Preview
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
Exhibit
F
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
------------------------------------
In the Matter of the Application of
THE AUGUST AICHHORN CENTER FOR Index No. 153147/2023
ADOLESCENT RESIDENTIAL CARE, INC.,
AFFIDAVIT
Petitioner,
For an Order to Sell All or Substantially All of
Petitioner's Assets pursuant to Sections 510 and 511 of
the Not-For-Profit Corporation Law of the State of New
York.
-----------------------------------------------
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss:
Shlomi Reuveni, being duly sworn, deposes and says:
1. I am the President and Chief Executive Officer of Reuveni, LLC ("Reuveni")l.
Reuveni is as a licensed real estate brokerage firm in the State of New York.
2. I have been engaged in the real estate and brokerage business for over thirty-five
(35) years and been actively associated with the sale of real property throughout the New York
metropolitan area during that time.
3. In 2017, I founded Reuveni, a privately owned brokerage company. Reuveni is
well known industry-wide, and has been the driving force behind the design, pre-development
planning, marketing, and sales process of over $3 billion of conversion and ground up new
development projects.
4. Prior to founding Reuveni, I most recently served as the managing director of
TOWN New Development, where I worked on a vast portfolio of notable new development
In March 2022, Reuveni Real Estate LLC's entity name was changed to Reuveni LLC.
4871-0169-0479.1
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
Equities'
projects including Madison 212 Fifth Avenue in NoMad, Artimus's Circa on the
Ventures'
Upper West Side, DNA's 280 St. Marks in Prospect Heights, Continental 52 Wooster,
along with a strong pipeline of other new projects.
5. Prior to TOWN, from 2007-2014, I spent seven years as a senior managing
director and executive vice president with Brown Harris Stevens SELECT. As company leader I
managed sales for record-setting projects such as the Laureate, One Morningside Park, 15
Union Square West, Apple Bank Condos, Reade57, Merritt House, and 666 West End Avenue,
among others.
6. I previously held the title of senior vice president for Corcoran from 1996-
Group
2007, handling sales and rentals, as well as management of successful new development projects
such as Crossing23, 92 Greene, Element, and The Olcott.
7. In November 2021, The August Aichhorn Center for Adolescent Residential Care,
Inc. ("Property Owner"), represented by Michael A. Pawel, M.D., Executive Director, retained
Reuveni as the exclusive selling agent in connection with the sale of 23-25 West 106 St, New
York, NY 11225 (the "Property").
8. Prior to its engagement, Reuveni reviewed an appraisal conducted by East Coast
Appraisal Service, dated April 15, 2021. On September 1, 2021, Reuveni provided an alternative
broker opinion of value to the property owner. Based on recent comparable property sales data
available at the time as well as overall market conditions in the Property's immediate sub-
market, Reuveni estimated the property value to be approximately $10,000,000.
9. Upon engagement, however, Reuveni reevaluated market conditions and opined
to the Property Owner that due to increased market demand for properties of similar building
classes, and to maximize sale proceeds for the Property Owner, the Property should be marketed
4871-0169-0479.1
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
for sale at an asking price of $12,500,000. Upon receiving the Property Owner's agreement,
Reuveni began marketing the Property for sale.
10. Reuveni executed the following marketing efforts and initiatives in connection
with the sale of the Property:
a. Reuveni conducted a comparable market analysis to determine a proper offering
price for the Property.
b. Reuveni obtained a licensed architect's opinion relating to the Property's zoning
and the feasibility of future re-development at the Property.
c. Reuveni subsequently prepared and disclosed valuation projections for two (2)
viable redevelopment scenarios to the Property Owner and made these projections
available to potential purchasers upon request.
d. Reuveni engaged a photographer to photograph the existing conditions of the
Property and immediate neighborhood for marketing purposes.
e. Reuveni prepared a comprehensive Offering Memorandum to solicit potential
purchasers.
f. Reuveni advertised the Property's offering for sale on the following public
syndicated marketing channels: Co-Star and Loopnet.
g. Reuveni advertised the Property's offering for sale on the following social media
outlets belonging to Reuveni: LinkedIn, Instagram, and Facebook.
h. Reuveni executed an email marketing campaign, advertising the Property to
thousands of email addresses enrolled on Reuveni's distribution list.
i. Reuveni conducted upwards of fifty (50) informational telephone calls relating to
the marketing of the Property.
