Preview
FILED: ROCKLAND COUNTY CLERK 12/29/2023 04:42 PM INDEX NO. 030709/2023
NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 12/29/2023
EXHIBIT B
FILED: ROCKLAND COUNTY CLERK 12/29/2023
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NYSCEF DOC. NO. 67
2 RECEIVED NYSCEF: 12/29/2023
02/10/2023
CONTRACT FOR THE PURCHASE AND SALE
OF REAL PROPERTY
Maraki Realty Corp, a New York corporation or an entity to be formed, (hereinafter referred to as
“Purchaser”) whose address is PO Box 170 East Station, Yonkers, New York 10704, hereby offers to
purchase from Greenport/Hudson Associates, LLC, a New York limited liability company
(hereinafter referred to as “Seller”) whose address is 40 Office Park Way, Pittsford, New York
14534, the property described below for the price and upon the terms and conditions herein set forth.
1. PROPERTY.
Property and Improvements. The premises herein to be conveyed consist of real property
consisting of the following:
Greenport Hudson Plaza, consisting of approximately 118,500 +/- square foot of retail sp ace,
on approximately 15.11 + acres, and located in Columbia County at 300 Fairview Avenue, Hudson,
New York 12534, and commonly referred to as Tax Account No. 104000 100.-1-21;
as more particularly described in Schedule A attached hereto and made a part hereof. The foregoing
parcel, the goodwill connected with the operation of the property and the above referenced name, as
well as all personal property and equipment owned by Seller which are contained in and on the real
property are referred to herein as, the “Premises”. At Closing, Seller shall assign to Purchaser and
Purchaser shall also assume from Seller all of Seller’s rights and obligations under the leases relating
to the Premises.
2. PURCHASE PRICE. The purchase price shall be Five Million Nine Hundred Thousand
Dollars ($5,900,000) (“Purchase Price”) payable by Purchaser in cash or certified funds at Closing.
At Closing, $578,910.00 of the Purchase Price shall be escrowed (the “Escrow Fund”) with
Seller’s attorneys as Escrow Agent pending Seller’s execution of the proposed lease (“Beer Lease”)
with Crazy Beer World, Inc. d/b/a Beer Universe (“Beer Universe”). Purchaser reserves its right to
seek an adjustment of the Escrow Fund amount prior to the expiration of the Due Diligence Period in
order to conduct an independent evaluation of the net operating income (“NOI”) both with and
without the Beer Lease.
Seller represents that the NOI of $536,290, set forth below, is based upon the final execution
and removal of contingencies of the Beer Lease regarding the 17,000 +/- square feet space which the
current tenant, ALDI, is currently occupying but is expected to vacate prior to the delivery date set
forth in the Beer Lease.
Seller further represents that if the Beer Lease is not fully executed without contingencies,
the loss of revenues will cause a reduction in the Premises’ NOI by $52,621, as is set forth below.
With Tenant Without Tenant DELTA
NOI $536,290 $483,669 $52,621
Cap Rate 9.08966% 9.08966% 0%
Price $5,900,000 $5,321,090 $578,910
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The respective parties have agreed that as the end date of several contingencies set forth in
the Beer Lease (including, but not limited to, the liquor license contingencies) may exceed the
anticipated Closing Date, the Escrow Agent for the Premises shall continue to hold the Escrow Fund
until such date as the Beer Lease is executed and all contingencies are cleared, satisfied, waived or
removed or the Beer Lease is canceled.
Within three (3) days of the Beer Lease not being executed, Seller shall provide Purchaser’s
counsel with written notice of the same and, upon Purchaser’s receipt of said notice, the full amount
of the Escrow Fund shall be remitted to Purchaser’s counsel. If the Escrow Fund is dispersed to
Purchaser as a result of Beer Universe’s failure to execute the Beer Lease, or satisfy the
contingencies set forth therein, the Purchaser and/or its affiliates covenant and agree that they shall
have no right to seek any further indemnification or compensation from Seller in excess of the
Escrow Fund.
If the contingencies are satisfied, cleared, waived and/or removed and the Beer Lease is
executed, then the full amount of the Escrow Fund shall be transferred to the Seller, upon three (3)
days written notice to Purchaser’s counsel, less the monthly rent payments, as set forth in the Beer
Lease, which shall be released to Purchaser in amounts equal to the monthly rent and the four (4)
month construction period (the “Forgiveness Period”). However, should the Beer Lease not be fully
executed on or before the Closing Date, Seller shall also authorize the release of said monthly rent
payments from the Closing Date up to and through the Forgiveness Period. It being understood and
agreed between Seller and Purchaser that once rent payments are made pursuant to the Beer Lease,
no further monthly payments from the Escrow Fund shall be tendered to Purchaser and the remaining
Escrow Fund shall be released to Seller upon three (3) days written notice to Purchaser.
3. DEPOSIT. Upon execution of this Contract by both parties, Purchaser shall deposit with
Morgenstern DeVoesick PLLC, as escrow agent the sum of Two Hundred Fifty Thousand and
00/100 Dollars ($250,000.00) (“Initial Deposit”). Upon expiration of the Due Diligence Period, the
Purchaser shall deposit an additional Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00) (“Additional Deposit”)(the Initial Deposit and the Additional Deposit collectively the
“Deposit”). The Deposit shall be returned to Purchaser in the event this Contract is terminated in
accordance with the provisions of this Contract.
4. CLOSING DATE AND PLACE. The transfer of title shall take place at the offices of Ponce
Bank, located at 2244 Westchester Avenue, Bronx, New York, 10462 or by escrow on or about forty-
five (45) days from the expiration of the Due Diligence Period set forth in Paragraph 8 herein (the
“Closing”).
5. SEARCH AND SURVEY. Within seven (7) days of the execution of this Contract, Seller
shall deliver to Purchaser any existing surveys, title reports and environmental reports in Seller’s
possession. Seller shall deliver to Purchaser or its attorney within twenty-five (25) days of the date
hereof, an abstract of title, guaranteed tax and U.S. District Court searches, prepared by an abstract
company duly qualified to do business in the State of New York covering a period of at least sixty
(60) years and beginning with a warranty deed or other source of title reasonably satisfactory to
Purchaser, and searches under the Uniform Commercial Code which shall show a good and
marketable title in fee simple absolute to be vested in Seller, free and clear of all liens and
encumbrances. In the event Purchaser obtains an updated Survey of the Premises, such Survey shall
be at Purchaser’s sole expense.
