EFiled: Sep 27 2019 04:43PMREQT.)
`Transaction ID 64250797 (AuLy
`Case No. 2019-0779-
`EResies }
`EXHIBIT “E”
`~
`
`EFiled: Sep 27 2019 04:43PM EDT
`Transaction ID 64250797
`Case No. 2019-0779-
`
`
`
`
`
`
`
`

`

`ALLERANDFS INVESTCO LLC
`675 West Indiantown Road
`Jupiter, FL 33458
`
`August 27, 2019
`
`RAO3Pittsfield Remainderco, LLC
`c/o United Way of Miami-Dade
`3250 Southwest Third Avenue
`Miami, FL 33129-2712
`
`(305) 646-7065
`Tel:
`Email: cmolina@unitedwaymiami.org
`
`Attn: Carlos Molina, Chief Financial Officer
`
`VIA Certified Mail RRR
`
`Dear Mr. Molina:
`
`RAO3 Pittstield Remainderco, LLC
`
`I write on behalf ofAllerand FS Investco LLC (“Allerand”), the assignee of, and successor
`in interest to, DWT Exchange, LLCin tespect ofthe purchase options (the “Option”) granted by
`RAO3 Pittsfield Remainderco, LLC (the “Grantor”) to and for the benefit of RA PVP-POS
`Associates pursuantto aRemainder Estate Purchase OptionAgreement(the “OptionAgreement”),
`dated as of December 15, 2003. Capitalized terms used in this letter without definition have the
`meaningsascribedthereto in the Option Agreement.
`
`Allerand understands that United Way of Miami-Dade (“United”) is the current owner of
`all the membership interests in Grantor and that you are the responsible person at United that
`deals with matters relating to Grantor. If United is no longer the owner of Grantor or ifyou are
`not the proper person to handle matters relating to Grantor, please so advise me(and, ifknown to
`you, please provide me with the correct contact information for the person or entity that should
`be the properrecipient ofthis letter).
`
`Allerand herewith exercises the Option.
`
`In furtherance of such exercise, we are enclosing the following: (i) a copy of the Option
`Agreement; (ii) the notice ofexercise ofthe Optionas is contemplated in Section 3 ofthe Option
`Agreement; (iii) the unrelated appraiser’s valuation andcalculation of the Purchase Price thatis
`contemplated in Section 1(b) of the Option Agrecment;
`(iv)
`two counterparts of the
`Purchase Agreement appropriately completed and exccuted in the manner contemplated in
`Section 3 of the Option Agreement; and (v) a certified or bank check representing the
`Downpayment.
`
`

`

`Please notethat, in the interest of concluding the purchase of the RemainderEstate in the
`most cfficient manner possible, we have waived ourrights under the Option Agreementto deposit
`the Downpayment funds into escrow, and we have instead made the check payable directly
`to Grantor.
`If, for any reason, Grantor would prefer that such funds be deposited with an escrow
`agent, please so notify us and we will re-issue the Downpayment check to an Escrowee
`of Grantor’s choosing as contemplated in Section 3 of the Option Agreement.
`
`Please provide us with a fully executed counterpart ofthe Purchase Agreement within the
`period specified in Section 5 ofthe Option Agreement and please advise us ofthe place ofClosing
`as contemplated in Section 4 of the Option Agreement.
`
`Picase also note that, as contemplated in Section 8 of the Option Agrcement, any andall
`notices relating to the Option,
`the Option Agreement or the Purchase Agreement should be
`addressed to the undersigned at the address set forth at the top of this letter, with a copy to Sharon
`H Jacoby, Esq., c/o Nicol Jacoby LLP, 455 Tarrytown Road, Suite 1270, White Plains, NY
`10607.
`
`Very truly yours,
`
`

