Deposit”) by wire transfer to Fmst American Title Insurance Company, as escrow agent (“Escrowee”), to be held in escrow in accmdance with Article 15 below, and (b) at the closing ,3 hereunder, Purchaser shall pay to Seller Forty Five Million Nine Hundred Thousand and 00/100 ‘ Dollars ($45,900,000 00) (the “Cash Balance”) by Purchaser paying such amount to Seller by wire transfer of immediately available funds to the account(s) designated by Seller _ 4 The Closing i i 4 1 The closing pursuant to this Contract of Sale (the “Closing”) shall take l place at the offices of Troutman Pepper LLP, 875 Third Avenue, New York, New York 10022 or E in escrow with the Title Company (as such term is defined 1n Section 6 1 below), on or about 3 February 28, 2021 (the “Closing Date”) at 10 00 am t 112809467v3 5 State of Title of Property and Violations 5 1 The Propexty is being sold and is to be conveyed subject only to the matters I described in clauses (a) through 0) of this Section 5 1 and Section 5 2 below (collectively referred I to as the “Permitted Encumbrances”) I (a) Any and all present and future zoning restrictions, regulations, requirements, laws, ordinances, resolutions and orders applicable to the Property, and all other laws, requirements, orders, rules, or regulations, now or hereafter in effect, of any I governmental or quasi governmental authority, department or agency having jurisdiction I over the Property or any part thereof i (b) Any state of facts a current and accu1ate survey of the Property would show, provided such state of facts does not materially interfere with the current use of the Property as a one family dwelling ‘ (0) Real estate taxes and assessments for the fiscal year in which the Closing occurs, subject to apportionment in accordance with this Contract of Sale ((1) Rights and easements of utility compames to lay, install, mamtain or operate w1res, lines, cables, pipes, holes, boxes and other fixtures, facilities or equipment in, over and upon the Property or any portion thereof, but only to the extent serving the I Property (e) Such monetary matters as First American Title Insurance Company shall be willing without any additional premium to omit as exceptions to coverage I (t) Encroachments of Stoops, areas, cellar steps, trim cornices, lintels, I windowsills, awnings, canopies, ledges, fences, hedges, coping and retaining walls projecting from the Property over any street or highway or over any adjoining property, provided that they do not render title to the Property unmarketable (g) Revocability or lack of right to maintam vaults, coal chutes, excavations or sub su1 face equipment beyond the line of the Property (h) Intentionally omitted I (i) The liens or encumbrances listed on Schedule B attached hereto : (j) The liens or encumbrances approved by Purchaser or deemed E approved by Purchaser pursuant to Section 6 l I 5 2 The Property IS being sold and is to be conveyed subject to all notes or notices of violation of law or municipal ordinances, orders or requirements noted in or tssued by I or any federal, state, county or municipal department having jurisdiction, affecting or against the ' Property as of the Closing Date, however, Seller shall pay at or prior to Closing, any and all fines, I penalties and interest payable or assessed to any violations noted or issued prior to Closing I 2 [12809467v3 ' 6 Title Insurance and Ability of Seller to Convey 6 1 Purchaser shall immediately Older an examination oftitle from KVNational writing through First American Title Inc Co (the “Title Company”) and shall direct such title company to forward a copy of the title report to Seller’s attorney concurrently with the deliver of such title report to Purchaser’s attorney Purchaser shall have ten (10) days after receipt ofthe title report to examine same and to notify Seller of any title objections affecting title to the Property other than Permitted Encumbrances Any title objection not objected to in writing by Purchaser within said ten (10) day period shall be deemed approved by Purchaser Except as otherwise specifically provided in Section 6 2 and Section 6 3, Seller shall not be obligated to mom any ‘ expense, 01 to bring any action or proceeding, to remove any exceptions or objections to title or to ‘ render title to the Property marketable and shall not be obligated to grant an abatement in the Purchase Price with respect to any such exception or objection If Seller shall be unable to convey title in accordance with the terms of this Contract of Sale or if Seller shall be unwilhng to remove any ob] cottons to title which Seller is not obligated to remove pursuant to Section 6 2 and Section ' 6 3, Purchaser shall have the option to accept title subj ect to such ob} ections without any abatement or reduction in and without any credit or allowance against the Purchase Price, or to reject title without any claim for damages or specific performance Nothing herein contained shall be construed to limit Putchaser’s right to specific petformance 1n the event of Sellei ’s willful default hereunder In the event that Purchaser so rejects title, Seller shall have no obligation hereunder Escrowee shall 1etum the Deposit to Purchaser and this Contract of Sale shall be null and void and the parties hereto shall be relieved of all further obligation and liability hereunder Seller shall have the right, but not the obligation, to a reasonable adjournment 01 ad) ournments of the Closing (but in any case not to exceed sixty (60) days) to remove any defect in or objection to title noted in such title report or updated title report which does not constitute a Permitted Encumbrance which may be disclosed on or pn'or to the Closing Date 6 2 Notwithstanding anything contained herein to the contrary, (a) Seller shall eliminate (i) any mortgage or other voluntary lien, regardless of amount, executed, consented to 5 or assumed by Seller, (ii) real estate taxes and water and sewer chat ges and (iii) fines or penalties ofrecord imposed against the Property and any other liens 0r encumbrances affecting the Property, other than the Permitted Encumbrances, which may be removed solely by the payment of a sum of money not exceeding $500,000 in the aggregate, and (b) if the cost to remove the liens 0r encumbrances described in clause (a)(iii) above exceeds $500,000 in the aggregate and Purchaser elects to close and accept title to such title objections, the Purchase Price Will be reduced by $500 000 . 6 3 At the Closing, Seller shall convey to Purchaser fee simple title to the ' Property fiee of all liens and encumbrances other than the Permitted Encumbrances 7 Representations and Warranties of Seller 7 1 Seller represents and warrants to Purchaser as follows ' (a) The execution and delivery of this Contract of Sale by Seller and the consummation of the transactions contemplated hereby have been duly authorized Sella IS not subject to any law, order, decree, restriction or agreement which prohibits Seller’s - 3 112809467v3 execution of this Connect of Sale 01 would be violated by this Connact of Sale 01 the consummation of the ttansaetions contemplated heleby 1"his Contract of Sale constitutes the valid and binding obligation of 861161 enfomeable against Seller in accordance with its tenns, except as enfomement th6160f may be limited by banktuptcy, insolvency, 1n01atorium,1e01ganization 01 othe1 similat laws affecting cred1tors’ rights gene1ally (b) There ale no leases 01 othel agteements affecting the occupancy of all 01 any pelt 0f the P1 operty and the Plopetty is cunently vacant (c) Sellez has not enteted into any service, maintenance 01 supply agreement or contract which (i) will be blnding on Putchaser aftel the Closing and (ii) cannot be terminated on thhty (3 0) days“ notice without payment of any penalty (d) Them me no employees presently employed by Sellet at the g Ploperty Who will be the obligation of Putchaset aftel the Closing Them me no union l contracts or agteements in effect with respect to the Ptopexty and Seller