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6. MARKETABILITY OF TITLE. In the event Purchaser shall raise written objections to
Seller's title within twenty (20) days after the expiration of the Due Diligence Period, as to any matter
which renders the title to the Premises unmarketable, except for matters accepted according to the
terms of the Contract, Purchaser shall have the right to cancel this Contract by giving written notice
of such cancellation to Seller upon which all liability of both parties by reason of this Contract shall
cease, provided, however, if Seller shall be able to cure the objection prior to the date set for Closing
herein, or if either party obtains a commitment for title insurance at standard rates in face amount
equal to the Purchase Price, to insure marketability of title against the objections raised, or such other
title insurance as is acceptable to Purchaser, this Contract shall remain and continue in full force and
effect. Notwithstanding anything else contained herein, if Seller cannot convey title in accordance
with this Contract, this Contract shall be null and void, and neither party shall have further liability to
the other hereunder.
7. CLOSING DOCUMENTS. At the time of Closing, Seller shall deliver all certificates and
documents set forth in this Contract including but not limited to the following:
A. A Warranty Deed with Lien Covenants properly executed so as to convey title as
required by this Contract.
B. A Warranty Bill of Sale for the personal property conveying same free and clear of
all liens and encumbrances.
C. To the extent that they are in Seller’s possession and not posted on the Premises,
architectural, mechanical and electrical plans and specifications, certificates, licenses, permits,
authorizations and approvals issued for or with respect to the Premises by governmental and quasi-
governmental authorities having jurisdiction.
D. An assignment of all guarantees and warranties which Seller may have for any part of
the Premises, including the buildings (i.e. guaranty for roof, air conditioner, furnace, etc.) and the
Seller shall also physically deliver all warranties to Purchaser.
E. Such affidavits as Purchaser, Purchaser’s title insurance company or lender shall
reasonably require in order to omit from its title policy all exceptions for judgments, bankruptcies or
other returns against persons or entities whose names are the same or similar to Seller’s name.
F. An Assignment and Assumption of all Leases for the Premises. Purchaser shall
assume all of landlord’s obligations under the leases listed on Schedule C relating to the period
commencing on and following the Closing, including the obligation to refund those security and
other deposits of tenants of the Premises, but only to the extent such security and other dep osits are
paid over and delivered to Purchaser at the Closing. At Closing, Seller shall receive a credit against
Purchase Price equal to the amount of all cash (or cash equivalent) security or other deposits p aid by
any of the tenants to secure their respective obligations under the Lease Agreements (collectively
“Security Deposits”).
G. A certified rent roll updated through the date of Closing.
H. Copies of the certificate of formation and partnership agreement of Seller (and any
amendment thereto) and of the resolutions of Seller authorizing the execution, delivery and
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performance of this Agreement and the consummation of the transaction contemplated by this
Agreement certified as true and correct by the authorized partner of Seller, and an incumbency
certificate executed by the authorized partner of Seller with respect to those partners of Seller
executing any documents or instruments in connection with the transactions contemplated herein, all
in form satisfactory to the Title Company.
I. Attornment letters to each tenant under each Lease Agreement in a form to be
prepared by Seller and approved by Purchaser in Purchaser’s reasonable discretion along with tenant
estoppel certificates and subordination, non-disturbance, and attornment agreements (the “Tenant
Certificates”), in a form reasonably acceptable to Purchaser and Purchaser’s lender. Seller agrees to
use commercially reasonable efforts to secure said Certificates from all tenants. In the event that
Seller cannot secure the Tenant Certificates from a tenant, excluding Big Lots and the Salvation
Army, Seller further agrees to hold an amount equal to the tenant(s) security deposit in escrow for
thirty (30) days and allow Buyer to approach said tenant(s) to secure Tenant Certificates. If at the
conclusion of thirty (30) days, Buyer does not secure Tenant Certificates then Seller agrees to
provide a Seller’s estoppel certificate (“Seller’s Affidavit”) guaranteeing and swearing to the same
facts as contained in the Tenant Certificates.
J. To the extent in Seller’s possession or control and not already located at the Premises,
keys to all entrance doors to, and equipment and utility rooms located at the Premises.
K. Any other items required by this Agreement and not otherwise previously delivered
to Purchaser including documents certifying the accuracy of Seller’s representations and warranties
as of the Closing.
8. DUE DILIGENCE. Purchaser shall have a forty-five (45) day due diligence from the date
Seller provides Purchaser with the due diligence materials set forth on Schedule B (“Due Diligence
Period”), to inspect, examine and survey the Premises, conduct tenant interviews and perform
whatever due diligence investigations Purchaser deems necessary to determine that the Premises is
acceptable to Purchaser and whether to proceed with the acquisition of the Premises. Seller shall
furnish Purchaser with the due diligence items requested in Schedule B within seven (7) days after
the date of the last signature to appear on this Agreement. Purchaser shall have the right to obtain at
its sole cost and expense, a Phase I Environmental Audit of the property during the Due Diligence
Period. In the event such Phase I Audit reveals any areas of concern, Purchaser may conduct a Phase
II Environmental Audit of the Premises. In the event that a Phase II Audit is conducted the Due
Diligence Period shall be extended for an additional sixty (60) days, for the purpose of completing
such Phase II Audit and receiving the report of the results of the same. Any and all information
provided to Purchaser or obtained by Purchaser regarding this transaction as well as any and all
inspections performed by Purchaser or Purchaser’s agents shall be deemed confidential information.
If Purchaser is dissatisfied with the results of any such inspections or due diligence, in Purchaser’s
sole and absolute discretion, Purchaser may elect to terminate this Contract by giving written notice
to the Seller prior to the expiration of the Due Diligence Period and the Deposit shall immediately be
returned to Purchaser. If Purchaser terminates this Agreement in accordance with the terms of this
Contract, Seller may request copies of the results of all tests, examinations and surveys, if any,
performed by Purchaser during the Due Diligence Period at a cost no greater than the cost incurred
by Purchaser for the performance of such tests, examinations and surveys.
9. ACCESS. Upon execution of this Contract, Purchaser and Purchaser’s agents and
contractors shall be allowed to enter upon the Premises at reasonable times and upon prior notice
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being given to Seller of no less than 24 hours (or such greater amount of time if required under tenant
leases for the Premises) to conduct any inspection and/or tests (the “Inspection”) necessary to satisfy
the contingencies set forth in this Contract. Purchaser agrees to indemnify and hold Seller harmless
in regard to the Inspection and further agrees to restore the Premises to the condition existing prior to
the Inspection. Purchaser also agrees that the Inspection shall be performed with minimal
interference of the tenants of the Premises. Purchaser covenants and agrees that it shall not disclose
to any tenant that the Premises are either for sale or under contract to be sold without Seller’s prior
consent.
