Trinity Place Holdings Inc

DEF 14A 1 tm242198-2_def14a.htm DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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340 Madison Avenue, Suite 3C

New York, New York 10173

(212) 235-2191

January 30, 2024

Dear Stockholders,

We are soliciting consents from the holders of the common stock, par value $0.01 per share (CUSIP No. 89656D101) (the “Common Stock”) of Trinity Place Holdings Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”) to (i) adopt resolutions authorizing the (x) Stock Purchase Agreement, dated as of January 5, 2024, as amended on January 30, 2024 (the “Stock Purchase Agreement”), by and among the Company, TPHS Lender LLC, a Delaware limited liability company and the lender under the Company’s corporate credit facility (the “Company Investor”) and TPHS Investor LLC, a Delaware limited liability company and an affiliate of Company Investor (the “JV Investor”, and together with the Company Investor, the “Investor”), pursuant to which the Company Investor will be issued 25,112,245 shares of Common Stock of the Company (the “Investor Shares”) in accordance with the terms and conditions of the Stock Purchase Agreement, (y) amended and restated limited liability company operating agreement of TPHGreenwich Holdings LLC (the “JV”) to be entered into by the Company and the JV Investor (the “JV Operating Agreement”) at the closing of the transactions contemplated by the Stock Purchase Agreement, pursuant to which the JV Investor will be appointed the initial manager of, and acquire a five percent (5%) interest in, the JV, which JV will continue to own, indirectly, all of the real property assets of the Company upon the consummation of the transactions contemplated by the Stock Purchase Agreement and the JV Operating Agreement, and which JV will initially hire a newly formed wholly-owned subsidiary of the Company to act as asset manager for the JV for an annual management fee (collectively, the “Transactions”), and (z) Transactions contemplated thereby, which Transactions may be deemed to be a sale, lease or exchange of all or substantially all of the property and assets of the Company within the meaning of Section 271 of the Delaware General Corporation Law (the “Joint Venture Proposal”) and (ii) approve the issuance of the Investor Shares to the Investor in accordance with the terms and conditions of the Stock Purchase Agreement, which may be required to comply with (x) Section 713(a) and (y) Section 713(b) of the NYSE American LLC Company Guide (the “Issuance of Common Stock Proposals” and together with the Joint Venture Proposal, the “Stockholder Proposals”).

Our Board of Directors (“Board”) has approved the Stock Purchase Agreement, the JV Operating Agreement and the Transactions, subject to the approval of the Company’s stockholders, and considers the above-referenced actions to be desirable to increase the liquidity of the Company and provide the Company additional time and an enhanced structure to explore other potential strategic alternatives. Our Board of Directors recommends that you provide your written consent “FOR” the Stockholder Proposals.

The consent solicitation statement (the “Consent Solicitation Statement”) accompanying this letter contains important information about the above referenced actions for which we are seeking your consent. You are urged to read the accompanying consent solicitation statement carefully and in its entirety.

Your vote is important no matter how large or small your holdings in the Company may be. Although the Board has approved the Stockholder Proposals, an affirmative vote of the Company’s stockholders holding a majority of the outstanding Common Stock is being sought to authorize and adopt the Stockholder Proposals. Stockholders of record as of the record date of January 2, 2024 are requested to complete, date and sign the enclosed written consent solicitation form and to return it promptly on or before February 16, 2024 (or such later date as the Board may determine, with the consent of the Investor) (the “Consent Deadline”) to ensure that their votes are counted with respect to the Stockholder Proposals. If we obtain the required number of consents prior to the Consent Deadline, our Board of Directors may decide to proceed with effecting any of the Stockholder Proposals prior to the Consent Deadline.

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If you have any questions about voting of your shares, please contact the Company’s proxy solicitor, D.F. King & Co., Inc., toll-free at (800) 628-8532.

Thank you for your investment and continued interest in Trinity Place Holdings Inc.

Sincerely,

/s/ Matthew Messinger

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Matthew Messinger

President and Chief Executive Officer

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Consent Solicitation Statement may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and information relating to us that are based on the beliefs of management as well as assumptions made by and information currently available to management. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “may,” “will,” “expects,” “believes,” “plans,” “estimates,” “potential,” or “continues,” or the negative thereof or other and similar expressions. In addition, in some cases, you can identify forward-looking statements by words or phrases such as “trend,” “potential,” “opportunity,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including among others: (i) the risk that the Transactions are not successfully or timely consummated, including the risk that the approval of the stockholders of the Company is not obtained or other closing conditions are not satisfied or waived; (ii) the ability of the Company to successfully identify and consummate a TopCo Strategic Transaction (defined below) following the consummation of the Transactions; (iii) the outcome of any legal proceedings that may be instituted against the Company or others following the announcement of the proposed Transactions and any definitive agreements with respect thereto; (iv) the ability to meet stock exchange listing standards at or following the consummation of the proposed Transactions; and (v) the risk that the proposed Transactions disrupt current plans and operations of the Company as a result of the announcement and consummation of the proposed Transactions. In evaluating such statements, you should specifically consider the risks identified under the section entitled “Risk Factors” in our 2022 Annual Report for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023, under the section entitled “Risk Factors” and our subsequently filed Quarterly Reports on Form 10-Q, and the risks and uncertainties described in subsequent filings with the SEC, any of which could cause actual results to differ materially from the anticipated results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those contemplated by any forward-looking statements. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere described in our 2022 Annual Report and other reports filed with the SEC. All forward-looking statements speak only as of the date hereof, and we assume no obligation to update any forward-looking statements, except as required by law.

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CONSENT SOLICITATION STATEMENT

This consent solicitation statement (the “Consent Solicitation Statement”) contains information as of

January 30, 2024 unless otherwise stated.

GENERAL INFORMATION

We are soliciting consents from the holders of the common stock, par value $0.01 per share (the “Common Stock”) of Trinity Place Holdings Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”) to (i) adopt resolutions authorizing the (x) Stock Purchase Agreement, dated as of January 5, 2024, as amended on January 30, 2024 (the “Stock Purchase Agreement”), by and among the Company, TPHS Lender LLC, a Delaware limited liability company and the lender under the Company’s corporate credit facility (the “Company Investor”) and TPHS Investor LLC, a Delaware limited liability company and an affiliate of Company Investor (the “JV Investor”, and together with the Company Investor, the “Investor”), pursuant to which the Company Investor will be issued 25,112,245 shares of Common Stock of the Company (the “Investor Shares”) in accordance with the terms and conditions of the Stock Purchase Agreement, (y) amended and restated limited liability company operating agreement of TPHGreenwich Holdings LLC (the “JV”) to be entered into by the Company and the JV Investor (the “JV Operating Agreement”) at the closing of the transactions contemplated by the Stock Purchase Agreement (the “Closing”), pursuant to which the JV Investor will be appointed the initial manager of, and acquire a five percent (5%) interest in, the JV, which JV will continue to own, indirectly, all of the real property assets of the Company upon the consummation of the transactions contemplated by the Stock Purchase Agreement and the JV Operating Agreement, and which JV will initially hire a newly formed wholly-owned subsidiary of the Company to act as asset manager for the JV for an annual management fee (collectively, the “Transactions”), and (z) Transactions contemplated thereby, which Transactions may be deemed to be a sale, lease or exchange of all or substantially all of the property and assets of the Company within the meaning of Section 271 of the Delaware General Corporation Law (the “DGCL”, and such proposal, the “Joint Venture Proposal”) and (ii) approve the issuance of the Investor Shares to the Investor in accordance with the terms and conditions of the Stock Purchase Agreement, which may be required to comply with (x) Section 713(a) and (y) Section 713(b) of the NYSE American LLC Company Guide (the “Issuance of Common Stock Proposals” and together with the Joint Venture Proposal, the “Stockholder Proposals”).

Solicitation of Consents

Our Board of Directors (“Board”) has elected to seek approval for the Stockholder Proposals by written consent (“Written Consent”) pursuant to Section 228 of the DGCL and the bylaws of the Company (the “Bylaws”) rather than calling a meeting of our stockholders. We are soliciting consents from all holders of the Company’s Common Stock as of the close of business on January 2, 2024 (the “Record Date”). Our Board does not intend to call a meeting of our stockholders to consider the Stockholder Proposals.

Holders of record of our Common Stock as of the Record Date are requested to return their Written Consents to Broadridge Financial Services, Inc. (“Broadridge”) by no later than 4:00 PM New York City Time on February 16, 2024 (or such later date as the Board may determine, with the consent of the Investor) (the “Consent Deadline”). Stockholder approval of the Stockholder Proposals will be deemed effective upon the Company receiving written affirmative consents from stockholders holding a majority of the outstanding Common Stock, provided that such Written Consents are received prior to the Consent Deadline. If we do not receive the required number of consents prior to the Consent Deadline, any consents provided will be deemed to have expired.

Stockholders wishing to provide their approval to any of the Stockholder Proposals should complete, sign and date the accompanying written consent form (the “Consent Form”) and return it in accordance with the instructions set out therein as soon as possible. Stockholders will be requested to indicate on their Consent

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Form whether they are “FOR”, “AGAINST” or “ABSTAIN” with respect to the approval of each of the Stockholder Proposals. Stockholders that sign and return a Consent Form but do not indicate a choice on that Consent Form with respect to any of the Stockholder Proposals will be deemed to have consented “FOR”the approval of such action.

If the shares of Common Stock to which a Consent Form relates are held by two or more joint Registered Holders, each such Registered Holder must sign the Consent Form. If a signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Registered Holder acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to us of such person’s authority to act on behalf of the Registered Holder. If shares of Common Stock are held in different names, a separate Consent Form must be executed covering each name.

If a Consent relates to fewer than all of the shares of Common Stock held of record as of the Record Date by the Registered Holder providing such Consent, such Registered Holder must indicate on the Consent Form the aggregate number of shares of Common Stock to which the Consent Form relates. Otherwise, the Consent Form will be deemed to relate to all of the shares of Common Stock registered in the name of the Registered Holder.

Vote Sought to Authorize and Adopt the Stockholder Proposals

In order for any or all of the Stockholder Proposals to be authorized and adopted, Registered Holders (defined below) holding greater than 50% of the total number of shares of our Common Stock outstanding on the Record Date must provide their Written Consent to the Stockholder Proposals. Each share of our Common Stock is entitled to one “vote” for every share of our Common Stock held of record on the Record Date.

Entitlement to Provide Consent

At the close of business on the Record Date, there were 38,444,787 shares of Common Stock outstanding (CUSIP No. 89656D101).

Only registered holders of record of our Common Stock (“Registered Holders”) on the Record Date are entitled to vote by submitting their Written Consent with respect to any or all of the Stockholder Proposals. Registered Holders of our Common Stock are entitled to one (1) “vote” for every share of Common Stock held of record as of the Record Date. Stockholders entitled to vote by submitting their Written Consent may do so by completing, signing and returning their Consent Form in the manner described under “Solicitation of Consents”.

Holders of our Common Stock that hold their shares through an intermediary such as a broker, custodian, commercial bank, trust company or other nominee (an “Intermediary”) will likely not be the holder of record of those shares of Common Stock (a “Non-Registered Holder”). Non-Registered Holders will not be eligible to directly vote or consent to any of the Stockholder Proposals. Instead, it is likely that the Intermediary is the stockholder of record of those shares of Common Stock that are beneficially owned by you. Persons holding shares Common Stock through an Intermediary should contact their Intermediary to inquire as to how to instruct the Intermediary to consent, withhold consent or abstain to the Stockholder Proposals on your behalf. If a holder of our Common Stock requests a printed copy of the consent materials by mail, such holder’s broker will provide a Consent Form for the holder to use.

Under the DGCL, Written Consents will remain in effect until a sufficient number of Written Consents are received by us to take the actions proposed herein; provided, however, that we must receive a sufficient number of Written Consents to take the actions proposed herein within 60 days of the first date that a Written Consent is delivered to the Company in accordance with the DGCL.

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How to Vote

Stockholders may generally vote by one of the following methods:

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By Mail. You may vote by signing, dating and returning your Written Consent in the enclosed pre-addressed envelope; or

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By Methods Listed on the Written Consent. Please refer to your Written Consent or other information provided by your bank, broker, nominee or other stockholder of record to determine whether you may vote electronically on the internet, and follow the instructions on the Written Consent or other information provided to the stockholders of record.

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If you hold your shares through a broker, bank or other nominee, you are considered the owner of beneficial interests in the Shares (a “beneficial owner”), and your broker is the holder of record. Stockholders should have received instructions on how to vote from your broker, bank or other nominee. Please follow their instructions carefully. You have the right to direct your broker as to how to vote your Shares. If you request a printed copy of the consent materials by mail, your broker will provide a Written Consent for you to use.

If you have any questions about this Consent Solicitation Statement, the Stockholder Proposals or the Transactions, or if you need additional copies of this Consent Solicitation Statement or the enclosed Consent Form, you should contact:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Telephone: (800) 628-8532

E-mail: TPHS@dfking.com

Accessing Consent Solicitation Statement Electronically

Stockholders can view this Consent Solicitation Statement on the internet at www.proxyvote.com.

Revocation of Consents

You may revoke your consent at any time before the earlier of the Consent Deadline and the date on which we receive enough Written Consents to approve any of the Stockholder Proposals. If you are a Registered Holder and you wish to revoke your previously given consent, you may do so by casting another vote by mail or online prior to the Consent Deadline (or such date on which we receive enough Written Consents to approve the Stockholder Proposals) or contacting Broadridge by telephone at its toll-free number at 1-800-690-6903, and following their instructions with respect to the revocation of your consent.

If you are a Non-Registered Holder and you wish to revoke your previously given consent, you must contact your Intermediary and follow the instructions provided by them to revoke your consent.

Appraisal Rights

No dissenters’ or appraisal rights are available under the DGCL or under our Certificate of Incorporation, as amended, as a result of the corporate action referenced herein. This means that no stockholder is entitled to receive any cash or other payment as a result of, or in connection with the corporate action, even if a stockholder has not been given an opportunity to vote.

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Costs of the Solicitation

This solicitation of consents is being made by our Board and we are bearing the costs of such solicitation, including the preparation, printing and mailing costs associated with this solicitation. Written Consents will be solicited primarily through the mails. However, our directors, officers and employees may solicit Written Consents personally or by telephone or other means. Arrangements will be made with brokerage firms and other custodians, nominees and fiduciaries to forward these consent solicitation materials to stockholders who own shares of our Common Stock through such brokerage firms and other custodians, nominees and intermediaries. We will reimburse such brokerage firms and other custodians, nominees and intermediaries for reasonable out-of-pocket expenses incurred in connection therewith. We may also pay for and utilize the services of outside individual or companies that we do not regularly employ in connection with the solicitation of consents for the Stockholder Proposals if our management determines that the engagement of such persons is advisable.

The Company has also engaged the services of D.F. King & Co., Inc. for a fee of approximately $15,000, plus reimbursement of expenses, to assist in the solicitation of Written Consents.

Notice Regarding DGCL Ratification

In connection with preparing for the solicitation of stockholder approval of the Transactions, the Company learned that the record date of January 2, 2024, which was fixed by the Board on December 21, 2023, was inconsistent with Section 213(b) of the DGCL because the January 2nd record date was more than ten days after the December 21st date that the Board adopted the resolution fixing the record date. To eliminate any uncertainty regarding the validity of the record date, on January 30, 2024 the Board approved the ratification of the record date under Section 204 of the DGCL. The public filing of this document with the Securities and Exchange Commission constitutes the notice required to be given under Section 204 of the DGCL in connection with the ratification described above. As a result of this ratification, any claim that the record date is void or voidable due to the failure of authorization described above, or that the Delaware Court of Chancery should declare in its discretion that this ratification not be effective or be effective only on certain conditions, must be brought within 120 days from January 30, 2024, which is the date on which this document is being publicly filed with the Securities and Exchange Commission.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of January 2, 2024 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding.

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Represents less than 1% of the shares outstanding.

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(1)

The business address of the individuals named in this table is c/o Trinity Place Holdings Inc., 340 Madison Avenue, Suite 3C, New York, New York 10173.

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(2)

As of January 2, 2024, a total of 38,444,787 shares of Common Stock were outstanding.

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(3)

Does not include 265,348 shares of Common Stock issuable upon the settlement of RSUs that vested on January 1, 2024.

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(4)

Includes 21,995 shares issued upon settlement of vested RSUs on January 2, 2024.

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(5)

Includes 5,440 shares issued upon settlement of vested RSUs on January 2, 2024.

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(6)

Includes 611,975 shares of Common Stock issuable within 60 days of January 2, 2024 in accordance with the terms of the Company’s Non-Employee Director’s Deferral Program (the “Deferral Plan”).

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(7)

Includes 76,120 shares issuable on January 2, 2024 as director compensation.

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(8)

Includes 22,270 shares of Common Stock issuable within 60 days of January 2, 2024 in accordance with the terms of the Company’s Deferral Plan, and 88,241 shares issued on January 2, 2024 as director compensation.

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(9)

Includes 81,418 shares issued on January 2, 2024 as director compensation.

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(10)

Includes 616,323 shares of Common Stock issuable within 60 days of January 2, 2024 in accordance with the terms of the Company’s Deferral Plan.

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(11)

Includes 75,742 shares issued on January 2, 2024 as director compensation.

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(12)

Includes 1,250,568 shares of Common Stock issuable within 60 days of January 2, 2024 in accordance with the terms of the Company’s Deferral Plan, 27,435 shares issued upon settlement of vested RSUs on January 2, 2024 and 76,120 shares issuable on January 2, 2024 as director compensation, all of which are not included in the number of shares of Common Stock outstanding as of January 2, 2024.

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(13)

MFP Investors LLC is the general partner of MFP Partners, L.P. Jennifer Cook Price is managing director of MFP Partners, L.P. and managing member and managing director of MFP Investors LLC. The address of MFP Partners, L.P. is 909 Third Avenue, 33rd Floor, New York, NY 10022.

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(14)

Includes 4,909,472 shares of Common Stock held by Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund and 218,314 shares of Common Stock held by GemCap Investment Funds plc, on behalf of Third Avenue Real Estate Value Fund (UCITS). Third Avenue Management LLC is a registered investment advisor that acts as an adviser to clients including GemCap Investment Funds plc, on behalf of Third Avenue Real Estate Value Fund (UCITS), and Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund. GemCap Investment Funds plc, on behalf of Third Avenue Real Estate Value Fund (UCITS), is an investment company incorporated under the Irish Companies Act 2014 and authorized by the Central Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011. Third Avenue Management LLC has sole voting and dispositive power over all of the shares. The chair of our audit committee, Joanne M. Minieri, was appointed to our Board of Directors by Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund, but is not a representative of Third Avenue Management LLC, GemCap Investment Funds plc, on behalf of Third Avenue Real Estate Value Fund (UCITS), or Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund. The address of Third Avenue Management LLC is 675 Third Avenue, New York, NY 10017.

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(15)

All information regarding DS Fund I LLC (“DS Fund”) is based on information disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2017, as updated by stock ownership information provided to the Company by DS Fund. DS Fund is ultimately owned by Bharat Desai and Neerja Sethi through an intervening limited liability company, DS Investco LLC. The address of DS Fund is 1001 Brickell Bay Dr., Suite 3102A, Miami, FL 33131.

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Company Overview

The Company is a real estate holding, investment, development and asset management company. The Company is the successor to Syms Corp. (“Syms”), which also owned Filene’s Basement, owners and operators of a chain of “off-price” retail stores under the “Syms” and “Filene’s Basement” names. In September 2012, the Syms Plan of Reorganization (the “Plan”) became effective and Syms and its subsidiaries consummated their reorganization under Chapter 11 through a series of transactions and emerged from bankruptcy. As part of those transactions, reorganized Syms merged with and into the Company, with the Company as the surviving corporation and successor issuer pursuant to Rule 12g-3 under Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In March 2016, we satisfied our final payment and reserve obligations under the Plan. In February 2018, the bankruptcy court entered the final decree pursuant to which the chapter 11 cases of the reorganized debtors were closed.

Following the bankruptcy, the Company owned commercial real estate and a variety of intellectual property assets focused on the consumer sector. Our business plan originally included the monetization of commercial real estate properties and a condominium the Company owned as of the effective date of the Plan, and the sale or development of 28-42 Trinity Place (77 Greenwich Street) in Lower Manhattan, referred to as “77 Greenwich” and also referred to herein as the “77G Property”). In the initial years following consummation

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of the Chapter 11 reorganization of Syms, the Company sold the substantial majority of its original properties and began development of 77 Greenwich. We subsequently acquired a newly built 105-unit, 12-story multi-family property located at 237 11 th Street in Brooklyn, New York (the “237 11 th” or the “237 11 th Property”), in May 2018, and, through joint ventures, a 50% interest in a newly constructed 95-unit multi-family property in Brooklyn, New York known as The Berkley in December 2016, and a 10% interest in a 234-unit multi-family property located at 250 North 10 th Street (“250 North 10 th Street”) acquired in January 2020, also in Brooklyn, New York. In order to raise capital, we sold our interest in The Berkley in April 2022, and our interest in 250 North 10 th Street in February 2023. See “Background of the Transactions — Adverse Developments in the Company’s Business and Markets” below for further discussion.

Currently, our largest asset is 77 Greenwich, which is a substantially complete mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. We also continue to own 237 11 th, as well as a legacy Syms property occupied by retail tenants in Paramus, New Jersey (the “Paramus Property”, and together with the 77G Property and the 237 11 th Property, individually referred to as a “Property” and collectively, the “Properties”). We also control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor Syms, including among others FilenesBasement.com. In addition, we had approximately $305.4 million of federal net operating loss carryforwards (“NOLs”) at September 30, 2023, as well as various state and local NOLs, which can be used to reduce our future taxable income and capital gains.

Background of the Transactions

Adverse Developments in the Company’s Business and Markets

As disclosed in its Exchange Act reports and filings, the Company has experienced a number of challenges over the past several years, in particular as it relates to its two largest assets, 77 Greenwich and 237 11 th, including among others the COVID-19 pandemic. In late December 2019, shortly before the pandemic, the Company entered into the CCF (defined below) with the Company Investor, a primary purpose of which was to take advantage of opportunities in the market at that time. The impact of the pandemic and other challenges was exacerbated by the Company’s small size relative to many of its competitors in the New York City real estate market.

77 Greenwich

The Company’s largest asset, 77 Greenwich, is a condominium development project. This type of asset does not generate profits until the completed condominium units are sold. Generally, the profit is generated from the sale of the last units of the project. The COVID-19 pandemic and related matters, including government actions and supply chain issues, delayed the completion date of 77 Greenwich, resulting in our needing to fund debt service, and condominium related carry costs, through a delayed and longer sellout period. In addition, shifts in residential consumer sentiment and changes to the broader and local economies have had a significant adverse impact on our business. More recently, world events, the economic downturn, regional bank failures, an unprecedented rapid increase in interest rates, tighter lending standards and a corresponding decrease in lending, volatility in stock market valuations, higher levels of inflation, and current financial market challenges have also materially adversely impacted our business. In addition, construction work is ongoing and there continue to be delays and issues the impact of which is not yet known, which may delay final completion. As a result, although we have sold approximately 42.2 % of the condominium units at 77 Greenwich, and the units that remain to be sold are larger, higher floor units, the timing of the sell-out has been materially impeded, resulting in a delayed repayment of the loan under the 77G Mortgage Loan Agreement (defined below) secured by the 77G Property and significantly greater than anticipated debt service costs associated with the 77G Mortgage Loan Agreement and the Mezzanine Loan Agreement (defined below) and a corresponding adverse impact on our financial condition.

237 11th

Following closing of the acquisition of 237 11 th in 2018, we identified water damage and other defects in apartment units and other property at 237 11 th resulting from construction defects which we believe were concealed by the prior ownership team and its general contractor. Accordingly, we submitted a notice of claim

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to our insurance carrier for property damage and business interruption (lost revenue). The insurance carrier subsequently disclaimed coverage for the losses and we filed a complaint against the carrier alleging that it breached the insurance policy by denying coverage. We also filed legal claims against the seller, its parent company, and the general contractor to recover damages arising from the defective construction of the building, including defects that resulted in water damage as well as other defects, and lost rents. In addition, the general contractor impleaded into that litigation several subcontractors who performed work on the property. Management expects to recover some portion of the cost incurred to repair the property, and lost rents, through the litigations and/or settlement negotiations with the seller, its parent company, the general contractor, the subcontractors, and the insurance carrier, although the amount of damages that may be recoverable in litigation and/or potential settlement negotiations are uncertain at this time, as is the timing of receipt of any such payments. The timing of any recovery has been adversely impacted by the COVID-19 pandemic, including the resulting backlog in the court system and slowdown in judicial proceedings. We have, from time to time, engaged in mediation with the seller, its parent company, the general contractor, and the third-party defendants impleaded by the general contractor to explore the possibility of settling the case involving those parties, but to date, we have not reached an agreement, and we continue to pursue all legal remedies. We expeditiously and completely corrected all defects, at our expense, incurring significant cash outflows for costs associated with these repairs and remediation, which commenced in September 2019 and were completed by December 31, 2021. In addition, we vacated substantially the entire building resulting in a material reduction in rental revenue for over 2 years. As a result, although the property is now fully leased, the significant increased costs to remediate the defects and the significant lost revenue also had an adverse impact on our financial condition.

Liquidity and Going Concern

Beginning with its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, the Company has disclosed the uncertainty as to its ability to continue as a going concern as a result of the potential inability to pay its outstanding debt as it becomes due, and the Company’s independent auditor’s report for the fiscal year ended December 31, 2022 included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, and that absent additional financing and debt modifications the Company may be unable to remain a going concern. In its most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company disclosed that its cash and cash equivalents will not be sufficient to fund the Company’s operations, debt service, amortization and maturities and corporate expenses beyond the next few months, unless the Company is able to both extend or refinance or otherwise resolve its maturing debt and also raise additional capital or enter into a strategic transaction.

We have generated limited revenues and had negative cash flow from operations since our formation, and the development of the Company’s business plan required substantial capital for new investments and operating expenses. For the first 5-6 years subsequent to the emergence from bankruptcy, the Company was able to successfully execute on its business plan, but the challenges in the credit and equity capital markets in recent years have had an adverse impact not only on its financial condition but also on its stock price and its ability to raise equity capital and property level debt. Because the Company historically generated losses, it was dependent on its ability to raise capital at acceptable prices and rates in order to implement its business plan. As a result, the Company’s cash position has decreased in recent years. While the Company was able to raise capital in recent years through the sale of assets, namely its joint venture interests in The Berkley, which resulted in net proceeds of approximately $8 million, and 250 North 10 th, which resulted in net proceeds of approximately $1.2 million, and to a lesser extent through a private placement and rights offering of Common Stock, and additional borrowings under its CCF, the amounts raised have not been sufficient to overcome the challenges associated with the factors above.

Uncertainty Over the Company’s Financial Outlook.

As of the date hereof, we were in default under (i) the Master Loan Agreement (the “77G Mortgage Loan Agreement”), dated as of October 22, 2021 by and between TPHGreenwich Owner LLC (the “77G Owner”) and MPF Greenwich Lender LLC (as successor-in-interest to Macquarie PF Inc.), as lender and administrative agent (the “77G Mortgage Lender”), (ii) the Mezzanine Loan Agreement (the “Mezzanine Loan Agreement”, and the loan under such agreement, the “Mezzanine Loan”) dated as of December 22, 2020 by and between the Company and TPHS Lender II LLC, an affiliate of the Investor (the “Mezzanine Lender”),

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and (iii) the Corporate Credit Agreement (the “CCF”) dated as of December 19, 2019 by and between the Company and the Company Investor, as initial lender and as administrative agent. Approximately $197.3 million in the aggregate was outstanding under these agreements as of December 31, 2023, inclusive of approximately $31.7 million of accrued interest.

As of December 31, 2023, the Company had approximately $320,000 of unrestricted cash. As such, we do not have sufficient liquidity to repay the indebtedness under the 77G Mortgage Loan Agreement, the Mezzanine Loan Agreement, or the CCF, or to operate for more than the next few months, giving effect to the additional $375,000 expected to be funded pursuant to the additional incremental term loans under our CCF on or about the date of submission of these consent solicitation materials.

The Company has entered into forbearance agreements with each of the lenders under their respective facilities, pursuant to which the lenders agreed to forbear from exercising their rights and remedies under their facilities with respect to the Company and/or its subsidiaries’ failure to make payments or achieve other milestones required thereunder (the “Forbearance Periods”). Most recently, the 77G Mortgage Lender notified the Company that it had elected to extend the Forbearance Period from December 20, 2023 to January 31, 2024, provided that such extended period shall only apply to the extent the Company has submitted on or prior to January 5 the preliminary consent solicitation with the SEC for stockholder approval of the transaction between the Company and Investor and provided the lender with reasonably acceptable evidence; the 77G Mezzanine Lender notified the Company that it had elected to extend the Forbearance Period from December 31, 2023 to January 31, 2024, provided that such extended period shall only apply to the extent the 77G Mortgage Lender is forbearing pursuant to the terms of its December 20 extension letter, and, for so long as the Forbearance Period with the 77G Mezzanine Lender is continuing, the lender under the CCF agreed that no event of default under the CCF shall be deemed to have occurred as a result of the forbearance defaults. The lenders will have the right, following the expiration of their respective Forbearance Periods, to exercise their rights and remedies with respect to such defaults. In such event, the lenders could demand immediate repayment of the outstanding borrowings, terminate the facilities and seek to foreclose on the assets securing the loans, among other remedies. The exercise of any such rights and remedies by the 77G Mortgage Lender or the Mezzanine Lender may also trigger claims by purchasers under signed residential unit contracts at 77 Greenwich to rescind such contracts or an order from the New York State Department of Law to make an offer of rescission.

Background to the Transactions Contemplated by the Stock Purchase Agreement

As previously disclosed, Company management has engaged from time to time with various parties who have expressed interest in the Company’s assets and attributes and the Company has considered potential strategic transactions including acquisitions, dispositions, financings and refinancings.

On September 9, 2022, the Company announced that it had entered into an exclusivity period with an unaffiliated asset manager during which time the parties attempted to negotiate and execute binding documents which would call for refinancings at improved economic terms reflecting the reduced risk profile of the Company, and the availability of new cash and financings for the purpose of making a substantial investment in one or more mutually approved new business opportunities that may activate certain Company attributes. The exclusivity period ended and negotiations did not result in a transaction. The Company continued to explore potential strategic transactions.

On February 7, 2023, the Board held a meeting at which the board observer appointed in accordance with the terms of the CCF by the Company Investor, as lender under the CCF (the “Board Observer”), members of Company management and a representative of Kramer Levin Naftalis & Frankel LLP, the Company’s corporate legal counsel (“Kramer Levin”) were present. At the meeting, management discussed with the Board the cash position of the Company, and that the Company was pursuing a refinancing of 237 11 th despite the challenges in the current debt markets, the upcoming maturity of the loan under the 77G Mortgage Loan Agreement in October 2023, and that an extension seemed unlikely, and also the continuing efforts to sell the Paramus Property, which had been under contract for sale but the agreement was terminated by the buyer in January 2023. Management also provided the Board with an update on the Company’s pursuit of a strategic transaction and related discussions with third parties.

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On February 27, 2023, the Board held a meeting at which members of Company management and a representative of Kramer Levin were present. At the meeting, management discussions with the Board included the Company’s liquidity, upcoming cash payment obligations and discussions with lenders.