will not enter into any negotiatlons or execute any conttaet with a labor union thh tespect to the Ptoperty between the date 1161 eof and the Closing (6) Seller has not ttansferred or agreed to transfet any development 01 air lights appurtenant to the Land (t) Intentionally omitted (g) Intentionally omitted (h) Sellel has not 1eceived any written notice of any pending , condemnation ptoceedings 1elating to the Property (i) Sellel IS not a petson and/01 enttty with whom Pu1 chaser, as a U S f company 02 13618011, is tesnicted from doing business under the International Emetgency i Economic Powers Act 50 U S C § 1701 et seq the Trading w1th the Enemy Act 50 U S C ’ App § 5, any executive orders promulgated thexeunder, any implementing 1egu1ations l p1omulgated thereundet by OFAC (including those pe1sons and/or entities named on the ‘ SDN List), 01 any othet apphcable law of the United States Neithel Sellel not any of its . constituents have engaged in any dealings 01 nansactlons, dnectly or indnectly, (x) m i connavention of any United States, intetnational 01 othel money laundeting legulations 01 E conventions, includmg without limitation the United States Bank Secxecy Act, the United ' States Money Laundeting Conuol Act of 1986, the United States Intemational Money Laundering Abatement and Anti Tenonst Fmancmg Act of 2001 , T1ading with the Enemy Act or any foxeign asset conttol regulations of the Umted States T1easu1'y Department 01 any enabling legislation 01 executive Oldel telating thereto 01 (y) in contravennon of - Executive Ordet No 13224 dated Septembe1 24, 2001 lssued by the President of the Umted States (Executive Ordel Blockmg P1ope1ty and P1 ohibtting T1ansactions with Petsons Who Commit, Th1eaten t0 Comnnt, 01 Supp01t Tenorism), as may be amended 01 supplemented from time to time (“Anti Terrorism 01 der”) 01 on behalf of te1101ists o1 tenolist otganizations, including those persons 01 entities that ate included on any relevant l1sts 4 112809467V3 I maintained by the United Nations, North Atlantic Treaty 01 ganizatlon, Olganization of Economic Coopexation and Development, Financial Action Task F01ce, U S Office of F01eign Assets Contlol, U S Seculities & Exchange Commission, U S Fedelal Buleau of Investigation, U S Central Intelligence Agency, U S Intemal Revenue Selvice, or any country 01 01 ganization, all as may be amended from time to time (J) Theta ate no proceedings now pending for the Ieduction 0f the assessed valuation ofthe Ploperty, and Se11e1 will not, without P111 chaset’s p1101 consent, commence any such proceedings p110rto Closing ' 7 2 To the extent that Pu1chaser actually knows at 01 p1i01 to Closing that any of Sellel’s teplesentations and wananties ate inaccurate, untrue or inconect in any way and Pmchaser nevertheless closes, such 1ep1esentations and wauanties shall be deemed modified to reflect Putchaset’s knowledge In addttion, Seller shall not have any liability in connection with this Contract of Sale by reason of any inaccuracy of a 1ep1esentation 01 wananty 1f and to the extent that such 1naccu1acy has been identified by Seller to Pu1chase1 in a mitten notice to Purchaser 01 0the1 wise is actually known by Pu10haser, in each case at or prior to the Closing and Purchaset elects, nevertheless, to consummate the Closmg 7 3 If aftel the date heleof and p1i01 to the Closing, Pulchase1 obtains actual knowledge that any of the lepresentations or warranties made he1ein by Seller a1e untme, inaccurate or incorrect in any 1espect (othe1 than as a result of receipt of mitten notice theleof from Selle1 pu1 suant to the requilement of the next sentence), Purchasel shall use good falth efforts to notify Sella 1n writing within fifteen (15) days of obtaining such knowledge and, m any event, prior to the Closing (plovided, howevel, that Pulchaser shall not have any liablhty to Seller f01 damages or be deemed to have compromised any of its othe1 rights hereunder if 1t fails to so nonfy Sellel) If at 01 p1i01 to the Closing, Seller obtains knowledge that any of the 1epresentations 01 wananties made helein by Selle: is unhue, inaccurate 01 inconect as of the Closing Date, Seller shall notify Putchaser 1n wrltmg the1 eofw1thin five (5) business days ofobtaining such knowledge and, in any event p1i01 to the Closing In Lime] such event, Seller shall not be obhgated to cum any such m131ep1esentat10n 01 breach If Sellel is 0th61Wlse Wllling to attempt to 01116 any such misrepresentation or breach, Selle1 shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days 1n the agglegate) f01 the pmpose of any such ewe, p1ov1ded, howeveI, Putchase1 shall have the right to waive such bleach at any time du1 ing satd pe1iod of adj oulnment and in the event of such waive1 Sella and Pmchaser shall consumate the Closing without any reducnon 01 eledit against the Purchase Plice with lespeot thereto 7 4 If Se11e1 fails to cme any miSIepresentation 01 b1 each such that they a1et1ue and conect as of the Closmg Date, and the agglegate cost to cum all existing misteptesentatlons and breaches equals 01 exceeds $200,000, then Purchaser, as us sole and exeluswe lemedy £01 any and all such misxep1esentations, b1eaohes, and defaults shall be enntled to (1) elect to close hereundet and waive all such existlng mimepresentations, bleached and defaults and Ieceive a $200,000 eledit against the Puzchase Ptice 01 (ii) temnnate this Contract of Sale as set forth in Sect1on 18 1 If the aggregate cost to 01116 all such existmg mi31ep1esentat10ns, bleaches and defaults 15 less than $200,000, Pmchasel shall be deemed to wa1ve such mismplesentations, 5 112809467v3 J I I bleaches and defaults, and Purchasel shall be quuhed to consummate the t1ansactions contemplated heieby Without any reduction of or eiedit agalnst the Pmchase Price 7 5 The rep1 esentations and wan anties set faith in this Amide 7 shall su1v1ve the Closing f01 a period of ninety (90) days and any action based on a bleach of any such 1ep1esentation 01 wananty must be commenced within ninety (90) days after the Closing Date 7 6 Notw1thstanding any piovision to the contiary herein 01 m any other i document or instiument executed by Selle1 and deliveled to Pmchaser at 01 in connection with , the closing (collectively, “Closing Documents”), Sellei shall not have (and Seller is exculpated E and Jeleased fiom any) liab111ty whatsoeve1 with iespeet to any suits, actions, pioeeedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, expenses 01 costs, including attorneys’ and expeits’ fees and costs of investigation and iemediation costs (collectively, the Claims ), and Puichaser shall be 1‘01 eve1 baited horn making 01 bringing any Claims, w1th respect to any of the 1ep1esentations and warranttes contained in this Cont1 act of Sale, 01 in any Closing Document except to the extent that the agglegate amount of all Claims fo1 beach of such Sellet’s representations and wananties with respect to the Propeity exceeds $200,000 (in which event Putchasei may bling claims f01 the entire amount of its loss and not just losses in excess of $200,000), provided however, notwithstanding any provision to the contiaiy he1e1n or in any Closmg Document, the total liability ofSe11e1 f01 any or all Claims shall not exceed $2 000 000 7 7 The proviswns of this Article 7 shall survive the Closing, subj eet however to the time limitations set forth in Section 7 5 8 Reptesentations and Wananties of Purchase: Pu1chase1 rep1 esents and wanants to Selle: as follows 8 1 Except as othe1wise expiessly set forth in this Conttaet of Sale, Purehase1 agrees to accept the Pieperty in its “AS IS” condition on the Closmg Date, without any abatement 01 ieduetion in, 01 credit 01 allowance against, the Pulehase Plice 8 2 Pu1ehasei shall have the light, at its option and at Purchasei’s sole cost and expense, upon one business day’s notice to the B10ke1 (as such tetm is defined in Section 17 1 below), which notice may be by email, to conduct a Visual mspection of the exter101 and 1nte1ior of the P1ope1'ty, m which