10. RECORDING COSTS, TRANSFER TAX AND CLOSING ADJUSTMENTS. Seller will
pay the real property transfer tax. Purchaser will pay for recording the Deed, recording of the
Mortgage and Mortgage Tax, if applicable and other costs customarily paid by Purchaser. There
shall be pro-rated as of 11:59 p.m. of the day immediately preceding the date of Closing, current real
estate taxes, rents, deposits, overage payments, interest, water, pure waters, sewerage charges and all
other revenue and expense items affecting the Premises which are not otherwise hereunder provided
for and which are attributable to a particular period of time, all as of the date of Closing. Purchaser
shall get credit for rent earned on the date of Closing.
11. REPRESENTATIONS, WARRANTIES AND COVENANTS. Seller represents and
warrants as follows:
A. To Seller’s knowledge, the Premises are in compliance with all laws, rules,
regulations, restrictions and ordinances affecting the Premises.
B. The Seller shall continue to operate, maintain and keep the Premises in consistent
with Seller’s prior business practices.
C. Schedule C sets forth the names and addresses of all existing tenants and the rentals
being paid by each such tenants and the date when each lease expires for such tenants. There are no
leases affecting the Premises except as set forth in Schedule C. Schedule C shall be attached within
seven (7) days of the execution of this Contract by both parties.
D. Schedule D sets forth all the contracts, management contracts or service contracts
affecting the Premises.
E. Seller owns the Premises in fee simple absolute and has the p ower to convey title to
the Premises and personal property in accordance with the terms and conditions of this Contract.
F. Except for any matters disclosed in any environmental reports in Seller’s possession
and provided by Seller to Purchaser, Seller has no knowledge of any Hazardous Substances (as
hereinafter defined) have been released, treated, stored or disposed of, or otherwise dep osited in or
on, or migrated to, the Premises and personal property, including without limitation of the generality
of the foregoing, the surface waters and subsurface waters of the Premises. As used herein,
“Hazardous Substances” shall mean any hazardous materials, hazardous waste, hazardous and toxic
substances, pollutants and contaminants, as those terms are defined by any Applicable Environmental
Laws. Seller has no knowledge of any substances or conditions (including asbestos or asbestos
containing materials) in or on the Premises or any other parcels of and which may materially
adversely affect the Premises or use thereof of which would be reasonably likely to support a claim
or cause of action under any existing federal, state or local environmental statute, regulation,
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ordinance or other environmental regulatory requirement except as disclosed in any environmental
report or property condition report provided to Purchaser by Seller (hereinafter collectively called
“Applicable Environmental Laws”), including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act (“CERCLA”), as amended 42 U.S. C. §§ 6901 et seq. and
the Resource Conservation and Recovery Act (RCRA”), as amended, 42 U.S.C. §§ 6901 et seq.,
which terms shall also include, whether or not included in the definitions contained in Applicable
Environmental Laws, petroleum, solvents, or polychlorinated biphenyls.
For purposes of this Section 11.F., Hazardous Substances shall not include (x) substances
sold or used by tenants under the Tenant Leases, provided such sale or use is in the ordinary course
of such tenant's business; (y) substances used by Seller in the ordinary maintenance of the Premises,
provided such use is in the ordinary course of Seller's maintenance, and (z) petroleum released in de
minimis amounts and typically associated with the use of portions of the Premises for driving and
parking motor vehicles.
G. Seller represents and warrants that no condemnation or eminent domain proceedings
are pending or threatened against the Premises or any part thereof.
H. Except as set forth on Schedule E, there is no litigation, reassessment, tax proceeding,
zoning code violations, or other proceedings pending or to Seller’s knowledge contemplated against
the Premises. Seller shall defend, protect, indemnify, and hold Purchaser harmless from and against
any and all claims, actions, suits, proceedings, causes of actions, damages, judgments, losses, costs
and expenses suffered or incurred as against Seller relating to the Premises while Seller was in
possession of the Premises including, but not limited to, the lawsuit set forth in Schedule “E.”
I. Seller covenants and warrants to keep all real property and ad valorem taxes current
during the term of this Agreement along free and clear of any code violations.
J. Seller covenants and warrants to perform all obligations under mortgages
encumbering the Premises to which Seller is a party during the term of this Agreement, including any
obligations secured by any such mortgages and to otherwise take all actions required to keep such
mortgages from not being declared in default.
K. Seller covenants and warrants not to consent to a sublease or assignment of any Lease
Agreement without Purchaser’s approval in its sole discretion unless Seller is obligated to consent
pursuant to the terms of such Lease Agreement.
L. Seller covenants and warrants, except as otherwise set forth in Paragraph 2 of this
Agreement for the Beer Lease and except for a 3-year extension of the Salvation Army Lease which
is currently under review by Seller’s mortgage lender for approval, not to enter into, modify, cancel,
extend or renew any Lease Agreements without Purchaser’s approval, which shall be at Purchaser’s
reasonable discretion, nor provide notice to any tenant of a default under their Lease Agreement
without also giving notice to Purchaser, nor permit any tenant default to continue for a period of
thirty (30) days or more (but in no event later than the Closing Date) without notice to Purchaser.
M. Seller covenants and warrants that if the Beer Lease with Beer Universe is not fully
executed with all contingencies for liquor licensing either satisfied, cleared, waived o r removed at the
time of Closing then all furniture, fixtures and equipment shall be removed and said vacant unit shall
be delivered in a broom cleaned condition; provided however, if Beer Universe has time remaining to
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satisfy liquor licensing contingencies and is still pursuing the satisfaction of such contingencies,
Seller shall deposit Thirty Thousand Dollars ($30,000) with the Escrow Agent to pay for the removal
of such furniture, fixtures and equipment in the event that unit is not leased to Beer Universe or any
other tenant and such other tenant does not take possession of the vacant unit with the furniture,
fixtures and equipment. The foregoing $30,000 escrow shall be released to Seller upon the earlier of
the following: (a) possession of the leased premises by Beer Universe; (b) a new tenant executing a
lease for the Premises with the furniture, fixtures and equip ment remaining; or (c) such premises
being delivered to Buyer in a broom clean condition with all furniture, fixtures and equipment
removed.
All of the representations and warranties of the Seller herein contained shall be true and correct as of
the date of this Contract, and as of the Closing as if expressly made on and as of the Closing date.
12. SURVIVAL OF REPRESENTATIONS. All representations, warranties and agreements
made by either party shall not survive Closing and transfer of title.
13. POSSESSION. Purchaser shall have possession and occupancy of the Premises and Personal
Property from and after the Closing subject to the Leases set forth in Schedule C.