On March 14, 2023, the Board held a meeting at which the Board Observer, members of Company management and a representative of Kramer Levin were present. At the meeting, management discussed with the Board, among other topics, near term actions that could be taken to preserve the maximum amount of cash in order to provide the maximum amount of time for a strategic process, as well as further discussion regarding the potential sale of 237 11 th and the Paramus Property.

On March 20, 2023 and March 21, 2023, the Company entered into engagement letters with Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) and Ackman-Ziff Real Estate Capital (“AZ” and together with Houlihan Lokey, the “Advisors”), pursuant to which the Company engaged the Advisors to provide financial advisory and/or placement agent services to the Company in connection with its strategic review process and to assist the Company in identifying and evaluating potential strategic alternatives, including securing an equity and/or debt financing of the Company, refinancing of existing debt, and/or a sale or merger or reverse merger of the Company. At that time the Company was also in discussions with its lenders regarding the deferment of upcoming interest, amortization and other payment obligations for the period ending March 31, 2023 and going forward, and was exploring a refinancing of the debt in respect of 237 11 th.

Our Advisors conducted an extensive strategic review process in the spring and through the summer of 2023, which included reaching out to more than 100 potential counterparties, which resulted in the Company executing non-disclosure agreements and having varying levels of information exchange with 35 parties. The outreach process is ongoing.

On April 20, 2023, the Board held a meeting at which the Board Observer and an additional principal of an affiliate of the Investor, members of Company management, a representative of Kramer Levin and representatives from the Advisors were present. Discussion at the meeting included matters relating to the strategic process, cash preservation and various potential paths that could evolve depending on actions taken by the 77G Mortgage Lender, cash needs and the outcome of the strategic process.

On April 21, 2023, the Company entered into a sixth amendment to the CCF, pursuant to which the Company reached agreement with Investor, as the lender under the CCF, regarding, among other things, the deferment of cash interest payments and a $7 million prepayment until August 31, 2023, subject to extension in certain circumstances, which also provided that the Company will enter into a strategic transaction that results in the repayment of the CCF or prepay the CCF by $5 million from equity proceeds by such date. Under the amendment, the Company Investor was also granted the right to appoint an independent director to the Company’s Board of Directors, in addition to its existing right to appoint a director or Board observer.

On April 27, 2023, the Paramus Owner entered into an amendment to the Paramus Credit Agreement (defined below) extending the maturity date to March 22, 2024 and reducing the interest rate to 2.5% until such date.

On May 10, 2023, the Board held a meeting at which the Board Observer and a principal of an affiliate of the Investor, management and representatives from the Advisors and Kramer Levin were present. Management reviewed the Company’s cash situation, which continued to be very tight, as well as the upcoming maturities of the 237 11 th mortgage and mezzanine debt, noting, among other things, the Company’s ability to extend the terms of each upon purchase of a new interest rate cap, which would require significant cash outlays; the refinancing market and the status of recent discussions; and longer-term prospects for monetization of the asset. The Board and those present then reviewed generally other items to be addressed in the coming months, including monthly interest payments under the 77G Mortgage Loan Agreement, recent market dynamics, and discussions among the 77G Mortgage Lender, the Mezzanine Lender and management. A wide-ranging discussion was held including the Board and those present on matters related to the 77G Property and the 77G Mortgage Loan Agreement. The Board and those present also reviewed the strategic process, the Company’s liquidity, and related matters, including next steps in the strategic process as well as all potential alternatives, including a bankruptcy filing, depending on the evolution of the process and interactions with the 77G Mortgage Lender.

On May 23, 2023, the Board held a meeting at which members of Company management and representatives from the Advisors, Kramer Levin and Morris, Nichols, Arsht & Tunnell LLP, the Company’s Delaware legal

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counsel (“MNAT”) were present. Management provided the Board with an update on the Company’s near-term liquidity constraints, the status of 237 11 th refinancing discussions (which debt would mature in early July 2023) and a proposal received from the Investor for incremental financing. The Board and those present then reviewed recent developments in the strategic process, potential paths that could evolve with respect to the strategic process, and the relative advantages and disadvantages of proposals from investors, including the Investor.

On June 6, 2023, the Board held a meeting at which members of Company management and representatives from Kramer Levin and MNAT were present. At the meeting, management reviewed the status of negotiations on the upsizing of the CCF and a representative from Kramer Levin discussed the terms of the potential extension. Counsel also reviewed with the Board the Company’s liquidity and options as it related to the current proposed amendment and upsizing, which principally were to obtain a $3,000,000 incremental financing and gain time to complete the strategic process and/or negotiate a holistic resolution with the lender, as absent a strategic transaction or timely holistic resolution with the lender, a Chapter 11 filing may be needed to implement a restructuring.

On June 9, 2023, the Company entered into a seventh amendment to the CCF, which provided, among other things, that (i) the CCF be increased by up to $5,000,000, with $3,000,000 to be used for general corporate purposes and certain other items if applicable, and up to $2,000,000 to be used in connection with the extension of the loans in respect of the 237 11 th Property, including the purchase of an interest rate cap, (ii) certain covenants and other terms of the CCF were revised, including that on or before June 30, 2023, the Company would meet with the Company Investor to review the results of the Company’s strategic process, endeavor in good faith to establish mutually acceptable next steps, and provide copies of written term sheets received from participants in the strategic process, including at least one that addresses repayment or purchase of the Loan; and the removal of the ability of the Company to incur certain types of previously permitted debt and make previously permitted investments and other restricted payments

On June 27, 2023, the Board held a meeting at which the Board Observer, members of Company management, an additional principal of an affiliate of the Investor, and representatives from the Advisors, Kramer Levin and MNAT were present. A representative from Houlihan Lokey provided the Board with an overview of the investors to whom Houlihan Lokey had reached out, the process and the goals, including entering into exclusivity with an investor in the near-term. A representative from Houlihan Lokey also provided an overview of the proposed terms, goals and plans of potential investors, each of whom had provided terms and a business plan, in varying levels of detail, and which terms required certain third-party concessions and modifications of certain loan agreements that the lenders indicated they would be unable or unwilling to make. Following the conclusion of the presentation, the Board Observer noted that the Company Investor or its affiliates would present its own proposal as well. Board members and those present at the meeting discussed the existing proposals before the Company and the Board, the pending proposal from the Investor, and the impact of a Chapter 11 process in terms of costs and expenses, time, and on the sales of condominiums at 77 Greenwich, among other things.

In July 2023, the Company exercised its first extension option for the loans in respect of the 237 11 th Property which extended the maturity date of the debt to July 2024.

On July 17, 2023, the Board held a meeting at which the members of Company management, representatives from the Advisors, Kramer Levin and MNAT were present. A representative from Houlihan Lokey provided an update on the strategic process, including that the parties were exchanging drafts of a term sheet for a potential strategic transaction with an unaffiliated asset manager with investment expertise in, among other things, real estate in the public and private markets (the “Potential Strategic Party”) and reviewed with the Board the term sheet provided by an affiliate of the Investor and whether the proposal would maximize the value of the Company’s assets. The Board and those present then held a wide-ranging discussion on the strategic process, the Company’s liquidity, alternatives and related matters. A representative from MNAT described the potential paths from a bankruptcy perspective. Management also provided an update on the Company’s liquidity position, potential variances and upcoming payments, including the August 31, 2023 bullet payment due to be made to the Company Investor, as lender under the CCF and that the coming weeks would be critical for finalizing a path.

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On August 9, 2023, the Board held a meeting at which the members of Company management, representatives from the Advisors, Kramer Levin and MNAT were present. Management summarized for the Board discussions to date with the Investor regarding a potential transaction, and that the current proposal consisted of the transfer of 77 Greenwich and 237 11 th, and all associated liabilities and the CCF, into an entity that would be controlled by the Investor and managed by the Company for a fee. This structure would allow the Company to transact with a new investor with less impact from the legacy liabilities and assets. Management noted that the Investor and its counsel were preparing a term sheet to reflect the proposal, and also that a term sheet with the Potential Strategic Party was close to being finalized. Management also outlined the sequencing of certain key upcoming dates and steps, which consisted of agreeing and executing term sheets with the Investor and the Potential Strategic Party, while parallel processing forbearance agreements with the CCF Lender and Mezzanine Lender by August 31, 2023 and then, the 77G Mortgage Lender by September 1, 2023. Management noted, however, the Company needed to also begin preparations for a potential bankruptcy filing in case it was required. A representative from Houlihan Lokey provided a summary of the proposed transactions in more detail. The Board and those present then held a discussion on the strategic process, the Company’s liquidity, timing process and the potential alternatives and related matters. A representative from MNAT then reviewed with the Board certain considerations from a bankruptcy perspective.

On August 24, 2023, the Company entered into term sheets with the Potential Strategic Party, and an affiliate of the Company Investor and Mezzanine Lender, each providing for a 30-day exclusivity period, subject to customary terms and conditions, for purposes of finalizing due diligence and negotiating definitive documentation for investments in the Company and a modification of the Company’s debt, respectively. Also on August 24, 2023, the Company entered into the Mezzanine Loan Forbearance Agreement and CCF Forbearance Agreement (each as defined below), pursuant to which each of the Mezzanine Lender and Investor, as lender under the CCF, agreed to forbear from exercising its respective rights and remedies with respect to certain specified defaults for the related forbearance period ending on December 31, 2023, unless earlier terminated as a result of certain termination events, including the consummation of a strategic transaction or the Potential Strategic Party notifying the Company in writing that it is no longer pursuing a transaction with the Company and it is not replaced by a third party pursuing a substantially similar transaction within thirty days.

On September 6, 2023 and effective as of September 1, 2023, the Company and the 77G Owner entered into the 77G Mortgage Loan Forbearance Agreement, for the purpose of providing additional time for the Company to pursue a potential strategic transaction as described above, pursuant to which the 77G Mortgage Lender agreed to forbear from exercising its rights and remedies during the Forbearance Period until November 15, 2023, as defined below, with respect to any failure by the 77G Owner, as borrower, to (i) make payments under the 77G Mortgage Loan Agreement, including, without limitation, interest payments due on September 1, 2023 and principal and interest payments due at maturity and (ii) achieve any Milestone Construction Hurdles or to satisfy the Quarterly Sales Hurdle (each as defined in the 77G Mortgage Loan Agreement) or make the related prepayment as and when required.

On October 6, 2023, the Board held a meeting at which members of management and a representative from Kramer Levin were present. Management provided an update on the status of the transactions with the Potential Strategic Party and the Investor and progress to date in each, including among other things as it related to draft transaction documents, tax analysis, structuring and due diligence with each counterparty and their advisors. The key transaction documents for the Investor transaction were all in process, and Kramer Levin had provided initial drafts of certain documents in respect of the transaction with the Potential Strategic Party which had indicated that initial drafts of the documents which they were preparing were in process along with comments to documents provided by Kramer Levin. Management also reviewed key business terms as well as structuring and tax matters and potential revisions to the proposed transactions, which were envisioned to continue to materially reflect the economic terms previously agreed. Management also updated the Board on the status of discussions with the 77G Mortgage Lender as it related to a restructuring of the 77G Mortgage Loan Agreement.

On October 20, 2023, the Board held a meeting at which members of management and a representative from Kramer Levin were present. Management provided an update to the Board regarding the status of documentation, including as it related to the 77G Mortgage Loan Agreement, and the Investor. Management also noted that, while progress had been made with the Potential Strategic Party, recent communications with

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Houlihan Lokey and a lack of documents suggested hesitancy to proceed with the transaction, although the principals had not contacted management directly or sent a written communication. Management outlined for the Board potential scenarios, including transactions proceeding with the Investor and the 77G Mortgage Lender, potential additional investors and the interplay with the Company’s liquidity.

In late October 2023, the Potential Strategic Party subsequently indicated its intent to not proceed with the transaction on the terms provided under the term sheet. Although discussions continued, on December 22, 2023, the Potential Strategic Party indicated its intent not to proceed with any transaction.

On November 8, 2023, the Board held a meeting at which members of management and representatives of Kramer Levin and MNAT were present. Management provided an update on discussions with the Potential Strategic Party, as well as discussions with the Investor about potential alternatives, including a bankruptcy filing and an investment by Investor, and the potential terms of such an investment and the amount and use of proceeds, including working capital and transaction expenses, which would necessitate agreement with the Company’s advisors as to discounts. Management next provided an update on discussions with the 77G Mortgage Lender and affiliates of the Mezzanine Lender regarding a potential restructuring of the 77G Mortgage Loan Agreement, which were contemplated to include among other things an extension and paydown of the loan, with funds to be provided by the Mezzanine Lender or an affiliate. Management and counsel next provided an update on the process and timing of the foregoing, including shareholder approval of any necessary items.

On November 15, 2023, the Forbearance Period under the 77G Mortgage Loan Forbearance Agreement terminated in accordance with the terms of the agreement.

On November 26, 2023, the Board held a meeting at which members of management and representatives from Kramer Levin and MNAT were present. Management provided an update to the Board regarding the status of discussions with the 77G Mortgage Lender and affiliates of Investor, including proposed non-binding terms of a proposal to restructure the 77G Mortgage Loan Agreement, as well as a reinstatement and extension of the Forbearance Period. Management also provided an update on the status of discussions with the Investor, including among other things contemplated near-term additional lendings to provide $750,000 of incremental capital to the Company, in two stages based on the progress of documentation and related matters. Management also reviewed the impact to the Company if the investment and related transactions were completed, including an additional amount of time and an improved structure for an additional investor to invest in the Company, although there was no assurance one would be identified or if identified a transaction would be completed. Counsel reviewed alternative scenarios, including among others a bankruptcy filing.

On November 28, 2023, the Company, the 77G Owner, as borrower, and the 77G Mortgage Lender entered into an agreement pursuant to which, among other things, the 77G Mortgage Lender agreed to reinstate the Forbearance Period effective as of November 15, 2023 and extend the Forbearance Period to December 20, 2023, as such date may be further extended by the Mortgage Lender in its sole discretion by written notice to the Mortgage Borrower. In connection with certain proposed transactions described in more detail below, the parties also agreed to non-binding terms which contemplate certain amendments to the 77G Mortgage Loan Agreement, including among others, an extension of the maturity date by two years, subject to an extension by an additional one-year period if certain conditions are satisfied, as well as a material payment on the outstanding balance of the loan, which would be funded by affiliates of the Company Investor.

The Company continued discussions with affiliates of the Investor and on December 1, 2023, the Company entered into a non-binding term sheet with the Company Investor and JV Investor pursuant to which the Company Investor would commit to purchase 25,112,245 newly-issued shares of Common Stock at a price of $0.30 per share, such that immediately following such purchase, the Company Investor would own 40.6% of the total number of outstanding shares of Common Stock in the Company, including its 750,000 existing-owned shares, and the amounts paid by the Company Investor for such equity interests would be used to restructure certain debts of the Company and its affiliates and support the continuation of the Company’s and its affiliates’ operations pursuant to a budget and business plan approved by the Investor.

On December 1, 2023, the Company entered into an eighth amendment to the CCF, which provided among other things for the provision of incremental term loan advances under the CCF in the amount of $750,000, with the first $375,000 being provided upon execution of the amendment and the second $375,000 to be

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provided upon and subject to Board approval of definitive agreements in respect of certain proposed transactions with the Company Investor and/or its affiliates, on the terms set forth in the non-binding term sheet and the filing of preliminary materials with the SEC for the solicitation of the vote or consent of the Company’s stockholders, if required. The amendment also amended the Company’s CCF Forbearance Agreement with respect to certain additional defaults in respect of which the lender is forbearing. The terms of the CCF Forbearance Agreement were otherwise unchanged.

On December 9, 2023, Kramer Levin delivered a draft of the stock purchase agreement to Dechert LLP, corporate legal counsel for the Investor (“Dechert”). The parties continued to negotiate the terms and exchange drafts of the Stock Purchase Agreement and other agreements, with respect to which drafts had been previously exchanged.

On December 20, 2023, the 77G Mortgage Lender notified the Company that it had elected to extend the Forbearance Period from December 20, 2023 to January 31, 2024, provided that such extended period shall only apply to the extent the Company has submitted on or prior to January 5 the preliminary consent solicitation with the SEC for stockholder approval of the transaction between the Company and Investor and provided the lender with reasonably acceptable evidence.

On December 22, 2023, the 77G Mezzanine Lender notified the Company that it had elected to extend the Forbearance Period from December 31, 2023 to January 31, 2024, provided that such extended period shall only apply to the extent the 77G Mortgage Lender is forbearing pursuant to the terms of the December 20 extension letter, and, for so long as the forbearance period is continuing, the lender under the CCF agreed that no Event of Default under the CCF shall be deemed to have occurred as a result of the forbearance defaults.

On December 22, 2023, the Board held a meeting at which members of management, Houlihan Lokey, Kramer Levin and MNAT were present. Management provided an update on the status of discussions with the 77G Mortgage Lender, including documentation with respect to restructuring of the 77G Mortgage Loan Agreement, which had been negotiated with the input of the Mezzanine Lender and its affiliates in conjunction with the proposed transactions with the Investor and was contemplated to be entered by the applicable parties upon closing of such transactions. Counsel reviewed the proposed key documents with the Investor to implement the transactions, including a stock purchase agreement, a joint venture agreement and an asset management agreement, the status of negotiations and anticipated timing and process. Management also provided an update on the Company’s liquidity and related matters.

On January 2, 2024, the Board met to consider and discuss the proposed Transactions with the Investor, which was attended by representatives of each of the Company’s management team, Kramer Levin, the Advisors and MNAT. Representatives from Houlihan Lokey provided a summary of the key business terms of the Transactions and Counsel reviewed with the Board the provisions of the proposed Stock Purchase Agreement, JV Operating Agreement and other principal transaction documents, copies of which had been previously provided to the Board. Management and the advisors discussed the principal considerations and key strategic rationales with respect to the proposed transaction. Representatives from Houlihan Lokey provided an overview of the activities that the Company engaged in since March 2023 in connection with identifying a potential strategic transaction. Counsel discussed with the Board their fiduciary duties under applicable law. Following these discussions, the Board reviewed and discussed the transaction, the terms and conditions of the Stock Purchase Agreement, JV Operating Agreement and related agreements and matters, with counsel and the Advisors.

On January 3, 2024, January 4, 2024 and January 5, 2024, the Board held meetings that were also attended by representatives of each of the Company’s management team, the Advisors and counsel, during which the Board further considered and discussed the proposed Transactions with the Investor and related matters, and counsel provided updates on the status of the transaction documents.

On January 5, 2024, the Board unanimously approved (with Matthew Messinger abstaining) the Stock Purchase Agreement and related agreements and the Transactions, and unanimously determined (with Matthew Messinger abstaining), that the proposed Transactions are expedient and for the best interests of the Company, and advisable, fair to and in the best interests of its stockholders, and recommended the approval and adoption of the Stockholder Proposals by the Company’s stockholders.

As of January 5, 2024, the Company and Investor entered into the Stock Purchase Agreement.

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On January 30, 2024, the Company and Investor entered into an amendment to the Stock Purchase Agreement.

Reasons for the Transactions

The Board, in evaluating the Transactions, consulted with its legal counsel, financial and other advisors. In reaching its resolution on January 5, 2024, (i) that the Stock Purchase Agreement and the Transactions are expedient and for the best interests of the Company, and advisable, fair to and in the best interests of its stockholders, (ii) to approve the Stock Purchase Agreement and the Transactions and declare their advisability and (iii) to recommend that the Company’s stockholders approve the Stockholder Proposals, the Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below.

In approving the Transactions, the Board determined not to obtain a fairness opinion. The officers and directors of the Company concluded that their experience and background, together with the experience of the Advisors, and the lack of alternatives available to the Company other than a bankruptcy filing or similar outcome, enabled them to make the necessary analyses and determinations regarding the proposed Transactions.

The Board considered a number of factors pertaining to the Transactions as generally supporting its decision to enter into the Stock Purchase Agreement and the Transactions, including but not limited to, the following material factors: (i) the Company’s current and historical business, financial condition, results of operations, assets and prospects; (ii) the Company’s limited amount of unrestricted cash and liquidity, and that in the absence of a transaction that provides the Company with additional capital, the Company will have insufficient cash and liquidity to service its debt and pay operating expenses and other obligations beyond the next few months; (iii) the fact that the Company is currently in default of covenants under the 77G Mortgage Loan Agreement, Mezzanine Loan and CCF, and without additional forbearances or amendments of those facilities, outstanding borrowings thereunder are or may become due and payable and the lenders will be able to exercise remedies under those facilities; (iv) the extensive process the Company undertook, with the assistance of its Advisors and legal advisors, to evaluate its strategic alternatives; (v) that the terms of the Stock Purchase Agreement are the result of arm’s-length negotiations conducted by the Company with the assistance of financial and legal advisors; (vi) the fact that the purchase price of the Investor Shares is at a significant premium to the Company’s stock price; (vii) the fact that, at the Closing, a newly formed wholly-owned subsidiary of the Company (the “TPH Manager”) will enter into an asset management agreement with the JV (the “Asset Management Agreement”), and the TPH Manager will receive an annual management fee equal to the greater of $400,000 or 1.25% of the outstanding principal balance under the CCF and Mezzanine Loan (including any future fundings made by the applicable lender under the CCF and the Mezzanine Loan), initially expected to be approximately $1.2 million per year; (viii) the fact that in conjunction with the Transactions, the loan under the 77G Mortgage Agreement is anticipated to be extended and approximately $20 million funded by Investor or its affiliates to pay down accrued interest, fund reserves and rebalance the loan for carry costs and to pay transaction costs related to the 77G Mortgage Agreement; (ix) the fact that representations and warranties will not survive the Closing, and Investor’s only recourse for claims as a result of a breach of representations or warranties will be under a buyer-side representation and warranty insurance policy issued to Investor, if it elects to obtain such insurance; (x) the improved structure for a new investor to invest in the Company, which is less complex as a result of the real estate assets and substantially all liabilities being off-balance sheet; (xi) the fact that the transaction structure is anticipated to permit the Company to preserve its substantial net operating losses; (xii) the fact that the Transaction allows the Company to preserve the value in its tangible assets, including 237 11 th and 77 Greenwich, relative to the anticipated impact if the Company were to file for bankruptcy; (xiii) the fact that the JV Investor is not permitted to call capital in the form of equity capital contributions under the JV Operating Agreement for the first year, except in limited circumstances (as a capital call funded in its entirety by the JV Investor without a pro rata contribution by the Company would result in a dilution of the Company’s interest in the JV); and (xiv) the Company’s limited alternatives if the Company does not consummate the Transactions, including but not limited to, filing for bankruptcy protection which would likely result in holders of the Company’s Common Stock receiving little or no value on account of their shares.

The Board identified and considered the following factors and risks as weighing negatively against pursuing the Transactions, although not weighted or in any order of significance: (i) the risks and uncertainties of

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consummating the Transactions; (ii) the extensive representations and warranties and covenants of the Company and conditions to Closing under the Stock Purchase Agreement, including, among others, stockholder approval, the consents of the lenders under the 237 11 th facilities and the Investor obtaining a buyer-side representation and warranty insurance policy in form and substance acceptable to it prior to Closing; (iii) the limited recourse of the Company under the Stock Purchase Agreement for breaches by the Investor, including no right to specific performance, the creditworthiness of Investor, and the capping of damages at $500,000; (iv) the fact that Investor would control the borrowers under the Company’s current loan agreements, including loan agreements under which Investor or its affiliates are lenders, and accordingly conflicts of interest could arise; (v) the fact that under the Asset Management Agreement, the TPH Manager can be terminated as asset manager with or without cause; and (vi) the risk that the TPH Manager is terminated as asset manager for cause under the Asset Management Agreement, in which case the Company would not receive distributions, if any, on account of its interests in the JV.

The Board has concluded that the potential benefits that it expected the Company and its stockholders to achieve as a result of the Transactions and the consequences to the Company and its stockholders if the proposed Transactions are not completed, outweigh the potentially negative factors associated with the proposed Transactions. Accordingly, the Board unanimously determined (with Matthew Messinger abstaining) that the Stock Purchase Agreement and the Transactions, were expedient and for the best interests of the Company, and advisable, fair to and in the best interests of its stockholders.

Impact of Stockholder Consent

We have a limited amount of unrestricted cash and liquidity available for working capital and our cash needs are significant, including near term debt maturities and other payment obligations. As previously reported, at October 31, 2023, the Company’s cash and cash equivalents totaled approximately $583,000. While the Company was advanced $375,000 pursuant to incremental term loans under the CCF on December 1, 2023, and anticipates another $375,000 will be advanced pursuant to additional incremental term loans on or about the date on which this Consent Solicitation Statement is filed with the SEC, given the Company’s limited operating cash position, if the Company’s stockholders do not approve the Stockholder Proposals and the Company is unable to reach an agreement with the lenders with respect to additional forbearance, restructuring and extension of the facilities, the Company’s cash and cash equivalents will not be sufficient to fund the Company’s operations, debt service, amortization and maturities and corporate expenses beyond the next few months. The Company expects that under the circumstances, it will likely not be possible to consummate another strategic transaction or otherwise obtain capital sufficient to meet the operating costs described above.

As a result, if the Company’s stockholders do not approve the Stockholder Proposals, or the Transactions are not completed for any other reason, the Company expects to file for bankruptcy protection within a short period of time, given the Company’s limited cash. In addition, the Forbearance Periods with its lenders end no later than January 31, 2024, unless further extended. As a result, the Company will likely have no viable alternative but to file for bankruptcy protection should the Transactions not be completed. Given the Company’s outstanding indebtedness and the costs of a bankruptcy process, the Company believes that its stockholders would receive substantially no value on account of their shares of stock in that situation.

Even if the Company’s stockholders approve the Stockholder Proposals, there can be no assurances that other Closing conditions are satisfied or waived, or that third parties will not take actions that may delay or derail the Transactions. Defending against any third-party actions could further reduce the liquidity or assets of the Company needed to conduct or consummate the proposed Transactions or operate its business, and accelerate a Chapter 11 filing or other restructuring of the Company’s liabilities. There can be no assurance that the proposed Transactions will proceed successfully or on time or ultimately be consummated as a result of the failure of Closing conditions to be satisfied or waived, possible future litigation or other adverse events.

If the Transactions are completed, the Company will receive approximately $7,500,000 of gross proceeds on account of the sale of shares of Common Stock in the Investment Transaction. Approximately $2,966,476 of these proceeds are expected to go toward transaction expenses, reflecting a significant and approximately 60% discount to amounts claimed by the Company’s Advisors and legal counsel, with the remainder to be used by the Company in the ordinary course for its operating expenses, including payment of critical aging payables. While the length of time the proceeds will last is uncertain, taking in account payment of outstanding operating expenses, the Company believes that absent an additional cash infusion the proceeds will allow the

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Company to continue to operate for 6-8 months. During this time, the Company and its Advisors plan to continue to explore potential strategic alternatives. We do not currently have any letters of intent or binding agreements for any such strategic alternatives. While there can be no assurances that any strategic alternative will be identified, or that, if identified, any transaction agreements will be entered into or will close, the structure of the Transactions both gives the Company the financial resources to continue exploring alternatives for a period of time and also segregates the Company’s principal liabilities and real estate assets in the JV, which the Company believes will enhance its attractiveness for a potential investment into the Company by a third party.

For the reasons stated above, the Board believes that entering into the Transactions provides the best available opportunity for the Company to receive a new investment from a strategic counterparty. And, while the outcome is uncertain and the Company may ultimately not enter into a transaction with a third party, and if it does, there is no assurance that any such transaction will result in any meaningful benefit to the stockholders of the Company, the alternative is likely a near-term bankruptcy, liquidation, dissolution or other restructuring of its liabilities.

Notwithstanding the approval of the Stockholder Proposals by the stockholders of the Company, the Board may abandon the Stockholder Proposals at any time prior to the consummation of the Transactions without any further action by the Company’s stockholders, subject to the rights, if any, of third parties under any contract relating thereto.

Certain Information About Investor

The Investor is an affiliate of Davidson Kempner Capital Management LP, a global institutional investment management firm headquartered in New York with more than $33 billion in assets under management. The firm and its affiliates are registered with or regulated by the SEC, the United Kingdom Financial Conduct Authority, and the Hong Kong Securities and Futures Commission. The Company Investor is also the lender under the CCF and the Investor is an affiliate of the lender under the Mezzanine Loan.

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JOINT VENTURE PROPOSAL

Stockholders are being asked to adopt resolutions authorizing the (i) JV Operating Agreement, pursuant to which the JV Investor will be appointed the initial manager of the JV, which JV will continue to own all of the real property assets of the Company upon the consummation of Transactions, (ii) Stock Purchase Agreement, pursuant to which the Company Investor will be issued the Investor Shares in accordance with the terms and conditions of the Stock Purchase Agreement, and (iii) Transactions contemplated thereby, which Transactions may be deemed to be a sale, lease or exchange of all or substantially all of the property and assets of the Company within the meaning of Section 271 of the DGCL.

JV Operating Agreement

At the Closing, the Company and the JV Investor will enter into the JV Operating Agreement, with the Company owning 95% of the ownership interests in the JV and the JV Investor owning 5% of the ownership interests in the JV.

Under the terms of the JV Operating Agreement, the JV Investor may call upon each member to make additional capital contributions after the Closing Date; provided however, so long as the TPH Manager has not been terminated for “Cause” under the Asset Management Agreement, the JV Investor agrees not to call for additional capital in the form of equity capital contributions prior to the 1-year anniversary of the Closing. If a member fails to fund its pro rata share of any capital contribution required by the JV Investor, the other member may elect to make an inter-member loan or make a capital contribution on behalf of the non-funding member and dilute the non-funding member’s percentage interest on a dollar-for-dollar basis. The JV Investor, in its capacity as manager of the JV, has the right, in its sole discretion, to cause the JV or any subsidiary to borrow from Investor, its affiliate or any third party, any amounts that would otherwise be covered by a capital call to the members, on then-current market terms. The Company will be liable for any loss or expense incurred by the JV Investor or its affiliates under any non-recourse carveout guaranty or environmental indemnity to a third-party lender, to the extent such loss or expense was caused solely by the acts or omissions of the Company, the TPH Manager or any of their respective affiliates without the prior written consent of the JV Investor or any affiliate of the JV Investor. If the JV Investor or any affiliate of the JV Investor makes a payment to a third party lender pursuant to a guaranty (other than a non-recourse carve out guaranty or environmental indemnity), the JV Investor will be entitled to indemnification and reimbursement from the Company to the extent such payment is required solely as a result of an act or omission of the Company or any affiliate of the Company occurring after the Closing without the prior written consent of the JV Investor or its affiliate, or as a result of any action or omission of the Company or any affiliate of the Company that arose or occurred prior to the Closing. All of the amounts for which the Company is liable under this paragraph, are referred to herein as the “Company Guaranty Liabilities”.

Distributions under the JV Operating Agreement first go to Investor until the JV Investor has received its initial distribution amount in full (which initial distribution amount is the sum of (v) all amounts due under the CCF and Mezzanine Loan, (w) all amounts due in connection with any additional JV debt financing provided by Investor or its affiliate, (x) Investor’s initial capital contribution, and (y) any additional capital contributions made by Investor), then distributed pro rata pursuant to the members’ respective percentage interests in the JV). If TPH Manager is terminated for “Cause” under the Asset Management Agreement, at the option of Investor, the Company’s right to distributions from the JV will be forfeited and any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor.