`

`ENCLOSURES
`
`(i)
`(ii)
`
`(iii)
`
`(iv)
`
`7)
`
`A copy of the Option Agreement;
`the notice of exercise ofthe Option as is contemplated in Section 3 of the Option
`Agreement;
`the unrelated appraiser’s valuation and calculation of the Purchase Price thatis
`contemplated in Section 1(b) of the Option Agreement;
`two counterparts of Purchase Agreement appropriately completed and executedin the
`manner contemplated in Section 3 of the Option Agreement; and
`a certified or bank check representing the Downpayment.
`
`

`

`REMAINDER ESTATE PURCHASE OPTION AGREEMENT
`
`REMAINDER ESTATE PURCHASE OPTION AGREEMENT,dated as of the date
`set forth on the signature page hereto, by and between the Delaware limited liability company
`(“Grantor”) executing this agreementas “grantor” and the Maryland limited liability company
`(“Grantee”) executing this agreementas “grantee”.
`
`RECITALS:
`
`Grantor is the ownerof the remainderestate (the “Remainder Estate”) created
`A,
`by virtue of the assignmenton the date hereof to Grantor (subjectto the reservation in Grantee
`of a certain term of years estate therein) of all the membership interest in a certain single
`purpose, single member Texas limited liability company (“Titleholder LLC”) identified as the
`“Titleholder LLC”on the signature page hereto.
`
`Titleholder LLC owns the fee simple absolute estate in a certain parcel ofreal
`B.
`estate (the “Real Property”) improved as a drugstore and certain insurancepolicies and other
`property related thereto. The Real Property is leased to an affiliate of Rite Aid Corporation,
`which, pursuant to the provisions of the applicable lease agreement,
`is responsible for
`substantially all obligations in respect ofthe ownershipthereof.
`
`Grantee is the owner of 100% of the membership interest in Grantor. Pursuant
`C.
`to a resolution of Grantee dated as of the date hereof Grantee resolved to transfer to Grantor,
`as a contribution to the capital of Grantor, the Remainder Estate subject to an option (the
`“Option”) in favor of Grantee to reacquire the Remainder Estate on the terms and subject to
`the conditions set forth herein.
`
`AGREEMENT:
`
`NOW, THEREFORE,in consideration of the mutual promises and covenants
`herein contained, the parties hereto agree as follows:
`
`(a) In consideration of an option
`Grant of Option: Purchase Price.
`1.
`premium in the amount of $100 and other valuable consideration, the receipt and sufficiency
`of which are hereby acknowledged, Grantor does hereby grant to Grantee the Option pursuant
`to the terms, covenants and conditions set forth in this agreement and form of purchase
`agreement annexed hereto as Exhibit A (the “Purchase Agreement”).
`
`The purchase price (the "Purchase Price") for the Remainder Estate
`(b)
`shall be equal to 103% ofthe fair market value of the RemainderEstate at the time of exercise
`of the Option (determined by a reputable appraiser selected by Grantee) based on the
`discounted cash flows and terminal value projected to be generated by the Real Property from
`and after the date that the Remainder Estate vests in possession. The Purchase Price shall be
`payable by Grantee by delivering cash, certified or other good fundsin the form contemplated
`in Section 4 of this agreement in an amount equa! to the Purchase Price.
`
`