14. DEFAULT. If determined by a Court of competent jurisdiction that Purchaser breached any
covenants or other obligations of Purchaser contained in this Contract or if any representation or
warranty made by Purchaser in this Contract is untrue or false in any material respect, Seller may
keep and retain the Deposit herein as full and liquidated damages hereunder. If Seller breaches any
of its covenants or obligations of Seller contained in this Contract or any representation or warranty
made by Seller in this Contract is untrue or false in any material respect, Purchaser shall be entit led
to:
A. Close the transaction contemplated by this Contract, thereby waiving such breach,
default or failure; or
B. Sue Seller for performance of this Contract; or
C. Terminate this Contract with the Deposit being returned to Purchaser.
15. RISK OF LOSS. Risk of loss or damage to the Premises and/or furniture, fixtures and
equipment by fire or other causes or taking by eminent domain until delivery of the Deed shall be
assumed by Seller. In the event of a casualty that would cost more than Seventy Five Thousand
Dollars ($75,000.00) to restore or a condemnation that materially adversely affects the access to or
use of the Premises (a “Major Loss”), Purchaser shall have the option to either (i) terminate the
Contract by providing written notice thereof to Seller within fifteen (15) days after the date that
Purchaser receives actual notice of such loss, damage or taking, in which event the Deposit shall be
returned to Purchaser or (ii) accept the Premises subject to such loss or taking, without abatement of
the purchase price but shall be entitled to any insurance proceeds collectible or award for such taking.
In the event such loss, damage or taking does not result in a Major Loss, Purchaser shall accept the
Premises subject to such loss or taking without abatement of the purchase price, but shall be entitled
to any insurance proceeds collectible or award for such taking.
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16. NOTICES. All notices given in connection with or pursuant to this Contract shall be in
writing and shall be effective only if sent by FedEx, deemed received the day after delivery, or hand
delivery with written acknowledgement of receipt to the parties as follows:
To Purchaser: Maraki Realty Corp.
PO Box 170 East Station
Yonkers, New York 10704
Attention: Nick Paxos
With Copy to: Brian K. Condon, Esq.
Condon Paxos PLLC
55 Old Turnpike Road, Suite 502
Nanuet, New York 10954
To Seller: Greenport/Hudson Associates, LLC
40 Office Park Way
Pittsford, NY 14534
Attention: Susan C. Gordon
With Copy to: Jeffrey F. DeVoesick, Esq.
Morgenstern DeVoesick PLLC
1000 Pittsford Victor Road
Pittsford, New York 14534
17. BROKERS. Seller and Purchaser represent and warrant that there are no brokers, finders, or
other persons involved in this transaction who will be entitled to any commissions, fees or
compensation arising out of the sale of the Premises other than Joseph C. French, Jr. of Marcus &
Millichap/French Retail Team (“Seller’s Broker”). Seller shall be responsible for any and all
fees/commissions due Seller’s Broker pursuant to a separate brokerage commission agreement. Seller
has also engaged Institutional Property Advisors (“Leasing Broker”) as leasing agent for the Beer
Lease and Seller shall be responsible for any and all fees/commissions due Leasing Broker pursuant
to a separate leasing agent commission agreement
18. SUCCESSORS AND ASSIGNS. This Contract is assignable by Purchaser and shall inure to
the benefit of and be binding upon the successors, heirs, distributees, legal representatives and
assigns of the respective parties hereto.
19. ENTIRE AGREEMENT. This offer, when accepted, shall constitute the entire agreement
between the parties hereto relating to the sale and purchase of the Premises and may not be changed
except by an instrument in writing signed by Purchaser and Seller or a person duly authorized in
writing to act on their behalf, it shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns. This offer may be executed in any number of counterparts and/or
facsimile versions and each counterpart and or facsimile shall constitute an original instrument, but
all such separate counterparts and facsimiles shall constitute only one and the same instrument.
20. IRC 1031. The parties shall reasonably cooperate with each other if either intends to use
transaction as part of a Like-Kind Exchange within the meaning of Internal Revenue Code Section
1031.
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21. Attorneys Fees. The parties agree that in the event that any dispute arises in any way relating
to or arising out of this Agreement , the prevailing party in any court proceeding will be entitled
to recover an award of its costs of said action including, but not limited to, reasonable
attorney’s fees.
22. Governing Law. This Agreement is to be construed in accordance with the laws of the State
of New York, and all disputes between the parties will be decided by the Supreme Court of New
York with venue in Rockland County, New York.
[signature page follows]
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Schedule A
Premises Legal Description
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Schedule B
1) Financial Statements
a) Historical Financial Statements for the prior three fiscal year ends.
b) Copies of Tax Returns for the prior three fiscal year ends.
c) Monthly balance sheets and income statements for 2019, 2020 and 2021.
d) Significant Contracts and Agreements - A schedule of all material leases and other contracts
and/or agreements.
2) Leases
a) Summary listing of all current leases. The following information should be reflected:
i) Amount of Lease Payment
ii) Terms of Payment
iii) Square Footage
iv) Term of Lease
b) Listing of deposits received and balance due on all Leases.
c) Copies of all lease agreements at the Premises including any and all extensions, amendments,
and addenda thereto (collectively “Lease Agreements”).
d) Schedule listing the existing tenancies or other agreements relative to the leasehold interest or
occupancy of any person or entity in or on the Premises including without limitation, the term
of such tenancies and the rent roll showing payments made and date of said payments for the
two (2) years immediately preceding the date all documents in this Schedule B are turned
over to Purchaser, certified to Purchaser as true and correct (the “Rent Roll”).
e) Existing Title policy.
f) Existing Survey
3) Other assets, PP&E, Intangibles
a) Summary of the significant components of these items as last balance sheet
b) List of equipment/personal property
4) Misc.
a) Real Estate Tax Bills
b) Utility Bills
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NYSCEF DOC. NO. 67
2 RECEIVED NYSCEF: 12/29/2023
02/10/2023
c) A Copy of Seller’s Property and General Commercial Liability Insurance Policies applicable
in the defense of the lawsuit set forth in Schedule “E”
d) List the Utilities paid by the tenant and provided to the tenant without charge
e) Existing Notes and Mortgages affecting the Premises (Existing Debt)
f) Land use documents and plans, if any.
g) Any environmental audits and reports relating to the Premises, if any.
h) Copies of any and all Tax certiorari filed regarding the Premises.