JV Investor, in its capacity as manager of the JV, shall manage, control and conduct the affairs of the JV, subject only to certain major decisions set forth in the JV Operating Agreement. Major decisions are (1) entering into any transaction with or for the benefit of Investor or its affiliate, other than any transaction involving Investor or its affiliate providing debt and/or equity to the Company as set forth in the JV Operating Agreement or any arms-length transaction, (2) any amendment or modification of the JV Operating Agreement or any operating agreement of a subsidiary company of the JV, or any other agreement with the Company or a subsidiary company of the JV if such amendment would materially adversely affect the rights or obligations of the Company in a manner that is disproportionate to the JV Investor, (3) any tax or accounting matter decision relating to net operating losses that would be materially adverse to the Company but not the JV Investor, and (4) the admission of any other member to the JV or its subsidiary except as permitted under the JV Operating Agreement.

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Investor may transfer its direct or indirect interest in the JV to any person that is controlled by the JV Investor’s parent company or any affiliate without Company consent. Transfers of direct or indirect interests in the Company (but not the Company’s direct interest in the JV) are permitted without Investor consent, so long as such transfer does not result in a change in control. Change in control is defined as any change to the size or composition of the Board including the removal of Matthew Messinger from such board (other than (x) any removal and replacement of a director by Investor or its affiliate, (y) a change in composition or size due to retirement, resignation, death or disability of a director and any replacement of such director, and (z) a change in composition or size in connection with a Topco Strategic Transaction as defined in the Stock Purchase Agreement), or any other change to the provisions of the Company’s organizational documents regarding management or control of the Company that adversely affects the JV Investor’s rights. The occurrence of a change in control will not be deemed a default under the JV Operating Agreement, and the JV Investor’s sole remedy following a change in control will be a termination of the TPH Manager under the Asset Management Agreement.

Under the JV Operating Agreement, notwithstanding the fact that the JV Investor is the manager of the JV, the Company will retain control of the Paramus Property and will have the sole and exclusive right to manage and make decisions regarding the Paramus Property, subject to (i) the Company Investor’s right to approve any Paramus PSA that may be entered into in accordance with the terms and conditions of the Stock Purchase Agreement; (ii) the JV Investor’s right to approve any material modifications of such Paramus PSA, and (iii) the JV Investor’s right to approve any dissolution of the Paramus Property Owner.

Company’s liability under any cause of action arising from or in connection with the JV Operating Agreement is limited to its interest in the JV (other than with respect to the Company Guaranty Liabilities).

The JV Operating Agreement also provides that (x) through the occurrence of a dissolution event of the Company, if at any time the Company is financially unable to maintain coverage under a directors’ and officers’ liability insurance policy having substantially similar terms as the Company’s policy that is in effect on the Effective Date, taking into account the Delisting and/or Deregistration, if applicable (“D&O Insurance”), and (y) in the event of any dissolution event of the Company which would result in any lapse or termination of D&O Insurance coverage, if the Company is financially unable to purchase a prepaid “tail” policy or existing policy “runoff” with respect to the D&O Insurance covering the period from the dissolution event through the sixth anniversary of the Closing Date (“D&O Tail Policy”), then in either case, the JV Investor will provide to the JV adequate funds (which funds will be disbursed by the JV to or at the direction of the Company) in a timely manner, by making an additional capital contribution or providing (or causing an affiliate of the JV Investor to provide) additional company debt financing, for the Company to maintain such D&O Insurance or to purchase such D&O Tail Policy, as applicable. Any such amounts funded by the JV Investor or its affiliates will be added to the JV Investor’s initial distribution amount. The JV Investor will cause the first $1,120,000 of available cash received by the JV in connection with (i) the sale of the Paramus Property, (ii) the sale of the 237 11 th Property, and/or (iii) sales of condominium units in the 77G Property (the “D&O Insurance Reserve Funds”) to be deposited in an account and disbursed upon written direction from the JV Investor solely for the purpose of satisfying the JV Investor’s obligation to provide funds for the payment of the D&O Insurance and/or D&O Tail Policy as and when required. Any amounts deposited as D&O Insurance Reserve Funds will be added to the JV Investor initial distribution amount. Certain funds affiliated with the JV Investor have agreed to guarantee to the JV the obligations of the JV Investor (i) to provide the funds for the D&O Insurance and D&O Tail Policy under the JV Operating Agreement, subject to a cap on such guarantee of $1,120,000 and (ii) to pay the Company’s costs incurred in any litigation arising out of the guarantee provision of the JV Operating Agreement if the Company is the prevailing party in any such litigation. Such cap will be reduced on a dollar-for-dollar basis upon receipt by the JV of any portion of the D&O Insurance Reserve Funds or any funds provided by the JV Investor or an affiliate for the D&O Insurance and/or D&O Tail Policy as provided in the JV Operating Agreement. The guarantee obligation will terminate from and after the receipt by the JV of the full amount of the D&O Insurance Reserve Funds or the closing of a TopCo Strategic Transaction (defined below).

The form of JV Operating Agreement is attached as Exhibit A to Annex A-1 to this Consent Solicitation Statement. Stockholders are urged to read the JV Operating Agreement in its entirety because it is one of the primary legal documents that governs the Joint Venture Proposal.

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The Stock Purchase Agreement

As of January 5, 2024 (the “Effective Date”), the Company and the Investor entered into the Stock Purchase Agreement, as amended on January 30, 2024.

This subsection of the Consent Solicitation Statement describes the material provisions of the Stock Purchase Agreement, but does not purport to describe all of the terms of the Stock Purchase Agreement. The following summary is qualified in its entirety by reference to the complete text of the Stock Purchase Agreement, which is attached as Annex A and Annex A-1 to this Consent Solicitation Statement. Stockholders are urged to read the Stock Purchase Agreement in its entirety because it is one of the primary legal documents that governs the Stockholder Proposals.

The Stock Purchase Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Stock Purchase Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Stock Purchase Agreement. The representations, warranties and covenants in the Stock Purchase Agreement are also modified in part by the underlying Disclosure Schedules of the Company (the “Disclosure Schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the Disclosure Schedules contain information that is material to a consent decision. Additionally, the representations and warranties of the parties to the Stock Purchase Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this Consent Solicitation Statement. Accordingly, no person should rely on the representations and warranties in the Stock Purchase Agreement or the summaries thereof in this Consent Solicitation Statement as characterizations of the actual state of facts about the Company, the Investor or any other matter.

Purchase Price

The Stock Purchase Agreement provides that, subject to the terms and conditions of the Stock Purchase Agreement, at the Closing, the Company will issue and sell to the Investor the Investor Shares in a private placement transaction for a purchase price of $0.30 per share (the “Purchase Price”). The Purchase Price will be deposited into a bank account of the Company (the “Purchase Price Reserve Account”) controlled by the Investor and to be used as set forth in the Stock Purchase Agreement. Following the Closing, the permitted uses for the funds in the Purchase Price Reserve Account include (i) payment of the transactions expenses described below, (ii) payment of any operating costs less than $25,000 individually, or $75,000 in the aggregate, or (iii) any other payments with the Investor’s prior written consent; provided that the parties agree that from and after the Closing until the occurrence of a dissolution event of the Company, $200,000 of the amount in the Purchase Price Reserve Account will be available to the Company to fulfill its indemnification obligations to current or former directors or officers.

Closing

The Closing will occur at 10:00 a.m., New York City time, as soon as practicable following the date on which all conditions to the Closing identified in the Stock Purchase Agreement have been satisfied or waived (other than such conditions that by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions by the party to whose benefit such conditions inure), or on such other date as is mutually agreed upon by the Company and the Investor (the date of the Closing, the “Closing Date”). In no event shall the Closing occur later than February 16, 2024 (the “Outside Closing Date”). At Closing, the Investor will pay or cause to be paid from the Purchase Price Reserve Account, on behalf of the Company, certain outstanding transaction expenses of the Company’s legal counsel and financial advisors (approximately $2.9 million in the aggregate).

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Conditions to Closing of the Stock Purchase Agreement

Conditions to the Obligations of the Investor

The obligations of the Investor to purchase the Investor Shares and enter into the transaction agreements is subject to the satisfaction prior to the Closing Date of each of the following conditions (which may be waived in whole or in part by the Investor in its sole discretion):

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all governmental and third-party notifications, filings, consents, waivers and approvals required for consummation of the transactions shall have been made or received;

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no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority, and no judgment, injunction, decree or order of any federal, state or foreign court shall have been issued that prohibits the issuance of the Investor Shares to the Investor or the consummation of the transactions (a “Legal Impediment to Issuance”);

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the Investor shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company in the State of Delaware, in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction;

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the representations and warranties of the Company in the Stock Purchase Agreement, taken as a whole, shall be true and correct in all material respects (or, to the extent representations and warranties are qualified by materiality, in all respects), and the Company shall have performed and complied in all material respects with all of its respective covenants and agreements contained in the Stock Purchase Agreement and in any other document delivered pursuant to the Stock Purchase Agreement through the Closing Date, and the Company shall have furnished a certificate of an officer of the Company confirming these matters;

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since the date of the Stock Purchase Agreement, there shall not have occurred any changes or events that, individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect (defined below);

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there shall not have occurred (i) a material adverse change in the financial markets in the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, or (ii) a suspension or material limitation on trading, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any securities exchange or by any such system or by order of the SEC, the New York Stock Exchange or any other governmental authority, or (iii) a material disruption in commercial banking or securities settlement or clearance services in the United States, or (iv) a declaration of a banking moratorium by either Federal or New York authorities (a “Market Adverse Event”);

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the Stockholder Approval (defined below) shall have been obtained;

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all of the transaction agreements shall have been executed and delivered by the parties thereto;

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the Loan Modification Agreements (defined below) shall have been executed and delivered by the parties thereto, released from escrow (to the extent in escrow), and shall be unmodified and in full force and effect;

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if Investor has elected to purchase an R&W Insurance Policy (defined below), then Investor shall have obtained such R&W Insurance Policy in a form and amount acceptable to Investor;

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the title to each Property (defined below) shall be vested in the applicable Property Owner (defined below) and shall be in the same condition as exists on the Effective Date, subject to changes approved by the Investor (which approval shall not be unreasonably withheld, conditioned or delayed), and if the Investor has elected to purchase an owner’s policy of title insurance for any Property, such policy shall have been issued in form and substance reasonably acceptable to Investor;

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the Company and each of the Advisors and Kramer Levin shall have entered into separate agreements providing that the remaining compensation due to each advisor in respect of any contract, agreement or understanding that would give rise to fees for services in connection with the

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consummation of the Transactions and/or a TopCo Strategic Transaction (totaling approximately $5 million), will not be deemed earned by, due or payable unless and until a TopCo Strategic Transaction has been consummated following the Closing, with the TopCo Strategic Investor to such transaction having agreed to pay (and actually having paid) any such amounts; and

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the Company shall have established the Purchase Price Reserve Account.

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Conditions to the Obligations of the Company

The obligation of the Company to issue and sell the Investor Shares and enter into, or cause the JV and TPH Manager to enter into, as applicable, the transaction agreements is subject to the following conditions (which may be waived in whole or in part by the Company in its sole discretion):

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there shall have been no Legal Impediment to Issuance;

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the representations and warranties of Investor contained in the Stock Purchase Agreement shall be true and correct in all material respects (disregarding all qualifications and exceptions contained therein relating to materiality or similar qualifications);

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Investor shall have performed and complied in all material respects with all of its covenants and agreements contained in the Stock Purchase Agreement and in any other document delivered pursuant to the Stock Purchase Agreement through the Closing Date;

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there shall have been no Market Adverse Event;

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the Stockholder Approval shall have been obtained;

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all of the transaction agreements shall have been executed and delivered by the parties thereto;

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the Loan Modification Agreements (defined below) shall have been executed and delivered by the parties thereto, released from escrow (to the extent in escrow), and shall be unmodified and in full force and effect; and

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the warrants previously issued to the Company Investor shall have been cancelled.

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Representations and Warranties

In the Stock Purchase Agreement, the Company makes certain representations and warranties (with certain exceptions set forth in the Disclosure Schedules to the Stock Purchase Agreement) relating to, among other things:

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since January 1, 2023, other than as publicly disclosed in its filings with the SEC, no change in capital stock or long-term debt, the Company not incurring any material liability other than in the ordinary course of business and no event occurring which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

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except as disclosed to Investor, the Company not being in default under any material agreement, and it not being at any time since January 1, 2020 in violation of any law or statute material to its operations;

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except as publicly disclosed in its filings with the SEC, there being no pending legal actions against the Company and no pending or threatened governmental or regulatory investigations or audits; and there being no litigation or investigation other than as disclosed relating to the 237 11 th Property (the “237 11 th Litigation”) and 77G Property relating to any Property or the transactions;

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the ownership structure of the Company and its subsidiaries, including the ownership as it relates to its indirect wholly-owned subsidiary, the 77G Owner, TPH Route 17 LLC (the “Paramus Owner”) and 470 4 th Avenue Fee Owner, LLC (the “237 11 th Owner”, and collectively with the 77G Owner and the Paramus Owner, the “Property Owners”);

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matters related to the leases, rents, tenants, title and contracts with respect to (i) the 77G Property, (ii) the 237 11 th Property, and (iii) the Paramus Property;

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the Company and its subsidiaries not receiving any written notice from any governmental authority that any Property is in violation of any legal requirements;

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its maintenance of proper insurance policies;

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except as disclosed to the Investor, there being no pending tax certiorari proceedings with respect to the Properties;

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there being no material liabilities or obligations of the Company or any subsidiary that have not been disclosed to the Investor;

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matters relating to taxes, including that the Company has a net operating loss or other tax attribute that is presently, or that will become as a result of the Transactions, subject to limitation under Sections 382, 383 or 384 of the Internal Revenue Code; and no real estate, transfer and similar taxes are contemplated to arise in connection with the Transactions;

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matters relating to the existing loan documents for the Properties, and there being no events of default under such documents, except as disclosed to Investor;

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matters relating to the 42 Trinity Place Condominium (the “77G Condo”) and the offering plan for the 77G Condo being accurate and truthful in all respects;

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except as disclosed to Investor, the buildings and other improvements on each Property being in good operating condition and repair, without structural or mechanical defects, and at Closing will be in the same condition as they are now, reasonable wear and tear excepted;

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environmental matters;

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there being no other facts known to the Company or any subsidiary which are reasonably likely to have a material adverse effect on the membership interests of the Company subsidiaries or on the condition, repair, value, expense of operation or income potential of any Property, other than as disclosed to the Investor;

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there being no consents or approvals required in connection with the performance by the Company of its obligations under the Stock Purchase Agreement, other than have been obtained or are contemplated to be obtained by the Closing Date;

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matters relating to (i) the 237 11 th Property compliance with the rules of the New York State Division of Housing and Community Renewal or the New York City Rent Guidelines Board with respect to its rent stabilized status and compliance with the New York Real Property Tax Law Section 421-a and Title 9 of the Rules of the City of New York with respect to “The Affordable New York Housing Program”, (ii) the portion of the 77G Property known as the “Dickey House” being in compliance with the regulations of the New York City Landmarks Preservation Commission, and (ii) the Transactions not constituting a default under the purchase agreement between the 77G Owner and the New York City School Construction Authority;

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matters relating to SEC stockholder registration thresholds and stock exchange deregistration requirements; and

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other customary representations and warranties.

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In the Stock Purchase Agreement, the Investor makes certain customary representations and warranties.

Material Adverse Effect

Under the Stock Purchase Agreement, certain representations and warranties of the Company and the Investor are qualified in whole or in part by materiality thresholds. In addition, certain representations and warranties of the Company are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Stock Purchase Agreement, a “Material Adverse Effect” means (x) any material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company or its subsidiaries, taken as a whole, (y) any material adverse effect on the ability of the Company, subject to the approvals and other authorizations set forth in the Stock Purchase Agreement, to consummate the Transactions, or (z) any material default under any material agreement, debt financing arrangement, construction agreement, real estate sale-purchase agreement (including, without limitation, any material default under pending condominium unit

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sale agreements), zoning agreement, or any condominium offering plans, disclosure documents, or agreements related thereto, in each case, to which the Company or any subsidiary is a party; provided, however, that “Material Adverse Effect” shall not include the impact on such business, condition (financial or otherwise), results of operations or ability to consummate the Transactions arising out of or attributable to, either alone or in combination with any other change, effect, circumstance, occurrence, event, condition or fact (“Effects”) of the following: (i) Effects that generally affect the industry in which the Company and its subsidiaries operate, (ii) general economic conditions, (iii) Effects resulting from changes affecting financial, banking, securities or commodities markets (including in each of clauses (i), (ii) and (iii) above, any Effects resulting from an outbreak or escalation of hostilities, acts of war or terrorism, political instability or other national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case whether or not involving the United States), (iv) Effects arising from changes in laws, rules, regulations or accounting principles, or (v) any change in the price or trading volume of the Company’s outstanding securities (it being understood that the facts or occurrences giving rise to or contributing to such change in stock price or trading volume may be deemed to constitute, or be taken into account in determining whether there has been, or will be, a Material Adverse Effect); except if such Effect results from, or is attributable to, any of the matters described in clauses (i), (ii), (iii), or (iv) above and disproportionately affects the Company and its subsidiaries, taken as a whole, relative to other businesses in the industry in which the Company and its Subsidiaries operate (but taking into account for purposes of determining whether a Material Adverse Effect has occurred only the disproportionate portion of such adverse effect).

Covenants of the Company

The Company makes certain covenants under the Stock Purchase Agreement, including, among others, the following:

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the Company will pay all of its expenses associated with the issuance of the Investor Shares, preparation, negotiation and execution of all transaction agreements and the Transactions, including, without limitation, filing fees, fees and expenses of its counsel and accounting fees and expenses, listing expenses, costs associated with the Shelf Registration Statement (defined below) and with clearing the Investor Shares offered thereby for sale under applicable state securities laws. The Company shall be obligated to pay (i) all transfer taxes due at Closing, if any (including any sales tax arising out of any transfer of any personal property hereunder), (ii) all recording fees, if any, (iii) any escrow fees, if any, and (iv) any other costs or expenses stated in the Stock Purchase Agreement to be the obligation of the Company. Except as otherwise provided in this section and elsewhere in the Stock Purchase Agreement, the Company and the Investor will allocate all other expenses in connection with the Stock Purchase Agreement in accordance with the custom and practices of the respective jurisdiction in which each Property is located;

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except as required by the Stock Purchase Agreement and the Transactions, during the period from the date of the Stock Purchase Agreement until the Closing Date (unless in the case of certain provisions, such covenant survives the Closing), the Company makes certain covenants, including, among others, as follows:

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covenants related to the leases with the tenants, including that without Investor’s consent, the Company will not enter into, amend, modify or terminate any leases or any other occupancy agreements affecting any Property (except for certain residential lease renewals in the ordinary course);

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without Investor’s consent, except as required by applicable law, the Company will not in any material respect change in any manner any of the terms of any of the material contracts or service contracts, or enter into any new agreement, affecting any Property (other than a purchase and sale agreement for the Paramus Property consistent with the letter of intent entered into in connection with the potential sale of the Paramus Property (a “Paramus PSA”)), or grant any consent to any matter requiring consent under any such contract;

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covenants related to the maintenance of insurance, including that the Company will use best efforts to cause (i) Investor and Investor’s direct and indirect members, partners, managers, equity holders and lenders to be named or continue to be named as additional insureds and loss payees on existing insurance policies after the Closing with respect to claims arising after the

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Closing, and (ii) the Company insurers to agree to continue to cover, to the extent coverage exists, the Company entities and the Properties under such existing insurance with respect to matters accruing prior to the Closing Date;

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subject to the terms of the (A) Forbearance Agreement (as amended, extended or otherwise modified, the “77G Mortgage Forbearance Agreement”) dated as of September 1, 2023, by and among the 77G Owner, the Company and the 77G Mortgage Lender, (B) Forbearance Agreement (as amended, extended or otherwise modified) dated as of August 24, 2023, by and among the Company, the other Company subsidiaries party thereto, and TPHS Lender II LLC (the “Mezzanine Loan Forbearance Agreement”) and (C) Forbearance Agreement (as amended, extended or otherwise modified) dated as of August 24, 2023, by and among the Company, each subsidiary of the Company listed on the signature pages thereto and the Company Investor (the “CCF Forbearance Agreement”), the Company will perform, in all material respects, the obligations under the existing loan documents and except as otherwise contemplated under the Stock Purchase Agreement, the Company will not, in any material respect, alter the existing loans or loan documents except as otherwise expressly consented to by Investor (which consent shall not be unreasonably withheld, conditioned or delayed) or as contemplated by the Stock Purchase Agreement;

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covenants related to the 77G Condo, including that, without Investor’s prior written approval, the Company shall cause its designated members of the 77G Condo’s board of managers to refrain from adopting any material increases to the 77G Condo’s annual budget, voting in favor of any material capital improvements or expenses, and/or any issuing any special assessments to the unit owners, except as may be required in order to not breach their fiduciary duties to the 77G Condo and/or the owners of condominium units in the 77G Condo, and except as required by such purchase and sale agreement or law, without Investor’s prior written approval, the Company will not enter into, amend or modify (other than in an immaterial respect), or terminate any purchase and sale agreement for any 77G Condo unit;

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without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion, except to the extent contemplated by the budgets provided by the Company to Investor, no Company entity will engage in any transaction or series of related transactions that creates or results in any Company Entity incurring liabilities in excess of $50,000, in the aggregate, in any calendar year. In the event that any Company entity creates liabilities in excess of $50,000, in the aggregate, in any calendar year, in violation of the Stock Purchase Agreement, Investor may offset against any amount payable to Investor under any other provision of the Stock Purchase Agreement or under the JV Operating Agreement any unpaid amount due to Investor from any Company entity under the Stock Purchase Agreement (whether as a result of a breach by the Company of the Stock Purchase Agreement or otherwise). The terms of this provision will survive the Closing;

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covenants related to tax matters, including that no Company Entity will be permitted to make certain tax-related decisions, without Investor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and that the Company acknowledges that after the Closing Date, the Property Owners (as controlled by Investor) will have the sole right to prosecute and/or settle any pending tax proceedings, and any proceeds received by or on behalf of the Property Owners in connection therewith shall inure to the Property Owner’s benefit, to the extent that such proceeds relate to the period of time following the Closing Date. Investor may offset against any amount payable to the Company under this section any unpaid amount due to Investor from the Company, the intermediate subsidiary entities or the Property Owners under the Stock Purchase Agreement (whether as a result of a breach by the Company of the Stock Purchase Agreement or otherwise) or under the JV Operating Agreement. The terms of this section survive the Closing; and

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the Company will not take any action with respect to the 237 11 th Litigation without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion. The Company acknowledges that from and after the Closing Date, the Property Owners (as controlled by Investor subject to, and in accordance with, the provisions of the JV

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Operating Agreement) shall have the sole right to prosecute and/or settle such pending proceedings, and any proceeds received by or on behalf of the Property Owners in connection therewith shall be applied in accordance with the terms of the JV Operating Agreement. The terms of this section survive the Closing.

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the Company will exercise its reasonable best efforts to obtain the affirmative written consent of holders of a majority of the shares of Common Stock entitled to vote on the Stockholder Proposals (defined below) to adopt the Stockholder Proposals (the “Stockholder Approval”), including as follows:

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the Company will (A) submit to the stockholders of the Company for approval through the consent solicitation the following: (1) the issuance of Common Stock pursuant to the Stock Purchase Agreement, and (2) the JV Operating Agreement (collectively, the “Stockholder Proposals”), and (B) mail to the holders of Common Stock determined as of the record date established for the consent solicitation a consent solicitation statement;

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the Company will set a deadline for written consents to be received from holders of Common Stock (the “Consent Deadline”) within thirty (30) days of the mailing date; provided, however, that such thirty (30) day deadline shall be automatically shortened to the extent that it would end on a date that is beyond the Outside Closing Date. Any extension of the Consent Deadline shall generally require the prior written consent of Investor (which shall not be unreasonably withheld);

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the Company will submit the Stockholder Proposals to the holders of Common Stock through the consent solicitation even if the Company Board shall have effected an Adverse Recommendation Change (defined below) or proposed or announced any intention to do so; and

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at any time prior to obtaining the Stockholder Approval, the Company Board may withdraw, rescind, modify or qualify, or propose to publicly withdraw, modify or qualify, in a manner adverse to Investor its recommendation to adopt the Stockholder Proposals (any of the foregoing, an “Adverse Recommendation Change”) only if the Company Board concludes in good faith, after consultation with and upon the advice of its outside legal counsel, based on events or circumstances that the Company Board did not have knowledge of as of the date of the Stock Purchase Agreement, that the failure to take such action would be inconsistent with its fiduciary obligations under applicable law. The Company Board shall not be entitled to make an Adverse Recommendation Change unless (x) the Company shall have provided prior written notice to Investor, at least five (5) business days in advance, or such shorter period of time if the Company Board concludes in good faith, after consultation with and upon the advice of its outside legal counsel, that such shorter period of time is necessary in connection with the discharge by the Company Board of its fiduciary obligations under applicable law, that the Company Board will effect an Adverse Recommendation Change and specifying with reasonable particularity the reasons therefor, (y) during such five (5) business day (or shorter) period, if requested by Investor, the Company shall have engaged in good faith negotiations with Investor to amend the Stock Purchase Agreement, any other transaction agreement or any documents, agreements, or instruments executed by Investor in favor of the Company or its affiliates delivered in connection with any of the foregoing (collectively, the “Transaction Documents”) in such a manner that would obviate the need for such Adverse Recommendation Change (it being agreed that nothing set forth in this clause shall be deemed to require Investor to agree to any such amendment), and (z) the Company Board shall have considered in good faith any adjustments to the Stock Purchase Agreement and/or any other Transaction Document that may be proposed by Investor no later than 5:00 p.m., New York City time, on the fifth (5 th) business day of such five (5) business day period (or at the conclusion of such shorter period) and shall have determined, after consultation with and upon the advice of its outside legal counsel, that no adjustment has been made that would obviate the need for such Adverse Recommendation Change. Except as otherwise expressly provided herein, the Company’s obligations under the Transaction Documents (including this section) shall not be affected by any Adverse Recommendation Change.

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Following the Closing, the Company will pursue, as promptly as practicable, (a) the delisting of its publicly traded Common Stock from the NYSE American (“Delisting”) and (b) deregistration from the reporting obligations under Sections 12 and 15 of the Exchange Act, including all associated reporting obligations (“Deregistration”). The Delisting and the Deregistration will occur on a timeline mutually agreed upon by the Investor and the Company, but, in the case of the Delisting process, shall be completed (including filing the Form 15 with the SEC) not later than forty-five (45) days following the Closing, and, in the case of the Deregistration process, the Company shall use reasonable efforts to complete the process no later than one hundred thirty-five (135) days following the Closing absent agreement otherwise from Investor, to be granted or withheld in the Investor’s sole discretion; provided, however, that in the event a proposed third-party investor in the Company (a “TopCo Strategic Investor”) desires the Company to maintain its listing with the NYSE American and registration with the SEC as part of a strategic transaction with the Company (a “TopCo Strategic Transaction”), and if such TopCo Strategic Investor posts at least a $750,000 nonrefundable deposit and commits to close such proposed TopCo Strategic Transaction within 30 days after posting such deposit, as such date is reasonably extended to the extent stockholder approval is required, then the Delisting and Deregistration process shall be paused, to be resumed as promptly as practicable if the proposed TopCo Strategic Transaction terminates;

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the Company will take all action necessary to cause the Company Board to be constituted as agreed by the Investor and the Company, effective upon the Closing. Upon the earlier of (i) the Delisting and (ii) three (3) months following the Closing Date, the Company will take all action reasonably necessary to cause the Company Board to be reduced to five (5) members, constituted as follows: (i) two (2) members appointed by Investor, each of which may either be independent or interested, as determined by the Investor; (ii) two (2) members appointed by the Company, either or both of which may be current members of the Board; and (iii) one (1) member to be mutually agreed upon and appointed by, the Company and Investor;

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immediately following the consummation of the sale of the Paramus Property pursuant to a Paramus PSA (the “Paramus Property Sale”), all representations, warranties and covenants regarding Paramus Owner and the Paramus Property set forth in the Stock Purchase Agreement will be of no further force or effect, provided that the Company shall take all action necessary to cause all net proceeds received by the Paramus Owner in connection with the Paramus Property Sale (less all reasonable out of pocket transaction expenses reasonably approved by Investor and amounts payable in satisfaction of the Paramus Owner’s existing obligations under the Credit Agreement, dated as of February 21, 2017, by and between Webster Bank (successor-in-interest to Sterling National Bank) and Paramus Owner (as amended, the “Paramus Credit Agreement”) in accordance with the terms thereof) to be applied to prepayment of the CCF. Investor shall reasonably cooperate with the Company in taking all action necessary to consummate the transactions contemplated by this section; and

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the Company will use commercially reasonable efforts to not take (and not cause any other Company entity to take) or fail to take (or cause any other Company entity to fail to take) any action that would impair or otherwise subject to limitation any net operating loss or other tax attribute that exists as of the Effective Date, or that will exist as a result of the Transactions, under Sections 382, 383 or 384 of the Internal Revenue Code or under any other applicable law.

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Covenants of the Investor

The Investor makes certain covenants under the Stock Purchase Agreement, including, among others, the following:

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Investor has the right (but not the obligation) to obtain a buyer-side representation and warranty insurance policy issued to Investor in connection with the transactions contemplated by the transaction agreements (a “R&W Insurance Policy”), which will provide that the insurer may not seek to or enforce, and to the fullest extent waives, any subrogation rights it might have against the Company or any of its affiliates, or any past, present or future direct or indirect parent, stockholder, member, director, officer, attorney, partner, employee, third-party counsel, financial advisor, auditor (or the functional equivalent of any such position), agent or other representative of any of the

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foregoing, arising out of, as a result of, or related to the Stock Purchase Agreement, except in the case of fraud by such party. Investor also agrees that any rights of any issuer of the R&W Insurance Policy, including any rights of subrogation, will not affect, expand or increase any liability or obligation of the Company in connection with the Stock Purchase Agreement or the transactions contemplated by the transaction agreements. After Closing, Investor and its affiliates shall not amend, permit to be amended, waive or otherwise modify the R&W Insurance Policy in any manner that is or could reasonably be expected to be material and adverse to the Company, without the Company’s prior written consent, in each instance. The covenants in this section will survive the Closing without termination.