event a Iepiesentative 0f the Blokei 01 the Sellei may accompany Pmchasei 1n connection With such visual inspection Duung such visual inspection Pmchase1 shall not conduct any inspection which will 01 leasonably could damage the Propelty 01 the personal piopelty contained therein and Purchasel shall indemnify, defend and hold Sella harmless fiom and against any 01mm, liability, damage, cost 01 expense (including, without limitation, teasonabie attorney’s fees) alisng fiom or relating to such inspection Pmchasm may, on 01 p1i01 to 5pm nyc time on Febiuaiy 9, 2021 (the “Outside Deadline”), give a w1itten notice (which may be given via email) (a “Ieimination Notice”) to Sellei’s attorney and the Esetowee electing to tetminate this Contract of Sale (f01 any 01 n0 mason), in Which event Esctowee Will lefund the Deposit to Pmchasei withing three (3) busmess days afte1 1ece1pt by Escrowee of Puichasei’s notice of termination and that eaftet this Conttact of Sale W111 terminate othe1 than those which exp1essiy 6 112809467v3 I sunive termination thexeof If Pulchasei shall fail to give a Teimination Notice to Seller’s attorney and Esetowee by the Outside Deadline, Puiehasei’s option to terminate this Connect of Sale puisuant to this Section 8 2 shall be null and void and this Con’uact of Sale shall continue in i f01ce and effect By the Outside Deadline, Purchaser will have had a full oppottunity to make a full and thorough inspection and investigation of the Propelty to the extent deemed necessary by Pu1chaser In enteiing into thls Contiact of Sale, Purchaser has not been induced by and has not 1elied upon any 1ep1esentations, wananties or statements, whethe1 01a] or w11tten, expless 01 implied, made by Sellel 01 any agent, employee 01 other leplesentative of Selle]. or by any brokel 01 any othe1 pe1 son lepiesenting 0r purporting to represent Seller, which 816 not expi essly set forth in this Contract of Sale (whether 01 not any such lepiesentations, wananties or settlements have actually been made in W1 iting 01 01ally), concerning the Property, its state of title, condition, state of repail, zoning, compliance with applicable laws, cument or proposed use, actual 01 potential 1neome, rents, expenses 01 operations, whethe1 01 not the P1 opelty is in compliance with applicable envhonmental laws, whetheI 01 not the Property has a valid certificate of occupancy or any other matter affecting 01 1elating to the Property Purchase1 hereby confirms and agrees that Selim shall have no obligation 01 liability to PUIChaSCI and Pulehaset shall have no claim against Sella With iespect to any hazaidous substances 01 mateiials located at the P10pe1ty or with respect to any violatlon of applicable envilonmental laws 8 3 The execution and delivery of this Contract of Sale by Purchaser and the consummation of the t1 ansactions contemplated heleby have been duly authorized by the appropiiate action ofPut chase: This Contact of Sale constitutes the valid and binding obligation of Purchase1 enforceable against Purchaser in accmdance with its terms except as enfmeement theieof may be limited by bankruptcy, insolvency, melat01ium, 1e01ganization or othel simila1 laws affecting 01 editors’ lights geneially 8 4 Puxchasei is not now, n01 shall it be at any time p1ior to 01 at the Closing, an ind1v1dua1, corporation, pattnership, joint venture, trust, trustee, limited habihty company, unincorpmated 01 gani7ation, real estate investment must 01 any 0th61 form of entity (collectively, a “Person”) With whom a United States citizen, entity oxganized under the laws of the United States or its tcnitories 01 entity having its p1incipa1 place of business Within the United States 01 any of its territofles (collectively, a “U S Person”), is p1 ohibited fiom tlansacting business of the type contemplated by thls Contract, whethet such prohibition arises under United States law, legulation, executlve elders and lists published by the Office of Foteign Assets Contlol, Department of the Tieasuly (“OFAC”) (including those executive orders and llsts published by OFAC with respect to Persons that have been designated by executive orde1 or by the sanction legulations of OFAC as P6180113 with whom U S Peisons may not tiansact business 01 must limit their interactions to types app1 eyed by OFAC 01 otheiwise Neithe1 Pmchasm nor any Peison who owns an inteiest 1n Purchaset IS now n01 shall be at any time prim to or at the Closing a Peison with whom a U S Peison, including a “financial institution” as defined in 31 U S C 5312 (a)(z), as peiiodically amended, is piohiblted from t1 ansacting business of the type contemplated by this Contract of Sale, whethel such p10hibit10n mises undel United States law, tegulation, executive 01de1s and lists published by the OFAC 01 othelwise The p10v15ions of this Section 8 4(a) shall sui vive the Closing or termination ofthis Connact of Sale 8 5 Pulchasei has taken, and shall continue to take until the Closing, such measuies as ate 1equi1ed by applicable law to assuie that the funds used to pay to Sella the 7 112809467v3 l1 Purchase Pnce are de1 ived (i) from transactions that do not Violate United States law mm, to the extent such funds Oilginate outside the United States, do not violate the laws of the juiisdiction in which they originated, and (ii) from pelmissible sources unde1 United States law and to the extent such funds Oiiginate outside the United States, undei the laws of the jurischction 1n which they ' oxiginated Pulchasel is, and W111 at closing be in compliance with any and all applicable I provisions ofthe USA PATRIOT Act of 2001 Pub L No 107 56 the Bank Seeiecy Act of 1970 1 as amended 31 U S C Section 5311 et seq the Trading with the Enemy Act 50 U S C App Section 1 et seq , the Inteinational Emelgency Economic Powe1s Act, 50 U S C Section 1701 et seq , and the sanction regulattons promulgated pu1suant thexeto by the OFAC, as well as laws 1elating to p1 evention and detection of money laundering in 18 U S C Sections 1956 and 1957 The provisions ofthis Section 8 5 shall su1 vive the Closing 01 te1mination ofthis Cont1 act of Sale 9 Damage or Destruction, Condemnation 9 1 If, after the date hereof, all or a mateual portion of the P1 operty is destloyed by fire or other casualty and not restored p1i01 to the Closing Date, Pmchasm shall have the option to terminate this Contract of Sale w1thin twenty (20) days after1eceiving notice thereof together with an estimate ofthe cost of the Lest01ation, and, 1n the event of such termination, Escrowee W111 k 1etum the Deposit to Pmchaser, this Conttact of Sale will terminate and nelther party will have any further obligation he1 eunder Notw1thstand1ng any provisions of New York law pertainmg to risk ofloss 1n the event of a file 01 othe1 casualty 131101‘ to the Closing (including, without limitation, Section 5 1311 of the New Yoxk General Obligations Law) to the cannery, if less than a material portion of the Property is damaged by fire 01 other casualty prior to the Closmg, 01 if all or a mateiial po1t1on of the P1 operty is damaged but Purchaset fatls to ttmely terminate this Contract of Sale, (a) Purchaser shall pmchase the Pieperty in its “as is” condition at Closing, (b) Seller shall assign the proceeds of casualty insurance, if any, to Putehaser at the Closing aftel reimbursmg 1tself for the reasonable out of pocket costs of colleetton of the ploceeds and of any repaiis to the Pieperty made by 01 on behalf of Selle1 and shall not adjust or complomtse a clam for such insurance proceeds Wlthout Putchasex ’s consent (such consent not to be umeasonably w1thhe1d), (c) the Putchase Price shall not be reduced or othe1wise affected by such damage (except that at the Closing PurchaseI shall receive a credit against the Pulchase P1ice in the amount of the deductible undet Seller‘s casualty policy), ((1) Selle1 shall not be 1equ1red to repaii such damage and (e) Sellex shall, at the Closmg, execute, acknowledge and delive1 to Pu1 chasel such documents and instruments as Pmchase1 