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FILED: ROCKLAND COUNTY CLERK 12/29/2023
02/10/2023 04:42
12:33 PM INDEX NO. 030709/2023
NYSCEF DOC. NO. 67
2 RECEIVED NYSCEF: 12/29/2023
02/10/2023
Schedule C
LEASES
(to be attached)
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FILED: ROCKLAND COUNTY CLERK 12/29/2023
02/10/2023 04:42
12:33 PM INDEX NO. 030709/2023
NYSCEF DOC. NO. 67
2 RECEIVED NYSCEF: 12/29/2023
02/10/2023
Schedule D
Contracts, Management Contracts, Service Contracts
(to be attached)
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FILED: ROCKLAND COUNTY CLERK 12/29/2023
02/10/2023 04:42
12:33 PM INDEX NO. 030709/2023
NYSCEF DOC. NO. 67
2 RECEIVED NYSCEF: 12/29/2023
02/10/2023
Schedule E
Litigation and Notices of Violation
Current slip and fall litigation
Seller is represented by Bridget Talerico, Esq., Osborn, Reed & Burke LLP, 502 Court Street, Suite
405, Utica, New York 13502, 315-316-2835, BMT@orblaw.com.
Seller is also aware that the diner tenant of the Premises has received notice that its grease trap
requires certain corrective measures/repairs to be undertaken.
16
Preview
FILED: ROCKLAND COUNTY CLERK 12/29/2023 04:42 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 12/29/2023 EXHIBIT B FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 CONTRACT FOR THE PURCHASE AND SALE OF REAL PROPERTY Maraki Realty Corp, a New York corporation or an entity to be formed, (hereinafter referred to as “Purchaser”) whose address is PO Box 170 East Station, Yonkers, New York 10704, hereby offers to purchase from Greenport/Hudson Associates, LLC, a New York limited liability company (hereinafter referred to as “Seller”) whose address is 40 Office Park Way, Pittsford, New York 14534, the property described below for the price and upon the terms and conditions herein set forth. 1. PROPERTY. Property and Improvements. The premises herein to be conveyed consist of real property consisting of the following: Greenport Hudson Plaza, consisting of approximately 118,500 +/- square foot of retail sp ace, on approximately 15.11 + acres, and located in Columbia County at 300 Fairview Avenue, Hudson, New York 12534, and commonly referred to as Tax Account No. 104000 100.-1-21; as more particularly described in Schedule A attached hereto and made a part hereof. The foregoing parcel, the goodwill connected with the operation of the property and the above referenced name, as well as all personal property and equipment owned by Seller which are contained in and on the real property are referred to herein as, the “Premises”. At Closing, Seller shall assign to Purchaser and Purchaser shall also assume from Seller all of Seller’s rights and obligations under the leases relating to the Premises. 2. PURCHASE PRICE. The purchase price shall be Five Million Nine Hundred Thousand Dollars ($5,900,000) (“Purchase Price”) payable by Purchaser in cash or certified funds at Closing. At Closing, $578,910.00 of the Purchase Price shall be escrowed (the “Escrow Fund”) with Seller’s attorneys as Escrow Agent pending Seller’s execution of the proposed lease (“Beer Lease”) with Crazy Beer World, Inc. d/b/a Beer Universe (“Beer Universe”). Purchaser reserves its right to seek an adjustment of the Escrow Fund amount prior to the expiration of the Due Diligence Period in order to conduct an independent evaluation of the net operating income (“NOI”) both with and without the Beer Lease. Seller represents that the NOI of $536,290, set forth below, is based upon the final execution and removal of contingencies of the Beer Lease regarding the 17,000 +/- square feet space which the current tenant, ALDI, is currently occupying but is expected to vacate prior to the delivery date set forth in the Beer Lease. Seller further represents that if the Beer Lease is not fully executed without contingencies, the loss of revenues will cause a reduction in the Premises’ NOI by $52,621, as is set forth below. With Tenant Without Tenant DELTA NOI $536,290 $483,669 $52,621 Cap Rate 9.08966% 9.08966% 0% Price $5,900,000 $5,321,090 $578,910 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 The respective parties have agreed that as the end date of several contingencies set forth in the Beer Lease (including, but not limited to, the liquor license contingencies) may exceed the anticipated Closing Date, the Escrow Agent for the Premises shall continue to hold the Escrow Fund until such date as the Beer Lease is executed and all contingencies are cleared, satisfied, waived or removed or the Beer Lease is canceled. Within three (3) days of the Beer Lease not being executed, Seller shall provide Purchaser’s counsel with written notice of the same and, upon Purchaser’s receipt of said notice, the full amount of the Escrow Fund shall be remitted to Purchaser’s counsel. If the Escrow Fund is dispersed to Purchaser as a result of Beer Universe’s failure to execute the Beer Lease, or satisfy the contingencies set forth therein, the Purchaser and/or its affiliates covenant and agree that they shall have no right to seek any further indemnification or compensation from Seller in excess of the Escrow Fund. If the contingencies are satisfied, cleared, waived and/or removed and the Beer Lease is executed, then the full amount of the Escrow Fund shall be transferred to the Seller, upon three (3) days written notice to Purchaser’s counsel, less the monthly rent payments, as set forth in the Beer Lease, which shall be released to Purchaser in amounts equal to the monthly rent and the four (4) month construction period (the “Forgiveness Period”). However, should the Beer Lease not be fully executed on or before the Closing Date, Seller shall also authorize the release of said monthly rent payments from the Closing Date up to and through the Forgiveness Period. It being understood and agreed between Seller and Purchaser that once rent payments are made pursuant to the Beer Lease, no further monthly payments from the Escrow Fund shall be tendered to Purchaser and the remaining Escrow Fund shall be released to Seller upon three (3) days written notice to Purchaser. 3. DEPOSIT. Upon execution of this Contract by both parties, Purchaser shall deposit with Morgenstern DeVoesick PLLC, as escrow agent the sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (“Initial Deposit”). Upon expiration of the Due Diligence Period, the Purchaser shall deposit an additional Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (“Additional Deposit”)(the Initial Deposit and the Additional Deposit collectively the “Deposit”). The Deposit shall be returned to Purchaser in the event this Contract is terminated in accordance with the provisions of this Contract. 4. CLOSING DATE AND PLACE. The transfer of title shall take place at the offices of Ponce Bank, located at 2244 Westchester Avenue, Bronx, New York, 10462 or by escrow on or about forty- five (45) days from the expiration of the Due Diligence Period set forth in Paragraph 8 herein (the “Closing”). 5. SEARCH AND SURVEY. Within seven (7) days of the execution of this Contract, Seller shall deliver to Purchaser any existing surveys, title reports and environmental reports in Seller’s possession. Seller shall deliver to Purchaser or its attorney within twenty-five (25) days of the date hereof, an abstract of title, guaranteed tax and U.S. District Court searches, prepared by an abstract company duly qualified to do business in the State of New York covering a period of at least sixty (60) years and beginning with a warranty deed or other source of title reasonably satisfactory to Purchaser, and searches under the Uniform Commercial Code which shall show a good and marketable title in fee simple absolute to be vested in Seller, free and clear of all liens and encumbrances. In the event Purchaser obtains an updated Survey of the Premises, such Survey shall be at Purchaser’s sole expense. 