`

`Time for Exercise. The Option shall be exercisable at any time during
`2.
`the period commencing on January 1, 2010 and expiring on the date (the "Expiration Date”)
`that is one year prior to the date that the Remainder Estate vests in possession.
`
`Exercise of Option. The Option may be exercised by Grantee by
`3.
`delivery of a written notice, signed by Grantee, sent to Grantor after the time that the Option
`first becomes exercisable (as set forth above) and prior to the Expiration Date. Such notice
`shall set forth a date, not less than sixty (60) or greater than ninety (90) days following the
`date of such notice, on whichthe closing ofthetitle pursuant to the Purchase Agreementshall
`occur (the “Closing”). Such notice shall be accompanied by: (i) the downpayment(the
`“Downpayment”) required under Section 2 of the Purchase Agreement in an amount equal to
`ten percent (10%) of Purchase Price, by cash or certified check of the Purchaser or official
`bank check drawn on or by any bank, savings bank, trust company or savings and loan
`association having a banking office in the State of New York made payable to the order of an
`attorney, who shall be a memberofthe Bar of the State of Delaware or New York, designated
`in writing by Grantor (“Escrowee”) or other good funds and (ii) two counterparts of the
`Purchase Agreement appropriately completed in accordance with the provisions of this
`agreement and fully executed on behalf of Grantee.
`
`Closing. The closing shall occur not later than the date specified in the
`4.
`notice delivered pursuant to the second sentence of Section 3 above. The Closing shall occur
`at the offices of Escrowee or such otherlocation asshall reasonably be designated by Grantor.
`
`In the
`Execution, Delivery and Performance of Purchase Agreement.
`5,
`event Grantee shall deliver the Purchase Agreement and Downpayment
`to Grantor in
`accordance with provisions of this agreement, (i) Grantor shall
`(x) cause one of the
`counterparts of the Purchase Agreement delivered to it pursuant to the provisions of Section 3
`of this agreement to be executed on behalf of Grantor and (y) deliver a fully executed original
`thereof to Grantee within ten (10) days ofits receipt thereof from Grantee and (ii) Grantor and
`Grantee will, as seller and purchaser respectively, under the Purchase Agreement, perform
`their respective obligations thereunder.
`
`Representations and Warranties. Each party hereto represents and
`6.
`warrants to the other party hereto that: (i) it has duly and validly executed and delivered this
`agreement and the execution, delivery and performance of this agreement has been duly
`authorized by all necessary action, corporate or otherwise, (ii) the execution, delivery and
`performance of this agreement by such party (x) does not violate any provision of law or
`governmental regulation or any agreementor instrument by which such party is bound, or any
`judgment, decree or order applicable to such party and (y) requires no governmental or other
`consent that has not been obtained and is not in full force and effect, (iii) this agreement is a
`valid and binding obligation of such party enforceable against such party in accordance with
`the terms hereof, except as such enforceability may be limited by (x) applicable bankruptcy,
`insolvency, reorganization, moratorium or other law relating to or affecting creditors’ rights
`generally,
`(y) general principles of equity (regardless of whether such enforceability is
`considered in a proceeding in equity or at law) and (z) considerations of public policy by a
`court of competent jurisdiction and (iv) it has not entered into any agreement with, nor
`otherwise has had any dealings with any broker or agent in connection with this agreement
`
`

`

`andit shall indemnify, defend and hold the other party harmless from and against any claims,
`damages,
`losses, costs (including, without limitation, attorneys' fees and disbursements),
`expensesor liability for commissions or other compensation claimed by any broker or agent
`arising out of such party's conduct in connection with this agreement and the transactions
`contemplated hereby.
`
`Entire Agreement; Amendment. This agreement constitutes the entire
`7.
`agreement of the parties with respect to the matters herein stated and may not be altered,
`amended, modified or changedorally, except by an agreementin writing, signed by the party
`against whom enforcement of any alteration, amendment, modification or change is being
`sought.
`
`Notices. All notices, requests and other communications underthis
`8.
`agreement shall be in writing and delivered personally or shall be sent by registered or
`certified mail, return receipt requested,
`to the parties at the addresses specified on the
`signature page hereto or at such other addressas either party shall have specified by notice in
`writing to the other in accordance with the provisions of this Section 8. All such notices,
`requests and other communications shall be deemed to have been duly given when delivered,
`in each case given and addressedasset forth in the immediately preceding sentence.
`
`Governing Law. This agreementshall be governed by, and construed
`9.
`in accordance with the laws of the State of New York, without regard to any conflicts of laws
`principles that mightresult in the application of the laws of any otherjurisdiction.
`
`

