WATER DISTRICT CONTRIBUTION AGREEMENT

WATER DISTRICT CONTRIBUTION AGREEMENT THIS WATER DISTRICT CONTRIBUTION AGREEMENT ( Agreement ) is made and entered into as of, 2016 (the Effective Date ), between BRYNWOOD PARTNERS LLC (f/k/a Canyon Club Partners II LLC), a Delaware limited liability company with an office at 505 Fifth Avenue, New York, New York 10017 ( Brynwood ), and the TOWN OF NORTH CASTLE, a New York municipal corporation with its offices at 15 Bedford Road, Armonk, New York 10504 (the Town ; the Town and Brynwood are sometimes each referred to as a party, and collectively as the parties ), acting for and on behalf of Town of North Castle Water District No. 2 (the Water District ). WITNESSETH: WHEREAS, Brynwood is the owner of the property in the Town commonly known as 568 Bedford Road and designated on the Tax Assessment Map of the Town as Section 101.02, Block 1, Lot 28 (the Property ). The Property is currently improved, and used, as a membership club known as the Brynwood Golf & Country Club (the Club ); and WHEREAS, on or about June 8, 2011, Brynwood submitted to the Town of North Castle Town Board (the Town Board ) a petition (the Zoning Petition ) for certain amendments to the Zoning Code of the Town of North Castle (the Zoning Code ) intended to accommodate the development on an approximately fourteen (14) acre site in the northeast of the Property of a golf course community of residences, as well as improvements to the existing golf course, clubhouse and other facilities and amenities of the Club; and WHEREAS, the Zoning Petition was amended by Brynwood twice, in August, 2012, and then again in September, 2012, to reduce the proposed number of residences from two hundred forty three (243) to eighty eight (88), of which eight (8) units would be fair and affordable housing meeting the requirements of the settlement between Westchester County and the U.S. Department of Housing and Urban Development ( HUD ); and WHEREAS, on November 7, 2012, the Town Board declared its intent to be lead agency under the State Environmental Quality Review Act ( SEQRA ) for review of the amended Zoning Petition and the proposed eighty eight (88) unit community and improvements to the Club, and issued a positive declaration of environmental significance requiring Brynwood to prepare a Draft Environmental Impact Statement ( DEIS ); and WHEREAS, on March 26, 2013, Brynwood submitted a preliminary DEIS to the Town Board for consideration of completeness and adequacy for public review; and WHEREAS, on June 11, 2013, the Town Board determined that the DEIS, as revised by Brynwood in response to Town comments and direction, was complete and adequate for public review; and 1

WHEREAS, on June 27, 2013, the Town Board held a duly noticed public hearing on the DEIS and on the proposed amendments to the Zoning Code, and adjourned the hearing to July 10, 2013. On July 10, 2013, the Town Board closed the public hearing on the DEIS but kept the public hearing on the proposed amendments to the Zoning Code open without fixed adjourned date; and WHEREAS, on October 18, 2013, Brynwood submitted a preliminary Final Environmental Impact Statement ( FEIS ) to the Town Board for consideration of completeness; and WHEREAS, on October 31, 2014, Brynwood submitted a revised preliminary FEIS to the Town Board for consideration of completeness; and WHEREAS, On April 22, 2015, the Town Board determined that the FEIS, as revised by Brynwood in response to Town comments and direction, was complete; and WHEREAS, On May 27, 2015, and June 3, 2015, the Town Board held a public hearing on revised amendments to the Zoning Code (the Revised Zoning Amendments ), which create a new Golf Course Community Floating Overlay District ( GCCFO District ), and permit the Property to be developed with a residential community (the Community, and collectively with the Club, the Project ) having a maximum of seventy-three (73) fee-simple dwelling units (each a Unit, and collectively, the Units ), of which either (x) sixty-six (66) Units would be market-rate for-sale residences, and seven (7) Units would be would be fair and affordable for-sale or rental residences meeting the requirements of the settlement between Westchester County and HUD and applicable provisions of the Town Code of the Town of North Castle (Local Law No. 1 of 2014), or (y) if the seven (7) fair and affordable Units are located offsite, all seventy-three (73) Units would be market-rate for-sale residences; and WHEREAS, on June 10, 2015, the Town Board: (i) adopted a written Statement of Environmental Findings under SEQRA (the Findings Statement ), in conjunction with the development of the Community, improvements to the Club, the Revised Zoning Amendments, and proposed amendments to the Town Comprehensive Plan Update to accommodate the development of the Community (the Comprehensive Plan Amendments ); (ii) adopted the Revised Zoning Amendments; and (iii) adopted the Comprehensive Plan Amendments; and WHEREAS, on June 24, 2015, the Town Board amended the Zoning Map of the Town to map the GCCFO District on the Property; and WHEREAS, as required by the Findings Statement, Brynwood submitted a petition to the Town Board dated September 2, 2015 (the Water District Petition ), for extension of the Water District pursuant to Section 190 of New York Town Law, to encompass the Property; and WHEREAS, in accordance with the Water District Petition, Brynwood has agreed that if the Water District is extended to encompass the Property, Brynwood shall, at its cost and expense develop at the Water District s existing well field on Long Pond Road (the Well Field ) a new 2