Mutual Covenants of the Parties

The parties made certain covenants under the Stock Purchase Agreement, including, among others, the following:

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in the event that the Company desires to complete a TopCo Strategic Transaction, the parties will reasonably cooperate at the Company’s sole cost and expense to effectuate such TopCo Strategic Transaction. In connection with any TopCo Strategic Transaction, the Investor will consider any proposals to sell its shares of Common Stock to such TopCo Strategic Investor; provided that any decision to sell or to not sell all or any portion of such shares may be made in the Investor’s sole and absolute discretion, unless the purchase price for Investor’s shares is in excess of what the Investor paid for such shares and all reasonable costs incurred by Investor in connection therewith up to a maximum amount of $500,000, or includes other terms that the Investor reasonably determines to be adverse to the Investor or its Affiliates, in which case the Investor will reasonably consider any proposal. The parties acknowledge that the Investor’s obligation to be reasonable as set forth in the preceding sentence shall be limited to its consideration of non-economic TopCo Strategic Transaction terms that do not restrict (i) the transfer, financing or other disposition of the Investor’s interest in the Company; (ii) the enforcement of the loans evidenced by the CCF and the Mezzanine Loan Agreement; or (iii) the entering into of any future transaction (whether related or unrelated to the Company or the TopCo Strategic Transaction) by the Investor or any affiliate of Investor (it being acknowledged, for the avoidance of doubt, that the Investor may approve or disapprove any terms relating to the matters described in clauses (i) through (iii) in its sole and absolute discretion). If, in connection with a TopCo Strategic Transaction, the Investor sells all of its shares of Common Stock in the Company, or any lesser number of such shares such that the Investor beneficially owns less than 4.75% of the Common Stock of the Company on a pro forma basis, the Investor shall be granted a number of penny warrants such that the aggregate beneficial ownership interest of the Investor shall equal 4.75% of the total Company shares of Common Stock outstanding, taking into account any shares and other interests beneficially owned by the Investor or any affiliate thereof at such time, the form of agreement relating to such penny warrants to be approved by the Investor in its reasonable discretion, provided that in any event such form shall contain terms customary for penny warrants. In addition, with respect to any covenants in the Stock Purchase Agreement that survive the Closing, and pertain primarily to the Company (rather than the Property Owners), Investor shall in good faith evaluate the termination or modification of such covenants taking into account its reduced equity ownership and the totality of the circumstances; and

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the parties agree to cooperate to modify each of the (i) the 77G Mortgage Loan Agreement, (ii) the Mezzanine Loan Agreement, (iii) the Loan Agreement, by and between 470 4th Avenue Fee Owner, LLC, as borrower, Natixis, New York Branch, a branch of Natixis S.A., a public limited company organized and existing under the laws of France (“Natixis”), individually as a co-lender and Natixis, acting as agent for and on behalf of the lender and the other lenders, if any, from time to time party thereto (the “237 11th Loan Agreement”), and (iv) the Mezzanine Loan Agreement, by and between 470 4th Avenue Owner, LLC, as borrower, Natixis, individually as a co-lender and Natixis, acting as agent for and on behalf of the lender and the other lenders, if any, from time to time party thereto (the “237 11th Mezzanine Loan Agreement”, and together with the 77G Mortgage Loan Agreement, Mezzanine Loan Agreement and 237 11th Street Mezzanine Loan Agreement, the “Loan Agreements”) to, among other things, cause such Loan Agreements to be coterminous with the Mezzanine Loan Agreement (in the case of the 77G Mortgage Loan Agreement), to reflect the

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terms in the applicable term sheets (if any) with such parties and to reflect the occurrence of and to cause the respective lenders thereunder to grant their consent to the transactions contemplated by the JV Operating Agreement and the other transaction agreements (collectively, along with the JV Operating Agreement and the other transaction agreements, the “Loan Modification Agreements”).

Condemnation and Destruction

If, prior to the Closing Date, a Material Taking or Material Casualty (each as hereinafter defined) occurs, then (i) the Company must notify Investor of such fact and (ii) Investor shall have the right to terminate the Stock Purchase Agreement by delivering notice of such termination to the Company within ten (10) days after it receives such notice from the Company (and the Closing shall be automatically adjourned for such ten (10) day period if all conditions precedent to Investor’s obligation to close have otherwise been satisfied), and the Stock Purchase Agreement shall terminate and no party shall have any further rights or obligations hereunder except for certain surviving obligations. As used herein, “Material Casualty” means the destruction of all or a portion of a Property by fire or other casualty that would cost more than Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) to repair and “Material Taking” means any taking of any portion of the land or the improvements by condemnation or eminent domain (a) affecting more than one percent (1%) percent of the 77G Property or the 237 11th Property or affecting any portion of the improvements on the 77G Property or the 237 11th Property, (b) affecting the parking areas or driveways thereon, (c) affecting any means of ingress thereto or egress therefrom, (d) affecting any other portion of the land on which improvements have not yet been constructed, (e) in which any lender to either Property or Property Owner is entitled to receive condemnation awards and is not required to distribute such awards, or (f) which would result in any reduction or abatement of rent payable under any lease or a termination of any lease.

No Survival of Representations, Warranties and Pre-Closing Covenants

Except in the case of fraud (a) none of the representations and warranties shall survive the Closing and following the Closing no claims may be made against any person as a result of a breach of representations or warranties, and (b) no person shall have any liability, with respect to any of the foregoing representations and warranties other than insurers and reinsurers under the R&W Insurance Policy, if any.

In addition, none of the covenants and agreements that are required to be performed at or prior to the Closing shall survive the Closing. Covenants and agreements that contemplate performance after the Closing or otherwise expressly by their terms survive the Closing shall survive the Closing indefinitely in accordance with their respective terms and if there are no stated terms, then such covenants and agreements shall survive until fully performed or complied with; provided, however, the foregoing shall not limit or prohibit the rights of Investor to pursue recoveries under the R&W Insurance Policy, if any. If a breach of any covenant by the Company is also a breach of a Company representation and warranty, Investor agrees to use commercially reasonable efforts to make and shall diligently pursue a claim therefor under the R&W Insurance Policy and Investor agrees to reimburse the Company for any amounts paid to Investor in connection with such covenant breach if Investor has recovered (taking into account all amounts actually recovered by Investor both from the Company and the provider of such R&W Insurance Policy) more than the amount necessary to make it whole in connection with such breach.

Following the Closing, and except in the case of fraud, the R&W Insurance Policy, if any, shall be the sole and exclusive source of recovery and remedy for any losses sustained, suffered or incurred by Investor, its affiliates, or any of their respective successors or assigns, resulting from any breach, misstatement, misrepresentation, inaccuracy or omission by the Company of its representations and warranties contained in the Stock Purchase Agreement. No decision on the part of Investor not to purchase the R&W Insurance Policy, or to have such R&W Insurance Policy bound as of Closing, shall be deemed to amend, modify or undermine, in whole or in part, the limitations set forth in this paragraph.

Termination

The Stock Purchase Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

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by either party if the Closing shall not have occurred on or prior to the Outside Closing Date; provided, however, that this right to terminate shall not be available to any party if the breach by such party of its representations and warranties or the failure of such party to perform any of its covenants has been the principal cause of or primarily resulted in the events specified in this section;

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by any party if any action, suit, investigation, proceeding, order, judgment, decree, injunction or other legal restraint or prohibition enjoining or otherwise prohibiting the consummation of the Transactions shall be in effect and shall have become final and non-appealable prior to the Closing Date; provided, however, that the party seeking to terminate pursuant to this section shall have used the required efforts to cause the Legal Impediment to Issuance condition to Closing to be satisfied;

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by Investor if the Company breaches any of its representations or warranties or failed to perform (or cause to be performed) any of its covenants or agreements, which breach or failure to perform (i) would give rise to the failure of the condition that the Company’s representations and warranties be true and correct in all material respects and (ii) is incapable of being cured prior to the Outside Closing Date, or if capable of being cured, shall not have been cured within thirty (30) calendar days (but in no event later than the Outside Closing Date) (a “Company Breach”); or

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by the Company if Investor shall have breached any of its representations or warranties or failed to perform (or cause to be performed) any of its covenants or agreements, which breach or failure to perform (i) would give rise to the failure of the condition that Investor’s representations and warranties be true and correct in all material respects and (ii) is incapable of being cured prior to the Outside Closing Date, or if capable of being cured, shall not have been cured within thirty (30) calendar days (but in no event later than the Outside Closing Date) (an “Investor Breach”); provided, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements hereunder which breach would give rise to the failure of the condition that its representations and warranties be true and correct in all material respects.

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Effect of Termination

In the event of the termination of the Stock Purchase Agreement, the Stock Purchase Agreement shall forthwith become null and void, other than certain surviving obligations, all of which will survive termination of the Stock Purchase Agreement), and, subject to the below, there will be no liability on the part of Investor or the Company or their respective directors, officers and Affiliates in connection with the Stock Purchase Agreement, except that no such termination shall relieve any party from liability for damages to another party resulting from a willful and material breach of the Stock Purchase Agreement prior to the date of termination or from fraud.

Without limiting the foregoing,

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in the event of a Company Breach, in addition to any other remedy available to Investor at law or in equity, Investor may either (x) terminate the Stock Purchase Agreement, in which case Investor will have the right to commence a proceeding against the Company for damages (including reasonable attorney’s fees, diligence fees and third-party costs incurred by Investor in connection with the Transactions); or (y) bring an action against the Company to seek specific performance of the Company’s obligations hereunder; and

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in the event of an Investor Breach, the Company may as its sole and exclusive remedy terminate the Stock Purchase Agreement, in which case the Company will have the right to commence a proceeding against Investor for its actual out of pocket expenses and damages incurred in connection with the transaction contemplated by the Stock Purchase Agreement (including reasonable attorney’s fees and third-party costs incurred by the Company in connection with the Transactions), such damages not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate.

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Amendments

The Stock Purchase Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of the Stock Purchase Agreement may be waived, only by a written instrument signed by all the parties or, in the case of a waiver, by the party waiving compliance.

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Related Agreements

The Stock Purchase Agreement contemplates that, at or before the Closing, the Company and the Investor will enter into, or cause to be entered into, the following additional agreements:

Asset Management Agreement

The Asset Management Agreement will provide that the TPH Manager will agree to provide certain services in connection with the construction (with respect to the 77G Property), management, operation, supervision and maintenance of the 77G Property and 237 11 th Property (including, without limitation, the management and supervision of any third party property manager at each such property and the management of the 237 11 th Litigation). To compensate TPH Manager for such services, the JV will pay an annual management fee to TPH Manager equal to the greater of (x) $400,000 or (y) 1.25% of (i) the outstanding principal balance of the CCF (including any PIK interest and accrued interest thereunder to the extent added to the principal balance of such loan) plus (ii) the outstanding principal balance of the Mezzanine Loan (including any PIK interest and accrued interest thereunder to the extent added to the principal balance of such loan), plus (iii) the principal balance of any future fundings of any type under the CCF and/or Mezzanine Loan. The Asset Management Agreement will continue until the earlier to occur of (a) both consummation of a sale, transfer, conveyance or other disposition of the 77G Property and 237 11 th Property and the final resolution of the 237 11 th Litigation, or (b) the earlier termination of the Asset Management Agreement pursuant to the terms therein. The JV will have the right to terminate the Asset Management Agreement at any time with or without cause, provided that if the TPH Manager is terminated without cause prior to the 18-month anniversary of the Asset Management Agreement, the TPH Manager will be entitled to a termination payment equal to 75 days’ payment of the management fee, based on the average fee paid to the TPH Manager during the immediately prior 12 months. After the 18-month anniversary of the Asset Management Agreement, the TPH Manager will also have the right to terminate the Asset Management Agreement in its sole and absolute discretion, upon not less than 75 days’ prior written notice to the JV. The term “Cause” means (a) the Company ceasing to be a member under the JV Operating Agreement, (b) TPH Manager transfers its rights or obligations under the Asset Management Agreement in violation of the terms therein, (c) TPH Manager files or consents to a petition in bankruptcy, (d) TPH Manager, any Key Manager Employee (defined below) or any affiliate is convicted of fraud or is determined by a court of competent jurisdiction pursuant to a final judgment to have committed an act of fraud, (e) any misappropriation, gross negligence or willful misconduct by TPH Manager, any Key Manager Employee or any affiliate of the foregoing (which is curable one time during the term of the Asset Management Agreement if committed by a non-senior level employee), (e) any of the Company, TPH Manager or any Key Manager Employee is convicted of a felony crime or crime of moral turpitude, (f) any representation or warranty made by TPH Manager under the Asset Management Agreement is untrue in any material respect and remains uncured after notice from the JV, (g) a material breach by TPH Manager of the terms of the Asset Management Agreement (other than as set forth above in this definition) which breach has a material adverse effect on the JV and remains uncured after notice from the JV, or (h) the breach or failure to comply by the JV or any subsidiary with any loan documents (other than, in the case of loan documents in which an affiliate of JV Investor is a lender, with respect to any key person provisions relating to Mr. Messinger or a replacement) in the event such breach or failure is caused by the actions of TPH Manager, Key Manager Employee or any affiliate and continues after the giving of any required notice and the expiration of any applicable cure period under such loan documents, and which is not the subject of a forbearance or waiver from such lender. Under the Asset Management Agreement, “Key Manager Employee” means Mr. Messinger or a replacement officer or employee of TPH Manager with reasonably equivalent skills and abilities (as determined by the JV Investor on behalf of the JV in its reasonable discretion). In the event Mr. Messinger fails to be involved in the day-to-day operations of the TPH Manager pursuant to the Asset Management Agreement, the JV agrees its sole and exclusive remedy will be to terminate TPH Manager without cause on 30 days notice.

The form of Asset Management Agreement is attached as Exhibit D to Annex A to this Consent Solicitation Statement. Stockholders are urged to read the Asset Management Agreement in its entirety.

Amended and Restated CCF

The amended and restated credit agreement, among the JV, as borrower, certain subsidiaries of the JV, as guarantors, and the Company Investor, as initial lender, and a third-party agent, as administrative agent (the

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“Amended and Restated CCF”), amends and restates the original CCF to, among other things, (i) release certain of the Company’s subsidiaries as guarantors, other than TPH 470 4 th Avenue Investor LLC, (ii) pledge the equity of the JV, as borrower, held by the Company to the Company Investor, as lender, (iii) implement a new maturity date of June 2026, (iv) offer the interest rate options of either (1) all PIK or (2) a combination of cash pay interest rate (4.875%) and the PIK interest rate (5.45%) and (v) release the Company’s obligations and cure of all defaults under the CCF. The form of Amended and Restated CCF is attached as Exhibit C to Annex A to this Consent Solicitation Statement.

Registration Rights Agreement

The registration rights agreement between the Company and the Investor (the “Registration Rights Agreement”), will provide the Investor with certain customary registration rights with respect to the Investor Shares, including, if requested by the Investor, the obligation of the Company to file a resale shelf registration statement (the “Shelf Registration Statement”) with the SEC with respect to the offer and sale of the Investor Shares. Upon such registration, these shares will be freely tradable in the public market without restriction (other than restrictions imposed on any affiliates of the Company). The form of Registration Rights Agreement is attached as Exhibit A to Annex A to this Consent Solicitation Statement.

Effects of the Transactions

The proposed transaction includes substantially all of the existing operations of the Company. Substantially all of the real estate assets and associated liabilities, will be contributed into the JV. The Company’s post-transaction Consolidated Balance Sheet is anticipated to consist of net cash proceeds from the Transaction, an investment in the JV representing the equity method investment in the newly formed JV, minimal accounts payable amounts related to the Company’s general and administrative expenses, and the remaining equity value of the Company. The Company’s equity method investment in the JV will initially be recorded at fair value resulting in a gain or loss upon the derecognition of the assets and liabilities. The value of the equity interest in the JV has not been determined. The post-transaction Consolidated Statement of Operations and Comprehensive Loss is anticipated to consist of revenue generated from the Asset Management Agreement, equity pick up of the Company’s share of income/loss generated by the investment in the JV, general and administrative expenses related to the operations of the Company, and any related tax expense. As of the date of this filing, the Company’s accounting analysis for the Transactions is not complete and therefore subject to change.

Requested Stockholder Authorization

For the reasons set forth above, and the others described elsewhere in this Consent Solicitation Statement, the Board of Directors recommends stockholder authorization by adoption of the following resolutions:

WHEREAS, the Board has adopted, approved and authorized the Stock Purchase Agreement, JV Operating Agreement and the transactions contemplated thereby (the “Transactions”) and has recommended that the Company’s stockholders adopt resolutions authorizing the Stock Purchase Agreement, JV Operating Agreement and the Transactions.

NOW THEREFORE, BE IT RESOLVED, that the Stock Purchase Agreement, JV Operating Agreement and the Transactions are hereby authorized in all respects; and be it further

RESOLVED, that, pursuant to Section 271(b) of the Delaware General Corporation Law, notwithstanding the approval of the Stock Purchase Agreement, JV Operating Agreement and the Transactions, the Board may abandon the Stock Purchase Agreement, JV Operating Agreement and the Transactions without further action by the Company’s stockholders, subject to the rights, if any, of third parties under any contract relating thereto.

STOCKHOLDER APPROVAL IS A CONDITION TO CLOSING THE TRANSACTIONS. IF STOCKHOLDER APPROVAL IS NOT OBTAINED, AND THE CONDITION IS NOT WAIVED BY THE PARTIES, OR THE TRANSACTIONS ARE NOT COMPLETED FOR ANY OTHER REASON, THE COMPANY EXPECTS TO FILE FOR BANKRUPTCY PROTECTION WITHIN A SHORT PERIOD OF TIME.

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OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS PROVIDE

THEIR WRITTEN CONSENT “FOR” THE JOINT VENTURE PROPOSAL.

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ISSUANCE OF COMMON STOCK PROPOSALS

Our Common Stock is listed on the NYSE American. We are seeing stockholder approval of two proposals regarding the issuance of Common Stock pursuant to the Stock Purchase Agreement, outlined below.

Issuance of Common Stock Proposal — 20% Rule

Section 713(a) of the NYSE American LLC Company Guide requires stockholder approval in connection with a transaction involving the issuance or potential issuance of additional shares equal to 20% or more of the presently outstanding stock of the issuer for less than the greater of book or market value of its stock (the “20% Rule”). At Closing, the Company Investor will be issued 25,112,245 shares of our Common Stock. Because the shares of our Common Stock issuable to the Company Investor under the Stock Purchase Agreement may require stockholder approval under the 20% Rule, we are asking our stockholders to approve the issuance under of the Investor Shares to the Company Investor under the terms and conditions of the Stock Purchase Agreement, which approval may be required to comply with Section 713(b) of the NYSE American LLC Company Guide. Stockholder approval of this Proposal is being sought solely to comply with the terms of the Stock Purchase Agreement and the 20% Rule.

Issuance of Common Stock Proposal — Change of Control

Section 713(b) of the NYSE American LLC Company Guide requires stockholder approval in connection with a transaction involving the issuance or potential issuance of additional shares which would result in a change of control of the issuer (the “Change of Control Rule”). As a result of the Transactions, the Investor will have significant voting power to determine the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including, but not limited to, the election of directors and the approval of corporate transactions. Because the shares of our Common Stock issuable to the Company Investor under the Stock Purchase Agreement may constitute a change in control (as defined by the NYSE American), we are asking our stockholders to approve the issuance of the Investor Shares to the Company Investor under the terms and conditions of the Stock Purchase Agreement, which approval may be required to comply with the Change of Control Rule. Stockholder approval of this Proposal is being sought solely to comply with the terms of the Stock Purchase Agreement and the Change of Control Rule.

Effect upon Rights of Existing Stockholders

Our current stockholders will continue to own their existing shares after the transaction described in the Issuance of Common Stock Proposals. If stockholders approve the Issuance of Common Stock Proposals, the principal effect upon the rights of existing stockholders upon the issuance of the Investor Shares will be a dilution in their current percentage ownership in the Company. Assuming the Investor Shares are issued to the Company Investor, the Company Investor will beneficially own in the aggregate a significant portion of our outstanding shares of Common Stock, not including any shares of Common Stock the Company Investor can hold upon conversion of outstanding convertible securities of the Company which the Company Investor holds. Prior to the issuance of the Investor Shares, there were 38,562,646 shares of Common Stock outstanding. Following the issuance of the Investor Shares, the Company Investor will beneficially own approximately 40.6% of the issued and outstanding shares of Common Stock, including its 750,000 existing-owned shares. The issuance of the Investor Shares and any future potential sales of such shares into the public market could also materially and adversely affect the market price of our Common Stock.

STOCKHOLDER APPROVAL IS A CONDITION TO CLOSING THE TRANSACTIONS. IF STOCKHOLDER APPROVAL IS NOT OBTAINED, AND THE CONDITION IS NOT WAIVED BY THE INVESTOR, OR THE TRANSACTIONS ARE NOT COMPLETED FOR ANY OTHER REASON, THE COMPANY EXPECTS TO FILE FOR BANKRUPTCY PROTECTION WITHIN A SHORT PERIOD OF TIME.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS PROVIDE

THEIR WRITTEN CONSENT “FOR” EACH OF THE ISSUANCE OF

COMMON STOCK PROPOSALS.

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FINANCIAL STATEMENTS

Our consolidated financial statements as of and for the years ended December 31, 2022 and 2021 and the notes thereto and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2022 are included as Annex B to this Consent Solicitation Statement. Our condensed consolidated financial statements as of and for the nine months ended September 30, 2023 and 2022 and the notes thereto and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 are included as Annex C to this Consent Solicitation Statement.

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single Consent Solicitation Statement or other consent materials (collectively, “Consent Materials”) addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Broadridge may deliver a single set of Consent Materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or Broadridge that they or Broadridge will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate Consent Materials, please notify your broker if your shares are held in a brokerage account or Broadridge if you hold registered shares of capital stock. Broadridge will also deliver a separate copy of this Consent Solicitation Statement to any stockholder upon written request. Similarly, stockholders who have previously received multiple copies of Consent Materials may notify Broadridge by following the instructions below.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these materials, you must request one. There is no charge for requesting a copy. Please choose one of the following methods to make your request:

BY INTERNET: www.materialnotice.com

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BY TELEPHONE: 1-800-579-1639

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BY E-MAIL: sendmaterial@materialnotice.com

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the periodic reporting requirements of the Exchange Act and, in accordance therewith, file reports and other information with the SEC. Such material may be accessed electronically at the SEC’s website at http://www.sec.gov. Statements made in this Consent Solicitation Statement concerning the provisions of any contract, agreement, indenture or other document referred to herein are not necessarily complete. With respect to each such statement concerning a contract, agreement, indenture or other document filed with the SEC, reference is made to such filing for a more complete description of the matter involved, and each such statement is qualified in its entirety by such reference.

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ANNEX A​

FORM OF STOCK PURCHASE AGREEMENT

CERTAIN PORTIONS OF THIS ANNEX HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 5, 2024 (the “Effective Date”), is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) TPHS Lender LLC, a Delaware limited liability company (the “Company Investor” and TPHS Investor LLC, a Delaware limited liability company (the “JV Investor”, and together with the Company Investor, the “Investor”). Any reference to the “Investor” in this Agreement shall refer to the Company Investor and/or the JV Investor as the context may require.

WHEREAS, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, 25,112,245 shares (the “Investor Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in a private placement transaction on the terms set forth herein;

WHEREAS, at the closing of the purchase and sale of the Investor Shares hereunder (the “Closing”), the Company will enter into (i) a Registration Rights Agreement with Investor, substantially in the form of Exhibit A hereto (the “Registration Rights Agreement”), which provides for the registration by the Company of the Investor Shares, and (ii) an amended and restated limited liability company operating agreement of TPHGreenwich Holdings LLC (“TPHGreenwich Holdings”) with the Investor, substantially in the form of Exhibit B hereto (the “JV Operating Agreement”); and

WHEREAS, at the Closing, the Company will cause (i) TPHGreenwich Holdings to enter into an amended and restated credit agreement, by and among TPHGreenwich Holdings, as borrower, certain subsidiaries of TPHGreenwich Holdings, as guarantors, and the Investor, as lender and as administrative agent, substantially in the form of Exhibit C hereto (the “CCF Amendment”), which amends and restates that certain Credit Agreement, dated as of December 19, 2019, by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the initial lender named therein, as lender, and the Investor, as administrative agent, as amended and restated from time to time (the “CCF”), and (ii) a newly formed wholly-owned subsidiary of the Company (the “TPH Manager”) to enter into an Asset Management Agreement with TPHGreenwich Holdings, substantially in the form of Exhibit D hereto (the “Management Agreement”, and together with this Agreement, the Registration Rights Agreement, the JV Operating Agreement and the CCF Amendment, the “Transaction Agreements”), pursuant to which TPH Manager will agree to provide certain management and advisory services to TPHGreenwich Holdings and its Subsidiaries.

NOW, THEREFORE, in consideration of the mutual promises, agreements, representations, warranties and covenants contained herein, each of the parties hereto hereby agrees as follows:

1. Purchase and Sale of the Investor Shares.

(a) Subject to the terms and conditions of this Agreement, the Company will issue and sell to the Investor, and the Investor will purchase from the Company, the Investor Shares at a price of $0.30 per Investor Share (the “Purchase Price”).

(b) The Investor shall have the right to arrange for one or more of its Affiliates (each, an “Affiliated Purchaser”) to purchase any Shares issuable to the Investor pursuant to this Agreement, by written notice to the Company at or prior to the Closing Date (defined below), which notice shall be signed by the Investor and each Affiliated Purchaser, and shall contain a confirmation by the Affiliated Purchaser of the accuracy in all material respects with respect to it of the representations set forth in Section 5. In no event will any such arrangement relieve the Investor from its obligations under this Agreement. The term “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in effect on the date hereof. “Business Day” means each Monday, Tuesday, Wednesday,

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Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

(c) The Closing will occur at 10:00 a.m., New York City time, as soon as practicable following the date on which all conditions to the Closing identified in this Agreement have been satisfied or waived (other than such conditions that by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions by the party to whose benefit such conditions inure), or on such other date as is mutually agreed upon by the Company and Investor (the date of the Closing, the “Closing Date”). In no event shall the closing occur later than January 31, 2024 (as same may be extended, the “Outside Closing Date”). Investor shall have the right, but not the obligation, to extend the Outside Closing Date in its sole discretion.

(d) Delivery to the Investor of the Investor Shares acquired by the Investor pursuant to this Agreement will be made by the Company to the account of the Investor (or to such other accounts, including the account of an Affiliated Purchaser, as the Investor may designate in accordance with this Agreement), against payment of the Purchase Price made by wire transfer in immediately available United States funds for deposit into the Purchase Price Reserve Account (as defined below) and to be used solely for Permitted Purchase Price Reserve Account Purposes (as defined below). At the Closing, the Investor Shares shall be issued and held in book-entry form with the Company’s transfer agent and registered in the name of the Investor, and as soon as practicable and in any event within one (1) Business Day after the Closing Date, the transfer agent shall have issued a Direct Registration System (DRS) statement evidencing that the shares of Common Stock have been issued and are held in book-entry form. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Kramer Levin Naftalis & Frankel LLP or as directed by the Investor, on the Closing Date.

The term “Permitted Purchase Price Reserve Account Purposes” means (i) payment of the transaction expenses set forth on the Closing Statement in accordance with Section 1(e), (ii) payment of any operating costs less than $25,000 individually, or $75,000 in the aggregate (including any payments from any cash sources of the Company or its Subsidiaries that are not made from funds on deposit in the Purchase Price Reserve Account), or (iii) any other payments with the Investor’s prior written consent (which may be by email); provided that the parties agree that, from and after the Closing until the occurrence of a Dissolution Event (as hereinafter defined), $200,000 of the amount deposited into the Purchase Price Reserve Account shall at all times be available to the Company (without reservation or condition) from time to time for purposes of timely fulfilling any obligations of the Company to indemnify or advance expenses to any current or former directors or officers or their respective heirs, executors or administrators pursuant any agreements or organizational documents of the Company.

The term “Purchase Price Reserve Account” means a “deposit account” as defined in Article 9 of the Uniform Commercial Code of New York (the “UCC”) into which the purchase price described in this Section 1(d) is deposited, which shall be subject to an account control agreement the terms and conditions of which are reasonably satisfactory to Investor and that is sufficient for Investor to obtain “control” ​(within the meaning of Article 9 of the UCC).

The requirements to maintain the Purchase Price Reserve Account and comply with the Permitted Purchase Price Reserve Account Purposes shall survive the Closing.

(e) At Closing, Investor shall pay or cause to be paid from the Purchase Price Reserve Account, on behalf of the Company, the transaction expenses as set forth on the closing statement attached hereto as Schedule 1(e) (the “Closing Statement”) in accordance with the payment instructions as set forth on the Closing Statement. The Company acknowledges and agrees that at Closing each of Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), The Ackman-Ziff Real Estate Group LLC (“Ackman-Ziff”) and Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”, and together with Houlihan Lokey and Ackman-Ziff, the “Company Advisors”), and BDO shall be paid $1,533,484.42, $270,000.00, $1,102,040.00 and $60,952.50, respectively, as set forth on the Closing Statement. At the Closing, the Company shall cause TPHGreenwich Owner LLC (the “77G Owner”) to pay to the Company project loan proceeds in an amount equal to $499,719 disbursed by Macquarie PF Inc. (“Macquarie”) to reimburse the Company for (indirect) equity contributions made to 77G Owner for certain operating costs for the 77G Property.

(f) All Investor Shares will be delivered with any and all issue, stamp, transfer, sales and use, or similar taxes or duties payable in connection with such delivery duly paid by the Company.

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(g) At the Closing, Investor and the Company shall enter into, execute and deliver, or cause to be entered into, executed and delivered, the following agreements:

(i) the Registration Rights Agreement,

(ii) CCF Amendment,

(iii) the JV Operating Agreement,

(iv) the Management Agreement,

(v) an agreement providing for the assignment of five percent (5%) of the membership interests in TPHGreenwich Holdings to JV Investor, in form acceptable to Investor,

(vi) all transfer tax forms required in connection with the consummation of the Transactions contemplated herein, if any, and

(vii) such other documentation as shall be reasonably required to close the transactions contemplated by this Agreement.

In furtherance of the foregoing, at the Closing each of Investor and the Company shall deliver or cause to be delivered to the other party a duly executed counterpart of each such agreement to which Investor or the Company, or an Affiliate thereof, as the case may be, is a party.

2. Representations and Warranties of the Company. Except (i) as provided in Section 4, or (ii) as set forth in the Company disclosure schedules, dated as of the date hereof, relating to this Agreement that have been provided to Investor (the “Company Disclosure Schedules”) (collectively, the “R&W Exceptions”), the Company represents and warrants to, and agrees with Investor, as set forth below.

(a)Organization and Qualification. The Company and each of its Subsidiaries (defined below) has been duly organized and is validly existing in good standing under the laws of its respective jurisdiction of incorporation, with the requisite power and authority to own its properties and conduct its business as currently conducted. Each of the Company and its Subsidiaries has been duly qualified as a foreign corporation or organization for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except to the extent that the failure to be so qualified or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. For the purpose of this Agreement, “Material Adverse Effect” means (x) any material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company or its Subsidiaries, taken as a whole, (y) any material adverse effect on the ability of the Company, subject to the approvals and other authorizations set forth in Section 2(g), to consummate the transactions contemplated by this Agreement, or (z) any material default under any material agreement, debt financing arrangement, construction agreement, real estate sale-purchase agreement (including, without limitation, any material default under pending condominium unit sale agreements), zoning agreement, or any condominium offering plans, disclosure documents, or agreements related thereto, in each case, to which the Company or any Subsidiary is a party; provided, however, that “Material Adverse Effect” shall not include the impact on such business, condition (financial or otherwise), results of operations or ability to consummate the transactions contemplated by this Agreement arising out of or attributable to, either alone or in combination with any other change, effect, circumstance, occurrence, event, condition or fact (“Effects”) of the following: (i) Effects that generally affect the industry in which the Company and its Subsidiaries operate, (ii) general economic conditions, (iii) Effects resulting from changes affecting financial, banking, securities or commodities markets (including in each of clauses (i), (ii) and (iii) above, any Effects resulting from an outbreak or escalation of hostilities, acts of war or terrorism, political instability or other national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case whether or not involving the United States), (iv) Effects arising from changes in laws, rules, regulations or accounting principles, or (v) any change in the price or trading volume of the Company’s outstanding securities (it being understood that the facts or occurrences giving rise to or contributing to such change in stock price or trading volume may be deemed to constitute, or be taken into account in determining whether there has been, or will be, a Material Adverse Effect); except if such Effect results from, or is attributable to, any of the matters described in clauses (i), (ii),

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(iii), or (iv) above and disproportionately affects the Company and its Subsidiaries, taken as a whole, relative to other businesses in the industry in which the Company and its Subsidiaries operate (but taking into account for purposes of determining whether a Material Adverse Effect has occurred only the disproportionate portion of such adverse effect). For the purposes of this Agreement, a “Subsidiary” of any person means, with respect to such person, any corporation, partnership, joint venture or other legal entity of which such person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, has the power to elect a majority of the board of directors or similar governing body, or has the power to direct the business and policies.