2 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 6. MARKETABILITY OF TITLE. In the event Purchaser shall raise written objections to Seller's title within twenty (20) days after the expiration of the Due Diligence Period, as to any matter which renders the title to the Premises unmarketable, except for matters accepted according to the terms of the Contract, Purchaser shall have the right to cancel this Contract by giving written notice of such cancellation to Seller upon which all liability of both parties by reason of this Contract shall cease, provided, however, if Seller shall be able to cure the objection prior to the date set for Closing herein, or if either party obtains a commitment for title insurance at standard rates in face amount equal to the Purchase Price, to insure marketability of title against the objections raised, or such other title insurance as is acceptable to Purchaser, this Contract shall remain and continue in full force and effect. Notwithstanding anything else contained herein, if Seller cannot convey title in accordance with this Contract, this Contract shall be null and void, and neither party shall have further liability to the other hereunder. 7. CLOSING DOCUMENTS. At the time of Closing, Seller shall deliver all certificates and documents set forth in this Contract including but not limited to the following: A. A Warranty Deed with Lien Covenants properly executed so as to convey title as required by this Contract. B. A Warranty Bill of Sale for the personal property conveying same free and clear of all liens and encumbrances. C. To the extent that they are in Seller’s possession and not posted on the Premises, architectural, mechanical and electrical plans and specifications, certificates, licenses, permits, authorizations and approvals issued for or with respect to the Premises by governmental and quasi- governmental authorities having jurisdiction. D. An assignment of all guarantees and warranties which Seller may have for any part of the Premises, including the buildings (i.e. guaranty for roof, air conditioner, furnace, etc.) and the Seller shall also physically deliver all warranties to Purchaser. E. Such affidavits as Purchaser, Purchaser’s title insurance company or lender shall reasonably require in order to omit from its title policy all exceptions for judgments, bankruptcies or other returns against persons or entities whose names are the same or similar to Seller’s name. F. An Assignment and Assumption of all Leases for the Premises. Purchaser shall assume all of landlord’s obligations under the leases listed on Schedule C relating to the period commencing on and following the Closing, including the obligation to refund those security and other deposits of tenants of the Premises, but only to the extent such security and other dep osits are paid over and delivered to Purchaser at the Closing. At Closing, Seller shall receive a credit against Purchase Price equal to the amount of all cash (or cash equivalent) security or other deposits p aid by any of the tenants to secure their respective obligations under the Lease Agreements (collectively “Security Deposits”). G. A certified rent roll updated through the date of Closing. H. Copies of the certificate of formation and partnership agreement of Seller (and any amendment thereto) and of the resolutions of Seller authorizing the execution, delivery and 3 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 performance of this Agreement and the consummation of the transaction contemplated by this Agreement certified as true and correct by the authorized partner of Seller, and an incumbency certificate executed by the authorized partner of Seller with respect to those partners of Seller executing any documents or instruments in connection with the transactions contemplated herein, all in form satisfactory to the Title Company. I. Attornment letters to each tenant under each Lease Agreement in a form to be prepared by Seller and approved by Purchaser in Purchaser’s reasonable discretion along with tenant estoppel certificates and subordination, non-disturbance, and attornment agreements (the “Tenant Certificates”), in a form reasonably acceptable to Purchaser and Purchaser’s lender. Seller agrees to use commercially reasonable efforts to secure said Certificates from all tenants. In the event that Seller cannot secure the Tenant Certificates from a tenant, excluding Big Lots and the Salvation Army, Seller further agrees to hold an amount equal to the tenant(s) security deposit in escrow for thirty (30) days and allow Buyer to approach said tenant(s) to secure Tenant Certificates. If at the conclusion of thirty (30) days, Buyer does not secure Tenant Certificates then Seller agrees to provide a Seller’s estoppel certificate (“Seller’s Affidavit”) guaranteeing and swearing to the same facts as contained in the Tenant Certificates. J. To the extent in Seller’s possession or control and not already located at the Premises, keys to all entrance doors to, and equipment and utility rooms located at the Premises. K. Any other items required by this Agreement and not otherwise previously delivered to Purchaser including documents certifying the accuracy of Seller’s representations and warranties as of the Closing. 8. DUE DILIGENCE. Purchaser shall have a forty-five (45) day due diligence from the date Seller provides Purchaser with the due diligence materials set forth on Schedule B (“Due Diligence Period”), to inspect, examine and survey the Premises, conduct tenant interviews and perform whatever due diligence investigations Purchaser deems necessary to determine that the Premises is acceptable to Purchaser and whether to proceed with the acquisition of the Premises. Seller shall furnish Purchaser with the due diligence items requested in Schedule B within seven (7) days after the date of the last signature to appear on this Agreement. Purchaser shall have the right to obtain at its sole cost and expense, a Phase I Environmental Audit of the property during the Due Diligence Period. In the event such Phase I Audit reveals any areas of concern, Purchaser may conduct a Phase II Environmental Audit of the Premises. In the event that a Phase II Audit is conducted the Due Diligence Period shall be extended for an additional sixty (60) days, for the purpose of completing such Phase II Audit and receiving the report of the results of the same. Any and all information provided to Purchaser or obtained by Purchaser regarding this transaction as well as any and all inspections performed by Purchaser or Purchaser’s agents shall be deemed confidential information. If Purchaser is dissatisfied with the results of any such inspections or due diligence, in Purchaser’s sole and absolute discretion, Purchaser may elect to terminate this Contract by giving written notice to the Seller prior to the expiration of the Due Diligence Period and the Deposit shall immediately be returned to Purchaser. If Purchaser terminates this Agreement in accordance with the terms of this Contract, Seller may request copies of the results of all tests, examinations and surveys, if any, performed by Purchaser during the Due Diligence Period at a cost no greater than the cost incurred by Purchaser for the performance of such tests, examinations and surveys. 9. ACCESS. Upon execution of this Contract, Purchaser and Purchaser’s agents and contractors shall be allowed to enter upon the Premises at reasonable times and upon prior notice 4 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 being given to Seller of no less than 24 hours (or such greater amount of time if required under tenant leases for the Premises) to conduct any inspection and/or tests (the “Inspection”) necessary to satisfy the contingencies set forth in this Contract. Purchaser agrees to indemnify and hold Seller harmless in regard to the Inspection and further agrees to restore the Premises to the condition existing prior to the Inspection. Purchaser also agrees that the Inspection shall be performed with minimal interference of the tenants of the Premises. Purchaser covenants and agrees that it shall not disclose to any tenant that the Premises are either for sale or under contract to be sold without Seller’s prior consent. 