`

`IN WITNESS WHEREOF,the parties hereto have caused this agreement to be duly
`executed as of the day and yearfirst above written.
`
`GRANTOR:
`
`RAO3 PITTSFIELD REMAINDERCO,LLC
`
`By: DWT EXCHANGE,LLC,
`
`
`
`Name’ Richard J. Sabella
`Title: Managing Member
`
`GRANTEE:
`
`DWT EXCHANGE, LLC
`
`By:
`
`
`
`Name¥Richefd
`J. Sabella
`Title: Managing Member
`
`Titleholder LLC:
`
`WEC 98D-5 LLC
`
`Grantor Address for Notices:
`
`Grantee Address for Notices:
`
`c/o Vandenberg & Feliu, LLP
`110 East 42" Street
`
`New York, NY_ 10017
`Attn: Sharon Jacoby, Esq.
`
`c/o Vandenberg & Feliu, LLP
`110 East 42"Street
`
`New York, NY_10017
`Attn: Sharon Jacoby, Esq.
`
`Date of Agreement:
`
`December 15, 2003
`
`

`

`Exhibit A to Remainder Estate
`Purchase Option Agreement
`
`REMAINDER ESTATE PURCHASE AGREEMENT
`
`REMAINDER ESTATE PURCHASE AGREEMENT,dated as of the date set forth
`on Schedule I annexed hereto, by and between the person or entity (“Seller”) executing this
`agreement as the “seller” and the person or entity (“Buyer”) executing this agreement as
`“buyer”.
`
`RECITALS:
`
`Seller is the owner of a remainder estate (the “Estate”) in a certain member
`A.
`interest in the single purpose, single member Delawarelimitedliability company described in
`Schedule I annexed hereto (“Titleholder LLC”).
`
`Titleholder LLC owns the fee simple absolute estate in a certain parcel of real
`B.
`estate described in Schedule I annexed hereto (the “Real Property”) improved as a drugstore
`and certain insurance policies and other property related thereto.
`
`Seller and Buyer are parties to a certain remainder estate purchase option
`C.
`agreement (the “Option Agreement”) pursuant to which Buyer has been granted the option to
`purchase the Estate (the “Option”) on the terms set forth therein and herein.
`
`Buyer has exercised the Option and desires to purchase, on the terms and
`D.
`subject to the conditions herein set forth, the Estate.
`
`AGREEMENT:
`
`NOW, THEREFORE,in consideration of the mutual promises and covenants herein
`set forth and other valuable consideration, the receipt and sufficiency of which are hereby
`acknowledged, the parties agree as follows:
`
`On the Closing Date (as hereinafter defined), Seller
`Purchase and Sale.
`1,
`agreesto sell, assign, transfer and convey the Estate to Buyer, and Buyer agrees to acquire the
`Estate from Seller, on the terms and conditions set forth herein.
`
`Purchase Price. The purchase price (the “Purchase Price”) for the Estate shall
`2.
`be the amount specified as such on Schedule I annexed hereto, which amount has been
`determined pursuant to the provisions of the Option Agreement.
`
`Closing. The date (the “Closing Date”) for the performance of this agreement
`3.
`(the “Closing”) shall be the date set forth in the notice of Buyer given pursuant to the
`
`

`

`provisions of Section 3 of the Option Agreement. The Closing shall be held at the offices of
`Esctowee (as defined in the Option Agreement) at 10:00 a.m. on the Closing Date.
`
`Assignment. At the Closing, Seller shal] assign, transfer and convey the Estate
`4.
`to Buyer by execution and delivery of an assignment
`instrument
`in form reasonably
`acceptable to Buyer (the “Assignment”). The Estate shall be conveyed free and clear of any
`liens, encumbrances, or claims of any third parties, and Buyer may, at its cost and expense,
`obtain such Uniform Commercial Code searches as it deems necessary or convenient to
`confirm the same.
`
`Seller's Closing Deliveries. At the Closing, Seller shall deliver to Buyer the
`5,
`following agreements and instruments:
`
`a.
`
`An original executed counterpart of the Assignment, executed by
`
`Seller;
`
`Original counterparts, or copies certified to be true and correct, ofall
`b.
`material documents, instruments, leases, agreements or other papers relating to the
`Estate or the Real Property that are in Seller's possession or control;
`
`c.
`
`A Non-Foreign Affidavit under the Internal Revenue Code;
`
`Evidence reasonably acceptable to Buyer’s counsel as to the due
`d.
`authorization of Seller to execute and deliver all documents at the Closing required
`hereunder; and
`
`Such otheraffidavits, documentsandcertificates as may be customarily
`e.
`and reasonably required by Buyer’s counsel in order to effectuate the transaction
`contemplated hereby.
`
`Buyer's Closing Deliveries. At the Closing, Buyer shall deliver to Seller the
`6.
`following agreements and instruments:
`
`An original executed counterpart of an instrument (the “Assumption
`a.
`and Acknowledgment”), in form reasonably acceptable to Seller, pursuant to which
`Buyer acknowledges that it is accepting delivery of the Assignment and assuming any
`and all liabilities and obligations deriving from the Estate or relating thereto which
`originate after the Closing Date;
`
`Evidence reasonably acceptable to Seller’s counsel as to the due
`b.
`authorization of Buyer to execute and deliver all documents at the Closing required
`hereunder; and
`
`