(b)Corporate Power and Authority. The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement and the other Transaction Agreements to which it is a party, and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby, including the issuance of the Investor Shares. The Company has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement, including the issuance of the Investor Shares.

(c)Execution and Delivery; Enforceability. Each Transaction Agreement to which the Company is a party has been, or prior to its execution and delivery at the Closing will be, duly and validly executed and delivered by the Company, and each such document constitutes, or will constitute, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(d)Authorized and Issued Capital Stock. The authorized capital stock of the Company consists of 79,999,997 shares of Common Stock, two shares of a class of preferred stock (one each of Series A Preferred Stock, par value $0.01 per share, and Series B Preferred Stock, par value $0.01 per share, both of which were previously issued and redeemed), one share of a class of special stock, par value $0.01 per share, and 40,000,000 shares of a class of designation preferred stock, par value $0.01 per share. At the close of business on the Effective Date, (i) 45,358,854 shares of Common Stock were issued and 38,562,646 shares of Common Stock were outstanding, (ii) 6,796,208 shares of Common Stock were held by the Company in its treasury, (iii) 948,168 shares of Common Stock were reserved for issuance upon settlement of outstanding restricted stock units (each, an “RSU” and, collectively, the “RSUs”) granted under the Trinity Place Holdings Inc. 2015 Stock Incentive Plan, as amended (the “Stock Plan”) and pursuant to that certain employment agreement by and between the Company and Matthew Messinger, dated October 1, 2013 and as amended on September 11, 2015 (the “Messinger Employment Agreement”), (iv) one (1) share of special stock, par value $0.01 per share, was issued and outstanding. All capital stock or equity interests of each of the Company’s Subsidiaries is owned as set forth in Section 3(a). The issued and outstanding shares of capital stock of the Company and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable, and are not subject to any preemptive rights. Except as set forth in this Section 2(d), at the close of business on the Effective Date, no shares of capital stock or other equity securities or voting interest in the Company or any of its Subsidiaries were issued, reserved for issuance or outstanding. Since the close of business on the Effective Date, no shares of capital stock or other equity securities or voting interest in the Company or any of its Subsidiaries have been issued or reserved for issuance or become outstanding, other than Shares described in this Section 2(d) that have been issued upon the vesting and settlement of RSUs granted under the Stock Plan, the Messinger Employment Agreement and other than the shares to be issued hereunder. Other than as set forth in (i) this Section 2(d), (ii) the Company’s certificate of incorporation, (iii) the Warrant Agreement, dated as of December 19, 2019, by and between the Company and the Company Investor, as amended (the “Company Investor Warrant Agreement”), and (iv) this Agreement, neither the Company nor any of its Subsidiaries is party to or otherwise bound by or subject to any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which (w) obligates the Company or any of its Subsidiaries to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, the Company or any of its Subsidiaries, (x) obligates the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment,

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contract, arrangement or undertaking, (y) restricts the transfer of any shares of capital stock of the Company or (z) relates to the voting of any shares of capital stock of the Company or any of its Subsidiaries.

(e)Issuance. The Investor Shares to be issued and sold by the Company to Investor or any Affiliated Purchasers hereunder, when such Investor Shares are issued and delivered against payment therefor in accordance with the terms hereof, will be duly and validly authorized, fully paid and non-assessable, free and clear of all taxes, liens, preemptive rights, rights of first refusal, subscription and similar rights.

(f)No Conflict. The execution and delivery by the Company of the Transaction Agreements to which it is a party and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and in the other Transaction Agreements (including issuance and sale of Investor Shares to Investor) (i) will not, conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) will not result in any violation of the provisions of the certificate of incorporation or by-laws or comparable organizational documents of the Company or any of its Subsidiaries, and (iii) subject to the receipt of the consents and approvals contemplated in Section 2(g), will not result in any violation of, or any termination or impairment of any rights under, any law, rule or regulation, any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, in each case, that is material to the operations of the Company and its Subsidiaries.

(g)Consents and Approvals. No consent, approval, authorization, order, registration, notice, filing, recording or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties is required for the execution and delivery by the Company of the Transaction Agreements to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and by the other Transaction Agreements, including the sale, issuance and delivery of the Investor Shares to Investor hereunder, except such consents, approvals, authorizations, registrations or qualifications listed on Schedule 2(g) as may be required by the NYSE American LLC exchange (the “NYSE American”) or the filing of a Form D (Notice of Exempt Offering of Securities) in connection with the sale and issuance of the Investor Shares.

(h)Company SEC Documents. Since January 1, 2020, the Company has filed or submitted all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) (“Company SEC Documents”) with the Securities and Exchange Commission (the “SEC”). As of their respective dates, each of the Company SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. The Company has filed with the SEC all “material contracts” ​(as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) that are required to be filed as exhibits to the Company SEC Documents and there are no contracts or other documents that are required under the Exchange Act to be described in the Company SEC Documents that are not so described. No Company SEC Document filed after January 1, 2020, when filed, or, in the case of any Company SEC Document amended or superseded prior to the date of this Agreement, then on the date of such amending or superseding filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any Company SEC Documents filed with the SEC prior to the Closing Date, when filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(i)Financial Statements. The financial statements and the related notes of the Company and its consolidated Subsidiaries included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Shelf Registration Statement (as defined in the Registration Rights Agreement), comply or will comply, as the case may be, with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial

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position, results of operations and cash flows of the Company and its Subsidiaries as of the dates indicated and for the periods specified, subject, in the case of the unaudited financial statements, to absence of disclosure normally made in footnotes and to customary year-end adjustments which shall not be material; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Shelf Registration Statement, present fairly the information required to be stated therein in all material respects; and the other financial information included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Shelf Registration Statement, has been or will be derived from the accounting records of the Company and its Subsidiaries and presents fairly or will present fairly the information shown thereby in all material respects.

(j)Shelf Registration Statement. The Shelf Registration Statement will comply with the Securities Act, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Company makes no representation and warranty with respect to any statements or omissions made in reliance on and in conformity with information relating to Investor furnished to the Company in writing by Investor expressly for use in the Shelf Registration Statement and any amendment or supplement thereto.

(k)Absence of Certain Changes. Since January 1, 2023, other than as disclosed in the Company SEC Documents prior to the date hereof and as set forth on Schedule 2(k), and except for actions to be taken pursuant to the Transaction Agreements:

(i) there has not been any change in the capital stock from that set forth in Section 2(d) or in long-term debt of the Company or any of its Subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock;

(ii) the Company has not incurred any material liability other than in the ordinary course of business; and

(iii) no event, fact or circumstance has occurred which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(l)No Violation or Default; Compliance with Laws. Neither the Company nor any of its Subsidiaries is in violation of its charter or by-laws or similar organizational documents. Except as provided on Schedule 2(l), neither the Company nor any of its Subsidiaries is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is, or has been at any time since January 1, 2020 in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority that is material to the operations of the Company and its Subsidiaries.

(m)Legal Proceedings. Except as described in the Company SEC Documents filed prior to the date hereof, there are no (i) actions, suits, litigations, claims, disputes, inquiries, arbitrations or other proceedings (“Actions”) pending against the Company or any of its Subsidiaries, or (ii) pending or threatened investigations or audits by any governmental or regulatory authority, in each case that are that required under the Exchange Act to be described in the Company SEC Documents or that if determined adversely to the Company or any of its Subsidiaries, would be material to the operations of the Company and its Subsidiaries taken together as a whole. Except as described in the Company SEC Documents filed prior to the date hereof, there are no outstanding orders, writs, injunctions, decrees, stipulations, determinations or awards entered by or with any governmental entity or addressed to or naming as a party the Company or any of its Subsidiaries, and there are no unsatisfied judgments, penalties or awards against, relating to or affecting the Company or any of its Subsidiaries.

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(n)Employee Benefit Matters.

(i) The Company has made available to Investor a true, correct and complete copy of each material welfare plan (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), pension plan (as defined in Section 3(2) of ERISA), benefit, retirement, employment, consulting, compensation, incentive, profit sharing, stock option, restricted stock, restricted stock unit, stock appreciation right, phantom equity, deferred compensation, bonus, change in control, severance, retiree medical, vacation, disability, life insurance, paid time off, fringe-benefit and other similar agreement, plan, policy, program and other arrangement (and any amendments thereto), covering one or more current or former directors, officers, employees, and individual service providers of the Company or any of its Subsidiaries (each, a “Relevant Service Provider”) and/or the beneficiaries or dependents of any such Relevant Service Provider, that is maintained, sponsored, contributed to, or required to be maintained, sponsored or contributed to by the Company, any trade or business, whether or not incorporated, that, together with the Company, is (or, to the extent the Company has any ongoing liability with respect thereto, was) treated as a single employer for purposes of Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their respective Subsidiaries, or under which the Company or any of its Subsidiaries has or may reasonably be expected to have any liability thereunder (contingent or otherwise), in each case, whether written or unwritten, funded or unfunded, whether or not subject to ERISA (each, a “Benefit Plan”), each of which are described and/or set forth on Schedule 2(n)(i).

(ii) Each Benefit Plan has been established, maintained, operated and administered in all material respects in accordance with its terms and in all respects in compliance with applicable Law, including ERISA and the Code.

(iii) Except as disclosed on Schedule 2(n)(iii), no Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment or service with the Company.

(iv) Except as disclosed on Schedule 2(n)(iv), there have not been, nor are there presently, any benefits or other amounts paid or payable to any current or former director of the Company or any Affiliate thereof.

(v) There is no pending or threatened Actions relating to a Benefit Plan, and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a governmental entity or is the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any governmental entity.

(vi) With respect to each Benefit Plan subject to Title IV of ERISA (each, a “Pension Plan”): (A) no liability to the Pension Benefit Guaranty Corporation (the “PBGC”) has been incurred (other than for premiums not yet due); (B) no such Pension Plan is in “at risk” status, within the meaning of Section 430 of the Code or Section 303 of ERISA; (C) no “reportable event” within the meaning of Section 4043 of ERISA (for which the 30-day notice requirement has not been waived by the PBGC) has occurred within the last twenty-four months; (D) no Lien has arisen or would reasonably be expected to arise as a result of actions or inactions under ERISA or the Code on the assets of the Acquired Companies; and (E) no such Pension Plan has failed to satisfy the “minimum funding standard” ​(as defined in Section 412 of the Code). The Company has no liability, contingent or otherwise, under Title IV of ERISA by reason of being an ERISA Affiliate with any Person.

(vii) Neither the Company, nor any of its ERISA Affiliates, sponsors, maintains, contributes to or is required to sponsor, maintain or contribute to, or has any liability with respect to (including on account of any of their respective ERISA Affiliates), any “multiemployer plan” as defined in Section 3(37) of ERISA.

(viii) Except as set forth on Schedule 2(n)(viii), neither the execution of, nor the consummation of the transactions contemplated by, this Agreement, whether alone or combined with the occurrence of any other event, will, (A) entitle any Relevant Service Provider to any change in control, transaction bonus or retention payment, (B) accelerate the time of payment, funding or vesting of any amounts due, or materially increase the amount of compensation payable, to any Relevant Service Provider, (C) directly

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or indirectly cause the Company to transfer or set aside any assets to fund any material benefits under any Benefit Plan or otherwise or (D) limit the right to merge, amend, modify or terminate any Benefit Plan.

(o)Employee Matters.

(i) The Company has made available to Investor a complete and accurate list of all employees of, and individual independent contractors engaged by, the Company, along with the following information with respect to each: (A) name; (B) title or position; (C) current annual or hourly base compensation rate; (D) commission, bonus, incentive compensation, or other similar compensation paid for calendar year; (E) full-time or part-time status; (F) exempt or non-exempt status; and (G) employment location.

(ii) The Company is not a party to or bound by any collective bargaining agreement or other agreement with any union or other labor organization. The Company has not experienced any picketing, strike, slowdown, work stoppage, lockout or material grievance, claim of unfair labor practices or other collective bargaining dispute at any time. To the Company’s Knowledge, no union organizing effort with respect to any employees of the Company is underway or has occurred within the past three (3) years.

(iii) The Company is, and during the past three (3) years has been, in compliance in all material respects with all applicable Laws relating to labor and employment, including all such applicable Laws relating to wages (including minimum wage and overtime wages), discrimination, harassment, retaliation, workers’ compensation, safety and health, immigration, work authorization, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law.

(iv) No employee or contractor of the Company has within the past three (3) years filed any Action (as defined herein) against the Company alleging misclassification as an independent contractor rather than an employee or a exempt rather than non-exempt under the Fair Labor Standards Act or any state or local equivalent. There are no, and within the last three (3) years there have been no, Actions or material internal complaints or investigations with respect to employment or labor matters (including allegations of employment discrimination, sexual or other discriminatory harassment, sexual assault, retaliation or unfair labor practices) against the Company.

(v) The Company has not at any time implemented a “mass layoff” or “plant closing” ​(as defined by WARN or any similar foreign, state, provincial or local Laws).

(vi) Within the last three (3) years: (A) no officer, director or management-level employee of the Company has been the subject of any allegation of sexual harassment relating to or arising from such person’s employment with the Company; and (B) the Company has not entered into any settlement agreements related to any such allegations of sexual harassment or misconduct by any employee.

(vii) None of the Company Additional Entities, TPHGreenwich Holdings, TPH 470, the Holdings Additional Entities, the Intermediate Entities or the Property Owners now have, or ever have had, any employees.

(p)No Broker’s Fees. Except as disclosed on Schedule 2(p), neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to any brokerage commission, finder’s fee or like payment in connection with the sale of the Investor Shares or the assignment to the JV Investor of the interests in TPHGreenwich Holdings.

(q)No Registration Rights. Except as provided for pursuant to the Transaction Agreements, and except as disclosed on Schedule 2(q), no person has the right to require the Company or any of its Subsidiaries to register any securities for sale under the Securities Act.

(r)Charter; Take-Over Statutes. The board of directors of the Company (the “Company Board”) has taken (or shall have taken by the Closing) all necessary action to waive and/or approve the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby and for purposes of Article Fourteenth of the Company’s certificate of incorporation. No “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (a “Takeover

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Statute”) is applicable to the Company, the Common Stock and the sale and issuance of the Investor Shares or the other transactions contemplated by the Transaction Agreements.

(s)Transactions with Affiliates. Except as set forth on Schedule 2(s), (i) there are no contracts, agreements, arrangements, understandings (in each case whether written or oral), liabilities or obligations between the Company or any of its Subsidiaries, on the one hand, and any current or former officer or director of the Company or any of its Subsidiaries (or any of their respective Affiliates or immediate family members), on the other hand, (ii) neither the Company nor any of its Subsidiaries provides or causes to be provided any assets, services or facilities to any person described in clause (i) of this Section 2(s), (iii) no person described in clause (i) of this Section 2(s) provides or causes to be provided any assets, services or facilities to the Company or any of its Subsidiaries, or derives any benefit from any assets, services or facilities of the Company or any of its Subsidiaries (other than as explicitly contemplated by the terms of such person’s employment by the Company or any of its Subsidiaries).

(t)No Material Misstatements. No representation or warranty made by the Company in this Agreement or any other Transaction Agreement contains an untrue statement of a material fact or omits to state a material fact required to be stated herein or therein or necessary to make the statements contained herein or therein not misleading.

(u)No Solicitation. Neither the Company nor any agent acting on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Investor Shares to any Person or Persons so as to bring the sale of such Investor Shares to Investor within the registration provisions of the Securities Act or any state securities laws. The term “Person” ​(but not “person”) means any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity

(v)Sarbanes-Oxley Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.

(w)No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investor a copy of any disclosures provided thereunder.

(x)Cybersecurity. To the Company’s knowledge, the Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would reasonably be expected to have a Material Adverse Effect on the Company’s business. The Company and its Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as

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defined by the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act; and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. Since January 1, 2020, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(y)Privacy. The Company and its Subsidiaries are in compliance with all applicable state and federal data privacy and security laws and regulations, and the Company and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”) except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance with the Privacy Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). The Company and its Subsidiaries have made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(z)Shareholder Count. The Common Stock is not held of record by either (1) 2,000 or more Persons, or (2) 500 or more Persons who are not accredited investors and accordingly, the Company is not required to register its Common Stock pursuant to Section 12(g) of the Exchange Act, and the rules and regulations promulgated thereunder, including Rule 12g-1, and as interpreted by the SEC in its guidance.

(aa)Deregistration. The Company is not subject to any governmental or stock exchange rules or regulations which would inhibit its ability to complete Deregistration (as hereinafter defined) with the SEC, other than such securities laws that relate to the process with respect to filing and notifications for Deregistration.

3. Additional Representations and Warranties of the Company. Subject to the R&W Exceptions, the Company represents and warrants to, and agrees with Investor, as set forth below.

(a)Membership Interests. The Company owns one hundred percent (100%) of the membership interests in each of TPH 250 N 10 Investor LLC, TPH 223 N 8 th Investor LLC, TPH IP LLC, Filene’s Basement LLC (collectively, the “Company Additional Entities”) and TPHGreenwich Holdings. TPHGreenwich Holdings owns (i) one hundred percent (100%) of the membership interests in each of TPH Merrick LLC and TPH Forest Hill LLC (the “Holdings Additional Entities”); (ii) one hundred percent (100%) of the membership interests in TPHGreenwich Subordinate Mezz LLC (“77G Subordinate Mezz”), which entity owns one hundred percent (100%) of the membership interests in TPHGreenwich Mezz LLC (“77G Mezz”), which entity owns one hundred percent (100%) of the membership interests (the “77G Membership Interests”) in 77G Owner); (iii) one hundred percent (100%) of the membership interests (the “Paramus Membership Interests”) in TPH Route 17 LLC (the “Paramus Owner”); and (iv) one hundred percent (100%)

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of the membership interests in TPH 470 4 th Avenue Investor LLC (“TPH 470”), which entity owns one hundred percent (100%) of the membership interests in 470 4 th Avenue Owner, LLC (the “237 11 th Intermediate Entity”), which entity owns one hundred percent (100%) of the membership interests (the “237 11 th Membership Interests”, and together with the 77G Membership Interests and the Paramus Membership Interests, the “Membership Interests”) in 470 4 th Avenue Fee Owner, LLC (the “237 11 th Owner”, and collectively with the 77G Owner and the Paramus Owner, the “Property Owners”), each free and clear of all liens, charges and encumbrances whatsoever, other than restrictions on transfers of securities under applicable securities law and the terms and conditions of the applicable operating agreements.

(b)Leases, Rents, Tenant Matters, Title, etc.

(i) All of the tenants, subtenants, licenses and other parties having rights of occupancy (collectively, the “Tenants”) in any portion of either (x) those certain residential condominium units owned by 77G Owner located on the property known generally as “77 Greenwich Street, New York, New York” together with the undivided interest in the common elements appurtenant to such units (such units together with the common interest, the “77G Property”), (y) the land and improvements located thereon known generally as “237 11 th Street, Brooklyn, New York” ​(the “237 11 th Property”), or (z) the land and improvements located thereon known generally as “330 Route 17 North, Paramus, New Jersey” (collectively, the “Paramus Property”, together with the 77G Property and the 237 11 th Property, individually referred to as “Property” and collectively, “Properties”), are listed on the rent rolls attached hereto as Schedule 3(b)-1, Schedule 3(b)-2 and Schedule 3(b)-3 (“Rent Rolls”), which includes a description of the space leased to each Tenant, the expiration dates of the leases, licenses and other agreements for the occupancy of space (collectively, “Leases”), the security and other deposits, any prepaid rents, the rental (whether fixed, minimum, escalation, percentage or additional) for leased space or, alternatively, the proposed rental for unleased space identified as such, and a complete index of all Leases and all amendments thereto. The data set forth on the Rent Rolls is true and correct. All Tenants are in possession of the premises leased by them unless otherwise noted on the Rent Rolls. Except as set forth on Schedule 3(b)-1, Schedule 3(b)-2 or Schedule 3(b)-3, (A) each of the Leases is valid and enforceable in accordance with its terms, is in full force and effect, and (B) neither the lessor under the Leases nor any of the Tenants is in default of any of its obligations under any of the Leases. Except as set forth on Schedule 3(b)-1, Schedule 3(b)-2 and Schedule 3(b)-3, no notice of any default of the lessor under the Leases is incipient or remains uncured, and no Tenant has given notice (written or oral) of its intention to vacate its premises prior to expiration of its Lease or otherwise.

(ii) The rents and additional rents shown in the Rent Rolls are actually being paid, and no Tenant has borrowed money from either any Property Owner or the Company to pay rent. Except as set forth on Schedule 3(b)-1, Schedule 3(b)-2 and Schedule 3(b)-3, (w) no Tenant has paid any rent for more than one (1) month in advance, (x) no Tenant claims or is entitled to “free” rent, rent concessions, tenant allowances, rebates, rent abatements, set-offs or offsets against rent, (y) no Tenant contests the pro-rata shares of tax or maintenance increases shown in the Rent Rolls or their obligations to pay any common area charges or cost-of-living increases as required by their Leases, and (z) no Property is subject to any statute or other legal requirement of any kind which limits the right to increase rents, requires the renewal of any Leases or grants a right to purchase to any Tenant.

(iii) All work required to be performed by the lessor under the Leases for initial occupancy of the tenants thereunder has been completed and full payment for such work has been tendered. No tenant allowances are due to the Tenants pursuant to the Leases (other than such as have been paid in full).

(iv) Each Lease is the entire agreement between the Property Owner and the Tenant under such Lease, including all representations and warranties, and there are no other agreements between the Property Owner and such Tenants of any kind. Each Property Owner or the Company has paid in full all obligations for brokerage commissions and finders’ fees incurred in entering into each Lease, whether payable before or after Closing. No brokerage commissions or finders’ fees are payable upon the renewal of any existing Leases.

(v) The Company has delivered or otherwise made available to Investor a true, correct and complete copy of each Lease (including, without limitation, any and all modifications, extensions and amendments thereto).

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(vi) The Tenants named in Section 6(d)(i) are the only commercial tenants with rights of occupancy in any portion of any Property.

(vii) Each Property is owned by the Property Owner described on Schedule 3(a)(vii), in fee, subject to no exceptions other than those shown on the title reports for each such Property attached hereto as Schedule 3(b)(vii) (except to the extent that the existence of such exceptions would not cause the Company to fail to satisfy the condition set forth in Section 9(a)(xiv)), as more fully described on Schedule 3(i) attached hereto.

(c)Contracts. Schedule 3(c)-1, Schedule 3(c)-2 and Schedule 3(c)-3 contain a true and complete list of all contracts and agreements affecting the 77G Property, 237 11 th Property and Paramus Property, respectively, to which the Company, TPHGreenwich Holdings, TPH 470, or any Property Owner is a party (collectively, the “Contracts”).

(d)No Litigation. Except for the 237 11 th Litigation (defined below), and the litigation matters at 77G Property disclosed to Investor as more particularly described on Schedule 3(d), there is no action or proceeding (zoning or otherwise) or governmental investigation (including, without limitation, any eminent domain or similar proceeding) pending, or to the knowledge of the Company, threatened in writing, against or relating to (i) any Property, (ii) the transactions contemplated by the Transaction Agreements, or (iii) the Membership Interests, and, in any such case, to which the Company, TPHGreenwich Holdings, TPH 470 or any Property Owner is a party which would affect Investor or any Property after the Closing, nor, to the best knowledge of such parties, is there any basis for such action. The list of documents set forth on Schedule 3(d) (the proceedings listed thereon, collectively, “237 11 th Litigation”) is a true, correct and complete list of all motions and pleadings filed in connection with, and other material documents related to, the 237 11 th Litigation.

(e)No Foreign Status. None of the Company, TPHGreenwich Holdings, TPH 470, any Intermediate Entity (as hereinafter defined) or Property Owner is a “foreign person” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”).

(f)No Options to Purchase. None of the Company, TPHGreenwich Holdings, TPH 470 nor any of 77G Subordinate Mezz, 77G Mezz (together with 77G Subordinate Mezz, the “77G Intermediate Entities”) or the 237 11 th Intermediate Entity (together with the 77G Intermediate Entities, the “Intermediate Entities”) or any other Property Owner has granted to any person or entity any option or other right to purchase any Property and no person or entity has any option or other right to purchase any Property, provided that the Paramus Owner has executed and delivered the Real Estate Purchase Letter of Intent, dated December 8, 2023 with Glickman-Fuerst, Inc. (the “Paramus LOI”).

(g)[Intentionally Omitted.]

(h)Compliance with Legal Requirements. Except as set forth on Schedule 3(h) attached hereto, none of the Company, the Company Additional Entities, TPHGreenwich Holdings, TPH 470, the Holdings Additional Entities, the Intermediate Entities or the Property Owners (collectively, the “Company Entities”) has received any written notices from any department of buildings, fire, labor, health or other federal, state, county, municipal or other departments and governmental agencies, authorities, courts, and officers (collectively, the “Governmental Authorities”) that any Property and its present use and condition are in violation of any applicable deed restrictions or other covenants, restrictions or agreements, site plan approvals, zoning or subdivision regulations, urban redevelopment plans, laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions or requirements of any Governmental Authority governing or regulating the use and operation, or otherwise applicable to, any Property, as modified by any duly issued variances disclosed to Investor in writing before the execution of this Agreement (collectively, the “Legal Requirements”). Except as set forth on Schedule 3(h), no Company Entity has entered into any agreements with any Governmental Authority in connection with compliance with any of the Legal Requirements. Except as set forth on Schedule 3(h), no notes or notices of violation of any Legal Requirements or any of the Company Entities’ respective insurance requirements have been entered or received by such parties, and such parties have no reason to believe that any such note or notice may or will be entered. Except as set forth on any survey received by Investor or its Affiliates or their respective counsel, the improvements located on each Property do not lie in the high water mark of any 100 year flood plain. The

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improvements located on each Property do not constitute a non-conforming use under current applicable zoning laws and regulations and upon a casualty with respect to all or a portion of the improvements located on each Property, the improvements located on each Property could be rebuilt thereon in their entirety under current applicable zoning laws.

(i)Insurance Policies. The Company has furnished to Investor an accurate schedule of all insurance policies now covering each Company Entity and affecting each Property, copies of which are included in Schedule 3(i) attached hereto and made a part hereof. These policies are in compliance with, and fulfill all insurance obligations under, the Leases, and each of these polices permits any waiver of subrogation contained in, or required by, the Leases, except as set forth on Schedule 3(i). Each such insurance policy shall remain unmodified (except for modifications resulting from the sale of any Property or as otherwise provided in Section 6(d)(viii)) and in full force and effect, including as to matters first arising before the Closing, notwithstanding the consummation of the transactions contemplated by this Agreement.

(j)Pending Tax Proceedings. Except as set forth on Schedule 3(j) attached hereto and a part hereof, there are no currently pending tax certiorari proceedings with respect to the Properties. Schedule 3(j) contains (i) a list and description of all actions taken by the Company Entities to file notices of protest against, or to commence actions to review, real property tax assessments against any Property, and the status of all such proceedings, and (ii) true and complete copies of all agreements between the Company’s tax counsel relating to any such proceedings.

(k)ERISA. No Company Entity is acting on behalf of (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a “plan” within the meaning of Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, of any such employee benefit plan or plan.

(l)Single Asset Entity. Each Property Owner and each Intermediate Entity is and has always been a single asset entity, owning the applicable Property and each Property Owner owns no other real estate or other assets (other than assets incidental to the ownership and operation of the Property). Each Property Owner and each Intermediate Entity was formed solely for the purpose of owning the applicable Property or entities owned by it as of the date hereof, and each Property Owner and each Intermediate Entity has never owned an interest in any real estate or other property or an interest in any entity that owns or owned an interest in real estate or other property other than the applicable Property, and each Property Owner and each Intermediate Entity does not have any equity or other interest in any other entity, other than, in the case of the Intermediate Entities, the Property Owners.

(m)Material Liabilities and Obligations. Other than (w) as set forth on Schedule 3(m), (x) as, individually or in the aggregate, have been incurred in the ordinary course of business, (y) as expressly permitted or contemplated by this Agreement, and (z) as are fully and specifically reflected or reserved against, in accordance with GAAP, in the Company’s balance sheets (or notes thereto), no Company Entity has material liabilities or obligations, contingent or otherwise which have not been disclosed to Investor.

(n)Organizational Documents. The Company has heretofore delivered to Investor true, correct and complete copies of the organizational documents (limited liability company operating agreement, articles of organization, certificate of formation and any amendments or modifications to any such document) governing or otherwise associated with each Property Owner and each Intermediate Entity, each of which is described on Schedule 3(n) attached hereto, all of which documents are unmodified (except as reflected on Schedule 3(n)) and are in full force and effect. The Intermediate Entities are the sole members of the applicable Property Owner and no other person (other than independent directors, if any) is a member of any Property Owner. All of the Membership Interests have been duly issued in accordance with applicable laws (including, without limitation, all securities and “blue-sky” laws) and the organizational documents of each Property Owner, and are each fully paid and non-assessable.

(o)Tax Matters.

(i) Each Company Entity has filed or caused to be filed all Tax Returns (as hereinafter defined), if any, that are or were required to be filed by it. All such Tax Returns were (or in the case of Tax Returns to be filed, will upon such filing be) correct and complete in all material respects.

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(ii) All Taxes owed by each Company Entity (whether or not shown on any Tax Return) have been paid.

(iii) Each Company Entity (A) has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholders of such entity or other Person, and (B) has complied in all material respects with applicable Laws relating to the reporting, withholding, and payment of such Taxes.

(iv) No Company Entity is currently the beneficiary of any extension of time within which to file any Tax Return.

(v) No Company Entity has received any notice of any claim by any Governmental Authority in a jurisdiction where such entity does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction.

(vi) There is no material lien for the failure to pay any material Taxes upon any material asset of any Company Entity.

(vii)Schedule 3(o) sets forth the U.S. federal income tax classification of each Company Entity.

(viii) To the Company’s knowledge, there is no basis for any Governmental Authority to assess any additional Taxes in respect of any Company Entity for any period for which Tax Returns have been filed by such entity. There is neither any pending Tax audit with respect to any Company Entity, nor any dispute or claim concerning any liability for Taxes of such entity either (A) claimed or raised by any Governmental Authority in writing or (B) as to which the Company has knowledge. The Company has delivered to Investor true, correct and complete copies of all federal income tax returns (including all federal returns) filed with respect to each Company Entity for the three (3) year period ending on the date hereof.