10. RECORDING COSTS, TRANSFER TAX AND CLOSING ADJUSTMENTS. Seller will pay the real property transfer tax. Purchaser will pay for recording the Deed, recording of the Mortgage and Mortgage Tax, if applicable and other costs customarily paid by Purchaser. There shall be pro-rated as of 11:59 p.m. of the day immediately preceding the date of Closing, current real estate taxes, rents, deposits, overage payments, interest, water, pure waters, sewerage charges and all other revenue and expense items affecting the Premises which are not otherwise hereunder provided for and which are attributable to a particular period of time, all as of the date of Closing. Purchaser shall get credit for rent earned on the date of Closing. 11. REPRESENTATIONS, WARRANTIES AND COVENANTS. Seller represents and warrants as follows: A. To Seller’s knowledge, the Premises are in compliance with all laws, rules, regulations, restrictions and ordinances affecting the Premises. B. The Seller shall continue to operate, maintain and keep the Premises in consistent with Seller’s prior business practices. C. Schedule C sets forth the names and addresses of all existing tenants and the rentals being paid by each such tenants and the date when each lease expires for such tenants. There are no leases affecting the Premises except as set forth in Schedule C. Schedule C shall be attached within seven (7) days of the execution of this Contract by both parties. D. Schedule D sets forth all the contracts, management contracts or service contracts affecting the Premises. E. Seller owns the Premises in fee simple absolute and has the p ower to convey title to the Premises and personal property in accordance with the terms and conditions of this Contract. F. Except for any matters disclosed in any environmental reports in Seller’s possession and provided by Seller to Purchaser, Seller has no knowledge of any Hazardous Substances (as hereinafter defined) have been released, treated, stored or disposed of, or otherwise dep osited in or on, or migrated to, the Premises and personal property, including without limitation of the generality of the foregoing, the surface waters and subsurface waters of the Premises. As used herein, “Hazardous Substances” shall mean any hazardous materials, hazardous waste, hazardous and toxic substances, pollutants and contaminants, as those terms are defined by any Applicable Environmental Laws. Seller has no knowledge of any substances or conditions (including asbestos or asbestos containing materials) in or on the Premises or any other parcels of and which may materially adversely affect the Premises or use thereof of which would be reasonably likely to support a claim or cause of action under any existing federal, state or local environmental statute, regulation, 5 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 ordinance or other environmental regulatory requirement except as disclosed in any environmental report or property condition report provided to Purchaser by Seller (hereinafter collectively called “Applicable Environmental Laws”), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), as amended 42 U.S. C. §§ 6901 et seq. and the Resource Conservation and Recovery Act (RCRA”), as amended, 42 U.S.C. §§ 6901 et seq., which terms shall also include, whether or not included in the definitions contained in Applicable Environmental Laws, petroleum, solvents, or polychlorinated biphenyls. For purposes of this Section 11.F., Hazardous Substances shall not include (x) substances sold or used by tenants under the Tenant Leases, provided such sale or use is in the ordinary course of such tenant's business; (y) substances used by Seller in the ordinary maintenance of the Premises, provided such use is in the ordinary course of Seller's maintenance, and (z) petroleum released in de minimis amounts and typically associated with the use of portions of the Premises for driving and parking motor vehicles. G. Seller represents and warrants that no condemnation or eminent domain proceedings are pending or threatened against the Premises or any part thereof. H. Except as set forth on Schedule E, there is no litigation, reassessment, tax proceeding, zoning code violations, or other proceedings pending or to Seller’s knowledge contemplated against the Premises. Seller shall defend, protect, indemnify, and hold Purchaser harmless from and against any and all claims, actions, suits, proceedings, causes of actions, damages, judgments, losses, costs and expenses suffered or incurred as against Seller relating to the Premises while Seller was in possession of the Premises including, but not limited to, the lawsuit set forth in Schedule “E.” I. Seller covenants and warrants to keep all real property and ad valorem taxes current during the term of this Agreement along free and clear of any code violations. J. Seller covenants and warrants to perform all obligations under mortgages encumbering the Premises to which Seller is a party during the term of this Agreement, including any obligations secured by any such mortgages and to otherwise take all actions required to keep such mortgages from not being declared in default. K. Seller covenants and warrants not to consent to a sublease or assignment of any Lease Agreement without Purchaser’s approval in its sole discretion unless Seller is obligated to consent pursuant to the terms of such Lease Agreement. L. Seller covenants and warrants, except as otherwise set forth in Paragraph 2 of this Agreement for the Beer Lease and except for a 3-year extension of the Salvation Army Lease which is currently under review by Seller’s mortgage lender for approval, not to enter into, modify, cancel, extend or renew any Lease Agreements without Purchaser’s approval, which shall be at Purchaser’s reasonable discretion, nor provide notice to any tenant of a default under their Lease Agreement without also giving notice to Purchaser, nor permit any tenant default to continue for a period of thirty (30) days or more (but in no event later than the Closing Date) without notice to Purchaser. M. Seller covenants and warrants that if the Beer Lease with Beer Universe is not fully executed with all contingencies for liquor licensing either satisfied, cleared, waived o r removed at the time of Closing then all furniture, fixtures and equipment shall be removed and said vacant unit shall be delivered in a broom cleaned condition; provided however, if Beer Universe has time remaining to 6 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 satisfy liquor licensing contingencies and is still pursuing the satisfaction of such contingencies, Seller shall deposit Thirty Thousand Dollars ($30,000) with the Escrow Agent to pay for the removal of such furniture, fixtures and equipment in the event that unit is not leased to Beer Universe or any other tenant and such other tenant does not take possession of the vacant unit with the furniture, fixtures and equipment. The foregoing $30,000 escrow shall be released to Seller upon the earlier of the following: (a) possession of the leased premises by Beer Universe; (b) a new tenant executing a lease for the Premises with the furniture, fixtures and equip ment remaining; or (c) such premises being delivered to Buyer in a broom clean condition with all furniture, fixtures and equipment removed. All of the representations and warranties of the Seller herein contained shall be true and correct as of the date of this Contract, and as of the Closing as if expressly made on and as of the Closing date. 12. SURVIVAL OF REPRESENTATIONS. All representations, warranties and agreements made by either party shall not survive Closing and transfer of title. 