487I-0 I69-0479.I
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
j. Reuveni identified and engaged, via email and telephone calls, potential
cooperating brokers with experience selling properties in the vicinity of the
Property and/or properties of similar building classes in the New York
metropolitan area.
k. Reuveni identified and contacted more than (20) non-profit organizations and
institutions within the surrounding neighborhoods via email, hand delivery of
marketing collateral, and telephone calls. Reuveni alerted these groups that the
Property was being offered for sale and may be conducive for their use.
1. Reuveni responded to over forty (40) inquiries in reference to the Property and
provided information as requested.
m. Reuveni maintained a record of all parties contacted with regards to the Property's
offering for sale.
n. Reuveni conducted over twenty (20) tours of the premises to potential purchasers.
0. Reuveni solicited eight (8) good faith bids from potential purchasers, initially
ranging from 7,500,000 to $12,250,000 between December 2021 and January
2022. (Annexed hereto are true and correct redacted copies of the Letters of Intent
and/or written offers received for the Property).
p. Four bidders increased their offers considerably, including up to $12,900,000 by
the end of January 2022. See Id.
q. Reuveni provided expert negotiation support to the Property Owner and navigated
negotiations on their behalf in cooperation with the Property Owner's counsel.
4871-0169-0479.1
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
r. Through on-going communications and negotiations with all bidders Reuveni was
able to create a sense of demand and urgency among the bidders and
maximize/increase offers well beyond the original asking price of $12,500,000.
s. in April, 2022, Reuveni was able to solicit a ninth (9) good faith bid, of
$13,250,000.00. Id.
t. Ultimately, through negotiations, by May 2022, Reuveni identified the top bidder
for the Property, leading to the execution of a purchase and sale agreement on
May 20, 2022, at a price of $14,000,000. Id.
It is Reuveni's opinion that the methods used to identify a purchaser for the Propetty
were reasonable, equitable, and in line with the agreed upon expectations of the Property Owner
and that the purchase price of $14,000,000 represents fair market value as of the date the
purchase contract was negotiated and signed in May 2022.
Dated: July 24, 2023
REUVENI, LL
S o euv
Presi nt and CEO
Swfo to before me this
]L day of July 2023
ublic - Sta e of New York
Notary
LlLI JANE MARTINEZ IGNACIO
Notary Public, State of New York
Reg. No 011G0002010
Qualified in New York County
Commission Expires February 27 2027
4871-0169-0479.1
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
Bidder 1, Letter of Intent 1
December 1, 2021
VIA E-MAIL:
RE: 23-25 West 106th Street New York, NY 10025 (the “Property”)
Dear
This correspondence shall constitute Letter of Intent (“LOI) which outlines the terms
and conditions under which and/or its successors or assigns (“Buyer” or
intends to enter into a definitive written Agreement to acquire all rights, title and interest in
the Property.
Purchase Price Buyer and Seller shall enter into a purchase and sale agreement whereby the fee
interest is transferred for a total Purchase Price of $SEVEN MILLION FIVE
HUNDRED THOUSAND DOLLARS ($7,500,000. USD) (“Purchase Price”), and
shall be payable in All Cash at Closing.
Terms of Sale: Escrow Deposit $250,000 Initial Soft Deposit. An $250,000 Additional Deposit
will be made 5 days after Attorney General Approval which then all $500,000 will
become Non-Refundable. Total Balance at Closing $7,000,000
Escrow: Upon the full execution of an agreed upon Purchase & Sale Agreement, Purchaser
shall provide a $250,000 refundable “soft” deposit into an escrow account with
upon the third (3rd) business day following the effective date of an executed Purchase and Sale
Agreement. After attorney general approval an additional $250,000 deposit will be made into the
escrow account, the total $500,000 deposit is nonrefundable at that point. The Deposit, together with
any interest earned thereon, will be applied against the Purchase Price at Closing. If attorney general
approval is not granted the original deposit of $250,000 will be returned to buyer at no additional
charge.
Closing: The closing will take place 60 days after attorney general approval. At closing,
Seller shall pay recording stamps and all other items customarily paid by sellers
in the state in which the Property is located. Purchaser shall pay for items that
are custom in the city and state of the Property. Each party shall pay its own legal
fees.