`

`Such otheraffidavits, documents andcertificates as may be customarily
`c.
`and reasonably required by Seller’s counsel in order to effectuate the transaction
`contemplated hereby.
`
`Payment of Purchase Price. At the Closing, Buyer shall pay the Purchase Price
`7.
`in immediately available funds.
`
`Condition of Real Property. Buyer acknowledges that an indirect interest in
`8.
`the Real Property is being acquired by Buyer, by acquisition of the Estate, strictly on an “as
`is” basis, without representation, warranty or covenant, expressed or implied, of any kind
`whatsoever, except as provided herein, and without recourse to Seller, and that Buyer shall be
`obligated to purchase the Estate notwithstanding any change in the condition of the Real
`Property occurring prior to the date of the Closing, whether resulting from casualty, taking or
`otherwise.
`
`Brokerage. Seller represents that it has dealt with no broker in connection with
`9,
`this agreement. Buyer represents that it has dealt with no broker in connection with this
`agreement. Seller and Buyer each agree to indemnify and hold the other harmless from and
`against anyliability, loss, cost, damage, or expense, including court costs and attorneys’ fees,
`resulting from a breach of the above representation and warranty. The provisions of this
`Section shall survive Closing.
`
`Representations and Warranties of Seller. Seller represents and warrants to
`10.
`Buyeras follows:
`
`Seller has all requisite power and authority to enter into this agreement and
`a.
`perform its obligations hereunder;
`
`b. Seller has not assigned, pledged or transferred the Estate, and no person or
`other entity has any right or option to acquire the Estate;
`
`c. Seller is not a "foreign person" as defined in Section 1445((3) of the
`Internal Revenue Code;
`
`d. This agreement has been duly authorized by all requisite action, has been
`duly executed and delivered by Seller andis the legal, valid and binding obligation of
`Seller enforceable in accordance with its terms, except
`to the extent
`that
`the
`enforceability hereof may be limited by bankruptcy, insolvency, or other similar laws
`affecting creditor’s rights generally and subject to the exercise ofjudicial discretion in
`accordance with general principles of equity. No consent of any partner, creditor,
`investor, judicial or administrative body or of any authority or other party is required
`in connection with Seller’s execution and delivery of this agreement or
`its
`performanceofits obligations hereunder; and
`e.
`Noattachments, execution proceedings, assignments for the benefit of
`creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or
`
`