13. POSSESSION. Purchaser shall have possession and occupancy of the Premises and Personal Property from and after the Closing subject to the Leases set forth in Schedule C. 14. DEFAULT. If determined by a Court of competent jurisdiction that Purchaser breached any covenants or other obligations of Purchaser contained in this Contract or if any representation or warranty made by Purchaser in this Contract is untrue or false in any material respect, Seller may keep and retain the Deposit herein as full and liquidated damages hereunder. If Seller breaches any of its covenants or obligations of Seller contained in this Contract or any representation or warranty made by Seller in this Contract is untrue or false in any material respect, Purchaser shall be entit led to: A. Close the transaction contemplated by this Contract, thereby waiving such breach, default or failure; or B. Sue Seller for performance of this Contract; or C. Terminate this Contract with the Deposit being returned to Purchaser. 15. RISK OF LOSS. Risk of loss or damage to the Premises and/or furniture, fixtures and equipment by fire or other causes or taking by eminent domain until delivery of the Deed shall be assumed by Seller. In the event of a casualty that would cost more than Seventy Five Thousand Dollars ($75,000.00) to restore or a condemnation that materially adversely affects the access to or use of the Premises (a “Major Loss”), Purchaser shall have the option to either (i) terminate the Contract by providing written notice thereof to Seller within fifteen (15) days after the date that Purchaser receives actual notice of such loss, damage or taking, in which event the Deposit shall be returned to Purchaser or (ii) accept the Premises subject to such loss or taking, without abatement of the purchase price but shall be entitled to any insurance proceeds collectible or award for such taking. In the event such loss, damage or taking does not result in a Major Loss, Purchaser shall accept the Premises subject to such loss or taking without abatement of the purchase price, but shall be entitled to any insurance proceeds collectible or award for such taking. 7 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 16. NOTICES. All notices given in connection with or pursuant to this Contract shall be in writing and shall be effective only if sent by FedEx, deemed received the day after delivery, or hand delivery with written acknowledgement of receipt to the parties as follows: To Purchaser: Maraki Realty Corp. PO Box 170 East Station Yonkers, New York 10704 Attention: Nick Paxos With Copy to: Brian K. Condon, Esq. Condon Paxos PLLC 55 Old Turnpike Road, Suite 502 Nanuet, New York 10954 To Seller: Greenport/Hudson Associates, LLC 40 Office Park Way Pittsford, NY 14534 Attention: Susan C. Gordon With Copy to: Jeffrey F. DeVoesick, Esq. Morgenstern DeVoesick PLLC 1000 Pittsford Victor Road Pittsford, New York 14534 17. BROKERS. Seller and Purchaser represent and warrant that there are no brokers, finders, or other persons involved in this transaction who will be entitled to any commissions, fees or compensation arising out of the sale of the Premises other than Joseph C. French, Jr. of Marcus & Millichap/French Retail Team (“Seller’s Broker”). Seller shall be responsible for any and all fees/commissions due Seller’s Broker pursuant to a separate brokerage commission agreement. Seller has also engaged Institutional Property Advisors (“Leasing Broker”) as leasing agent for the Beer Lease and Seller shall be responsible for any and all fees/commissions due Leasing Broker pursuant to a separate leasing agent commission agreement 18. SUCCESSORS AND ASSIGNS. This Contract is assignable by Purchaser and shall inure to the benefit of and be binding upon the successors, heirs, distributees, legal representatives and assigns of the respective parties hereto. 19. ENTIRE AGREEMENT. This offer, when accepted, shall constitute the entire agreement between the parties hereto relating to the sale and purchase of the Premises and may not be changed except by an instrument in writing signed by Purchaser and Seller or a person duly authorized in writing to act on their behalf, it shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. This offer may be executed in any number of counterparts and/or facsimile versions and each counterpart and or facsimile shall constitute an original instrument, but all such separate counterparts and facsimiles shall constitute only one and the same instrument. 20. IRC 1031. The parties shall reasonably cooperate with each other if either intends to use transaction as part of a Like-Kind Exchange within the meaning of Internal Revenue Code Section 1031. 8 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 21. Attorneys Fees. The parties agree that in the event that any dispute arises in any way relating to or arising out of this Agreement , the prevailing party in any court proceeding will be entitled to recover an award of its costs of said action including, but not limited to, reasonable attorney’s fees. 22. Governing Law. This Agreement is to be construed in accordance with the laws of the State of New York, and all disputes between the parties will be decided by the Supreme Court of New York with venue in Rockland County, New York. [signature page follows] 9 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 Schedule A Premises Legal Description 11 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 Schedule B 1) Financial Statements a) Historical Financial Statements for the prior three fiscal year ends. b) Copies of Tax Returns for the prior three fiscal year ends. c) Monthly balance sheets and income statements for 2019, 2020 and 2021. d) Significant Contracts and Agreements - A schedule of all material leases and other contracts and/or agreements. 2) Leases a) Summary listing of all current leases. The following information should be reflected: i) Amount of Lease Payment ii) Terms of Payment iii) Square Footage iv) Term of Lease b) Listing of deposits received and balance due on all Leases. c) Copies of all lease agreements at the Premises including any and all extensions, amendments, and addenda thereto (collectively “Lease Agreements”). d) Schedule listing the existing tenancies or other agreements relative to the leasehold interest or occupancy of any person or entity in or on the Premises including without limitation, the term of such tenancies and the rent roll showing payments made and date of said payments for the two (2) years immediately preceding the date all documents in this Schedule B are turned over to Purchaser, certified to Purchaser as true and correct (the “Rent Roll”). e) Existing Title policy. f) Existing Survey 3) Other assets, PP&E, Intangibles a) Summary of the significant components of these items as last balance sheet b) List of equipment/personal property 4) Misc. a) Real Estate Tax Bills b) Utility Bills 12 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 c) A Copy of Seller’s Property and General Commercial Liability Insurance Policies applicable in the defense of the lawsuit set forth in Schedule “E” d) List the Utilities paid by the tenant and provided to the tenant without charge e) Existing Notes and Mortgages affecting the Premises (Existing Debt) f) Land use documents and plans, if any. g) Any environmental audits and reports relating to the Premises, if any. h) Copies of any and all Tax certiorari filed regarding the Premises. 13 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 Schedule C LEASES (to be attached) 14 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 Schedule D Contracts, Management Contracts, Service Contracts (to be attached) 15 FILED: ROCKLAND COUNTY CLERK 12/29/2023 02/10/2023 04:42 12:33 PM INDEX NO. 030709/2023 NYSCEF DOC. NO. 67 2 RECEIVED NYSCEF: 12/29/2023 02/10/2023 Schedule E Litigation and Notices of Violation Current slip and fall litigation Seller is represented by Bridget Talerico, Esq., Osborn, Reed & Burke LLP, 502 Court Street, Suite 405, Utica, New York 13502, 315-316-2835, BMT@orblaw.com. Seller is also aware that the diner tenant of the Premises has received notice that its grease trap requires certain corrective measures/repairs to be undertaken. 16