(ix) No Company Entity has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(x) No Company Entity provides any services to the Tenants that are primarily for the convenience of the Tenants and that are other than those “usually or customarily” provided in connection with the rental of apartments within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5).

(xi) Rents attributable to personal property will not exceed ten percent (10%) of the total rents paid to Investor.

(xii) No Company Entity is or has been a party to any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4.

(xiii) During the two (2) years prior to the date of this Agreement, no Company Entity was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 or 361 of the Code.

(xiv) No Company Entity (A) has requested or received any Tax ruling or clearance from any Governmental Authority, or (B) granted any power of attorney with respect to Taxes, in each case that would have a continuing effect after the Closing Date.

(xv) No Company Entity is liable for any Taxes of any other Person (other than the Company and its Subsidiaries) pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of applicable Laws) or as a transferee or successor, or is a party to any Tax allocation or sharing agreement or any Tax indemnity agreement (other than commercial contracts that do not relate primarily to Taxes).

(xvi) No Company Entity will be required to include any material item of income in, or exclude any material item of deduction from, its taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date made prior to the Closing Date, (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law)

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executed on or prior to the Closing Date, (C) installment sale or open transaction disposition made on or prior to the Closing Date, or (D) deferred revenue or prepaid amount received on or prior to the Closing Date.

(xvii) No Company Entity has a net operating loss or other Tax attribute that is presently, or that will become as a result of the transactions contemplated by this Agreement, subject to limitation under Sections 382, 383 or 384 of the Code.

(xviii) No real estate, transfer and similar Taxes are contemplated to arise in connection with the transactions contemplated by this Agreement.

For purposes of this Section 3(o), any reference to any Company Entity shall be deemed to include any Person that was merged with or was liquidated into such Company Entity, as applicable.

For purposes of this Agreement:

(i) The term “Tax” shall mean any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.

(ii) The term “Tax Return” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

(p)Financial Statements. The financial statements for the Company Entities heretofore delivered to Investor were prepared based on the books and records of the Company Entities, as applicable, and fairly present in all material respects the financial condition of the Company Entities, as applicable, as of the respective dates they were prepared.

(q)Accounting Matters. All of the Company Entities’ tax, accounting and financial books and records have been kept in accordance with a cash or accrual basis of accounting, as applicable, and have been maintained on a current and consistent basis.

(r)Bankruptcy Matters. There is not pending any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or recomposition of any Company Entity, or the debts of any Company Entity, under any law relating to bankruptcy, insolvency, reorganization or the relief of debtors, or seeking the appointment of a receiver, trustee, custodian or other similar official for any Company Entity or any Property.

(s)Existing Loans. The list of loan documents on Schedule 3(s) attached hereto and made a part hereof (the “Existing Loan Documents”) is a true, accurate and complete list of all of the documents executed by any of the Company, TPHGreenwich Holdings, TPH 470, the Paramus Owner and/or the guarantors and indemnitors in connection with any of the Company’s, TPHGreenwich Holdings’, TPH 470’s or the Paramus Owner’s indebtedness in connection with the any Property or any Property Owner (the “Existing Loans”). Except as set forth on Schedule 3(s) attached hereto and made a part hereof, there are no outstanding Events of Defaults (as defined therein) under any Existing Loan Documents.

(t)77G Condominium Documents. All of the documents listed on Schedule 3(t) attached hereto (the “77G Condominium Documents”) are accurate, true, correct and complete in all material respects.

(u)77G Condominium Matters. Except as set forth herein, and subject to acceptance for filing of that certain Ninth Amendment to Condominium Offering Plan for 77 Greenwich Street (a copy of which has already been provided to Investor) by the New York State Department of Law, the Company represents that:

(i) all material disclosures with respect to the 77G Property and the 42 Trinity Place Condominium located at the 77G Property (the “77G Condominium”) have been included in the Condominium Offering

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Plan for 77 Greenwich Street, filed under File Number CD18-0179 with the New York State Department of Law, and/or any amendments thereto (the “77G Condominium Offering Plan”);

(ii) all information contained in the 77G Condominium Offering Plan, including any amendments thereto, is accurate and truthful in all respects;

(iii) any and all information submitted to the New York State Department of Law by 77G Owner and/or its principal(s) is accurate and truthful in all respects, and 77G Owner and/or its principal(s) have not breached any covenants contained within any such materials;

(iv) it is not aware of any fact or information that would require an updated disclosure to be set forth in an amendment to the 77G Condominium Offering Plan;

(v) it has not received any notices (written or oral), alleging that 77G Owner and/or its principal(s) have breached any obligation under the 77G Condominium Documents and or any purchase and sale agreement with respect to condominium units at the 77G Condominium;

(vi) it is not aware of any facts or information that would give rise to any third-party alleging that 77G Owner and/or its principal(s) have breached any obligation under the 77G Condominium Documents and or any purchase and sale agreement with respect to condominium units at the 77G Condominium; and

(vii) 77G Owner is current with respect to all obligations owed to the board of managers of the 77G Condominium, as well as all other unit owners at the 77G Condominium.

(v)Condition of Improvements. Except as described on Schedule 3(v), the buildings and other improvements on each Property are in good operating condition and repair, without structural or mechanical defects of any kind (in the case of the 77G Property only, taking into account the fact that construction is ongoing), and at Closing will be in the same condition as they are now, reasonable wear and tear excepted.

(w)Environmental Matters. Except as set forth in the environmental reports described on Schedule 3(w), no Property contains asbestos, polychlorinated biphenyls (PCBs), or any Hazardous Substances. No underground storage tanks are located on any Property. Neither the Company, TPHGreenwich Holdings, TPH 470, any Intermediate Entity or any Property Owner has caused or permitted any Property to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process pollutants, dangerous substances, toxic substances, hazardous wastes, hazardous materials or hazardous substances as defined in or pursuant to the Resource Conservation and Recovery Act (42 U.S.C. §6901, et seq.) as amended, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601, et seq.) as amended, or any other related Legal Requirement (other than those customarily involved in the construction, operation or use of mixed-use properties such as the Properties in compliance with applicable law (collectively, “Hazardous Substances”).

(x)Financial Obligations. No Company Entity has (i) made a general assignment for the benefit of its creditors or (ii) had an attachment, execution or other judicial seizure of any property interest which remains in effect.

(y)Equipment. All of the equipment located in the improvements at each Property are the property of the Property Owners, except for equipment that is owned by tenants, employees or third parties that is located at the Properties.

(z)No Other Adverse Facts. There are no facts known to any Company Entity, other than any facts which have been disclosed to Investor and as set forth on Schedule 3(z), which are reasonably likely to have a material adverse effect on the Membership Interests or on the condition, repair, value, expense of operation or income potential of any Property. No representation or warranty made by the Company in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

(aa)Consents and Approvals. There are no consents or approvals of any third persons, or any federal, state or local governmental authorities, including, without limitation, any internal board of directors or other

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approval process, that are required in connection with the performance by the Company of its obligations under this Agreement, other than such of the foregoing as have been obtained or are contemplated to be obtained by the Closing Date.

(bb)237 11 th Rent Stabilization. None of the Company, TPHGreenwich Holdings, TPH 470 or the 237 11 th Owner is aware of or has received any notices of Violations from the New York State Division of Housing and Community Renewal or the New York City Rent Guidelines Board with respect to the rent stabilized status of the 237 11 th Property. The 237 11 th Property and the 237 11 th Owner is and has always been in full compliance with the New York Real Property Tax Law Section 421-a and Title 9 of the Rules of the City of New York with respect to the 421-a program, also known as “The Affordable New York Housing Program”. All increases in rent payable by any tenant under any Lease at the 237 11 th Property have been made in accordance with the legal limits promulgated by the Rent Guidelines Board and any increased rents based on major capital improvements or individual apartment improvements have been calculated correctly in accordance with all applicable guidelines and applicable Law.

(cc)Landmark Preservation. The portion of the 77G Property known as the “Dickey House” is in full compliance with the regulations of and has received no Violations from the New York City Landmarks Preservation Commission (the “NYC Commission”). All architectural plans and specifications and other deliverables required in connection with the development and construction of the Dickey House were submitted to the NYC Commission and, except for a Notice of Compliance application for COFA 19-4229 (docket #19-0465) submitted to the NYC Commission on September 26, 2023, have been approved by the NYC Commission in all material respects and in accordance with applicable Law.

(dd)NYCSCA Agreement. The only outstanding obligations under that certain School Design, Construction, Funding and Purchase Agreement (“NYCSCA Agreement”) dated as of December 22, 2017 between 77G Owner and the New York City School Construction Authority (as amended, the “NYCSCA”) are the items set forth as “Additional Construction Work” as that term is defined under the Fourth Amendment to the NYCSCA Agreement dated as of March 16, 2023 (the “Fourth Amendment”). The transactions contemplated by this Agreement will not constitute a default under the NYCSCA Agreement, or otherwise give rise to any right or remedy under the NYCSCA Agreement. The sole remedy of the NYSCA for a breach of the foregoing outstanding obligation is set forth in the Fourth Amendment.

(ee)Transit Improvement Agreement. Except as set forth on Schedule 3(ee), there are no surviving obligations under the Transit Improvement Agreement by and between 77G Owner and New York City Transit Authority dated as of March 28, 2019, as amended, and such agreement has been terminated (and the termination fee required in connection with such termination has been paid in full to the New York City Transit Authority) and is of no further force and effect.

(ff)Obligations under Agreements. There are no surviving obligations of any Company Additional Entity or Holdings Additional Entity under any agreement (including, but not limited to, any real estate purchase and sale agreement) with any Company Additional Entity, Holdings Additional Entity or Affiliate named as a party thereunder or who is a successor in interest thereto.

4. Certain Limitations on the Company’s Representations and Warranties. The representations and warranties of the Company set forth in this Agreement are subject to the following express limitations:

(a)Leases and Service Contracts. The Company does not represent or warrant that: (i) other than that certain Construction Management Agreement, dated as of March 16, 2017, as amended by that certain Amendment No. 1 and Amendment No. 2 thereto, dated as of October 24, 2017 and February 1, 2023, respectively, by and between 77G Owner and Gilbane Residential Construction LLC (the “Construction Management Agreement”) (including Change Orders, if any, executed in accordance with the terms of the Construction Management Agreement), any particular Lease or service contracts, maintenance contracts, equipment leases, warranties, guarantees, management contracts and bonds, and any other obligations, commitments or arrangements, together with all supplements, amendments and modifications thereto, relating to the construction, development, marketing, operation, maintenance or enjoyment of any Property (collectively, “Service Contracts”) will be in force or effect as of the Closing; or (ii) the Tenants and the parties to the Service Contracts will not be in default under their respective Leases or Service Contracts as of the Closing Date. The termination or expiration of any Lease or Service Contract shall not affect the obligation of Investor under this Agreement.

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(b)The Company’s Knowledge. All references in this Agreement and/or in any other document or instrument executed by the Company in connection with or pursuant to this Agreement, to the “Company’s knowledge” or “to the knowledge of the Company” and words of similar import shall refer solely to facts within the actual knowledge (without independent investigation or inquiry) of Matthew Messinger, and shall not be construed to refer to the knowledge of any other employee, officer, director, shareholder or agent of the Company or any Affiliate of the Company, and shall in no event be deemed to include imputed or constructive knowledge. The individual named above shall have no personal liability merely by virtue of being described herein as the Company’s knowledge party.

5. Representations and Warranties of Investor. Investor represents and warrants to, and agrees with the Company, as set forth below. Except for representations, warranties and agreements that are expressly limited as to their date, each representation, warranty and agreement is made as of the date hereof and as of the Closing Date:

(a)Authority. The Investor has the requisite power and authority to enter into, execute and deliver each Transaction Agreement to which it will be a party as contemplated by this Agreement and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby, including the purchase by Investor of the Investor Shares. The Investor has taken or, as applicable, by Closing will have taken, all necessary action required for the due authorization, execution, delivery and performance by it of this Agreement, including the purchase of the Investor Shares by Investor.

(b)Execution and Delivery; Enforceability. Each Transaction Agreement to which Investor is a party as contemplated by this Agreement has been, or prior to its execution and delivery at the Closing will be, duly and validly executed and delivered by Investor, and each such document constitutes, or will constitute, the valid and binding obligation of Investor, enforceable against Investor in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c)No Registration. The Investor understands that the Investor Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor’s representations as expressed herein or otherwise made pursuant hereto.

(d)Investment Intent. The Investor is acquiring the Investor Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof not in compliance with applicable securities laws, and Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, except in compliance with applicable securities laws.

(e)Securities Laws Compliance. The Investor Shares will not be offered for sale, sold or otherwise transferred by Investor except pursuant to a registration statement or in a transaction exempt from, or not subject to, registration under the Securities Act and any applicable state securities laws.

(f)Sophistication. The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Investor Shares being acquired hereunder. The Investor is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. The Investor understands and is able to bear any economic risks associated with such investment (including, without limitation, the necessity of holding the Investor Shares for an indefinite period of time). Without derogating from or limiting the representations and warranties of the Company, Investor acknowledges that it has been afforded the opportunity to ask questions and receive answers concerning the Company and to obtain additional information that it has requested to verify the information contained herein.

(g)Legended Securities. The Investor understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under any applicable requirements of the Securities Act or applicable state securities laws, the Investor Shares shall bear the following legend (the “Securities Act Legend”):

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“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.”

The Investor further understands and acknowledges that upon the original issuance thereof, and until such time as the Company Board deems it no longer necessary or advisable under the Company’s charter or otherwise, the Investor Shares shall also bear the following legend (the “NOL Legend”):

“THE CERTIFICATE OF INCORPORATION, AS AMENDED (THE “CERTIFICATE OF INCORPORATION”), OF THE CORPORATION CONTAINS RESTRICTIONS PROHIBITING THE TRANSFER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) OF ANY STOCK OF THE CORPORATION (INCLUDING THE CREATION OR GRANT OF CERTAIN OPTIONS) WITHOUT THE PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE “BOARD OF DIRECTORS”) IF SUCH TRANSFER AFFECTS THE PERCENTAGE OF STOCK OF THE CORPORATION (WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER) THAT IS TREATED AS OWNED BY A HOLDER OF 4.75% OR MORE OF THE OUTSTANDING STOCK, AS DETERMINED UNDER THE CODE AND SUCH TREASURY REGULATIONS (A “SUBSTANTIAL STOCKHOLDER”). IF THE TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE TRANSFER WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER EXCESS SECURITIES TO THE CORPORATION’S AGENT. IN THE EVENT OF A TRANSFER WHICH DOES NOT INVOLVE SECURITIES OF THE CORPORATION WITHIN THE MEANING OF THE DELAWARE GENERAL CORPORATION LAW (“INDIRECT SECURITIES”) BUT WHICH WOULD VIOLATE THE TRANSFER RESTRICTIONS, THE PURPORTED TRANSFEREE (OR THE RECORD OWNER) OF THE INDIRECT SECURITIES WILL BE REQUIRED TO TRANSFER SUFFICIENT INDIRECT SECURITIES PURSUANT TO THE TERMS PROVIDED FOR IN THE CERTIFICATE OF INCORPORATION TO CAUSE THE SUBSTANTIAL STOCKHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER RESTRICTIONS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE RELEVANT GOVERNING DOCUMENTS, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.”

The foregoing Securities Act Legend shall be promptly removed from Investor Shares and the Company shall issue, or cause to be issued, to Investor such Investor Shares without such legend or any other legend (other than the NOL Legend), or, if so requested by Investor, by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if one of the following conditions is met: (a) such Investor Shares are eligible for resale pursuant to Rule 144 of the Securities Act without regard to any volume limitations; (b) in connection with a sale, assignment or other transfer of such Investor Shares, Investor provides the Company with an opinion of counsel, in a generally acceptable form to the Company and its transfer agent, to the effect that such sale, assignment or transfer of such Investor Shares may be made without registration under the applicable requirements of the Securities Act and that the legend can be removed from the Investor Shares; or (c) the Investor Shares are registered and sold pursuant to an effective registration statement for resale under the Securities Act (including pursuant to the Shelf Registration Statement).

Any fees (with respect to the transfer agent or otherwise) associated with the removal of such legend shall be borne by the Company. Following the effective date of the Shelf Registration Statement, or at such time as a Securities Act Legend is no longer required for any Investor Shares, the Company will use its commercially reasonable efforts to no later than three (3) trading days following the delivery by Investor to the Company or its transfer agent (with notice to the Company) of legended Investor Shares (endorsed or with stock powers attached and otherwise in form necessary to effect the reissuance and/or transfer), deliver or cause to be

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delivered to Investor such Investor Shares free from all restrictive and other legends (other than the NOL Legend). The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth in this Section 5(g). Investor Shares subject to legend removal hereunder may be transmitted by the transfer agent to Investor by crediting the account of Investor’s prime broker with DTC as directed by Investor.

(h)No Conflict. The execution and delivery by the Investor of each of the Transaction Agreements to which it is a party and the compliance by the Investor with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (including the purchase of the Investor Shares by the Investor) (i) will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Investor is a party or by which the Investor is bound or to which any of the property or assets of the Investor (to the extent owned by the Investor on the day immediately preceding the Closing Date) is subject; (ii) will not result in any violation of the provisions of the certificate of incorporation or bylaws or comparable organizational documents of the Investor; and (iii) will not result in any material violation of, or any termination or material impairment of any rights under, any law, rule or regulation, any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Investor or any of its properties, except in any such case described insubclause (i) for any conflict, breach, Violation, default, acceleration or lien which has not and would not reasonably be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact the Investor’s performance of its obligations under this Agreement.

(i)Consents and Approvals. No consent, approval, authorization, order, registration, notice, filing, recording or qualification of or with any court or governmental agency or body having jurisdiction over the Investor or any of its or his properties is required for the execution and delivery by the Investor of the Transaction Agreements to which it is a party, performance by the Investor of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, except for any consent, approval, authorization, order, registration or qualification which, if not made or obtained, has not and would not reasonably be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact the Investor’s performance of its or his obligations under this Agreement.

(j)Information Furnished. Information relating to the Investor furnished to the Company in writing by the Investor expressly for use in the Shelf Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(k)OFAC; Anti-Money Laundering. Neither Investor nor any Person who controls Investor (collectively, an “Investor Party”) is now nor at any time prior to or at the Closing will be, a Person with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”) including, without limitation, a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as periodically amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders or lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists published by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC) or otherwise (collectively, “Sanctions Lists”). Investor does not intend to use the Property to violate OFAC or to benefit any entity or individual on any Sanctions Lists, and (e) neither Investor nor any Investor Party, nor any Person providing funds to Investor: (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws (as hereinafter defined in this Section); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti Money Laundering Laws. For purposes of this Subsection (e), the term “Anti-Money Laundering Laws” shall mean all applicable laws, regulations and sanctions, state and federal, criminal and civil, that: (w) limit the use of and/or seek the

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forfeiture of proceeds from illegal transactions; (x) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (y) require identification and documentation of the parties with whom a Financial Institution conducts business; or (z) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56, the Bank Secrecy Act of 1970, as amended, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

6. Covenants of the Company. Without derogating from the obligations of the Company set forth elsewhere in this Agreement, the Company agrees with the Investor as set forth below.

(a)Company Expenses. The Company will pay all of its expenses associated with the issuance of the Investor Shares, preparation, negotiation and execution of all Transaction Agreements and the transactions contemplated hereby and thereby, including, without limitation, filing fees, fees and expenses of its counsel and accounting fees and expenses, listing expenses, costs associated with the Shelf Registration Statement and with clearing the Investor Shares offered thereby for sale under applicable state securities laws. The Company shall be obligated to pay (i) all transfer taxes due at Closing, if any (including any sales tax arising out of any transfer of any personal property hereunder), (ii) all recording fees, if any, (iii) any escrow fees, if any, (iv) except as expressly provided in Section 1(e) and in Section 9(a)(xiv), all of its own legal fees, and (v) any other costs or expenses stated in this Agreement to be the obligation of the Company. Except as otherwise provided in this Section 6(a) and elsewhere in this Agreement, the Company and the Investor shall allocate all other expenses in connection with this Agreement in accordance with the custom and practices of the respective jurisdiction in which each Property is located.

(b)Commercially Reasonable Efforts. The Company shall use its commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to cooperate with the Investor and to consummate and make effective the transactions contemplated by this Agreement, including:

(i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or governmental entity; and

(ii) executing, delivering and filing, as applicable, any additional ancillary instruments or agreements reasonably necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated hereby and thereby.

For purposes herein, “Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any (i) government, (ii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.

(c)Registration Rights Agreement. At or prior to the Closing, the Company shall enter into the Registration Rights Agreement with the Investor pursuant to which the Company agrees to register the Investor Shares, if requested by Investor, following the consummation of the transactions contemplated by this Agreement.

(d)Interim Operating Covenants. Except as required by this Agreement and the transactions contemplated herein, during the period from the date of this Agreement until the Closing Date, the Company covenants as follows:

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(i)Performance Under Leases; Estoppel Certificates. The Company shall perform or cause the Property Owners to perform all of their obligations as landlord under the Leases and enforce all of the obligations of the Tenants under the Leases, in each case, in all material respects. The Company shall use commercially reasonable efforts to obtain and deliver or cause to be obtained and delivered an estoppel certificate, (a) with respect to the 77G Property, from (i) Anand Isher Inc. d/b/a Ateaz Organic Coffee & Tea, and (ii) the board of managers of the 77G Condominium; (b) with respect to the 237 11th Property, from (i) Starbucks Corporation, (ii) Mana Bienetre Corp d/b/a Massage Envy, and (iii) Jesal Shah, D.M.D., P.C. (d/b/a Sunset Park Oral Surgery); and (c) with respect to the Paramus Property, from (i) Restoration Hardware, Inc. and (ii) Tonymo LLC, each in a form acceptable to Investor (each, an “Estoppel Certificate”), which shall not in any case be dated earlier than the date that is thirty (30) days prior to the Closing Date, and which each show no claims, inconsistencies with the Company’s representations contained in this Agreement or with the applicable Rent Roll, or any other adverse matter; provided, however, that Investor acknowledges and agrees that the receipt of any Estoppel Certificate prior to the Closing Date shall not be a condition to the consummation of the transactions contemplated herein.

(ii)Modification to Leases. Without Investor’s consent, the Company shall not (and shall not permit Property Owners to) enter into, amend, modify or terminate any Leases or any other occupancy agreements affecting any Property (except for renewals of residential Leases at the 237 11 th Property that are entered into in the ordinary course of business and consistent with past practices; provided, however, that the entering into of any non-residential Lease or the amendment, modification or termination thereof shall be subject to Investor’s prior consent in its sole discretion). The Company shall, promptly after execution by the Company or the Property Owners provide to Investor true, correct and complete copies of all new Leases (and Lease amendments) entered into after the date hereof.

(iii)No Modification to Contracts and Service Contracts. Without Investor’s consent, except to the extent required under applicable law, the Company shall not in any material respect (i) modify, cancel, extend, renew or otherwise change or (ii) permit the Company Entities to modify, cancel, extend, renew or otherwise change in any manner any of the terms, covenants or conditions of any of the material Contracts or Service Contracts affecting any Property or enter into any new agreement affecting any Property (other than a purchase and sale agreement for the Paramus Property consistent with the Paramus LOI and which has been approved by Investor (a “Paramus PSA”)), or grant any consent to any matter requiring the consent of any Company Entity under any Contract.

(iv)No Employment Contracts. The Company shall not cause or permit the Company Entities to enter into any employment contract or collective bargaining agreement in respect of any Property without the prior written consent of Investor, not to be unreasonably withheld, conditioned or delayed.

(v)Cause Conditions to be Met. The Company shall cooperate in a commercially reasonable manner with Investor to cause the conditions of any title insurance company issuing an endorsement to or date down of an existing title policy, or issuance of new title policy, with respect to any Property, to be met in all material respects.

(vi)Operation of Property. The Company shall cause the Property Owners to operate each Property in a manner consistent with current practices (subject to Paramus Owner’s right to enter into a Paramus PSA).

(vii)Maintain Improvements. The Company shall maintain and shall cause the Property Owners to maintain the improvements located on the Properties in compliance with the Existing Loan Documents applicable to each Property.

(viii)Maintain Insurance. The Company shall use best efforts to cause the Company Entities to keep each Property and each Company Entity insured in compliance with the Existing Loan Documents applicable to each Property and each Company Entity. The Company shall use best efforts to cause (i) Investor and Investor’s direct and indirect members, partners, managers, equity holders and lenders to be named or continue to be named as additional insureds and loss payees on such existing insurance policies after the Closing with respect to claims arising after the Closing, and (ii) the Company Entities’ insurers to agree to continue to cover, to the extent coverage exists, the Company Entities and the

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Properties under such existing insurance with respect to matters accruing prior to the Closing Date, notwithstanding the change of control of the Company Entities which shall occur at Closing.

(ix)Make Records Available. Subject to the terms hereof, the Company shall make available to Investor all records, statements and accounts bearing on or relating to the Membership Interests and each Property, including, without limitation, the operation thereof, in each case, in the Company’s possession. In conducting such review, Investor shall not unreasonably interfere with the Company’s use or operation of any Property.

(x)Cooperation with Investor’s Due Diligence. The Company shall reasonably cooperate, at no cost or liability to the Company or any Affiliate thereof, with Investor in connection with Investor’s due diligence. For the avoidance of doubt, Investor shall not have the right to terminate this Agreement as the result of its diligence findings or, except as otherwise expressly set forth herein, otherwise (it being understood that nothing set forth in this clause (x) is intended to limit Investor’s remedies under this Agreement with respect to any breach by the Company or any subsidiary thereof of any of the terms of this Agreement, including any breach of any representation or warranty set forth in this Agreement).

(xi)No Marketing of the Membership Interests or any Property. The Company shall (i) terminate all negotiations with any other parties concerning the Membership Interests or any Property (other than with respect to the sale of the Paramus Property pursuant to a Paramus PSA, leasing of apartments at 237 11 th Property, sale of residential units at 77G Property, and sale or lease of retail space at 77G Property, provided that Investor’s consent shall not be required for the execution of any sales contract for any 77G Condominium unit that is permitted under the Existing Loan Documents); (ii) not commit, agree to, or acquiesce in, any act which would reasonably be expected to impair Investor’s intended use and occupancy of any Property (other than a sale of the Paramus Property pursuant to a Paramus PSA), including, but not limited to, leasing space or contracting for service or property improvements or encumbering any Property (other than a sale of the Paramus Property pursuant to a Paramus PSA), and (iii) not take or permit to be taken any action which would encumber or affect the marketability of the ownership of the Membership Interests or title to any Property, including, without limitation, leasing space or contracting for services or property improvements (other than as provided in the immediately preceding clause (ii)).

(xii)Cooperation with Investor’s Audit. If Investor so requests, the Company will reasonably cooperate, at Investor’s expense, with an audit of the Property Owners’ financial and other records pertaining to the Property for the prior three (3) full calendar years preceding the year in which occurs the Closing, such cooperation to include, without limitation, causing the Property Owners’ or the Company’s accounting firm or auditor to furnish information and attend meetings with Investor or Investor’s accountants, auditors or other agents.

(xiii)Performance Under the Existing Loans. Subject to the terms of the that certain (A) Forbearance Agreement (as amended, extended or otherwise modified, the “77G Mortgage Forbearance Agreement”) dated as of September 1, 2023, by and among 77G Owner, the Company and Macquarie, (B) Forbearance Agreement (as amended, extended or otherwise modified) dated as of August 24, 2023, by and among 77G Subordinate Mezz, the Company, 77G Mezz, and TPHS Lender II LLC (the “77G Mezz Forbearance Agreement”) and (C) Forbearance Agreement (as amended, extended or otherwise modified) dated as of August 24, 2023, by and among the Company, each subsidiary of the Company listed on the signature pages thereto and the Company Investor (the “CCF Forbearance Agreement”, and together with the 77G Mortgage Forbearance Agreement and the 77G Mezz Forbearance Agreement, the “Forbearance Agreements”), the Company shall cause the Property Owners to observe and perform, in all material respects, their obligations under the Existing Loan Documents and deliver to Investor notice of any receipt or delivery of any material notice thereunder (including, without limitation, any notice of default of any type or nature thereunder). Except as otherwise contemplated under this Agreement, the Company shall not cause or permit the Property Owners or any Intermediate Entities to, in any material respect, modify, amend, renew, extend, otherwise alter the Existing Loans or the Existing Loan Documents except as otherwise expressly consented to by Investor (which consent shall not be unreasonably withheld, conditioned or delayed) or as contemplated hereby.

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(xiv)Existence and Good Standing of the Property Owners. The Company shall maintain the existence and good standing of the Property Owners and the Intermediate Entities in the State of Delaware.

(xv)Violation Notices. The Company shall promptly upon the Company’s receipt thereof provide Investor with a copy of all violations of law or municipal ordinances, orders or requirements issued by the departments of buildings, fire, labor, health or other federal, state, county, municipal or other departments and governmental agencies having jurisdiction against any Property, and any outstanding work orders, whether any of the foregoing are outstanding as of the Effective Date or noticed after the Effective Date (“Violations”) affecting any Property or the business of any Company Entity.

(xvi)Financial Statements. From time to time as reasonably requested by Investor, the Company shall deliver to Investor updated balance sheets, income statements and other financial statements with respect to the Property Owners, the Intermediate Entities, and/or each Property.

(xvii)77G Condominium Items.

1. The Company shall cause 77G Owner to adhere to all duties and obligations that it has as a Unit Owner, Declarant, and Sponsor with respect to the 77G Condominium and/or the 77G Condominium Offering Plan;

2. The Company shall provide Investor with a copy of any proposed amendment to the 77G Condominium Documents (including any proposed amendment to the 77G Condominium Offering Plan), and the Company shall not submit any such amendment to the New York State Department of Law, the New York State Department of Finance, and/or the City Register’s Office of New York City without the Investor’s prior written approval, which shall not be unreasonably withheld, (but to the extent that any such amendment must be submitted to the New York State Department of Law in order to comply with applicable Law, then the Investor’s prior approval shall not be required, so long as a draft of such legally-required amendment has first been delivered to Investor for review and comment, which comments shall be reasonably accepted by the Company so long as they do not prevent such amendment from complying with applicable Law);

3. The Company shall promptly notify the Investor if any representation or warranty made under this clause (xvii) no longer continues to be true;

4. The Company shall promptly notify the Investor of any alleged default of any obligations of 77G Owner with respect to the 77G Condominium and/or the 77G Condominium Offering Plan;

5. The Company shall cause its designated members of the 77G Condominium’s board of managers to adhere to all duties and obligations that the Company has under this Agreement, however, for the avoidance of doubt, the Company shall not be required to cause such designated members of the 77G Condominium’s board of managers to take any action or inaction that would cause such member to breach its fiduciary duties to the 77G Condominium and/or the owners of condominium units in the 77G Condominium;

6. Without Investor’s prior written approval, the Company shall cause its designated members of the 77G Condominium’s board of managers to refrain from adopting any material increases to the 77G Condominium’s annual budget, voting in favor of any material capital improvements or expenses, and/or any issuing any special assessments to the unit owners, except as may be required in order to not breach their fiduciary duties to the 77G Condominium and/or the owners of condominium units in the 77G Condominium; and

7. Except as required by such purchase and sale agreement or Law, without Investor’s prior written approval, the Company shall not enter into, amend or modify (other than in an immaterial respect), or terminate any purchase and sale agreement for any 77G Condominium unit.