`

`threatened against Seller or, to the best of Seller's knowledge, any constituent partner
`or member of Seller, nor are any of such proceedings contemplated by Seller, or, to
`the best of Seller’s knowledge, any constituent partner or memberofSeller.
`
`The representations and warranties of Seller set forth in this agreement, shall survive Closing
`for a period of one hundred eighty (180) days (the "Survival Period"). No claim for a breach
`of any representation or warranty of Seller shall be actionable or payable if the breach in
`question results from or is based on a condition, facts or other matter which was known to
`Buyer prior to Closing.
`Seller shall have no liability to Buyer for a breach of any
`representation or warranty unless written notice containing a description of the specific nature
`of such breach shall have been received by Seller from Buyer prior to the expiration of the
`Survival Period and an action shall have been commenced by Buyer against Seller within
`sixty (60) days after expiration of the Survival Period.
`
`Buyer agrees to inform Seller promptly in writing if it discovers that any representation or
`warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed
`to deliver to Buyer any document or material which it is obligated to deliver hereunder.
`
`Representations and Warranties of Buyer. Buyer represents and warrants to
`ll.
`Seller as follows:
`
`Buyerhasall requisite power and authority to enter into this agreement and
`a.
`to perform its obligations hereunder. The execution and delivery of this agreement by
`Buyer has been duly authorized; and
`
`b. Buyer has available to it unrestricted funds which it may use in its sole
`discretion to pay the full Purchase Price and otherwise comply with the provisions of
`this agreement. Buyer acknowledges and agrees that its obligations hereunder are not
`contingent upon Buyer obtaining financing for the purchase of the Estate.
`
`The representations and warranties of Buyer set forth in this agreement shall survive Closing
`for the Survival Period of one hundred eighty (180) days. No claim for a breach of any
`representation or warranty of Buyer shall be actionable or payable if the breach in question
`results from or is based on a condition, facts or other matter which was known to Seller prior
`to Closing. Buyer shall have no liability to Seller for a breach of any representation or
`warranty unless written notice containing a description of the specific nature of such breach
`shall have been given by Seller to Buyer prior to the expiration of the Survival Period and an
`action shall have been commenced by Seller against Buyer within sixty (60) days after the
`expiration of the Survival Period.
`
`Limitation on Liability, Buyer's recourse against Seller under this agreement
`12.
`or under any other agreement, document, certificate or instrument delivered by Seller to
`Buyer (including, without limitation, any agreement, document, certificate or instrument
`delivered by Seller to Buyer on the Closing Date), or under any law applicable to the Real
`
`

`

`Property or the transaction herein contemplated, shall be limited to Seller's interest in the
`Estate, (or upon consummation of the transaction contemplated hereunder, to the net proceeds
`of the sale thereof actually received by Seller). The foregoing provisions of this Section shall
`not limit in any manner or to any extent Seller’s liability to Buyer in respect of acts that
`constitute deliberate violations of the provisions hereof or other willful misconduct.
`
`13. Notices. All notices required or permitted hereunder shall be in writing and
`shall be given: (a) by registered or certified mail, postage prepaid, (b) by a nationally
`recognized overnight delivery service which provides receipted delivery, or (c) by facsimile
`transmission with confirmation of receipt, addressed, if to Seller, at Seller’s address stated on
`Schedule I annexed hereto or such other address as Seller shall have last designated by written
`notice, given as aforesaid, to Buyer, and, if to Buyer, at Buyer’s address stated on Schedule I
`annexed hereto or such other address as Buyer shall have last designated by written notice,
`given as aforesaid, to Seller Notices shall be deemed given on the date when deposited in the
`United States mail or with such overnight delivery service or when sent by facsimile
`transmission upon receipt of confirmation, as aforesaid.
`
`Successors. The provisions of this agreement shal! inure to the benefit of and
`14.
`be binding uponthe respective parties hereto and their successors and assigns.
`
`GOVERNING LAW. THIS AGREEMENT SHALL IN ALL RESPECTS BE
`15.
`GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
`LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO NEW
`YORK’S PRINCIPLES OF CONFLICTS OF LAW).
`
`