supply well or wells to serve the entire Water District including the Property, and construct and/or install the other District Extension Improvements (as hereinafter defined); and WHEREAS, on April 13, 2016, the Town Board granted the Water District Petition, and adopted Resolution of 2016, extending the Water District to encompass the Property; NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration received, Brynwood and the Town agree as follows: 1. Brynwood shall at its cost and expense and no expense to the Town or Water District, and in compliance with all applicable federal, State and local laws, codes, regulations, and rules ( Applicable Laws ): (i) develop a new supply well or wells (the New Well(s) ) at the Well Field having an minimum total individual or aggregate yield of 100 gallons per minute 1, to serve the entire Water District including the Property; and (ii) perform, construct and/or install all other District Extension Improvements. For all purposes of this Agreement, District Extension Improvements means the third-party governmental permits and approvals, sampling and testing, and improvements identified in Exhibit A attached hereto, including but not limited to: (i) the New Well(s); (ii) improvements to the existing pump house building at the well field to accommodate the controls and entry piping for the New Well(s); (iii) enlargement of the existing underground chlorine contact tank, or construction of a new chlorine contact tank; (iv) replacement and enlargement of the existing water main crossing beneath New York State Route 22 to continue to serve the Property and Coman Hill School; (v) replacement and enlargement of the existing water main located along the west side of New York State Route 22 to serve the Project; and (vi) construction and/or installation of such water quality treatment or other improvements as needed to meet all applicable State and federal water quality requirements for the New Wells(s). The District Extension Improvements are shown on the plan titled Water District No. 2 Extension Plan Brynwood Golf & Country Club, prepared by of JMC Planning Engineering Landscape Architecture & Surveying, PLLC, and dated August 31, 2015. Brynwood acknowledges that as of the Effective Date, the plans and specifications for the Water District Improvements have not yet been finally determined or approved by the Town, and agrees that the same shall be modified to conform to the approved site plan(s) for the Project, and comply with the requirements of the Town of North Castle Town Engineer, Westchester County Department of Health, and/or New York State Department of Environmental Conservation. 2. Brynwood agrees that from and after the Effective Date, water supplied to the Property by the Water District shall be used solely to serve (i) the domestic (potable) water demand of the Project, and (ii) Project building fire suppression (sprinkler) systems, and on-site fire hydrants, and no other uses or purposes, and that irrigation water for the Project (including the 18-hole golf course on the Property operated by the Club) shall primarily be supplied by the surface water 1 The Water District Petition indicates that to serve the Project, the New Wells would need to be capable of supplying a minimum of 64 gallons per minute. The 100 gallons per minute yield required by this Agreement is approximately four (4) times the anticipated average daily demand of the Project for water for all purposes except irrigation. 3