shall reasonably tequest in furtherance ofthe purpose of this Section 9 1 F01 putposes of this Section 9 l, a matelial p01tion of the Ploperty shall be deemed to have been destloyed if the cost of restming the Improvements exceeds $1,000,000 Selle1 lepresents that Seller maintains a pohcy ofpropeity casualty insm ance 1n an amount equal to the teplacement value of the Impiovements and Seller shall mamtain that policy up and though the date of the Closmg 9 2 If, p1i01 to the date of the Closing, all 01 any mate1ia1 part of the P1operty is taken by eminent domain, Selle1 shall so notify Pmchase1, and this Contxaet' of Sale shall be telminated and the rights and obligations of Seller and Pulchaset hereundex shall cease and terminate If less than a material part of the Property shall be taken by eminent domain, (a)Pu1chase1 shall pu1chase the Property 1n its “as 15” condition at Closing, (b) Sellel shall asstgn Sellei’s interest in the awatd, 1f any, in such pieceeding to Pu10hase1 at the Clostng afiei reimbutsing itself for the leasonable out of pocket costs of collection of the awaid and of any 3 112809467v3 i 1epails to the P1operty made by or on behalf of Seller and shall not adjust or compromise a clam for such awa1d without Putchasel ’s consent (such consent not to be umeasonably w1thheld), (c) the Putchase P1ice shall not be 1educed 01 othelwise affected by such taking, ((1) Seller shall not be lequi1ed to 1epa1r any damage lcsulting fiom such taking and (e) Se11e1 shall, at the Closing, execute, acknowledge and dehve1 to Pu1chase1 such documents and instruments as Purchasel shall reasonably tequest in furtherance of the pulposes of this Section 9 2 F01 pulposes of this Section ‘ 9 2, the tenn mateual part of the Plopetty shall mean five pelcent (5%) 0r mom of the squa1e footage of the Land 10 Documents or Instruments To be Delive1 ed by Se11e1 at the Closing At the Closing, Seller will delivel the followmg documents to Pmchaser (in add1t10n to any items 01 documents othelwise 1equiled by this Connect of Sale) 10 1 A bargam and sale deed w1thout covenants agamst grantox’s acts executed and acknowledged by Sellex and in p10per form f01 1ecmding conveying the P1 operty, subj ect to ; the Permitted Eneumb1ances . 10 2 New Ymk City Real P1operty Transfer Tax Retmn executed and acknowledged by Seller togethe1 with the 1equ11ed New YOlk C1ty t1 ansfer tax paid by Se11e1 by bank 01 certified check or by atto1ney escmw check 10 3 New Y01k State Combined Real Estate T1ansfe1 Tax Return (Form TP 584), executed by Seller togethex with the 1equired New Y01k State transfel tax paid by 861161 by bank or certified check 01 by attorney ese1ow check 10 4 State of New York Real Prope1ty Transfe1 Report F01m RP 5217 NYC executed by Selle1 10 5 Certificate that Seller is not a “£01 elgn pe1son” undex the Forelgn Investment in Real P1ope1ty Tax Act executed by Se11e1 10 6 Resolutions of Seller authmizmg the sale of the P10perty to Purchaser and an affidavit 0ft1t1e in the form of Schedule C attached he1eto , executed and acknowledged by Sellel 10 7 A11 keys £01 the P10pe1ty in the control 01 possession ofSelle1 11 Documents or Instruments To be Deliveled by Pulchasel at the Closmg At the Closing, Pmchaser W111 deliver (In addition to any items or documents othetwise 1equi1ed by this Connect of Sale) the following to Sellel 11 1 1‘he Cash Balance via w11ed funds to Escrow Agent 11 2 Executed counterpart of the New Yoxk City Real P10pe1ty Tlansfet "lax Retum, the New York State Form TP 584 and the New Yolk State Form RP 5217 NYC executed and acknowledged by Pmchaset 9 112809467v3 _ 11 3 A lettel to Esmowee authorizing and directing ESCIOW66 to disbulse the E Depos1t to Sella : ! 12 Adlustments and Closing C osts E 12 1 The following ate to be apportioned as of midnight of the day immediately ' p1eced1ng the Closing and shall, if necessa1y, be adjusted between Selle1 and Purchaser at the i Closing (a) Real estate and othe1 taxes, wate1 and sewe1 rents and charges and othel state and municipal charges and assessments affecting the Property 01 any portion theleof(1ncluding the current and p1ioz yeaIS’ annual installments of any special assessment whteh is or may be payable 1n installments, whethet 01 not any installment theleof has been paid 01 is then a hen or charge), on the basis ofthe fiscal yea1 £01 which the same we 1ev1ed, 1mposed or assessed If the 1ate of any such taxes, rents, charges, or assessments shall not have been fixed p1i01 to the Closing, the adjustment thezeof at the Closing shall be upon the basis ofthe late £01 the precedmg fiscal yea1 applied to the latest assessed valuation (01 othe1 basis of valuation), subject to readjustment afte1 the Closing when such late and assessed valuation becomes available (b) If them are any watet meters on the Property, 861161, no later than twenty (20) days prior to the Closing, shall furnish a final actual 1ead1ng of each such meter to Pmchase1 at 01 pr1or to the Closing The unfixed watet tates and changes and sewer taxes and rents, if any, based thereon for the mtewening time, shall be apportioned on the hams of such last actual readings Se11e1 shall coopelate with Purchaser to effect the t1ansfe1 0f watet £10m Sellel ’3 name to Purchase1’s name as ofthe Closing Date (c) Sella shall coopelate w1th Putehaser to effect the transfe1 of electricity, gas and othe1 utilities fiom Sellet ’3 name to Purchaser’s name as of the Closmg Date (d) Intentlonally onntted (6) Such othel apportlonments and adjustments as are customauly ' appoxtioned upon the sale ofp10pe1ties simila1 to the P1 operty 'E 12 2 The parties aglee to make such post Closing adjustments and Ieadjustments ' as may be requned due to enors and omissions in the Closing adjustments If 1nformation is not - available to make any adjustments at the Closing, the same shall not be deemed a ground for adj omnment of the Closing and such adjustment shall be made as soon as placticable aftex such infomauon IS available The plovisions ofthis Section 12 2 shall surv1ve the Closing f01 a petiod of 180 days 12 3 At the Closing (a) Selle1 shall pay all New York C1ty and New Yo1k State t1ansfe1 taxes payable as a 1esu1t of the transfe: of the P10pelty by Sella to P111 chase1 (othet than 4' the New Y01k State Mansion Tax), and (b) Putchaser shall pay the New Y01k Mansion Tax 5 payable as a result of the transfe1 of the P10pe1ty by Sellet to Pmchaser The p1ovisions of this \ Section 12 3 shall suxvive the Closing E l O E 112809467v3 E 12 4 Intentionally omitted i 13 Dischaige of Obligations, Meigei of Understandings 13 1 The delivety of the deed by Se11e1 in accoxdanoe With the piovisions of this Contract of Sale, and the acceptance theieof by Purchasei, shall be deemed the full performance and discharge of every obligation on the part of Selle: to be pe1f01med heieunder Except as otheiwise set forth in A1 ticle 7 01 Section 17 1, n01ep1esentation 01 walianty ofSe11e1 shall su1 Vive ' Closing f i 13 2 All undeistandings and agxeements heretofore had between the panics hereto are merged into this Connect of Sale, which alone fully and completely expresses their agreement This Contiact of Sale is entered mto aftet full 1nyestigation, neithei party 1ely1ng upon any statement 01 lepresentation not embodied in this Cont1 act of Sale, made by the 0the1 14 Covenants of Seller 14 1 Seller shall not, between the date of this Contact of Sale and the Closing Without 1n each instance obtaining the piim mitten consent of Putchasei, which consent shall not be umeasonably withheld ente1 into any contract or agreement which would cause Seller’s 1ep1esentations in Section 7 11b101 Section 7 1M to be untrue as of the Closing Date 14 2 Sellei agtees to continue to mamtain the Piepeity in its culrent condition leasonable wear and tear and damage from file or other casualty excepted 15 Escmwee 15 1 (a) The Bscrowee shall hold the pioceeds of the Deposit 1n escrow in a special bank account (01 as otherwise agreed in Wliting by Se1lei, Puichaser and Escrowee) until ‘ the Ciosmg Date 01 sooner termination of this Connact and shall pay over or apply such proceeds 1n accordance With the tenns ofthis Article 15 Escxowee shall hold such pioceeds in an inte1 est bearing account, and any interest eamed theieon shall be paid to the same party entitled to the escmwed proceeds, and the party ieceiving such mteiest shall pay any income taxes thet eon The tax identification numbeis of the Seller and Puichaser me set foxth next to theii signatures at the end of this Contact of Sale At the Closing, such pioceeds and the 1nte1est themon, if any, shall be paid by Esctowee to Selle1 (b) If eithei party makes a mitten demand upon Escmwee fOI payment of the p1 oceeds of the Deposit, then Escrowee shall give written notice to the other patty of such demand If Fscmwee does not 1eceive a mitten objection from the other party to the p1 oposed payment within ten (10) business days aftei the giving of such notice, Escwwee is heieby authmized to make such payment If Escmwce does 1eceive such wntten obj ection within such ten (10) business day penod 01 if f01 any other reason Esetowee in good faith shall elect not to make such payment, E301 owee shall continue to hold such amount until othelwise di1 acted by Jomt written insti uctions fiom the parties to this Connect of Sale 01 a final judgment of a court of competent jurisdiction Howeym, Escmwee shall have the 11ght at any time to deposit the escmwed pioceeds and interest ; thel eon, if any, With the cle1k of the app1 opiiate court of the county in Wthh the P1 operty I 1 1 i 112809467v3 is located Esc1owee shall give mitten hence of such deposit to Seller and Puichaset Upon such deposit ESClOWCC shall be 1elieved and dischaiged of all further obligations and 1esponsib11ities heieunder (c) Ifthe Closing takes place then at the Closmg E301 owee shall delivei the Depostt to Se11e1 15 2 The parties acknowledge that Fs01 owee is acting solely as a stakeholdei at ' theii request and fox theil convenience, that Escrowee shall not be deemed to be the agent of either of the parties, and that E301 owee shall not be liable to eithe1 of the parties £01 any act 01 omissxon on its pait unless taken 01 suffered in bad faith and in willful dieiegaid of this Contract of Sale or mvolvmg gloss negligence Sellet and Pmchaser shall jomtly and severally indemnify and hold , Escrowee hannless from and against all costs, claims and expenses, including teasonable attomeys’ fees, incurred in connection With the performance of Escmwee’s duties hereundex, except With iespect to actions or omissions taken 01 suffeied by Escrowee 1n bad faith, and in willful diSIegard ofthis Contract 01 involving gross negligence on the part of Es01owee 15 3 Intentionally omitted 15 4 Escrowee shall not have any duties or lesponsibilities except those set forth in this Contiact of Sale and shall not incur any liability in acting upon any Signature, notlce, request, waiver, consent, Ieceipt 01 otheI paper 01 document behaved 1n good faith by Esczowee to be genuine, and Esmowee may assume that any person purporting to give it any notice on behalf of any party in accordance with the p10v1sions heieofhas been duly authotized to do so Escrowee shall have no duty to determine (and shall not be affected by any knowledge conceming) the validity, authenticity or enfmceability of any specification 01 certificatlon made in any certificate or notice 16 Notices 16 1 All notices, demands, tequests 01 other communication iequiied to be given 01 which may be given hereundei shall be m w1iting and shall be deemed to have been propeily given if hand delivered 01 sent (p1 epaid) by 1eputab1e nationally 1600gnized oveinight coulier for next business day delivery, (a) if sent to Seller to it at the addiess set feith above with a copy to Troutman Peppei LLP, 875 Thiid Avenue, New Yotk, New Yoxk 10022, Attention Simon Cices, Esq 01 to such other address(es) as Sellei shall specify by notice to Purchaser, and (b) if to Purchasei, to it at the addless set f01th above, 01 to such othei address(es) as Pu1chase1 shall spemfy by notice to Selim with a copy to Schwaitz Sladlcus Reich Gleenbei g Atlas LLP, 444 Madison Avenue, 6th Floor, New Y01k, New Y01k 10022, Attention Jeffiey S Reich, Esq Such notice, demand, tequest 01 communication shall be deemed to have been duly given, on the date 1eceived, 01 the date deliveiy is 1efused 1f hand deliveied The attorney £01 eithei party may give a notice on behalf of such party 17 M > 17 1 Purchasel and Sellet each wauant and 1epiesent to the othel that this t1 ansaction was not biought about by any b1 0km othe1 than Modlin Gioup (the “Broker”) Sellet IS paying the Broket a b10ke1age commissmn puisuant to a sepaiate agieement with the Broken 12 112809467v3 ’ t Purchasel and Selim each shall and heteby does agiee to indemnify and hold the other party ‘ hmmless £10m and against any and all claims, demands or causes of action 01 othei liability against the indemnified paity alising from or peItaining to any Violation, on their iespective parts, of the feiegoing 1ep1esentation The 1ep1esentations, wananties and indemnity contained in this Section 17 1 shall survive the Closing and the delivery ofthe instruments contemplated he1 eundei or if the Closing does not 000m, the teimination of this Contiact of Sale 1 18 Miscellaneous 18 1 If the Closing fails to 000m due to any default by Sella unde1 this Contract of Sale, Purchasei’s sole and exclusive 1emedy shall be either (1) to receive the ietuin 0f the Deposit, which 1eturn shall opeiate to teiminate this Contract of Sale and 1e1ease Seller f1 om any and all liability hereundei 01 (ii) to biing an action against Seller fOI specific perf01mance of this Cont1act of Sale 18 2 1f Purchaser shall be in default heieundel and provided Sellei is leady, willing and able to close as ptov1ded heiem, Sella ’s sole remedy shall be to termmate this Conflact of Sale and retain the Deposit as liquidated damages, it being agreed by the parties that upon a default by Purchasel it would be impossible to asceitain Sellei’s damages and the Deposit constitutes a fail and leasonable amount of compensatton 18 3 No waiver of any party to any breach heleundel shall be deemed a waiver of any other or subsequent breach 18 4 This Conttact of Sale may not be alteied, amended, changed, waived, terminated 0r modified in any respect 01 patticular unless the same shall be in writing and signed by 01 on behalf of the party to be charged therewith 18 5 This Contiact of Sale shall be bindmg upon and mure to the benefit of the parties heieto and to theii lespective heiis, executors, administiatms and successms and permitted asmgns 18 6 This Connact of Sale contains all of the terms agieed upon between the patties With respect to the sub} eat matte1 hereof 18 7 This Contiact of Sale shall be construed and enfowed 1n acco1dance with g the laws of the State of New Ymk w1thout1ega1dto plinciples of confllcts of laws, and without g presumption against the party deemed p11marfly iespon31b1e of drafting this insttument E 18 8 This Cont1act of Sale may not be 1ecmded by the Puichasei and any : 1ec01dation theieof shall be deemed a mateual default undei this Cont1 act 01‘ Sale ’ i 18 9 Subject to the p10visions of Section 18 11, Pu1chase1 may not assign 01 ' ttansfer this Contlact of Sale without the pr101 mitten consent of Sellei Any assignment or tiansfer of any di1 eat 01 indiiect inteiest 1n Pui chase1 Which 1esu1ts in a Change in the Control of i Puichasei shall be deemed an assignment of this Contract of Sale 1equi11ng the p1101 w11tten consent of Sellel As used heiein , the term “Change 1n Control” shall mean the assignment 01 tlansfei of a duect or indirect intei est in Pu1chase1 01 the occurl ence of any othe1 event that causes . ~13 112809467v3 1 E t l the individual(s) who control the management of Put chasei on the date hereofto cease contiolling the management of Puzchasei and/01 the individuals who own mow than 50% 0f the owneiship inteiests in Puichaser to cease