`

`Headings. The Section headings used in this agreement are for convenience of
`16.
`reference only and shall not affect the construction ofthis agreement.
`
`supplement or
`No amendment, modification,
`Modification _in Writing,
`17.
`termination of or to any provision of this agreementshall be effective unless in writing and
`signed by the entity sought to be bound thereby. Any amendment, modification, supplement,
`termination, waiver or consentof or to any provision of this agreement shall be effective only
`in the specific instance and for the specific purpose for which madeor given. Any delay or
`failure by either party hereto to exercise any right, power or remedy shall not constitute a
`waiver thereof.
`
`Execution in Counterparts. This agreement and any amendments, waivers,
`18.
`consents or supplements hereto may be executed in any numberof counterparts, each of which
`when so executed and delivered shall be deemed to be an original, but all such counterparts
`shall constitute one and the same agreement.
`
`Severability of Provisions. Any provision of this agreement that is prohibited or
`19.
`unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
`such prohibition or unenforceability without invalidating the remaining provisions hereof or
`affecting the validity or enforceability of such provision in any other jurisdiction.
`
`

`

`IN WITNESS WHEREOF,theparties have caused this agreement to be executed as
`ofthe day and year first above written.
`
`SELLER:
`
`By:
`Name:
`Title:
`
`BUYER:
`
`By:
`Name:
`Title:
`
`

`

`SCHEDULEI TO REMAINDER ESTATE
`PURCHASE AGREEMENT
`
`Date of Agreement:
`
`Notice Address of Seller:
`
`Notice Address of Buyer:
`
`Name and Address of Titleholder LLC:
`
`Description and Address of Real Property:
`
`Purchase Price:
`
`

`

`NOTICE OF EXERCISE OF
`REMAINDER ESTATE PURCHASE OPTION
`
`To: RAO3 Pittsfield Remainderco, LLC
`c/o United Way of Miami-Dade
`3250 Southwest Third Avenue
`Miami, FL 33129-2712
`
`NOTICE IS HEREBY GIVEN, pursuant to Section 3 ofthat certain Remainder Estate
`Purchase Option Agreement(the "Option Agreement"), dated as of December 15, 2003, by and
`between RAOQ3 Pittsfield Remainderco, LLC ("Grantor") and DWT Exchange, LLC that the
`undersigned successor to DWT Exchange, LLC elects to exercise the Option (as defined in the
`Option Agreement). Other capitalized terms used in this Notice without definition have the
`meanings ascribed thereto in the Option Agreement.
`Grantee hereby selects November 21, 2019 as the Closing Date.
`
`Enclosed with this Notice are:(i) two counterparts ofthe Purchase Agreement completed and
`executed in the manner contemplated in the Option Agreement; and(ii) a certified or bank check
`in the amountof $15,450 representing the Downpayment.
`
`Pursuant to the provisions of Section 5 of the Option Agreement, Grantoris obligated to
`execute one of the enclosed counterparts of the Purchase Agreement and deliver such fully
`executed original thereof to Grantee within ten (10) days ofits receipt thereof. Please forward the
`executed Purchase Agreement to the Grantee at the address listed below.
`
`ALLERAND FS INVESTCO LLC
`675 West Indiantown Road, Suite 103
`Jupiter, FL 33458
`
`IN WITNESS WHEREO,this Notice is executed this 27" day of August, 2019.
`
`
`
`