Purchase & Sale
Agreement: Purchaser and Seller shall use reasonable and good faith efforts to finalize
negotiations of a Purchase and Sale Agreement within 10 business days following
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
Bidder 1, Letter of Intent 1
the effective date of the LOI. Except as set forth below, no terms of this LOI shall
be binding on either party, and all legal commitments and obligations, if any, will
arise only from the Purchase and Sale Agreement.
Exclusivity: It is acknowledged that upon full execution of this letter the Seller will negotiate
exclusively with Purchaser and not negotiate with any other party for the sale of
the Property for a period of thirty (30) days. The Exclusivity Period is an obligation
of the Seller and shall apply for thirty days.
Brokers/Agents: Each of Seller and Purchaser represents and warrants to the other that it has not
dealt with any broker or agent, other than the person or company this letter is
addressed to, in connection with this transaction, and shall indemnify the other
party and its affiliates, successors and assigns and hold them harmless from and
against any claims made by any broker claiming to have dealt with such party.
The Purchaser is
We are familiar with the Property and surrounding areas.
If the foregoing is acceptable to the Seller, please have an authorized officer sign and return a duplicate
original copy of this LOI. This letter will become effective as of the date of their signature. This letter will
expire at 5:00pm Eastem Standard Time ten (10) business days from the date hereof, if prior to that
time we have not received a fully executed counterpart of this letter.
References, as well as a letter from a major financial institution confirming availability of sufficient liquid
assets/funds would be fumished upon your acceptance of our offer. For more information on our
company and recent acquisitions, please refer to our website at If you
have any question(s), please do not hesitate to contact me.
Cordially,
AGREED TO AND ACKNOWLEDGED ON
THE DAY OF , 2021:
By:
Name:
Title:
FILED: NEW YORK COUNTY CLERK-Bidder 2, Increased
08/28/2023 Offer
06:53 PM INDEX NO. 158537/2023
Fwd. 106th Street Closing Expectations / Clarity Reuveni Real Estate Mail
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
to Shlomi
Hi Shlomi,
Yes,$14M and the buyer will be paying th mmission.I believe the only materialitem was threading the needleon the occupancy portion is flexible on dosing post AG approva
Pleaseadvise, we are availableas needed.
Best,
Frorn: ShlomiReuveni
Sent: Wednesday,May4, 2022 9:12AM
To:
Ce:
Subject: [EXTERNAL]RE: 106thStreet-Closing Expectations/ Clarity
Good momin will be speakingwith ownersand their attny today. Confirmingheredetails of your email below- 14M, commissionto JLL paid by buyer.
Also, I do not knowwhat may still be outstanding(notagreed to) on the contractterms, this includesclosingdate, I will discussthat with ownersas well.
REUVENI
E E A L E ST A T E
SHLOMI REUVENAPRE SIDE NT & CEO
Licensed Real Estate Broker
FILED: NEW YORK COUNTY CLERKBidder
08/28/2023 06:53 PM INDEX NO. 158537/2023
2, Letter of Intent 1
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
December 12th, 2021
VIA Email
This letter of intent is not intended to be, nor shall it be construed as a commitment to purchase real estate and is
subject to, among other things, the completion of purchaser's due diligence and review procedures customary for
transactions of this nature. This LOI does not set forth all of the material terms necessary for any transaction
contemplated hereunder and additional terms shall be set forth in the definitive purchase documents.
As part of the purchase process, we shall engage our legal counsel and we may commission an appraisal,
environmental, structural, zoning, title and other surveys, inspections and reports. We will engage such firms to
perform inspections and reports as we shall determine.
Subject Property: 23–25 W 106th street, New York NY 11368
Purchase Price: $10,700,000
Closing: 60 days
Contract Deposit: 10% hard
Diligence: Subject to clean environmental and title
Occupancy: Premises to be delivered vacant
Proof of Funds: Available upon request
Attorney:
If the above terms and conditions are acceptable to you then kindly send a contract to my attorney
above.