(xviii)Property Owners Business, etc. Without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion, the Company shall not cause or permit the Property Owners or the Intermediate Entities to engage in any business other than the construction and development of the improvements located and to-be located on 77 Greenwich Street,

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New York, NY and ownership and operation of the Properties, including taking any action that would result (or would result if the Property Owners or the Intermediate Entities were a party to this Agreement) in a breach of any of the Company’s representations, warranties or covenants contained in this Agreement, provided that the Paramus Owner may enter into a Paramus PSA and perform its obligations thereunder.

(xix)Organizational Documents. Without Investor’s prior written consent, which consent may be granted or withheld in the Investor’s sole and absolute discretion, the Company shall not amend or otherwise alter or permit any Company Entity to amend or otherwise alter its certificate of formation, limited liability company operating agreement or other organizational documents or issue (or agree to issue) any securities or equity interests (or securities convertible into or that otherwise give any person the right to acquire equity interests) in any Company Entity.

(xx)Personal Property. Without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion, the Company shall not remove or permit the Property Owners to remove from any Property any article of personal property owned by a Property Owner, except as may be necessary for repairs, or the discarding of worn out or useless items that are replaced by (and at the expense of) the Company.

(xxi)Disposition of the Membership Interests and each Property. Without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion, the Company shall not and shall not permit any Company Entity to sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Membership Interests or any Property, or any direct or indirect interest therein (excluding, for the avoidance of doubt, any transfers of direct or indirect equity interests in the Company), except in the case of the sale of condominium units at 77G Property as described herein (but subject to the terms of Section 6(d)(x)(vii) with respect thereto) and the sale of the Paramus Property pursuant to a Paramus PSA. Notwithstanding the foregoing to the contrary, Investor shall be deemed to have consented to any condominium unit sale at the Property which is conducted in compliance with the applicable Existing Loan Documents.

(xxii)Zoning. Without Investor’s prior written consent, the Company shall not and shall not permit the Property Owners (other than the Paramus Owner, to the extent required under a Paramus PSA) or any Intermediate Entities to initiate, consent to, approve or otherwise take any action with respect to the zoning, or any other governmental rule or regulation, presently applicable to all or any part of any Property.

(xxiii)New Liabilities. Without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion, except to the extent contemplated by the budgets attached hereto as Schedule 6(d)(xxiii), the Company shall not engage and shall not permit any Company Entity to engage in any transaction or series of related transactions that creates or results in any Company Entity incurring liabilities in excess of $50,000, in the aggregate, in any calendar year. Without limiting any of Investor’s other remedies set forth elsewhere in this Agreement, in the event that any Company Entity creates liabilities in excess of $50,000, in the aggregate, in any calendar year, in violation of this Agreement, then Investor may offset against any amount payable to Investor under any other provision of this Agreement or under the JV Operating Agreement any unpaid amount due to Investor from any Company Entity under this Agreement (whether as a result of a breach by the Company of this Agreement or otherwise). The terms of this subclause (xxiii) shall survive the Closing.

(xxiv)Tax Matters. No Company Entity shall (A) make, change or revoke any material Tax election, (B) change any Tax accounting period, or adopt or change any material method of Tax accounting, (C) amend any material Tax Return, (D) fail to file on a timely basis any material Tax Return (taking into account applicable extensions), (E) file a Tax Return that is materially inconsistent with a previously filed Tax return of the same type for a prior taxable period with respect to such entity, (F) settle or compromise any material Tax proceeding, or (G) surrender any right to claim a material refund of Taxes, in each case, without Investor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that from and after the Closing Date, the Property Owners (as controlled by Investor) shall have the sole right to prosecute and/or settle any pending Tax proceedings, and any proceeds received by or on behalf of the Property Owners in connection therewith shall inure to

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the Property Owner’s benefit, to the extent that such proceeds relate to the period of time following the Closing Date. Notwithstanding the foregoing, Investor may offset against any amount payable to the Company under this subclause (xxiv) any unpaid amount due to Investor from the Company, the Intermediate Entities or the Property Owners under this Agreement (whether as a result of a breach by the Company of this Agreement or otherwise) or under the JV Operating Agreement. The terms of this subclause (xxiv) shall survive the Closing.

(xxv)237 11 th Litigation. The Company shall not and shall not permit any Company Entity that is a party to the 237 11th Litigation to take any action (including, without limitation, entering into any settlement) with respect to the 237 11th Litigation without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion. the Company acknowledges that from and after the Closing Date, the Property Owners (as controlled by Investor subject to, and in accordance with, the provisions of the JV Operating Agreement) shall have the sole right to prosecute and/or settle such pending proceedings, and any proceeds received by or on behalf of the Property Owners in connection therewith shall be applied in accordance with the terms of the JV Operating Agreement. The terms of this subclause (xxv) shall survive the Closing.

(xxvi)Title IV Plan. The Syms defined benefit pension plan (the “Title IV Plan”) is in the process of a standard termination in accordance with ERISA, the Code and the terms of the Title IV Plan. Any future materials, resolutions, notices, communications or other documentation issued, adopted, distributed or executed in connection with the implementation of this subclause (xxvi) shall be subject to Investor’s reasonable prior review and comment. The terms of this subclause (xxvi) shall survive the Closing.

(xxvii)Purchase Price Reserve Account. The Company shall open a deposit account with a deposit account bank that is reasonably satisfactory to the Investor and cause such deposit account to be subject to an account control agreement as described in the definition of Purchase Price Reserve Account.

(e)Preparation of Consent Solicitation Statement. To the extent required, the Company shall exercise its reasonable best efforts to obtain, as promptly as reasonably practicable following the date hereof, the affirmative written consent of holders of a majority of the shares of Common Stock entitled to vote on the Stockholder Proposals (as defined below) to adopt the Stockholder Proposals (the “Stockholder Approval”). In furtherance thereof, and without limiting the generality of the foregoing:

(i) as promptly as practicable after the date hereof, the Company shall prepare and shall, no later than ten (10) Business Days after the date hereof, cause to be filed with the SEC a preliminary form of consent solicitation statement relating to a solicitation (the “Consent Solicitation”) of written consents of stockholders of the Company (together with any amendments thereof or supplements thereto, the “Consent Solicitation Statement”). Except as expressly contemplated byclause (vii) below, the Consent Solicitation Statement shall include a recommendation by the Company Board to adopt the Stockholder Proposals. The Company will cause the Consent Solicitation Statement and any amendments or supplements thereto, and all other documents that the Company files with the SEC in connection with the Stockholder Proposals, at the time of the mailing thereof, and at the time the Company has received a sufficient number of written consents to approve the Stockholder Proposals, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that, no representation or warranty is made by the Company with respect to information supplied by Investor for inclusion or incorporation by reference in the Consent Solicitation Statement. The Company shall cause the Consent Solicitation Statement, together with any amendments or supplements thereto, and all other documents that the Company files with the SEC in connection with the Stockholder Proposals, to comply as to form in all material respects with the applicable provisions of the Exchange Act and to satisfy all applicable rules of the NYSE American. The Company shall promptly notify Investor upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Consent Solicitation Statement, and shall provide Investor with copies of all written correspondence between the Company and its Affiliates and such its and such Affiliates’ respective directors, employees, attorneys, accountants, investment bankers, financial advisors, consultants and other advisors (the “Representatives”), on the one hand, and the SEC or the staff of the SEC, on the other hand, relating to or affecting the Consent

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Solicitation Statement. The Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Consent Solicitation Statement, and the Company shall provide Investor and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Consent Solicitation Statement or the dissemination thereof to the holders of Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Investor and its counsel a reasonable opportunity to review and to propose comments on such document or response and, unless it is unreasonable to do so, shall incorporate any and all additions, deletions or changes requested by Investor.

(ii) Investor shall provide to the Company all information concerning Investor as may be reasonably requested by the Company in connection with the preparation of the Consent Solicitation Statement and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Consent Solicitation Statement and resolution of comments of the SEC or its staff related thereto. Investor will cause the information supplied by it expressly for inclusion in the Consent Solicitation Statement, at the time of the mailing of the Consent Solicitation Statement or any amendments or supplements thereto, and at the time the Company has received a sufficient number of written consents to approve the Stockholder Proposals, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made by Investor with respect to any information included or incorporated by reference in the Consent Solicitation Statement, other than the information supplied by Investor expressly for inclusion or incorporation by reference in the Consent Solicitation Statement.

(iii) The Company shall (A) submit to the stockholders of the Company for approval through the Consent Solicitation the following: (1) the issuance of Common Stock pursuant to this Agreement, and (2) the JV Operating Agreement (collectively, the “Stockholder Proposals”), and (B) mail to the holders of Common Stock determined as of the record date established for the Consent Solicitation a Consent Solicitation Statement (the date the Company elects to take such action or is required to take such action, the “Mailing Date”).

(iv) The Company shall set a deadline for written consents to be received from holders of Common Stock (the “Consent Deadline”) within thirty (30) days of the Mailing Date; provided, however, that such thirty (30) day deadline shall be automatically shortened to the extent that it would end on a date that is beyond the “Forbearance Period” as such term is defined in the 77G Mortgage Forbearance Agreement. Any extension of the Consent Deadline shall require the prior written consent of Investor (which shall not be unreasonably withheld). Notwithstanding anything to the contrary contained in the foregoing, the Company (i) shall be permitted to extend the Consent Deadline, if such extension is required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure (x) which the SEC or its staff (or the NYSE American or its staff) has instructed the Company is necessary under applicable Law or stock exchange rule or (y) as required under applicable Law or stock exchange rule for any supplemental or amended disclosure to be disseminated and reviewed by the holders of Common Stock prior to the deadline or (z) which discloses an Adverse Recommendation Change (as defined below), and (ii) shall be permitted to, and shall, if requested by Investor, extend the Consent Deadline if within two (2) Business Days prior to the Consent Deadline, the Company has not received a sufficient number of written consents for the adoption of the Stockholder Proposals, which have not been withdrawn, to obtain the Stockholder Approval. Nothing set forth in this clause (iv) is intended to extend the Outside Closing Date.

(v) The Company shall not change the record date or establish a different record date for the Consent Solicitation without the prior written consent of Investor, not to be unreasonably withheld, unless required to do so by applicable Law or the governing documents of the Company. The Company shall use its commercially reasonable efforts to solicit written consents in favor of the adoption of the Stockholder Proposals and shall ensure that all written consents solicited in connection with the Consent Solicitation are solicited in compliance with applicable Laws and rules of the NYSE American. The Company shall submit the Stockholder Proposals to the holders of Common Stock through the Consent Solicitation even if the Company Board shall have effected an Adverse Recommendation Change or

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proposed or announced any intention to do so. The Company shall advise Investor at least once per each of the last five (5) Business Days prior to the Consent Deadline as to the aggregate tally of written consents received by the Company with respect to the Stockholder Approval, and otherwise upon request of Investor.

(vi) If at any time prior to the Consent Deadline, any event or circumstance relating to the Company, any of its Subsidiaries or any of their respective officers or directors should be discovered by the Company which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment or a supplement to the Consent Solicitation Statement, the Company shall (w) promptly inform Investor of such event or circumstance, (x) provide Investor and its counsel with a draft of such amendment or supplement and a reasonable opportunity to review and to propose comments on such document, (y) incorporate any and all changes requested by Investor unless unreasonable to do so, and (z) to the extent necessary distribute said amendment or supplement to the holders of the Common Stock (and to the extent required by applicable Law, extend the Consent Deadline). Each of Investor and the Company agrees to correct any information provided by it for use in the Consent Solicitation Statement which shall have become false or misleading in any material respect.

(vii) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Stockholder Approval, the Company Board may withdraw, rescind, modify or qualify, or propose to publicly withdraw, modify or qualify, in a manner adverse to Investor its recommendation to adopt the Stockholder Proposals (any of the foregoing, an “Adverse Recommendation Change”) only if the Company Board concludes in good faith, after consultation with and upon the advice of its outside legal counsel, based on events or circumstances that the Company Board did not have knowledge of as of the date of this Agreement, that the failure to take such action would be inconsistent with its fiduciary obligations under applicable Law. Notwithstanding the foregoing, the Company Board shall not be entitled to make an Adverse Recommendation Change unless (x) the Company shall have provided prior written notice to Investor, at least five (5) Business Days in advance, or such shorter period of time if the Company Board concludes in good faith, after consultation with and upon the advice of its outside legal counsel, that such shorter period of time is necessary in connection with the discharge by the Company Board of its fiduciary obligations under applicable Law, that the Company Board will effect an Adverse Recommendation Change and specifying with reasonable particularity the reasons therefor, (y) during such five (5) Business Day (or shorter) period, if requested by Investor, the Company shall have engaged in good faith negotiations with Investor to amend this Agreement, any other Transaction Agreement or any documents, agreements, or instruments executed by Investor or any of its Affiliated Purchasers in favor of the Company or its Affiliates delivered in connection with any of the foregoing (collectively, the “Transaction Documents”) in such a manner that would obviate the need for such Adverse Recommendation Change (it being agreed that nothing set forth in this clause shall be deemed to require Investor to agree to any such amendment), and (z) the Company Board shall have considered in good faith any adjustments to this Agreement and/or any other Transaction Document that may be proposed by Investor no later than 5:00 p.m., New York City time, on the fifth (5 th) Business Day of such five (5) Business Day period (or at the conclusion of such shorter period) and shall have determined, after consultation with and upon the advice of its outside legal counsel, that no adjustment has been made that would obviate the need for such Adverse Recommendation Change. Except as otherwise expressly provided herein, the Company’s obligations under the Transaction Documents (including this subsection (e)) shall not be affected by any Adverse Recommendation Change.

(f)Stock Delisting; SEC Deregistration. Following the Closing, the Company will pursue, as promptly as practicable, (a) the delisting of its publicly traded Common Stock from the NYSE American (“Delisting”) and (b) deregistration from the reporting obligations under Sections 12 and 15 of the Exchange Act, including all associated reporting obligations (“Deregistration”). The Delisting and the Deregistration will occur on a timeline mutually agreed upon by the Investor and the Company, but, in the case of the Delisting process, shall be completed (including filing the Form 15 with the SEC) not later than forty-five (45) days following the Closing, and, in the case of the Deregistration process, the Company shall use reasonable efforts to complete the process no later than one hundred thirty-five (135) days following the Closing absent agreement otherwise from Investor, to be granted or withheld in the Investor’s sole discretion; provided, however, that in the event a proposed third-party investor in the Company (a “TopCo Strategic Investor”) desires the Company to maintain its listing with the NYSE American and registration with the SEC as part of a strategic transaction

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with the Company (a “TopCo Strategic Transaction”), and if such TopCo Strategic Investor posts at least a $750,000 nonrefundable deposit and commits to close such proposed TopCo Strategic Transaction within 30 days after posting such deposit, as such date is reasonably extended to the extent shareholder approval is required, then the Delisting and Deregistration process shall be paused, to be resumed as promptly as practicable if the proposed TopCo Strategic Transaction terminates. The parties acknowledge that such reasonable efforts include reasonable efforts to obtain the termination or waiver of any outstanding registration rights agreements between the Company and any third parties. The terms of this Section 6(f) shall survive the Closing.

(g)Board of Directors. The Company will take all action necessary to cause the Company Board to be constituted as set forth on Schedule 6(g) hereto, effective upon the Closing. Upon the earlier of (i) the date on which the Delisting occurs and (ii) the date that is three (3) months following the Closing Date, the Company will take all action reasonably necessary to cause the Company Board to be reduced to five (5) members, constituted as follows: (i) two (2) members appointed by Investor, each of which may either be independent or interested, as determined by the Investor; (ii) two (2) members appointed by the Company, either or both of which may be current members of the Board; and (iii) one (1) member to be mutually agreed upon and appointed by, the Company and Investor. The terms of this Section 6(g) shall survive the Closing.

(h)Adjustment to Shares. The Company shall not effect a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction with respect to any shares of its capital stock without the prior written consent of Investor in its sole and absolute discretion. The terms of this Section 6(h) shall survive the Closing.

(i)Paramus Matters. Immediately following the consummation of the sale of the Paramus Property pursuant to a Paramus PSA (the “Paramus Property Sale”), all representations, warranties and covenants regarding Paramus Owner and the Paramus Property set forth herein shall be of no further force or effect, provided that the Company shall take all action necessary to cause all net proceeds received by the Paramus Owner in connection with the Paramus Property Sale (less all reasonable out of pocket transaction expenses reasonably approved by Investor, and amounts payable in satisfaction of the Paramus Owner’s existing obligations under that certain Credit Agreement, dated as of February 21, 2017, as amended, by and between Webster Bank (successor-in-interest to Sterling National Bank) and Paramus Owner, in accordance with the terms thereof) to be applied to prepayment of the CCF. Investor shall reasonably cooperate with the Company in taking all action necessary to consummate the transactions contemplated by this Section 6(i). The terms of this Section 6(i) shall survive the Closing.

(j)Net Operating Losses. The Company shall use commercially reasonable efforts to not take (and not cause any Company Entity to take) or fail to take (or cause any Company Entity to fail to take) any action that would impair or otherwise subject to limitation any net operating loss or other Tax attribute that exists as of the Effective Date, or that will exist as a result of the transactions contemplated by this Agreement, under Sections 382, 383 or 384 of the Code or under any other applicable Law. The terms of this Section 6(j) shall survive the Closing.

(k)Section 280G Analysis. Prior to the Closing, if requested by Investor, the Company shall conduct or engage a third party to conduct an analysis under Section 280G of the Code to determine whether payments made or to be made to any “disqualified individual” ​(within the meaning of Section 280G of the Code) would reasonably be expected to constitute excess parachute payments (within the meaning of Section 280G of the Code). The Company agrees to provide to Investor written drafts of the calculations and analysis and take into account reasonable comments thereon provided by Investor prior to the Closing.

7. Covenants of Investor. Without derogating from the obligations of the Investor set forth elsewhere in this Agreement, the Investor agrees with the Company that:

(a)Information. The Investor shall provide the Company with such information regarding the Investor for inclusion in the Shelf Registration Statement as is necessary to comply with federal or state securities laws or as necessary to avoid or correct a misstatement or omission in the Shelf Registration Statement or is otherwise required to be disclosed in such registration statement pursuant to the 1933 Act.

(b)Cooperation. The Investor shall cooperate with the Company in taking all action necessary to consummate the transactions contemplated by this Agreement, including executing, delivering and filing, as

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applicable, any additional ancillary instruments or agreements necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated hereby and thereby.

(c)R&W Insurance Policy. Investor shall have the right (but not the obligation) to obtain a buyer-side representation and warranty insurance policy issued to Investor in connection with the transactions contemplated by the Transaction Agreements (a “R&W Insurance Policy”). The Company shall, at no material cost or liability to the Company, reasonably cooperate with Investor’s efforts, and provide assistance as reasonably requested by Investor, to obtain and bind the R&W Insurance Policy. The R&W Insurance Policy shall provide that the insurer may not seek to or enforce, and to the fullest extent waives, any subrogation rights it might have against the Company or any of its Affiliates, or any past, present or future direct or indirect parent, shareholder, member, director, officer, attorney, partner, employee, third-party counsel, financial advisor, auditor (or the functional equivalent of any such position), agent or other representative of any of the foregoing, arising out of, as a result of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, except in the case of Fraud (defined below) by such party. Additionally, and without limiting the generality of the foregoing, Investor agrees that any rights of any issuer of the R&W Insurance Policy, including any rights of subrogation, shall not affect, expand or increase any liability or obligation of the Company in connection with this Agreement or the transactions contemplated by the Transaction Agreements. After Closing, Investor and its Affiliates shall not amend, permit to be amended, waive or otherwise modify the R&W Insurance Policy in any manner that is or could reasonably be expected to be material and adverse to the Company, without the Company’s prior written consent, in each instance. The covenants in this Section 7(c) shall survive the Closing without termination. At the Closing, Investor shall deliver to the Company, if obtained by Investor, a copy of the binder for any R&W Insurance Policy (it being understood that Investor is not required to obtain any R&W Insurance Policy). For purposes of this Agreement, “Fraud” means an actual and intentional fraud under Delaware law with the specific intent to deceive and mislead a party to this Agreement with respect to any material statement in any representation or warranty by such party set forth in this Agreement or any other Transaction Agreement.

8. Additional Covenants of the Parties. Without derogating from the obligations of the parties set forth elsewhere in this Agreement, the parties agree that:

(a)TopCo Strategic Transaction. In the event that the Company desires to complete a TopCo Strategic Transaction, the parties will reasonably cooperate at the Company’s sole cost and expense to effectuate such TopCo Strategic Transaction. In connection with any TopCo Strategic Transaction, the Investor will consider any proposals to sell its shares of Common Stock to such TopCo Strategic Investor; provided that any decision to sell or to not sell all or any portion of such shares may be made in the Investor’s sole and absolute discretion, unless the purchase price for Investor’s shares is in excess of what the Investor paid for such shares and all reasonable costs incurred by Investor in connection therewith up to a maximum amount of $500,000 or includes other terms that the Investor reasonably determines to be adverse to the Investor or its Affiliates, in which case the Investor will reasonably consider any proposal. The parties acknowledge that the Investor’s obligation to be reasonable as set forth in the preceding sentence shall be limited to its consideration of non-economic TopCo Strategic Transaction terms that do not restrict (i) the transfer, financing or other disposition of the Investor’s interest in the Company; (ii) the enforcement of the loans evidenced by the CCF and the Amended and Restated Mezzanine Loan Agreement, dated as of October 22, 2021, by and among 77G Subordinate Mezz, as borrower, 77G Mezz, as additional pledgor, TPHS Lender II LLC, as lender, and TPHS Lender II LLC, as administrative agent, as amended and restated from time to time (the “MezzCo Loan Agreement”); or (iii) the entering into of any future transaction (whether related or unrelated to the Company or the TopCo Strategic Transaction) by the Investor or any Affiliate of Investor (it being acknowledged, for the avoidance of doubt, that the Investor may approve or disapprove any terms relating to the matters described inclauses (i) through(iii) in its sole and absolute discretion). If, in connection with a TopCo Strategic Transaction, the Investor sells all of its shares of Common Stock in the Company, or any lesser number of such shares such that the Investor beneficially owns less than 4.75% of the Common Stock of the Company on a pro forma basis, the Investor shall be granted a number of penny warrants such that the aggregate beneficial ownership interest of the Investor shall equal 4.75% of the total Company shares of Common Stock outstanding, taking into account any shares and other interests beneficially owned by the Investor or any Affiliate thereof at such time, the form of agreement relating to such penny warrants to be approved by the Investor in its reasonable discretion, provided that in any event such form shall contain terms customary for

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penny warrants. In addition, with respect to any covenants in this Agreement that survive the Closing, and pertain primarily to the Company (rather than the Property Owners), Investor shall in good faith evaluate the termination or modification of such covenants taking into account its reduced equity ownership and the totality of the circumstances. The terms of this Section 8(a) shall survive the Closing.

(b)Loan Modifications. The parties agree to cooperate to modify each of the (i) the Master Loan Agreement, dated as of October 22, 2021, by and between 77G Owner, as borrower and Macquarie, as lender and administrative agent (the “Mortgage Loan Agreement”), (ii) the MezzCo Loan Agreement, (iii) the Loan Agreement (the “237 11 th Loan Agreement”), by and between 470 4 th Avenue Fee Owner, LLC, as borrower, Natixis, New York Branch, a branch of Natixis S.A., a public limited company organized and existing under the laws of France (“Natixis”), individually as a co-lender and Natixis, acting as agent for and on behalf of the lender and the other lenders, if any, from time to time party thereto, and (iv) the Mezzanine Loan Agreement (the “237 11 th Mezzanine Loan Agreement”, and together with the Mortgage Loan Agreement, the MezzCo Loan Agreement and 237 11 th Street Mezzanine Loan Agreement, the “Loan Agreements), by and between 470 4 th Avenue Owner, LLC, as borrower, Natixis, individually as a co-lender (the “Mezz Lender”) and Natixis, acting as agent for and on behalf of the Mezz Lender and the other lenders, if any, from time to time party thereto to, among other things, cause such Loan Agreements to be coterminous with the MezzCo Loan Agreement (in the case of the Mortgage Loan Agreement), to reflect the terms in the applicable term sheets (if any) with such parties and to reflect the occurrence of and to cause the respective lenders thereunder to grant their consent to the transactions contemplated by the JV Operating Agreement and the other Transaction Agreements (collectively, the “Loan Modification Agreements”).

9. Conditions to the Obligations of the Parties.

(a) The obligations of the Investor hereunder to purchase the Investor Shares and enter into, or cause its applicable Affiliates to enter into, the Transaction Agreements to which it or such Affiliates are a party shall be subject to the satisfaction prior to the Closing Date of each of the following conditions (which may be waived in whole or in part by the Investor in its sole discretion):

(i)Consents. All governmental and third party notifications, filings, consents, waivers and approvals required for the consummation of the transactions contemplated by this Agreement shall have been made or received.

(ii)No Legal Impediment to Issuance. No statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority, and no judgment, injunction, decree or order of any federal, state or foreign court shall have been issued that prohibits the issuance of the Investor Shares to the Investor or the consummation of the transactions contemplated by this Agreement.

(iii)Good Standing. The Investor shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company in the State of Delaware, in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction.

(iv)Representations and Warranties. The representations and warranties of the Company contained in this Agreement, taken as a whole, shall be true and correct in all material respects (or, to the extent representations and warranties are qualified by materiality, in all respects). For the avoidance of doubt, changes in representations and warranties resulting from actions taken by the Company or any other Company Entity that do not violate the terms of this Agreement shall not be deemed to cause a failure of the condition set forth in this clause (iv) to be satisfied.

(v)Covenants. The Company shall have performed and complied in all material respects with all of its respective covenants and agreements contained in this Agreement and in any other document delivered pursuant to this Agreement through the Closing Date.

(vi)Certificate. The Company shall have furnished to the Investor a certificate, dated as of the Closing Date, of an officer of the Company, on behalf of the Company, confirming the matters set forth in subsections (iv) and (v).

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(vii)No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any changes or events that, individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect.

(viii)No Market Adverse Event. There shall not have occurred (i) a material adverse change in the financial markets in the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, or (ii) a suspension or material limitation on trading, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any securities exchange or by any such system or by order of the SEC, the New York Stock Exchange or any other governmental authority, or (iii) a material disruption in commercial banking or securities settlement or clearance services in the United States, or (iv) a declaration of a banking moratorium by either Federal or New York authorities.

(ix)Stockholder Approval. The Stockholder Approval shall have been obtained.

(x)Transaction Agreements. The Transaction Agreements shall have been executed and delivered by the parties thereto (other than Investor, if applicable).

(xi)Loan Modification Agreements. The Loan Modification Agreements shall have been executed and delivered by the parties thereto, released from escrow (to the extent in escrow), and shall be unmodified and in full force and effect.

(xii)R&W Insurance Policy. If Investor has elected to purchase an R&W Insurance Policy, then Investor shall have obtained such R&W Insurance Policy in a form and amount acceptable to Investor.

(xiii)Title. The title to each Property shall be vested in the applicable Property Owner and shall be in the same condition as exists on the Effective Date, subject to changes thereto approved by the Investor (which approval shall not be unreasonably withheld, conditioned or delayed), and if the Investor has elected to purchase an owner’s policy of title insurance for any Property, such policy shall have been issued in form reasonably acceptable to Investor.

(xiv)Additional Amounts Payable to Company Advisors. The Company and each of the Company Advisors shall have entered into separate agreements, each in form acceptable to Investor in its sole discretion, providing that the remaining compensation due to each Company Advisor in respect of any contract, agreement or understanding between such Company Advisor and the Company that would give rise to any brokerage commission, finder’s fee, fee for service or other like payment in connection with the consummation of the transactions contemplated by this Agreement and/or a TopCo Strategic Transaction (such remaining amounts being $2,635,000 for Houlihan Lokey, $465,000 for Ackman-Ziff, and $1,897,960 for Kramer Levin), shall not be deemed earned by, due or payable to such Company Advisor unless and until a TopCo Strategic Transaction has been consummated following the Closing, with the counterparty to such TopCo Strategic Transaction having agreed to pay (and actually having paid) such brokerage commission, finder’s fee, fee for service, or other like payment to such Company Advisor.

(xv)Purchase Price Reserve Account. The Purchase Price Reserve Account shall have been established in accordance with Section 6(d)(xxvi).

(xvi)D&O Insurance. The Company and Investor shall have reached agreement on the terms for which D&O insurance coverage (and a D&O insurance run off or tail) shall be purchased and/or maintained for the members of the Board, which terms shall be acceptable to both the Company and to Investor in their respective sole and absolute discretion.

(b) The obligation of the Company to issue and sell the Investor Shares and enter into, or cause TPHGreenwich Holdings and TPH Manager to enter into, as applicable, the Transaction Agreements is subject to the following conditions (which may be waived in whole or in part by the Company in its sole discretion):

(i)No Legal Impediment to Issuance. No statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority, and no

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judgment, injunction, decree or order of any federal, state or foreign court shall have been issued that prohibits the issuance of the Investor Shares to Investor or the consummation of the transactions contemplated by this Agreement.

(ii)Representations and Warranties. The representations and warranties of Investor and each Affiliated Purchaser contained in this Agreement shall be true and correct in all material respects (disregarding all qualifications and exceptions contained therein relating to materiality or similar qualifications).

(iii)Covenants. Investor shall have performed and complied in all material respects with all of its covenants and agreements contained in this Agreement and in any other document delivered pursuant to this Agreement through the Closing Date.

(iv)No Market Adverse Event. There shall not have occurred (i) a material adverse change in the financial markets in the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, or (ii) a suspension or material limitation on trading, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any securities exchange or by any such system or by order of the SEC, the New York Stock Exchange or any other governmental authority, or (iii) a material disruption in commercial banking or securities settlement or clearance services in the United States, or (iv) a declaration of a banking moratorium by either Federal or New York authorities.

(v)Stockholder Approval. The Stockholder Approval shall have been obtained.

(vi)Transaction Agreements. The Transaction Agreements shall have been executed and delivered by Investor and the other parties thereto (other than the Company, TPHGreenwich Holdings and TPH Manager, if applicable).

(vii)Loan Modification Agreements. The Loan Modification Agreements shall have been executed and delivered by the parties thereto, released from escrow (to the extent in escrow), and shall be in full force and effect.

(viii)Company Investor Warrant Agreement. The warrants issued under the Company Investor Warrant Agreement shall have been cancelled at (and subject to) Closing.

(ix)D&O Insurance. The Company and Investor shall have reached agreement on the terms for which D&O insurance coverage (and a D&O insurance run off or tail) shall be purchased and/or maintained for the members of the Board, which terms shall be acceptable to both the Company and to Investor in their respective sole and absolute discretion.