`

`RESEARCH
`VALUATION
`COUNSELING
`LITIGATION SUPPORT
`GLOBALREAL ESTATE
`
`2? August 2019
`
`Allerand FS Investco, LLC
`c/o Allerand Capital, LLC
`675 West Indiantown Road,Suite 103
`Jupiter, Florida 33458
`Attn.: Peter Paganelli
`
`RE: Market Value of Remainder Interest
`Rite Aid Retail Store
`41 Carroll Street
`Pittsfield, New Hampshire 03263
`
`Dear Mr. Paganelli:
`
`In accordance with your request, we have prepared a complete appraisal of the market value of the
`remainderinterest in the following property (“the subject property”) as of August 1, 2019. The subject
`property is subject to a long term net lease to Rite Aid for use as a retail store.
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`Address
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`41 Carroll Street
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`Based upon the background, experience, education, and membership in various professional associations,
`as detailed in the summary ofprofessional qualifications provided at the end of this report, Howard C.
`Gelbtuch, MAL, CRE, FRICSis qualified to appraise the type of property being valued.
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`Howard C. Gelbtuch is licensed to appraise the subject property pursuant to State of New Hampshire
`Office of Professional Licensure and Certification, Division of Technical Professions License Number
`NHTP-914.
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`Asofour valuation date, the subject property was fully occupied by a Rite Aid pharmacystore.
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`135 BEDFORD ROAD, ARMONK, NEW YORK 10504 914.219.8800 INFO@GREENWICHREALTYADVISORS,US.COM
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`Mr. Peter Paganelli
`Allerand FS Investco
`27 August 2019
`Page -2 -
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`RE: Remainder Interest, 41 Carroll Street, Pittsfield, NH
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`identification of the Property
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`The subject one-story retail store building at 41 Carroll Street in Pittsfield, New Hampshire was
`constructed in approximately 1997 on a 1.356-acre site on the south side of Carroll Street (State
`Route 107) east of Depot Street, in the town of Pittsfield, Merrimack County, New Hampshire that
`has been improved with a retail store having approximately 11,062 square feet of gross leasable area.
`Typical discountretail store improvements include Sheetrock interior walls, fluorescent lighting and
`central air conditioning with exterior walls with an aluminum and glass storefront. The subject
`property is identified on the tax rolls of the town of Pittsfield, New Hampshire as account number
`000U01 000008 000000.
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`Ownership of the Subject Property
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`Weunderstand that the remainder interest in the subject property is owned by RAO3 Pittsfield
`Remainderco, LLC, c/o United Way of Miami-Dade, 3250 Southwest Third Avenue, Miami, Florida
`33129-2712.
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`Legal Interest Appralsed
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`A remainderinterest is herein defined as:
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`A future possessoryinterest in real estate that is given to a third party and matures upon
`the determination of a limited or determinable fee.’
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`History of the Subject Property
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`According to our review of public records, there have been no arm’s length sales of a remainder
`interest in the subject property during the past three years. We further understand that a remainder
`interest in the subject property was notoffered for sale on the open marketas of our valuation date.
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`Purpose and Function of the Appraisal
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`The purpose of the appraisal is to estimate the market value of a remainder interest in the subject
`property as of August 1, 2019. This report is to be used by the holder of a written option to purchase
`the subject remainderinterest for the potential purchaseofthe interest.
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`I
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`The Dictionary of Real Estate Appraisal, Sixth Edition, Appraisal Institute, Chicago,Illinois, 2015, Page 195.
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`135 BEDFORD ROAD, ARMONK, NEW YORK 10504 914.219.8800 INFO@GREENWICHREAL TYADVISORS.US.COM
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`Mr. Peter Paganelli
`Allerand FS Investco
`27 August 2019
`Page -3 -
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`RE: RemainderInterest, 41 Carroll Street, Pittsfield, NH
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`Effective Date of Valuation
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`The date to which the value estimates apply is August 1, 2019. This appraisal is based upon market
`conditions observed as of August 27, 2019.
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`Definition of Market Value
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`Market value can be defined as the most probable price which a property should bring in a
`competitive and open market under all conditions requisite to a fair sale, the buyer and seller each
`acting prudently and knowledgeably, and assumingthe price is not affected by undue stimulus.
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`Implicit in this definition is the consummation of a sale as of a specified date and the
`passing of title from seller to buyer under conditions whereby:
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`buyer andseller are typically motivated;
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`both parties are well informed or well advised, and acting in what they considertheir best
`interests;
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`a reasonable time is allowed for exposure in the open market;
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`payment is made in terms of cash in United States dollars or in terms of financial
`arrangements comparable thereto; and
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`the price represents the normal consideration for the property sold unaffected by special
`or creative financing orsales concessions granted by anyone associated with the sale.”
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`Definition of Exposure Time
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`Exposure timeis definedas:
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`The estimated length of time the property interest being appraised would have been
`offered on the market prior to the hypothetical consummationofa sale at fair value on
`the effective date of the appraisal; a retrospective estimate based upon an analysis of
`past events assuming a competitive and open market.
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`Appraisal Standards for Federally Related Transactions