Best,
FILED: NEW YORK COUNTY CLERKBidder 2, Letter of Intent
08/28/2023 2
06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
January 24th, 2021
VIA Email
This letter of intent is not intended to be, nor shall it be construed as a commitment to purchase real estate and is
subject to, among other things, the completion of purchaser's due diligence and review procedures customary for
transactions of this nature. This LOI does not set forth all of the material terms necessary for any transaction
contemplated hereunder and additional terms shall be set forth in the definitive purchase documents.
As part of the purchase process, we shall engage our legal counsel and we may commission an appraisal,
environmental, structural, zoning, title and other surveys, inspections and reports. We will engage such firms to
perform inspections and reports as we shall determine.
Subject Property: 23–25 W 106th street, New York NY 11368
Purchase Price: $11,600,000
Closing: 30 days after AG approval
Contract Deposit: 10% hard at contract execution
Diligence: Subject to clean environmental and title
Occupancy: Premises to be delivered vacant
Available upon request
Proof of Funds:
Attorney:
If the above terms and conditions are acceptable to you then kindly send a contract to my attorney
above.
Best,
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
Bidder 3, Letter of Intent 1
Dec 17, 2021
VIA E-MAIL
The August Aichorn Center for Adolescent Residential Care INC
23 West 106 Street
New York, NY 10025
Re: 23-25 West 106 Street, New York, NY 10025
Ladies and Gentlemen:
on behalf of itself or its designee (including any assignee
the is pleased to communicate its interest in the above-
thereof, "Purchaser"), acquiring
referenced properties (the "Property") from The August Aichorn Center for Adolescent
Residential Care INC (the "Seller") on the following terms:
1. The purchase price for the Property would be $11,200,000.00, payable as follows:
(a) $500,000.00 as a contract deposit in cash, to be held in an interest bearing
attomey's escrow account pending the closing; and
(b) The balance of the purchase price would be payable in good certified or
bank check, or via wire transfer of funds at the Closing.
2. Each party represents and warrants to the other that it has not engaged any broker,
consultant, fmder or like agent who might be entitled to a commission or compensation
with respect to the proposed transaction described in this letter, a contract of sale or
otherwise relating to the proposed purchase of the Property;
with respect to the
Buyer & Shlomi Reuveni of Reuveni Real Estate to the Seller (the "Broker"). Seller shall
pay the commissions (if any) due to Broker with respect to the proposed transaction
pursuant to a separate agreement.
3. The closing shall take place on or about the date which is Sixty (60) days after the
date that is the last day of the Due Diligence period.
4. Seller shall promptly provide all leases and other documentation relating to the
Seller and/or the Property as reasonably requested by Purchaser, including,
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023
Bidder 3, Letter of Intent 1
without limitation (i) copies of all leases and other occupancy agreements
affecting the Property and all amendments and other documents relating thereto;
(ii) all filings with the DHCR or other relevant agencies; (iii) proof of filing with
the Rent Stabilization Association, if applicable; (iv) a current rent roll and arrears
report for the Property, and a rent history for the Property; (v) copies of the
accountants'
financial statements and tax retums for three (3) years and the work
papers therefor; (vi) a copy of all management and other third party service
contracts for the Property; (vii) a list of any ongoing litigation between seller and
tenants or other parties related to the Property; (viii) the most recent survey for the
Property; and (ix) any environmental reports, structural reports or Property
condition reports in Seller's possession or control (collectively, the "Evaluation
Materials"). In addition, Seller shall provide Purchaser and Purchaser's designees
with written authorization addressed to the applicable agency to review DHCR
filings and registration related to the Property and such other filings and/or
registration related to the Property as may be reasonably requested by Purchaser.
5. Purchaser and Purchaser's designees may, from time to time, enter onto and
inspect the Property, subject to the followmg: (a) Purchaser shall give at least two
days'
(2) business prior notice of Purchaser's request to inspect the Property, (b)
Purchaser and Purchaser's designees shall not disturb the use and occupancy by
the tenants, and (c) Purchaser and Purchaser's designees shall conduct such
inspection of the Property in a manner so as not to cause damage, loss, cost or
expense to Seller or the Property and shall promptly restore the Property to its
condition immediately preceding such inspection.
6. Seller and Purchaser shall negotiate with each other for the sale of the Property by
Seller to Purchaser and, during such period, shall endeavor (i) to agree upon all
terms and conditions of and (ii) to execute and deliver a contract of sale
containing the terms and conditions set forth in this letter and such other material
terms and conditions as shall be negotiated and agreed by Seller and Purchaser.