to own mom than 50% 0f the owneiship inteiests in Puichaser 18 10 Sellei may, at its option, exchange, £01 other property of like kind and qualifying use within the meaning of Section 1031 of the Intemal Revenue Code of 1986, as amended, and the Regulations piomulgated thereunder, its fee title in the piopeity which is the subject of this Contract of Sale, in which event Puichasei shall coopeiate With Selle: (at no cost, expense 01 liability to Puichaser) in connection theiewith, including, Without limitation, executing documents reasonably quuiied by Sellei in connection with such exchange, piovided that the foregoing exchange or aSSignment does not (a) adversely affect Pmchasei’s lights and obligations t heieundei, (b) inteifere with the terms of this Contact of Sale or the tiansactions contemplated 1 heieby 01 (c)1mpose any liability (including, without limitation, any envnonmental liability) on E Pu1 chasei undei any exchange contiact i z 18 11 Pmchasei may, at its option, consummate the puichase of the Property as part of a so called like kind exchange pu1 suant to §1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated theieunder, and in connection therewith Purchasei expiessly ieserves the tight to assign its rights, but not its obligations, heieundei to a Qualified Intermediary as provided in said tegulations on 01 before the Closing Date Sellei agrees to cooperate With Purchaser (at no cost, expense or liability to Seller) in effectuating such like kind ' exchange, including, without limitation, executing documents leasonably required by Purchaser in connection with such exchange, piovided that the feiegoing exchange or assignment does not (a) adversely affect Sellei’s rights and obligations heieundei, (b)inte1fe1e With the terms of this Connect of Sale 01 the tiansactions contemplated hereby or (c) impose any liability (including, ‘ without limitation, any environmental liability) on Sellei undei any exchange contract 18 12 This Connect of Sale may be executed in any numbei of counteiparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement 18 13 Purchase: is heieby g1 anted the light to enter upon and visually inspect the Piepeity during leasonable times, upon reasonable notice to Sellei, on 01 bef01e the Closmg Date In addition, Sellei agrees to make available to Purchaser, prior to the Closmg, upon ieasonable piior notice, all records of Sellei which relate to the management and operation of the Pieperty during the peiiod of Sellei's owneiship 18 14 The submissmn of this Connect of Sale to Pmchaser does not cleats: a binding obligation on the pan of Sellei This Contiact of Sale shall not be binding on Purchasei 01 Sellei until Puichaser has signed this Connect of Sale and delivered the Signed Contact of Sale and the Deposit to Sellei and a counterpart hereof executed by Sellei has been deliveied t0 Purchasci 18 15 Intentionally omitted 18 16 If Puichasei con31sts of moxe than one individual or entity each such individual and entity will be jomtly and seve1 ally liable for the obligations ofPuichasei heieundei 14 112809467v3 1 18 17 NOTWITHSTANDING ANY INDEMNIFICATION OBLIGATION OF ; SELLER UNDER THIS CONTRACT OF SALE EFFECTIVE AS OF THE CLOSING ‘ PURCHASER DOES HEREBY FOREVER RELEASE AND DISCHARGE SELLER FROM I ANY AND ALL VIOLATIONS OF APPLICABLE LAW WHETHER NOW KNOWN OR - UNKNOWN TO PURCHASER INCLUDING WITHOUT LIMITATION (A) VIOLATIONS OF THE AMERICANS WITH DISABILITIES ACT OF 1990 (B) ALL ENVIRONMENIAL CLAIMS AND ENVIRONMENTAL LIABILITIES (C) ANY AND ALL NOTES ORNOTICES OF VIOLATIONS OF ANY LEGAL REQUIREMENT IN OR ISSUED BY ANY GOVERNMEN'IAL AUTHORITY AND/OR ANY LIEN PENALTY OR FINE IMPOSED IN ' CONNECTION WITH ANY OF THE FOREGOING AND/OR ANY CONDITION OR STATE E OF REPAIR OR DISREPAIR AND/OR OTHER MATTER OR THING WHETHER OR NOT ' NOTED WHICH 1F N01 ED WOULD RESULT IN A VIOLATION BEING PLACED ON ~ THE PROPERTY SELLER SHALL HAVE NO DUTY TO REMOVE OR COMPLY WITH OR REPAIR OR DISREPAIR ANY (X) CONDITION MATTER OR THING WHETHER OR NOT NOTED WHICH IF NOTED WOULD RESULT IN A VIOLATION BEING PLACED ON THE PROPERTY OR (Y) OF THE AFOREMENTIONED VIOLATIONS LIbNS PENALTY OR FINE OR OTHER CONDITIONS AND PURCHASER SHALL ACCEPT THE PROPERTY SUBJECT TO ALL SUCH VIOLATIONS AND LIENS PENALTY OR FINE THE EXISTENCE OF ANY CONDITIONS AT THE PROPERTY WHICH WOULD GIVE RISE TO SUCH VIOLATIONS OR LIENS PENALTY ORFINE IF ANY AND ANY CLAIMS OF ANY GOVERNMENTAL AUTHORITY ARISING FROM THE EXISTENCE OF SUCH _ VIOLATIONS AND LIENS PENALTY OR FINE IN EACH CASE WITHOUT ABATEMENT ' OF OR CREDIT AGAINST THE PURCHASE PRICE PURCHASER COVENANTS AND AGREES NOT TO SUE SELLER AND RELEASES SELLER FROM AND WAIVES ANY CLAIM OR CAUSE OF ACIION INCLUDING WITHOUT LIMITATION ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTION OR CONTRACTUAL AND/OR STATUTORY ACTIONS FOR CONTRIBUTION OR INDEMNITY THAT PURCHASER MAY HAVE AGAINST SELLER UNDER ANY ENVIRONMENTAL LAWS NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED RELATING TO ENVIRONMENTAL ’ CLAIMS ENVIRONMENTAL LIABILITIES ENVIRONMENTAL MATTERS OR ' ENVIRONMENTAL CONDITIONS IN ON UNDER ABOUT OR MIGRATING FROM OR ' ONTO THE PROPERTY INCLUDING WITIIOUT LIMITATION THE ENVIRONMENTAL 1 LAWS OR BY VIRTUE OP ANY COMMON LAW RIGHT NOW EXISTING OR HEREAFTER CREATED RELATED TO ENVIRONMENTAL CLAIMS ' LNVIROI\ MI N 1 AL LIABILITIES ENVIRONMENTAL MATTERS ORENVIRONMENTAL 5 CONDITIONS IN ON UNDER ABOUT OR MIGRATING FROM OR ONTO THE _ PROPERTY 18 18 If eitheI pa1ty commences any 51011011 or proceeding against the other party in connect1on w1th 01 relating to this Cont1act of Sale, the plevalling party in such action 01 . proceeding shall be entitled to 1ecove1 its leasonable attorneys’ fees 111 such act1on o1 p1oceeding fiom the othe1 party 18 19 This Contlact of Sale may be executed by facsimile 01 elechomc (PDF) signatures, eithe1 of Wh1ch shall be deemed an ink original 15 112809467v3 I 18 20 Putchasel covenants and agrees not to communicate the Pumhase Plice 01 ; any other terms of this ( ont1act of Sale and the t1 ansactlons contemplated hereby to any person 01 entity and to hold same in the stlictest confidence without the consent of Sellel, plovided that Pmchase1 may disclose the terms ofthis Cont1act of Sale and the t1 ansactions contemplated hereby (i) to its partnels, membels, attomeys, officels, plin01pals, alchitects, contracto1s, advisms, accountants, lendels agents, employees and consultants (collectively, “Disclosure Parties”) 1 without the expless written consent of Seller, so long as any such Disclosure Parties to whom disclosure is made shall also aglee to keep all such infonnation confidenhal 1n accordance w1th the terms of th1s Section 18 20, and (ii) if disclosule is required by law 01 by any govemmental auth01ity 01 by legulatOIy 01 judicial process, ploVided that 111 such event Purchaser shall not1fy Sella 1n W1it1ng of such 1equired disclosure, exexcise all commelcially reasonable efforts to p1eserve the confidentiality of the confidential 1nformation, as the case may be (including, Without limitation, 1easonably coopelating with the othe1 party to obtain an appropuate 01del or other tenable assurance that confidential treatment W111 be accorded such confidential documents or : infoxmation, as the case may be, by such t1 ibunal), and disclose only that portion ofthe confidential informatton which 1t 13 legally 1equired to disclose If thls Connect of Sale is termmated, such confidentiality 1elatmg to the Pmchase Price and otheI financial telms shall be maintained Notw1thstanding anything helein to the contlaty, the foregoing confidentiality obllgations shall not apply to the extent that any such 1nformation IS a mattet ofpubhc record or is plovided in other soulces ava1lable to the 1ea1 estate industry 01 the public othe1 than as a result of dlsclosme by Seller 01 Purchaser, as applicable, or the Disclosu1e Parties Notwithstanding the foregomg, E Pu1chaser may mclude the Pulchase Pr1ce, as required, on the various requiled retums and recmding instruments [Szgnatures