10. Condemnation and Destruction.

(a)Takings. If, prior to the Closing Date, a Non-Material Taking (as hereinafter defined) occurs, then (a) the Company shall notify Investor of such fact, (b) Investor shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing, Investor shall accept the applicable Property Owner having its interest in the applicable Property subject to such Non-Material Taking or so much of the applicable Property as remains after such Non-Material Taking, as the case may be, and (d) at the Closing, the Company shall cause to be retained by the Property Owners, and the Property Owners shall be entitled to receive and keep, all of the Property Owners’ interest in and to all awards for such Non-Material Taking. If, prior to the Closing Date, a Material Taking (as hereinafter defined) occurs, then (i) the Company shall notify Investor of such fact and (ii) Investor shall have the right to terminate this Agreement by delivering notice of such termination to the Company within ten (10) days after it receives such notice from the Company (and the Closing shall be automatically adjourned for such ten (10) day period if all conditions precedent to Investor’s obligation to close have otherwise been satisfied). In the event that Investor fails to exercise such termination right due to such Material Taking within such ten (10) day period, Investor shall be deemed to have waived such termination right, in which event the provisions of the first sentence of this Section 10(a) shall apply to such Material Taking. In the event that Investor delivers a notice of termination

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within such ten (10) day period, this Agreement shall terminate and no party shall have any further rights or obligations hereunder except for the Surviving Obligations (as defined below), which shall survive such termination.

(b)Casualties. If, prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (a) the Company shall notify Investor of such fact, (b) Investor shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing Investor shall accept its interest in the applicable Property subject to such Non-Material Casualty, and (d) at the Closing, the Company shall cause to be retained by the Property Owners, and the Property Owners shall be entitled to receive and keep, all of the Property Owners’ interest in and to all insurance proceeds payable in connection with such Casualty. If, prior to the Closing Date, a Material Casualty (as hereinafter defined) occurs, then (i) the Company shall notify Investor of such fact and (ii) Investor shall have the right to terminate this Agreement by delivering notice of such termination to the Company within ten (10) days after it receives such notice from the Company (and the Closing shall be automatically adjourned for such ten (10) day period if all conditions precedent to Investor’s obligation to close have otherwise been satisfied). In the event that Investor fails to exercise such termination right within such ten (10) day period, Investor shall be deemed to have waived such termination right, in which event the provisions of the first sentence of this Section 10(b) shall apply to such Material Casualty. In the event that Investor delivers a notice of termination within such ten (10) day period, this Agreement shall terminate and no party shall have any further rights or obligations hereunder except for the Surviving Obligations, which shall survive such termination.

(c)Certain Definitions. As used herein, the following terms shall have the following meanings:

“Casualty” means the destruction of all or a portion of a Property by fire or other casualty.

“Material Casualty” means a Casualty that would cost more than Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) to repair.

“Material Taking” means a Taking (a) affecting more than one percent (1%) percent of the land on the 77G Property or the 237 11 th Property or affecting any portion of the improvements on the 77G Property or the 237 11 th Property, (b) affecting the parking areas or driveways thereon, (c) affecting any means of ingress thereto or egress therefrom, (d) affecting any other portion of the land on which improvements have not yet been constructed, (e) in which any lender to either Property or Property Owner is entitled to receive condemnation awards and is not required to distribute such awards, or (f) which would result in any reduction or abatement of rent payable under any Lease or a termination of any Lease.

“Non-Material Casualty” means any Casualty other than a Material Casualty.

“Non-Material Taking” means any Taking other than a Material Taking.

“Taking” means any taking of any portion of the land or the improvements by condemnation or eminent domain.

11. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

(a) by the mutual written consent of the Company and Investor;

(b) by (i) Investor upon written notice to the Company, if the Closing shall not have occurred on or prior to the Outside Closing Date, or (ii) the Company upon written notice to Investor, if the Closing shall not have occurred on or prior to the Outside Closing Date; provided, however, that the right to terminate this Agreement under this Section 11(b) shall not be available to any party if the breach by such party of its representations and warranties set forth in this Agreement or the failure of such party to perform any of its covenants under this Agreement has been the principal cause of or primarily resulted in the events specified in this Section 11(b);

(c) by any party if any action, suit, investigation, proceeding, order, judgment, decree, injunction or other legal restraint or prohibition enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby shall be in effect and shall have become final and non-appealable prior to the Closing

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Date; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 11(c) shall have used the required efforts to cause the conditions to Closing to be satisfied in accordance with Section 6(b) and Section 7(a), as applicable;

(d) by Investor if the Company shall have breached any of its representations or warranties or failed to perform (or cause to be performed) any of its covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 9(a)(iv) and (ii) is incapable of being cured prior to the Outside Closing Date, or if capable of being cured, shall not have been cured within thirty (30) calendar days (but in no event later than the Outside Closing Date) (a “Company Breach”) following receipt by the Company of written notice of such breach or failure to perform from Investor stating Investor’s intention to terminate this Agreement pursuant to this Section 11(d) and the basis for such termination; or

(e) by the Company if Investor shall have breached any of its representations or warranties or failed to perform (or cause to be performed) any of its covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 8(b)(ii) and (ii) is incapable of being cured prior to the Outside Closing Date, or if capable of being cured, shall not have been cured within thirty (30) calendar days (but in no event later than the Outside Closing Date) (an “Investor Breach”) following receipt by Investor of written notice of such breach or failure to perform from the Company stating the Company’s intention to terminate this Agreement pursuant to this Section 11(e) and the basis for such termination; provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 11(e) if the Company is then in material breach of any of its representations, warranties, covenants or agreements hereunder which breach would give rise to the failure of a condition set forth in Section 9(a)(iv).

12. Effect of Termination; Default.

(a) In the event of the termination of this Agreement as provided in Section 10, written notice thereof shall be given to the other party, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void (other than this Section 12 and Sections 16-23 (the “Surviving Obligations”)), all of which shall survive termination of this Agreement), and, subject to Section 11(b), there shall be no liability on the part of Investor or the Company or their respective directors, officers and Affiliates in connection with this Agreement, except that no such termination shall relieve any party from liability for damages to another party resulting from a willful and material breach of this Agreement prior to the date of termination or from Fraud.

(b) Without limiting the foregoing,

(i) in the event of a Company Breach, in addition to any other remedy available to Investor at law or in equity, Investor may either (x) terminate this Agreement in accordance with Section 11(d), in which case Investor will have the right to commence a proceeding against the Company for damages (including reasonable attorney’s fees, diligence fees and third-party costs incurred by Investor in connection with the transactions contemplated herein); or (y) bring an action against the Company to seek specific performance of the Company’s obligations hereunder; and

(ii) in the event of an Investor Breach, the Company may as its sole and exclusive remedy terminate this Agreement in accordance with Section 11(e), in which case the Company will have the right to commence a proceeding against Investor for its actual out of pocket expenses and damages incurred in connection with the transaction contemplated by this Agreement (including reasonable attorney’s fees and third-party costs incurred by the Company in connection with the transactions contemplated herein), such damages not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate.

13. Non-Survival of Representations and Pre-Closing Covenants. Except in the case of Fraud (a) none of the representations and warranties of the Company or Investor as set forth in this Agreement or in any certificate or other document delivered in connection herewith or therewith, shall survive the Closing and following the Closing no claims (whether in contract, in tort, in strict liability, at law or in equity, or granted by any Law) may be made against any Person as a result of a breach of representations or warranties, and (b) no Person shall have any liability, with respect to any of the foregoing representations and warranties other than insurers and reinsurers under the R&W Insurance Policy, if any. In addition, none of the covenants and

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agreements that are required to be performed at or prior to the Closing shall survive the Closing. Covenants and agreements that contemplate performance after the Closing or otherwise expressly by their terms survive the Closing shall survive the Closing indefinitely in accordance with their respective terms and if there are no stated terms, then such covenants and agreements shall survive until fully performed or complied with; provided, however, the foregoing shall not limit or prohibit the rights of Investor to pursue recoveries under the R&W Insurance Policy, if any. If a breach of any covenant by the Company is also a breach of a representation and warranty in Section 2 or Section 3, Investor agrees to use commercially reasonable efforts to make and shall diligently pursue a claim therefor under the R&W Insurance Policy and Investor agrees to reimburse the Company for any amounts paid to Investor in connection with such covenant breach if Investor has recovered (taking into account all amounts actually recovered by Investor both from the Company and the provider of such R&W Insurance Policy) more than the amount necessary to make it whole in connection with such breach. Investor hereby acknowledges that, following the Closing, and except in the case of Fraud, the R&W Insurance Policy, if any, shall be the sole and exclusive source of recovery and remedy for any losses sustained, suffered or incurred by Investor, its Affiliates, or any of their respective successors or assigns, resulting from any breach, misstatement, misrepresentation, inaccuracy or omission by the Company of its representations and warranties contained in this Agreement. No decision on the part of Investor not to purchase the R&W Insurance Policy, or to have such R&W Insurance Policy bound as of Closing, shall be deemed to amend, modify or undermine, in whole or in part, the limitations set forth in this Section 13.

Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, the parties hereby agree that the provisions in this Section 13 shall not preclude (i) claims against the parties hereto for Fraud, (ii) claims against the parties hereto for breaches or violations of the covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Closing or (iii) making claims under or receiving any proceeds from the R&W Insurance Policy; provided that, except as otherwise set forth herein, (A) nothing in this Agreement shall obligate the Investor to take action to recover under any such policy, it being understood that any such decision shall be in the sole discretion of the Investor; and (B) the Company shall not be entitled to any proceeds from such policy or to any credit or offset with respect to any such proceeds.

14. Expense Reimbursement. Except as set forth on the Closing Statement and in Section 6(a) of this Agreement, each party shall be responsible for any fees and expenses incurred by it in connection with the preparation, negotiation and delivery of this Agreement and the other Transaction Agreements.

15. Adjustment to Shares. If, prior to the Closing Date, and in accordance with Section 6(h), the Company effects a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction with respect to any shares of its capital stock, references to the numbers of such shares and the prices therefore shall be equitably adjusted to reflect such change and, as adjusted, shall, from and after the date of such event, be subject to further adjustment in accordance herewith.

16. Notices. All notices and other communications in connection with this Agreement will be in writing and will be deemed given if delivered personally (and will be deemed to have been duly given upon receipt), sent via electronic transmission (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the addresses set forth on Schedule 16 (or at such other address for a party as will be specified by like notice).

17. Assignment; Third Party Beneficiaries. This Agreement and the rights and obligations hereunder shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other party. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the parties hereto and any permitted assignees any rights or remedies under this Agreement. Any Indemnified Persons shall be entitled to enforce and rely on the provisions listed in the immediately preceding sentence as if they were a party to this Agreement. No direct or indirect partner, officer, director, shareholder, member, manager, employee, agent, or Affiliate of (i) the Investor or (ii) the Company shall have any liability of any kind or nature arising out of this Agreement.

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18. Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits to and the documents and instruments referred to in this Agreement, including the Existing Confidentiality Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

19. GOVERNING LAW; VENUE. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE INVESTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

20. Prevailing Party Fees. In the event of any litigation arising out of this Agreement, the Prevailing Party (as hereinafter defined) shall be entitled to receive from the losing party an amount equal to the Prevailing Party’s costs incurred in such litigation, including, without limitation, the prevailing party’s attorneys’ fees, costs and disbursements. For purposes of this Section 20, (a) the term “Prevailing Party” shall be deemed to be that party who obtains substantially the result sought, whether by settlement, mediation, judgment, or otherwise and (b) the term “attorneys’ fees” shall include, without limitation, the actual attorneys’ fees incurred in retaining counsel for advice, negotiations, suit, appeal, and any other legal proceeding, including mediation and arbitration. The provisions of this Section 20 shall survive the termination of this Agreement.

21. Counterparts. This Agreement may be executed in counterparts, all of which will be considered one and the same Agreement and will become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

22. Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument signed by all the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

23. Headings. The headings in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.

24. Publicity. Upon execution of this Agreement, the Company will issue a press release (and provide Investor a reasonable opportunity to review, comment upon and approve such release prior to its public issuance and shall incorporate any and all reasonable changes requested by such other party). Except as contemplated by the preceding sentence and Section 6(e)(vii), each of the Company and Investor agrees that

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neither of them will, and each of them will cause its respective controlled Affiliates to not, issue any public release, disclosure or announcement concerning the transactions contemplated by this Agreement without the prior written consent of the other party (which shall not be unreasonably withheld), except to the extent such release, disclosure or announcement may be required by Law or the rules or regulations of any securities exchange on which the securities of the Company or Investor, respectively, are listed, in which case the party required to make the release, disclosure or announcement shall provide the other party reasonable time to comment on such release or announcement in advance of such issuance and, unless it is unreasonable to do so, shall incorporate any and all changes requested by such other party. The Company shall consult with the Investor prior to making any filings (and provide the Investor a reasonable opportunity to review and comment on such filings) with any third party or any governmental entity (including any national securities exchange or interdealer quotation service) with respect to the transactions contemplated by the Transaction Agreements.

25. Interpretation. All headings are inserted in this Agreement only for convenience and ease of reference and are not to be considered in the construction or interpretation of this Agreement. Unless the context clearly requires otherwise: (a) words such as “include,” “including,” or “such as” shall be interpreted as if followed by the words “without limitation”; (b) words such as “herein”, “hereof”, “hereunder,” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and (c) any reference to an Article, Section, or other subdivision, or Exhibit or Schedule, is intended to refer to an Article, Section, or other subdivision, or Exhibit or Schedule, of this Agreement. In the event of any inconsistency between the text of this Agreement and any Exhibit or Schedule attached hereto, the text of this Agreement shall govern.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the Effective Date.

[Signature Page to Stock Purchase Agreement]

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[Signature Page to Stock Purchase Agreement]

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FORM OF REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of [ ], is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) and the investor set forth on Schedule A hereof (the “Investor”).

W I T N E S S E T H

WHEREAS, the Company has entered into that certain Stock Purchase Agreement dated as of [ ] (the “Stock Purchase Agreement”) between the Company and Investor, pursuant to which the Company has agreed to issue to Investor, and Investor has agreed to purchase from the Company, 25,112,245 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) on the terms set forth therein; and

WHEREAS, in connection with the Stock Purchase Agreement, the Company has agreed to provide registration rights to the Investor with respect to the Shares.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Certain Definitions

For purposes of this Agreement, the following terms shall have the following meanings:

(a) The term “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided that, for the purposes of this definition, “control” ​(including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(b) The term “Board” means the Board of Directors of the Company.

(c) The term “Commission” means the United States Securities and Exchange Commission or any successor agency.

(d) The term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(e) The term “Person” ​(but not “person”) means any individual, firm, corporation, partnership, limited liability company, trust or other entity, and shall include any successor (by merger or otherwise) of such entity.

(f) The term “Purchase Price” means $0.30 per Share.

(g) The term “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Any terms used in this Agreement and not defined herein shall have the meanings given such terms in the Stock Purchase Agreement.

Registration of Common Stock; Indemnification

Section 2.01 Registrable Securities. For the purposes of this Agreement, “Registrable Securities” means the Shares; provided that (i) any Shares of Common Stock will cease to be Registrable Securities, and (ii) the Company will not be obligated to maintain the effectiveness of the Shelf Registration Statement (as defined below), and the Company’s obligations under Section 2.02 hereof will cease, with respect to the Registrable Securities of a holder thereof (a “Holder”) following the date on which (a) all such securities have

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been sold or otherwise transferred by the Holders thereof pursuant to an effective registration statement; or (b) all such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the Securities Act.

Section 2.02 Registration. Upon the written request of Holder(s) of at least 25% of the Registrable Securities, the Company shall, within 90 days following the date on which such request is received by the Company (the “Registration Notice Date”), prepare and file a resale registration statement on Form S-3 or another applicable form, if Form S-3 is not then available, registering offers and sales of Registrable Securities held by the Investor and any Affiliated Purchasers pursuant to Rule 415 under the Securities Act (such registration statement together with all exhibits thereto and any post-effective amendment thereto that becomes effective, the “Shelf Registration Statement”). The Company may supplement the Shelf Registration Statement from time to time to register securities other than Registrable Securities for sale for the account of any Person; provided, however, that such supplement will be permitted only so long as the Commission rules provide that such supplement does not give the Commission the right to review the Shelf Registration Statement; provided further that such supplement does not adversely affect the rights of any Holder. Notwithstanding the foregoing or anything to the contrary in this Article II, if the Company grants registration rights to one or more other holders of its Common Stock that are more favorable to such holders than the registration rights granted hereunder, with respect to underwritten offerings or otherwise, the Company and holders of a majority of the Registrable Securities hereunder shall in good faith amend this Agreement to reflect such more favorable terms as reasonably as practicable.

Section 2.03 Registration Procedures. In connection with the registration of any Registrable Securities under the Securities Act as provided in this Article II, the Company will use its best efforts to:

(a) cause the Shelf Registration Statement (and any other related registrations, qualifications or compliances as may be reasonably requested and as would permit or facilitate the sale and distribution of all Registrable Securities until the distribution thereof is complete) to become effective as soon as practicable following the filing thereof but not later than 180 days after the Registration Notice Date (the “Scheduled Effective Date”);

(b) prepare and file with the Commission the amendments and supplements to the Shelf Registration Statement and the Prospectus (as defined below) used in connection therewith and take all other actions as may be necessary to keep the Shelf Registration Statement continuously effective until the disposition of all securities in accordance with the intended methods of disposition by the Holder or Holders thereof set forth in the Shelf Registration Statement is completed, and to comply with the provisions of the Securities Act (to the extent applicable to the Company) with respect to the dispositions;

(c) (i) at least five (5) Business Days before filing with the Commission, furnish to each Holder and its counsel (if any) copies of all documents proposed to be filed with the Commission in connection with such registration, which documents will be subject to the review and reasonable comment of such Holder and its counsel; (ii) furnish to each Holder of Registrable Securities a reasonable number of copies of the Shelf Registration Statement, of each amendment and supplement thereto, and of the Prospectus included in the Shelf Registration Statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and the other documents (including exhibits to any of the foregoing), as the Holder may reasonably request, in order to facilitate the disposition of the Registrable Securities owned by such Holder; (iii) respond as promptly as practicable to any comments received from the Commission with respect to each Shelf Registration Statement or any amendment thereto and, as promptly as reasonably possible; and (iv) provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Shelf Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company.

(d) register or qualify the Registrable Securities covered by the Shelf Registration Statement under the securities or “blue sky” laws of the various states as any Holder reasonably requests and do any and all other acts and things that may be necessary or reasonably advisable to enable a Holder to consummate the disposition in such states of the Registrable Securities owned by such Holder, except that the Company will not be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein

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it would not, but for the requirements of this Section 2.03(d), be obligated to be qualified, or to subject itself to taxation in any such jurisdiction;

(e) provide a transfer agent and registrar for the Registrable Securities covered by the Shelf Registration Statement not later than the effective date of the Shelf Registration Statement;

(f) notify the Holders promptly, and confirm such notice in writing, (i)(A) when a prospectus as contained in the Shelf Registration Statement (a “Prospectus”) or any Prospectus supplement or post-effective amendment has been filed, and (B) with respect to a Shelf Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Shelf Registration Statement or the initiation of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) of the existence of any fact or the happening of any event that makes any statement made in such Shelf Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in such Shelf Registration Statement, Prospectus or documents so that, in the case of the Shelf Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (v) of the Company’s reasonable determination that a post-effective amendment to a Shelf Registration Statement would be appropriate, or (vi) of any request by the Commission or other governmental authority for amendments or supplements to a Shelf Registration Statement or related Prospectus or for additional information that pertains to the Holders as “Selling Stockholders” or the “Plan of Distribution”;

(g) enter into customary agreements (including, in the event the Holders elect to engage an underwriter in connection with the Shelf Registration Statement, an underwriting agreement containing customary terms and conditions) and take all other actions as may be reasonably required in order to expedite or facilitate the disposition of Registrable Securities; provided, however, that the Company will not be liable for any underwriter’s fees, commissions and discounts or similar expenses; and

(h) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement or any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible time.

Section 2.04 Rule 144. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission that at any time permit the sale of the Registrable Securities to the public without registration, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act;

(c) so long as a Holder owns any unregistered Registrable Securities, furnish to the Holder upon any reasonable request a written statement by the Company as to its compliance with the public information requirements of Rule 144 promulgated under the Securities Act and/or the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and any other reports and documents of the Company as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any Registrable Securities without registration (excluding any reports or documents of the Company that the Company, in its sole discretion, deems confidential); and

(d) take such further action as any Holder may reasonably request to enable such Holder to sell such Shares without registration under the Securities Act within the limitation of the exemptions provided

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by Rule 144 promulgated under the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule 144.

Section 2.05 Registration and Selling Expenses. All expenses incurred by the Company in connection with the Company’s performance of or compliance with this Article II, including, without limitation, (i) all Commission registration and filing fees, (ii) blue sky fees and expenses, (iii) all necessary printing and duplicating expenses, and (iv) all fees and disbursements of counsel and accountants retained on behalf of the Company, will be paid by the Company. Each Holder may, at its election, retain its own counsel and other representatives and advisors as it chooses at its own expense; provided that the Company will pay the reasonable fees and expenses of one counsel to the Holders incurred as part of reviewing the Shelf Registration Statement and any Prospectuses and amendments related thereto.

Section 2.06 Registration Statement Not Declared Effective. The Company and the Holders agree that the Holders will suffer damages if (i) a Shelf Registration Statement is not declared effective by the Commission on or prior to the Scheduled Effective Date, or (ii) the length or frequency of Black-Out Periods (as defined below) exceed the limits set forth in Section 2.07(a) hereof. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, (x) if the Shelf Registration Statement is not declared effective by the Commission on or prior to the Scheduled Effective Date and on such date or at any time thereafter the Company is not diligently and in good faith making commercially reasonable efforts to have the Shelf Registration Statement declared effective, the Company shall pay an amount in cash as liquidated damages to each Holder equal to one percent (1%) of the Purchase Price of the Shares held by such Holder for each thirty (30) day period after the Scheduled Effective Date during which the Company is failing to make such efforts, up to a maximum of four percent (4%); and (y) during the continuance of a Black-Out Period beyond the limits set forth in Section 2.07(a) hereof, the Company shall pay an amount in cash as liquidated damages to each Holder equal to one percent (1%) of the Purchase Price of the Shares held by such Holder for each thirty (30) day period during the continuance of a Black-Out Period beyond such limits, pro-rated as applicable for any partial month, up to a maximum of four percent (4%).

Section 2.07 Certain Obligations of Holders.

(a) Each Holder agrees that, upon receipt of any notice from the Company of (i) the happening of any event of the kind described in Sections 2.03(f)(i)(A), 2.03(f)(ii), 2.03(f)(iii), 2.03(f)(iv), 2.03(f)(v) or 2.03(f)(vi) hereof, or (ii) a determination by the Board that it is advisable to suspend use of the Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities pursuant to the Shelf Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.03(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable Prospectus may be resumed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus. The period of time in which the use of a Prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holders agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 2.07 for more than ninety (90) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least sixty (60) days must pass between Black-Out Periods and the total aggregate length of all Black-Out Periods within any twelve (12) month period shall not exceed one hundred and twenty (120) days. Notwithstanding the foregoing, the Company may suspend use of any Shelf Registration Statement if the Commission’s rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration Statement because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2.01 of Form 8-K or any other similar situation until the Company’s Form 10-K has been filed or a Form 8-K, including any required pro forma or historical financial

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statements, has been filed, respectively (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be used at the earliest possible time).

(b) As a condition to the closing and to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II.

(c) Each Holder hereby covenants with the Company not to make any sale of the Registrable Securities pursuant to the Shelf Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied.

(d) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Shelf Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) the Registrable Securities have been sold in accordance with this Agreement and the Shelf Registration Statement and (ii) the requirement of delivering a current prospectus has been satisfied.

(e) Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Shelf Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Shelf Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law.

(f) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 2.02 hereof may be assigned in whole or in part by a Holder in connection with the transfer of such Registrable Securities; provided, that: (i) the transfer of the Registrable Securities and the rights to register such Registrable Securities are effected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of the Shares, (iii) the Holder gives prior written notice to the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in a written instrument reasonably satisfactory in form and substance to the Company and its counsel. Except as specifically permitted by this Section 2.07, the rights of a Holder with respect to Registrable Securities will not be transferable to any other Person, and any attempted transfer will cause all rights of the Holder to registration of Registrable Securities under this Article II to be forfeited, voidab initio and of no further force and effect.

(g) With the written consent of the Company and each Holder affected or potentially affected by such proposed waiver, any provision of Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07 or 2.08 hereof may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely). Upon the effectuation of each waiver, the Company will promptly give written notice thereof to such Holders.

Section 2.08 Indemnification.

(a)By the Company. The Company agrees to indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities being sold, its directors, officers, employees, members, managers, partners, agents, and each other Person, if any, who controls (within the meaning of the Securities Act and the rules and regulations thereunder) such Holder (each, an “Indemnified Person”) against all losses, claims, damages, liabilities, and expenses (including legal fees and expenses and all costs incident to investigation or preparation with respect to such losses, claims, damages, liabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, the “Losses”) caused by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement, Prospectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished to the Company by or on behalf of such Holder in writing expressly for use therein or by such Holder’s failure to deliver a copy of the Shelf Registration Statement or Prospectus or any amendments or supplements thereto after the Company has furnished such Holder

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with a sufficient number of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors, employees, and agents and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) such underwriters or such other Indemnified Person to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities being sold.

(b)By the Investor. In connection with any registration statement in which a Holder of Registrable Securities is participating pursuant to this Agreement, each such Holder will, if requested, furnish to the Company in writing information regarding such Holder’s ownership of Registrable Securities and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) the Company against all Losses caused by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement, Prospectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished to the Company in writing by or on behalf of such Holder expressly for use therein; provided, however, that each Holder’s obligation to indemnify the Company hereunder shall be apportioned between each Holder based upon the net amount received by each Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Holders of Registrable Securities sold pursuant to such registration statement, no such Holder being liable to the Company in excess of such apportionment; andprovided further that each Holder’s obligation to indemnify the Company hereunder shall be apportioned between each Holder as is appropriate to reflect the relative fault of such Holder on the one hand, and of each other Holder on the other, in connection with the statements or omissions that resulted in such Losses. The relative fault of each Holder on the one hand, and each other Holder on the other, shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Holder and the parties’ relevant intent, knowledge, information and opportunity to correct or prevent such statement or omission.

(c)Notice. Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which its seeks indemnification; provided, however, that the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure to provide such notice.

(d)Defense of Actions. In any case in which any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision, and monitoring (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it that are different from or in addition to the defenses available to such indemnifying party or if a conflict or potential conflict of interest exists, in either of which event the indemnified party shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate, and settle a matter if it shall fail diligently to contest such matter (except to the extent settled in accordance with the next following sentence). The indemnifying party shall not, without the prior written consent of an indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought

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hereunder by such indemnified party unless (i) such settlement includes an unconditional release of such indemnified party in form and substance satisfactory to such indemnified party from all liability on the claims that are the subject matter of such proceedings and (ii) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(e)Jointly Indemnifiable Claims. Given that an Indemnified Person may be entitled to indemnification (a “Jointly Indemnifiable Claim”) from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such Person or otherwise (the “Indemnitee-Related Entities”), the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnified Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of recovery the Indemnified Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnified Person in respect of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Claim, the Indemnitee-Related Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person against the Company, and the Indemnified Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 2.08(e), entitled to enforce this Section 2.08(e) against the Company as though each such Indemnitee-Related Entity were a party to this Agreement.

(f)Survival. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and will survive the transfer of the Registrable Securities and the termination of this Agreement.

(g)Contribution. If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons. In determining the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances, including the relative fault of such Person, in connection with the statements or omissions that resulted in Losses. The relative fault of each Person shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Person and the parties’ relevant intent, knowledge, information and opportunity to correct or prevent such statement or omission. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined bypro rata or per capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, the Investor and any Affiliate of such Investor shall not be required to make a contribution in excess of (i) the net amount received by such Investor (or their respective Affiliates) from the sale of Registrable Securities.

Miscellaneous

Section 3.01 Inconsistent Agreements. Without the prior written consent of the Investor, the Company shall not enter into any registration rights agreement that conflicts, or is inconsistent, with the provisions of Article II hereof.

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Section 3.02 Specific Performance. Each of the Investor and the Company acknowledge and agree that, in the event of any breach of this Agreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages. The Investor and the Company hereby agree that, in addition to any other remedy to which the Investor may be entitled at law or in equity, the Investor shall be entitled to compel specific performance of this Agreement in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction for such action.

Section 3.03 Headings. The headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provisions hereof.

Section 3.04 Entire Agreement. This Agreement (a) constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, conditions, or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein, and (b) amends and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof.

Section 3.05 Notices. All notices and other communications hereunder shall be in writing and shall be delivered personally, by next-day courier, by electronic or facsimile transmission, or telecopied with confirmation of receipt to the parties at the addresses specified below (or at such other address for a party as shall be specified by like notice; provided that notices of change of address shall be effective only upon receipt thereof). Any such notice shall be effective upon receipt, if personally delivered, delivered by electronic or facsimile transmission, or telecopied, or one day after delivery to a courier for next-day delivery.

If to the Company, to:

340 Madison Avenue

New York, New York 10173

Attention: Chief Executive Officer and Chief Financial Officer

Email: matt.messinger@tphs.com andsteven.kahn@tphs.com

with a copy (which shall not constitute notice) to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention: John Bessonette

Email: jbessonette@kramerlevin.com

If to the Investor or the Holder(s), to:

The names and addresses on Schedule A, or at such other address as such Investor or Holder shall have specified to the Company in writing.

Section 3.06 Governing Law; Venue. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH HOLDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH

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PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.06.

Section 3.07 Severability. The invalidity, illegality, or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality, or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality, or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

Section 3.08 Successors; Assigns. The provisions of this Agreement shall be binding upon the parties hereto and their respective heirs, successors, and permitted assigns, including, without limitation and without the need for an express assignment or assumption, any successor in interest to an Investor, whether by a sale of all or substantially all of its assets, merger, consolidation, or otherwise. Neither this Agreement nor the rights or obligations of any party hereunder may be assigned, except as otherwise provided in this Agreement. Any such attempted assignment in contravention of this Agreement shall be void and of no effect.

Section 3.09 No Third-Party Beneficiaries. Nothing in this Agreement creates in any Person not a party to this Agreement (other than permitted assignees and a Person indemnified pursuant to Section 2.08 hereof with respect to such indemnification rights and any Holders of the Registrable Securities with respect to the rights to which they are entitled hereunder) any legal or equitable right, remedy or claim under this Agreement, and this Agreement is for the exclusive benefit of the parties hereto.

Section 3.10 Amendments. This Agreement may not be amended, modified, or supplemented unless such modification is in writing and signed by the Company and each Investor.

Section 3.11 Waiver. Any waiver (express or implied) of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

Section 3.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same Agreement and will become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned hereby agree to be bound by the terms and provisions of this Registration Rights Agreement as of the date first above written.

By:

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Name:

Title:

[Signature Page to Registration Rights Agreement]

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[COMPANY INVESTOR]

By:

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Name:

Title:

[Signature Page to Registration Rights Agreement]

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EXHIBIT B

SEE EXHIBIT A TO ANNEX A-1

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EXHIBIT C

AMENDED & RESTATED CREDIT AGREEMENT 1

dated as of [•], 2024

among

[•],

as Borrower,

CERTAIN SUBSIDIARIES OF [•]

FROM TIME TO TIME PARTY HERETO,

as Guarantors,

THE INITIAL LENDERS NAMED HEREIN,

as Initial Lenders,

and

[ ]

as Administrative Agent

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NTD: Subject to Administrative Agent review.

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TABLE OF CONTENTS

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