Neither party shall have any obligation to agree to any particular terms or
conditions relatmg to the sale of the Property. The parties acknowledge that
either party shall have the absolut
Preview
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 Exhibit F FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ------------------------------------ In the Matter of the Application of THE AUGUST AICHHORN CENTER FOR Index No. 153147/2023 ADOLESCENT RESIDENTIAL CARE, INC., AFFIDAVIT Petitioner, For an Order to Sell All or Substantially All of Petitioner's Assets pursuant to Sections 510 and 511 of the Not-For-Profit Corporation Law of the State of New York. ----------------------------------------------- STATE OF NEW YORK ) COUNTY OF NEW YORK ) ss: Shlomi Reuveni, being duly sworn, deposes and says: 1. I am the President and Chief Executive Officer of Reuveni, LLC ("Reuveni")l. Reuveni is as a licensed real estate brokerage firm in the State of New York. 2. I have been engaged in the real estate and brokerage business for over thirty-five (35) years and been actively associated with the sale of real property throughout the New York metropolitan area during that time. 3. In 2017, I founded Reuveni, a privately owned brokerage company. Reuveni is well known industry-wide, and has been the driving force behind the design, pre-development planning, marketing, and sales process of over $3 billion of conversion and ground up new development projects. 4. Prior to founding Reuveni, I most recently served as the managing director of TOWN New Development, where I worked on a vast portfolio of notable new development In March 2022, Reuveni Real Estate LLC's entity name was changed to Reuveni LLC. 4871-0169-0479.1 FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 Equities' projects including Madison 212 Fifth Avenue in NoMad, Artimus's Circa on the Ventures' Upper West Side, DNA's 280 St. Marks in Prospect Heights, Continental 52 Wooster, along with a strong pipeline of other new projects. 5. Prior to TOWN, from 2007-2014, I spent seven years as a senior managing director and executive vice president with Brown Harris Stevens SELECT. As company leader I managed sales for record-setting projects such as the Laureate, One Morningside Park, 15 Union Square West, Apple Bank Condos, Reade57, Merritt House, and 666 West End Avenue, among others. 6. I previously held the title of senior vice president for Corcoran from 1996- Group 2007, handling sales and rentals, as well as management of successful new development projects such as Crossing23, 92 Greene, Element, and The Olcott. 7. In November 2021, The August Aichhorn Center for Adolescent Residential Care, Inc. ("Property Owner"), represented by Michael A. Pawel, M.D., Executive Director, retained Reuveni as the exclusive selling agent in connection with the sale of 23-25 West 106 St, New York, NY 11225 (the "Property"). 8. Prior to its engagement, Reuveni reviewed an appraisal conducted by East Coast Appraisal Service, dated April 15, 2021. On September 1, 2021, Reuveni provided an alternative broker opinion of value to the property owner. Based on recent comparable property sales data available at the time as well as overall market conditions in the Property's immediate sub- market, Reuveni estimated the property value to be approximately $10,000,000. 9. Upon engagement, however, Reuveni reevaluated market conditions and opined to the Property Owner that due to increased market demand for properties of similar building classes, and to maximize sale proceeds for the Property Owner, the Property should be marketed 4871-0169-0479.1 FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 for sale at an asking price of $12,500,000. Upon receiving the Property Owner's agreement, Reuveni began marketing the Property for sale. 10. Reuveni executed the following marketing efforts and initiatives in connection with the sale of the Property: a. Reuveni conducted a comparable market analysis to determine a proper offering price for the Property. b. Reuveni obtained a licensed architect's opinion relating to the Property's zoning and the feasibility of future re-development at the Property. c. Reuveni subsequently prepared and disclosed valuation projections for two (2) viable redevelopment scenarios to the Property Owner and made these projections available to potential purchasers upon request. d. Reuveni engaged a photographer to photograph the existing conditions of the Property and immediate neighborhood for marketing purposes. e. Reuveni prepared a comprehensive Offering Memorandum to solicit potential purchasers. f. Reuveni advertised the Property's offering for sale on the following public syndicated marketing channels: Co-Star and Loopnet. g. Reuveni advertised the Property's offering for sale on the following social media outlets belonging to Reuveni: LinkedIn, Instagram, and Facebook. h. Reuveni executed an email marketing campaign, advertising the Property to thousands of email addresses enrolled on Reuveni's distribution list. i. Reuveni conducted upwards of fifty (50) informational telephone calls relating to the marketing of the Property. 