enfollowmgpage] 16 ' 112809467v3 ; IN WITNESS VVHEREOF, Seller and Pulchaser have caused this Contlact of Sale to be executed the day and year fust above W1 itten Federal I D N0 SELLER MAPLE INC / X By: ‘;\‘ muibfxd-‘V; A Name 5 mm ‘ a Title Staci; i3 {/7 Federal I D No PURCHéSER BACK TO NYC 71 LLC By Name Title Managing Member The pxovismns of Article 15 me he1eby 21g: eed to By Name Title 17 112809467v3 IN WITNESS WHEREOF, Sella and Pmohase1 have caused this Cont1act of Sale to be executed the day and yea1 filst above W1 itten Federal I D No SELLER MAPLE, INC By ' Name ; Title . Federal I D No PURCIaMSER BACK TO NYC 71 LLC By Name Title Managing Member The p1ovisions of Article 15 am he1eby agreed to First American Title Insurance Company By Lu 4m 5m Name Lee Ann Branch Title Escrow Agent 17 E 1I2809467v3 SCHEDULE A ‘ Legal Descxiption of Land I ALL that certaln plot, piece 01 pa1ce1 of land, situate, lymg and being in the B01 ough of Manhattan, County of New Yo1k, City and state of New Y01k, bounded and deselibed as follows BEGINNING at a point on the n01ther1y side of 7 lst Sheet distant 225 feet eastelly from the comer Formed by the intelsectlon of the easterly Side of 5th Avenue with the nozthelly side of 71st Sneet RUNNlNG THENCE Easterly along the no1the11y side of 7lst Street 50 feet ‘ THENCE Northerly and pat allel with 5th Avenue 102 feet 2 inches to the cente1 line of the block between 7lst and 72nd Sheets - THENCE Waste] 1y along the said cente1 line and parallel with 713‘: Sheet 50 feet, THENCE Southerly and pa1a11e1 with 5th Avenue 102 feet 2 inches to the normally side of 7 lst Street at the point or place of BEGINNING . i l A 1 1 112809467v3 ' 5 SCHEDULE B Additional Pennitted Liens and Eneumblanees Premises 01 pent ofp1 emises have been designated as a landmalk, Landma1k Site 01 HIS'EOI‘IC Dist1ict by an mstlument dated May 19 1981 and recoxded on July 2 1982 m Reel 629 page 132, and me subj act to the leshicted use as p1ovided in Chapte1 21 of the New Y01k city Charter and T1116 25 Chapter 3 of the New York C1ty Charm and Tltle 25 Chapte1 3 of the New York C1ty Administ: ative Code B 1 112809467v3 soumuure HumotSelecsAfidedt SurotiterYor ) 3 | Cosy or 5 ___. nor dl mome dpe and me: ThTca aid rope o ral popory kom a Bas 7 Stet, New Yok New York (he remi) ant ta I nate tials i rapcos t orila besplom coined in ie Repo xo. fmaity (he Tite por, knowing tac wilisp wont initio bram decat 2... The reais ovned by Mile lithe "Ts nne), nake tiafitrcorte ___. orthe edu 3... rth Pe Ovne iq ily dante ___ indrcoddon C blbahed mmm fitt ——— Eet maired 5. Mattes a eno wo don spo the renin ty the Ciy of New Yok, ne hasth Gy of New York woade y daves fey ich wok it y ri cup by th New otk Gy Deprmen o ert andioing Mitac o chirps ty te No Vid Ciy Depan of evionmetal Proveio or wee ts lain or any cet wot, uber cr t uch trg re law opine be cnton popes. $.. Thitso iste inpectonriapction crmiaton o vies perfomed y te DeprmentofBuldins have bem levied, cured insert ta ray econ a e o te aptond renin 7. artes arepmenty | imns ihe remi and duteshofGetosna in posto nda ene conning asunder nbortanio s Al nd eestionly iibeilaing te e t all iin md e morgagm or ...... in pomesn a ent cal and thre arene onn or g of in eualsonaiat inthe Foil tn ay weprnte pean wit ay ch ean ‘attire ar n nii in pnenion o tie captoet pemies 8. Matsen oft caren fhe orn) has bean ooum by ay oter name nh ps yea ater tn 9... tht rpumossetsonplince wit Seton ada oii Real Prepay Law Olone Bqvly Tht Pronnton Ac) Aftic sueso har oun inowioge tut he rene hns o moveis pens o occorea moring t len aficio te Prens at ta h Provo i at nije a mias cnn det oe tan tv mente in anor. Bronistetreme tis CH .m . Nom mits ca mourn EXHIBIT 2 113904323v3 C. CLOSING ADJUSTMENTS: Item Credit Seller Credit Purchaser 1. Real Estate Taxes – $183,956.40 for 2020/2021 second half paid $1,016.33/day x 115 days $116,878.38 D. ADDITIONAL PAYMENTS BY PURCHASER - Tax Dated: as of March_, 2021 APPROVED: MAPLE,INC. By<Du~-i4 BACK TO NYC 71, LLC By: 113904323v2 113904323v3 Dated: as of March __, 2021 APPROVED: MAPLE, INC. By: _____________________________ BACK TO NYC 71, LLC By: _____________________________ SEE ATTACHED PURCHASER: BACK TO NYC 71, LLC, a New York limited liability company By Name: 1 Title: Managing Member Signature Page EXHIBIT 3 revwnzi ne mapa Statement Dotals am Department atFinarce me? ask _ apa~ Anom "Tola previous charges including intrest and paymonts some Cromameniacreas Rebiy Date De Date Fmown Cedt Batirce everest seaiea Total overpayments/cadis remaining on account senses You must apply fo a rend or a ranstr of credits resuting from overmayments within aix years of the date of the overpayment or credit Please noe that overpayments and crads are automaticaly applied to unpal taos. Annual Property Tax Dotail ___ t tax > Overall Taxcass 1» Smal Home, Less Than Farites TaxRate Curent ate zrowon Estimated Market Value $55061,000 Tacs Aitable Assessed Value surssars Tmabie Value surssatsxztowon Tax Before Adatemonts and STAR seransecs ssroossot Annual property tax ssroossoe Prease cal 311 to sponk ta representative to make a propery x payrantbytleptone For nformation about ha neret at carged on late payments va nye gortasdi. Register to receive your property tx payment reclat by amall Vist ny go contacto to sign us Home banking payment instructions: 1. Leg inte your banco onine itpay wabate 2. Add the new payee: NYC DOF Propary Tax. Enr you tccoun muribor which is our bor, bk and lot as t appears hare: 1019860010 . You may also nnd to orer he aderos fore Deparment f Fiance, The addtoss is P. Box 20, Nevarc tu Orf0—asn0. 5. Schedule your onine payment using you checking or savings account id Your Mating Address Change? Its, ease vist us at ye qovichongemailnanddress or cal 31. Hou osi uiauremes ornaven are ae mac tm m cma sre ton acc tos NRpRmenenepennmenen Eninem 39 W 37th Street, 3rd fl, New York, NY 10018 Phone: (212) 532-8686 Fax:(212)532-8610 PRELIMINARY TITLE INSURANCE CLOSING INVOICE Title No.: Invoice Date: 03/01/21 Premises: 9 East 71st Street, Settlement Date: 03/05/21 Buyer(s): Back to NYC 71, LLC Buyer(s): Attorney(s): Schwartz Sladkus Reich Greenberg LLP Fax: (212)743-7001 Seller(s): Maple INC. Seller(s) Attorney(s): Simon D Cices Bank Attorney: KV Settlement, LLC TITLE POLICIES AND INFORMATION * Fee Policy for $51,000,000.00 Final Premium $142,571.00 * Property Type: Other Property Use: Commercial PAYOR TOTAL PAYEE TOTAL Please remit payment to: Kensington Vanguard National Land Services of NY, LLC CHARGE DESCRIPTION BUYER SELLER LENDER POLICY PREMIUMS: Owner's Policy Premium $142,571.00 Policy Premiums Sub Total: $142,571.00 $0.00 $0.00 ENDORSEMENTS: Standard New York Owner's Policy Single Tax Parcel $50.00 Endorsement Land Same As Survey $50.00 Endorsement Waiver of Arbitration $50.00 Endorsements Sub Total: $150.00 $0.00 $0.00 OTHER CHARGES: Bankruptcy Search $10.89 Closer Fee $450.00 Surveyor Fee $3,800.00 Escrow Service Fee $50.00 Municipal Violation Letter $150.00 Municipal Searches $489.94 Patriot Name Search $10.89 Final Water Meter Reading $150.00 ACRIS Prep Fee $150.00 Elevator Violation Payoff $20,000.00 Final Water Reading $8,000.00 Escrow Other Charges Sub Total: $4,761.72 $28,500.00 $0.00 RECORDING FEES: Deed $450.00 NYC RPTT $726,750.00 NYS RETT $331,500.00 Mansion Tax $1,989,000.00 Recording Fees Sub Total: $1,989,450.00 $1,058,250.00 $0.00 TOTALS: $2,136,932.72 $1,086,750.00 $0.00 NOTICE: Title costs for this transaction may include charges for certain services not specified in the state approved Rate Manual and are provided by this Company at the request of your lender or attorney. EXHIBIT 4 39 W 37th Street, 3rd fl, New York, NY 10018 Phone: (212) 532-8686 Fax:(212)532-8610 PRELIMINARY TITLE INSURANCE CLOSING INVOICE Title No.: Invoice Date: 03/01/21 Premises: 9 East 71st Street, New York, Settlement Date: 03/05/21 Buyer(s): Back to NYC 71, LLC Buyer(s): Attorney(s): Schwartz Sladkus Reich Greenberg LLP Fax: (212)743-7001 