source(s) on the Property that currently supply irrigation water, and secondarily by one or more existing on-site wells. 3. The Water District shall own the District Extension Improvements and the new loop water main that will serve the Units of the Community and be constructed by Brynwood, at its expense. 4. From and after completion of the District Extension Improvements (as determined by the Town in its sole but reasonable discretion, and in accordance with all Applicable Laws), the expenses of operation, maintenance, repair, replacement, and/or restoration of the District Extension Improvements shall be assessed, levied and collected from owners of the property within the Water District in accordance with applicable provisions of Sections 202 and 202-a of New York Town Law, including the owners of the subdivided single-family residential lots of the Community, each of which shall constitute one (1) unit, the same as all other single-family residential lots in the Water District. Notwithstanding the foregoing, Brynwood agrees that: (i) until Brynwood completes the reconstruction of the Club facilities and the clubhouse operated on the Property by the Club (collectively, the Club Facilities ), the Water District shall with respect to the Club Facilities assess and levy against, and collect from, the Property (or, if the Property has been subdivided, the subdivided Club Lot(s) on which the Club Facilities are located), the amount that is equal to the then current Water District unit charge times fourteen (14) units; (ii) upon completion of the Club Facilities (as evidenced by the issuance by the Town to Brynwood of the last certificate of occupancy or completion to be issued for the reconstructed clubhouse), and for the following full fiscal year of the Water District, the Water District shall with respect to the Club Facilities assess and levy against, and collect from, the Property (or Club Lot(s)), the amount that is equal to the then current Water District unit charge times twentytwo (22) units; and (iii) for all fiscal years thereafter, the Water District shall with respect to the Club Facilities assess and levy against, and collect from, the Property (or Club Lot(s)), the amount calculated in accordance with the methodology shown in Exhibit B attached hereto. 5. Brynwood agrees for itself and its successors and assigns, including Transferees (as hereinafter defined), that it negotiated this Agreement for its benefit and the benefit of its successors and assigns, and that it freely and willingly agrees to its provisions for its benefit and the benefit of its successors and assigns. It is therefore expressly agreed that Brynwood, for itself, and its successors and assigns, including Transferees, forever waives any and all causes of action whatsoever in any jurisdiction at law or in equity challenging the legality and enforceability of this Agreement. 6. This Agreement may be assigned by Brynwood without the consent or approval of the Town to any transferee (a Transferee ) of Brynwood s right, title and interest in and to the Property (a Transfer ). Notwithstanding anything in this Agreement to the contrary, the parties agree that: (i) if there is a Transfer, then the transferee shall be deemed automatically, and without the need for any further document or instrument, to succeed to the rights of, and be bound by the obligations imposed upon, Brynwood under this Agreement, with the same force and effect as if the transferee, and not Brynwood, had been an original party to this Agreement; and (ii) from and after the effective date of any Transfer except to an Affiliate, Brynwood shall 4

be released from any and all, and shall have no further or additional, obligations and/or liability under this Agreement. Brynwood shall give written notice to the Town of any Transfer at least ten (10) days prior to the date such Transfer becomes effective. For purposes of this Section 6: (i) Affiliate means any corporation, limited liability company, association, trust, or partnership or other entity (a) that Controls (as herein defined) Brynwood, (b) that is under the Control of Brynwood through stock ownership or otherwise, including specifically any subsidiary or division of Brynwood, or (c) that is under common Control with Brynwood; and (ii) Control or Controls means the power to directly or indirectly influence the direction, management, or policies of Brynwood. 7. Brynwood agrees that the contractor(s) performing District Extension Improvements or any other work at the Well Field shall be subject to the prior approval of the Town, which shall not be unreasonably withheld, delayed or conditioned. 8. All covenants, stipulations, promises, agreements and obligations of the Town contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Town and not of any officer, agent, servant, or employee of the Town in his or her individual capacity, and no recourse under or upon any obligation, covenant or agreement contained in this Agreement, or otherwise based or in respect of this Agreement, or for any claim based thereon or otherwise in respect thereof, shall be had against any past, present or future officer, agent, servant, or employee, as such, of the Town. It is expressly understood that this Agreement is a corporate obligation, and that no personal liability whatever shall attach to, or is or shall be incurred by, any such officer, agent, servant, or employee of the Town or any person so executing this Agreement, under or by reason of the obligations, covenants or agreements contained in this Agreement or implied therefrom. Any and all such personal liability of, and any and all such rights and claims against, every such officer, agent, servant, or employee under or by reason of the obligations, covenants or agreements contained in this Agreement or implied therefrom are, to the extent permitted by law, expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement. 9. All covenants, stipulations, promises, agreements and obligations of Brynwood contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of Brynwood and not of any partner, member, director, officer, agent, servant, or employee of Brynwood in his or its individual capacity, and no recourse under or upon any obligation, covenant or agreement contained in this Agreement, or otherwise based or in respect of thereof, shall be had against any past, present or future partner, member, director, officer, agent, servant, or employee of Brynwood, or of any partner or member of Brynwood, or any successor thereto, or any person executing this Agreement on behalf of Brynwood. It is expressly understood that this Agreement is an obligation of Brynwood and not of any Unit owner or any other person or entity, and that no personal liability whatever shall attach to, or is or shall be incurred by, any partner, member, director, officer, agent, servant, or employee of Brynwood, or any partner or member of Brynwood, or any successor thereto, or any person so executing this Agreement, under or by reason of the obligations, covenants or agreements contained in this Agreement or implied therefrom. Any and all personal liability of, and any and all such rights and claims against, every such partner, officer, agent, servant or employee under or by reason of 5