487I-0 I69-0479.I FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 j. Reuveni identified and engaged, via email and telephone calls, potential cooperating brokers with experience selling properties in the vicinity of the Property and/or properties of similar building classes in the New York metropolitan area. k. Reuveni identified and contacted more than (20) non-profit organizations and institutions within the surrounding neighborhoods via email, hand delivery of marketing collateral, and telephone calls. Reuveni alerted these groups that the Property was being offered for sale and may be conducive for their use. 1. Reuveni responded to over forty (40) inquiries in reference to the Property and provided information as requested. m. Reuveni maintained a record of all parties contacted with regards to the Property's offering for sale. n. Reuveni conducted over twenty (20) tours of the premises to potential purchasers. 0. Reuveni solicited eight (8) good faith bids from potential purchasers, initially ranging from 7,500,000 to $12,250,000 between December 2021 and January 2022. (Annexed hereto are true and correct redacted copies of the Letters of Intent and/or written offers received for the Property). p. Four bidders increased their offers considerably, including up to $12,900,000 by the end of January 2022. See Id. q. Reuveni provided expert negotiation support to the Property Owner and navigated negotiations on their behalf in cooperation with the Property Owner's counsel. 4871-0169-0479.1 FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 r. Through on-going communications and negotiations with all bidders Reuveni was able to create a sense of demand and urgency among the bidders and maximize/increase offers well beyond the original asking price of $12,500,000. s. in April, 2022, Reuveni was able to solicit a ninth (9) good faith bid, of $13,250,000.00. Id. t. Ultimately, through negotiations, by May 2022, Reuveni identified the top bidder for the Property, leading to the execution of a purchase and sale agreement on May 20, 2022, at a price of $14,000,000. Id. It is Reuveni's opinion that the methods used to identify a purchaser for the Propetty were reasonable, equitable, and in line with the agreed upon expectations of the Property Owner and that the purchase price of $14,000,000 represents fair market value as of the date the purchase contract was negotiated and signed in May 2022. Dated: July 24, 2023 REUVENI, LL S o euv Presi nt and CEO Swfo to before me this ]L day of July 2023 ublic - Sta e of New York Notary LlLI JANE MARTINEZ IGNACIO Notary Public, State of New York Reg. No 011G0002010 Qualified in New York County Commission Expires February 27 2027 4871-0169-0479.1 FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 Bidder 1, Letter of Intent 1 December 1, 2021 VIA E-MAIL: RE: 23-25 West 106th Street New York, NY 10025 (the “Property”) Dear This correspondence shall constitute Letter of Intent (“LOI) which outlines the terms and conditions under which and/or its successors or assigns (“Buyer” or intends to enter into a definitive written Agreement to acquire all rights, title and interest in the Property. Purchase Price Buyer and Seller shall enter into a purchase and sale agreement whereby the fee interest is transferred for a total Purchase Price of $SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000. USD) (“Purchase Price”), and shall be payable in All Cash at Closing. Terms of Sale: Escrow Deposit $250,000 Initial Soft Deposit. An $250,000 Additional Deposit will be made 5 days after Attorney General Approval which then all $500,000 will become Non-Refundable. Total Balance at Closing $7,000,000 Escrow: Upon the full execution of an agreed upon Purchase & Sale Agreement, Purchaser shall provide a $250,000 refundable “soft” deposit into an escrow account with upon the third (3rd) business day following the effective date of an executed Purchase and Sale Agreement. After attorney general approval an additional $250,000 deposit will be made into the escrow account, the total $500,000 deposit is nonrefundable at that point. The Deposit, together with any interest earned thereon, will be applied against the Purchase Price at Closing. If attorney general approval is not granted the original deposit of $250,000 will be returned to buyer at no additional charge. Closing: The closing will take place 60 days after attorney general approval. At closing, Seller shall pay recording stamps and all other items customarily paid by sellers in the state in which the Property is located. Purchaser shall pay for items that are custom in the city and state of the Property. Each party shall pay its own legal fees. Purchase & Sale Agreement: Purchaser and Seller shall use reasonable and good faith efforts to finalize negotiations of a Purchase and Sale Agreement within 10 business days following FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 Bidder 1, Letter of Intent 1 the effective date of the LOI. Except as set forth below, no terms of this LOI shall be binding on either party, and all legal commitments and obligations, if any, will arise only from the Purchase and Sale Agreement. Exclusivity: It is acknowledged that upon full execution of this letter the Seller will negotiate exclusively with Purchaser and not negotiate with any other party for the sale of the Property for a period of thirty (30) days. The Exclusivity Period is an obligation of the Seller and shall apply for thirty days. Brokers/Agents: Each of Seller and Purchaser represents and warrants to the other that it has not dealt with any broker or agent, other than the person or company this letter is addressed to, in connection with this transaction, and shall indemnify the other party and its affiliates, successors and assigns and hold them harmless from and against any claims made by any broker claiming to have dealt with such party. The Purchaser is We are familiar with the Property and surrounding areas. If the foregoing is acceptable to the Seller, please have an authorized officer sign and return a duplicate original copy of this LOI. This letter will become effective as of the date of their signature. This letter will expire at 5:00pm Eastem Standard Time ten (10) business days from the date hereof, if prior to that time we have not received a fully executed counterpart of this letter. References, as well as a letter from a major financial institution confirming availability of sufficient liquid assets/funds would be fumished upon your acceptance of our offer. For more information on our company and recent acquisitions, please refer to our website at If you have any question(s), please do not hesitate to contact me. Cordially, AGREED TO AND ACKNOWLEDGED ON THE DAY OF , 2021: By: Name: Title: FILED: NEW YORK COUNTY CLERK-Bidder 2, Increased 08/28/2023 Offer 06:53 PM INDEX NO. 158537/2023 Fwd. 106th Street Closing Expectations / Clarity Reuveni Real Estate Mail NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 to Shlomi Hi Shlomi, Yes,$14M and the buyer will be paying th mmission.I believe the only materialitem was threading the needleon the occupancy portion is flexible on dosing post AG approva Pleaseadvise, we are availableas needed. Best, Frorn: ShlomiReuveni Sent: Wednesday,May4, 2022 9:12AM To: Ce: Subject: [EXTERNAL]RE: 106thStreet-Closing Expectations/ Clarity Good momin will be speakingwith ownersand their attny today. Confirmingheredetails of your email below- 14M, commissionto JLL paid by buyer. Also, I do not knowwhat may still be outstanding(notagreed to) on the contractterms, this includesclosingdate, I will discussthat with ownersas well. REUVENI E E A L E ST A T E SHLOMI REUVENAPRE SIDE NT & CEO Licensed Real Estate Broker FILED: NEW YORK COUNTY CLERKBidder 08/28/2023 06:53 PM INDEX NO. 158537/2023 2, Letter of Intent 1 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 December 12th, 2021 VIA Email This letter of intent is not intended to be, nor shall it be construed as a commitment to purchase real estate and is subject to, among other things, the completion of purchaser's due diligence and review procedures customary for transactions of this nature. This LOI does not set forth all of the material terms necessary for any transaction contemplated hereunder and additional terms shall be set forth in the definitive purchase documents. As part of the purchase process, we shall engage our legal counsel and we may commission an appraisal, environmental, structural, zoning, title and other surveys, inspections and reports. We will engage such firms to perform inspections and reports as we shall determine. Subject Property: 23–25 W 106th street, New York NY 11368 Purchase Price: $10,700,000 Closing: 60 days Contract Deposit: 10% hard Diligence: Subject to clean environmental and title Occupancy: Premises to be delivered vacant Proof of Funds: Available upon request Attorney: If the above terms and conditions are acceptable to you then kindly send a contract to my attorney above. Best, FILED: NEW YORK COUNTY CLERKBidder 2, Letter of Intent 08/28/2023 2 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 January 24th, 2021 VIA Email This letter of intent is not intended to be, nor shall it be construed as a commitment to purchase real estate and is subject to, among other things, the completion of purchaser's due diligence and review procedures customary for transactions of this nature. This LOI does not set forth all of the material terms necessary for any transaction contemplated hereunder and additional terms shall be set forth in the definitive purchase documents. As part of the purchase process, we