Seller(s): Maple INC. Seller(s) Attorney(s): Simon D Cices Bank Attorney: KV Settlement, LLC NOTICE REGARDING ANCILLARY SERVICES TITLE COSTS FOR THIS TRANSACTION MAY INCLUDE CHARGES FOR CERTAIN SERVICES NOT SPECIFIED IN THE TIRSA RATE MANUAL AND ARE PROVIDED BY KENSINGTON VANGUARD NATIONAL LAND SERVICES OF NY, LLC AT THE REQUEST OF YOUR LENDER OR ATTORNEY. THE ISSUANCE OF THE TITLE POLICY IS NOT DEPENDANT UPON THE PERFORMANCE OF SUCH ADDITIONAL SERVICES. ACRIS Login Info: User ID____________________Password___________________ Title/Escrow agent may receive a financial benefit from the financial institution with which the funds are held and processed. Please Note: The policy issuing agent in connection with this transaction will retain 80-85% of the premium and endorsement costs. MEMORANDUM DISCLOSURE TO TITLE INVOICE In Compliance with Sec. 2119(f) of the NY Ins Law and 35.6(a) of the DFS Regulation 11, the parties below acknowledge that I have reviewed the above charges including but not limited to title premiums and ancillary charges as well as NYS or NYC (or other appropriate jurisdiction) mandated transfer taxes and/or mortgage recoding taxes, I acknowledge that these charges have been explained to me and that I understand them as set forth above. NOTE: This memorandum of acknowledgment is required to be signed pursuant to the above referenced laws of the State of New York. Back to NYC 71, LLC BY:________________________________ Date Maple INC. BY:________________________________ Date Modlin Group LLC INVOICE 152 West 57th Street DATE: March 1, 2021 New York, NY 10019 Bill To: AMOUNT $ 1,275,000.00 TOTAL $ 1,275,000.00 Make all checks payable to The Modlin Group If you have any questions concerning this invoice, contact DESCRIPTION Commission: 2.5% Commission for the sale of 9 East 71st Street Purchase Price: $51,000,000 Modlin Group License: 109939302 THANK YOU FOR YOUR BUSINESS! EXHIBIT 5 Invoice Date 2/15/2021 Invoice # 7242 Bill To Estate of Jeffrey E. Epstein 161 Washington St, Ste 320 West Conshohocken, PA 19428 Terms Due on receipt Balance Due Payments/Credits Total Please Remit Payment via Wire. See enclosed PMAA Wiring Instructions. Quantity Description Rate Amount New York PMAA Reps thru Feb 25 for Reconciling, indentifying, sorting & tagging of property - 1 Rep Mon - Fri @ $2,000, 3 Reps Mon - Thu @ $2,000, 1 Rep Mon - Wed @ $2,000: $40,000 ($10,000 efficiency with 4 reps wrapping week early) 1 PMAA Rep Sat - Fri @ $2,000: $14,000 (1 PMAA Rep on Feb 26 @ No Charge) 1 PMAA Rep for 2 days @ $2,000 per day (Front Door), 2 days Per Diem $600: No Charge Travel, housing & meals - $6,600 ($2,700 efficiency) Video - $1,500 Parking - $1,000 1 Rep before/after hours -Overtime - $7,250 (reduced from 2 Reps) 70,350.00 70,350.00 Wire Instructions: PNC Bank, ABA 031000053 Acct Beneficiary Pall Mall Art Advisors $70,350.00 $70,350.00 $0.00 EXHIBIT 6 Page 1 of 1 Aiston Fine Art Services P.O. Box 3434, Grand Central Station New York, NY 10163 US +1 7184332460 [email protected] www.aiston.com INVOICE BILL TO Estate of Jeffrey E. Epstein INVOICE 30709 DATE 02/26/2021 TERMS Due on receipt DUE DATE 02/26/2021 DESCRIPTION 9 East 71st Street AISTON JOB REF. DESCRIPTION AMOUNT Comprehensive charges as estimated, for Aiston crews on site at 9 East 71st Street, Monday Feb 15th to Friday Feb 26th, pack art, furniture and decorative items on site as directed, remove all packed items, 2 x Genie Lifts, personal effects items pre￾packed by staff and sundry kitchen and miscellaneous objects, load multiple trucks and transfer to Aiston's climate controlled-storage in Edgewood, Long Island, unload and place into storage. Payment of third party vendors to remove chandeliers, remove Chinese wall panels in foyer, dismantle 3 x sofas, dismantle and remove gym equipment, wrap and remove piano 185,260.00 transit insurance not provided by Aiston Fine Art Services BALANCE DUE $185,260.00 EXHIBIT 7 EXHIBIT 8 DEED THIS INDENTURE dated as of March 2021 by MAPLE INC a U S Virgin Islands coxp01ation, having an address at 9053 Estate Thomas, Suite 101, St Thomas, U S Vi1 gin Islands 00802 ( Grantor ) to BACK TO NYC 71, LLC, a New Y011< limited liability company having an addless 9 East 715‘ Sn eet, New Yonk, New Yoxk 10013 ( ‘Grantee”) W I T N E S S E T H That Granto1 in considelation of TEN and 00/ 100 ($10 00) DOLLARS and other good and valuable consideration, does hereby grant and release unto Grantee, and the heirs or successms and assigns 0f the Grantee forevei, ALL that certain plot, piece 01 parcel of land with the buildings and imptovements theieon erected, situate, lying and being in the City and State of New Y01k, and more particularly described on Schedule A attached hereto TOGETHER with all right, title and interest, if any, of Grant01 in and to any streets and toads abutting the above descxibed premises to the center lines thereof, TOGETHER with the appurtenances and all the estate and rights of Glamor in and to said piemises, TO HAVE AND TO HOLD the p1emises herein gtanted unto the Grantee, the heiis, successms and assigns of Grantee fOICVCr AND GrantOI, in compliance with Section 13 ofthe Lien Law, covenants that Grantox will leceive the consideration f01 this conveyance and will hold the tight to receive such consideiation as a tiust fund to be applied fnst fox the purpose ofpaying the cost ofthe improvement and will apply the same first to the payment of the cost of the impiovement bef01e using any pait 0f the total of the same fox any othe1 puipose The w01d “party” shall be constl ued as if it read “parties” whenevet the sense of this deed so requires SAID premises being and intended to be the same p1emises conveyed to Giantor by deed, dated December 23, 201 1 and recorded in the Office of the Register of the City ofNew York, New York County on January 10 2012 in CRFN 2012000008342 [Signatuie on following page] 113726013v1 IN WITNESS WHEREOF Grantor duly executed this deed as ofthe day and year first above written GRANTOR MAPLE INC ,1 54sz 13 94 ¢fo Darren k Inque Sr: r Ora“! Signalme pagc to Deed 113726013 STATE OF r Lo\?.1t>A ) ) ss COUNTY OF (3 ALIA ) 8 1‘ Ace“ n A On the 3day ofMarch the year 202 I , before me, the undersigned a Notary Public for said state, personally appeared D a rrs I‘m A Q31“, , personally known to me or proved to me on the basis of satisfactory evidence to be the per on whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument 3;”! 9‘?“- mmogmm ?&Wflozs MNotary Pubhc / Signntmc page to Deed 113726013 scippule a Legal Description ALL tht cein plot, ple or preel of and, stut, tying and being in the Borough of Manhatan, Count of New York, Ci and ste of New York, bounded and described as follows: BEGINNING a a point on th northerly side of 7 Iu Sree distant 225 fut cately om the comer rmed by the intersection of he easterly side of 3th Avenue with th northerly side of 71st Street RUNNING THENCE Easterly along the northerly sid of 7ls Sreet 50 ft THENCE Northerly and paralel with Sth Avene 102 fet 2 inches t the center lin of he block between 7Ist and 72nd Streets THENCE Westerly along the suid centr ine and parll with 71st Stent 50 fect; THENCE Southerly and paralel with Sth Avenve 102 eet 2 inches t he northerly side of 7Ist Steet atth point or place of BEGINNING. nmaba Activity - Deposit Accounts Report created: 03/09/2021 07:38:29 AM (ET) Account: *6794 • Checking • MAPLE INC Date range: 2/24/2021 to 3/9/2021 Transaction types: All transactions Detail option: Includes transaction detail • *6794 • Checking • MAPLE INC Post Date Reference Additional Reference Description Debit Credit Calculated Balance 03/09/2021 07:38 AM (ET) 5067 MISCELLANEOUS DEBIT GENERIC DR/CR $15.00 $0.00 03/09/2021 07:38 AM (ET) 5052 INCOMING WIRE TRANSFER GENERIC DR/CR $43,399,578.38 $15.00 03/09/2021 07:38 AM (ET) 2177 MISCELLANEOUS DEBIT GENERIC DR/CR $15.00 ($43,399,563.38) 03/09/2021 07:38 AM (ET) 2174 INCOMING WIRE TRANSFER GENERIC DR/CR $5,099,900.00 ($43,399,548.38) ($48,499,448.38) 03/09/2021 Totals $48,499,478.38 EXHIBIT 9