shall engage our legal counsel and we may commission an appraisal, environmental, structural, zoning, title and other surveys, inspections and reports. We will engage such firms to perform inspections and reports as we shall determine. Subject Property: 23–25 W 106th street, New York NY 11368 Purchase Price: $11,600,000 Closing: 30 days after AG approval Contract Deposit: 10% hard at contract execution Diligence: Subject to clean environmental and title Occupancy: Premises to be delivered vacant Available upon request Proof of Funds: Attorney: If the above terms and conditions are acceptable to you then kindly send a contract to my attorney above. Best, FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 Bidder 3, Letter of Intent 1 Dec 17, 2021 VIA E-MAIL The August Aichorn Center for Adolescent Residential Care INC 23 West 106 Street New York, NY 10025 Re: 23-25 West 106 Street, New York, NY 10025 Ladies and Gentlemen: on behalf of itself or its designee (including any assignee the is pleased to communicate its interest in the above- thereof, "Purchaser"), acquiring referenced properties (the "Property") from The August Aichorn Center for Adolescent Residential Care INC (the "Seller") on the following terms: 1. The purchase price for the Property would be $11,200,000.00, payable as follows: (a) $500,000.00 as a contract deposit in cash, to be held in an interest bearing attomey's escrow account pending the closing; and (b) The balance of the purchase price would be payable in good certified or bank check, or via wire transfer of funds at the Closing. 2. Each party represents and warrants to the other that it has not engaged any broker, consultant, fmder or like agent who might be entitled to a commission or compensation with respect to the proposed transaction described in this letter, a contract of sale or otherwise relating to the proposed purchase of the Property; with respect to the Buyer & Shlomi Reuveni of Reuveni Real Estate to the Seller (the "Broker"). Seller shall pay the commissions (if any) due to Broker with respect to the proposed transaction pursuant to a separate agreement. 3. The closing shall take place on or about the date which is Sixty (60) days after the date that is the last day of the Due Diligence period. 4. Seller shall promptly provide all leases and other documentation relating to the Seller and/or the Property as reasonably requested by Purchaser, including, FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/28/2023 Bidder 3, Letter of Intent 1 without limitation (i) copies of all leases and other occupancy agreements affecting the Property and all amendments and other documents relating thereto; (ii) all filings with the DHCR or other relevant agencies; (iii) proof of filing with the Rent Stabilization Association, if applicable; (iv) a current rent roll and arrears report for the Property, and a rent history for the Property; (v) copies of the accountants' financial statements and tax retums for three (3) years and the work papers therefor; (vi) a copy of all management and other third party service contracts for the Property; (vii) a list of any ongoing litigation between seller and tenants or other parties related to the Property; (viii) the most recent survey for the Property; and (ix) any environmental reports, structural reports or Property condition reports in Seller's possession or control (collectively, the "Evaluation Materials"). In addition, Seller shall provide Purchaser and Purchaser's designees with written authorization addressed to the applicable agency to review DHCR filings and registration related to the Property and such other filings and/or registration related to the Property as may be reasonably requested by Purchaser. 5. Purchaser and Purchaser's designees may, from time to time, enter onto and inspect the Property, subject to the followmg: (a) Purchaser shall give at least two days' (2) business prior notice of Purchaser's request to inspect the Property, (b) Purchaser and Purchaser's designees shall not disturb the use and occupancy by the tenants, and (c) Purchaser and Purchaser's designees shall conduct such inspection of the Property in a manner so as not to cause damage, loss, cost or expense to Seller or the Property and shall promptly restore the Property to its condition immediately preceding such inspection. 6. Seller and Purchaser shall negotiate with each other for the sale of the Property by Seller to Purchaser and, during such period, shall endeavor (i) to agree upon all terms and conditions of and (ii) to execute and deliver a contract of sale containing the terms and conditions set forth in this letter and such other material terms and conditions as shall be negotiated and agreed by Seller and Purchaser. Neither party shall have any obligation to agree to any particular terms or conditions relatmg to the sale of the Property. The parties acknowledge that either party shall have the absolut