the obligations, covenants or agreements contained in this Agreement or implied therefrom are, to the extent permitted by law, expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement. 10. The Town represents and warrants to Brynwood that as of the date of this Agreement: and (a) The Town is a duly organized, validly existing New York municipal corporation; (b) The Town has the requisite power and authority to execute, deliver and perform this Agreement and consummate the transactions herein described; the Town has taken all necessary actions to authorize this Agreement, and no further action is necessary to make this Agreement and the terms and provisions hereof bindings and enforceable against the Town; and the person who has executed this Agreement on behalf of the Town has the authority to do so. 11. Brynwood represents and warrants to the Town that as of the date of this Agreement: (a) Brynwood is a limited liability company corporation duly organized and in good standing under the laws of the State of Delaware, and is duly authorized to do business in the State of New York; and (b) Brynwood has the requisite power and authority to execute, deliver and perform this Agreement and consummate the transactions herein described; Brynwood has taken all necessary actions to authorize this Agreement, and no further action is necessary to make this Agreement and the terms and provisions hereof bindings and enforceable against Brynwood; and the person who has executed this Agreement on behalf of Brynwood has the authority to do so. 12. All notices, demands and requests that may be given or that are required to be given by either party to the other party under this Agreement must be in writing. Notices given by a party s attorney on behalf of such party shall be deemed given by such party. All notices, demands, requests or other communications required or permitted to be given hereunder must be sent by (i) personal delivery, (ii) Federal Express or a similar nationally recognized overnight courier service, or (iii) via email transmission. Notices delivered by personal delivery shall be deemed to have been given upon tender to a natural person at the address shown. Notices delivered by email transmission shall be deemed to have been given on the day transmitted in accordance herewith, provided that a duplicate copy of such notice is sent via one of the other means of transmittal permitted hereby. Notices delivered by overnight courier shall be deemed to have been given the next day after delivery to such overnight commercial courier. All copies of notices sent to the parties listed in this Section 12 as receiving copies shall be given in the same manner as the original notice that was sent but shall not be a prerequisite to the effectiveness of any notice. Notwithstanding the foregoing, whenever under this Agreement a notice is either received on a day that is not a business day or is required to be delivered on or before a specific day that is not a business day, the day of receipt or required delivery shall automatically be extended to the next business day. 6

The addresses and emails for proper notice under this Agreement are as follows: IF TO BRYNWOOD: Brynwood Partners, LLC 505 Fifth Avenue New York, New York 10017 Attention: Edward Baquero and Spencer Romoff Phone: 212-775-1111 Email: ebaquero@corigin.com; sromoff@corigin.com AND TO: DelBello Donnellan Weingarten Wise & Wiederkehr, LLP 1 North Lexington Avenue, 11 th Floor White Plains, New York 10601 Attention: Peter J. Wise Phone: 914-681-0200 Email: pjw@ddw-law.com IF TO THE TOWN: Town of North Castle 15 Bedford Road Armonk, New York 10504 Attention: Supervisor Phone: 914 273-3001 Email: supervisor@northcastleny.com WITH A COPY TO: Town of North Castle 15 Bedford Road Armonk, New York 10504 Attention: Town Attorney Phone: 914 273-3321 Email: rbaroni@prodigy.net Either party may from time to time by written notice to the other party designate a different address for notices within the United States of America. 13. This Agreement shall bind and inure to the benefit of the parties and their respective successors and/or assigns. 7

14. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement or any approval or consent by the Town in connection with this Agreement shall prevent or restrict the exercise and/or or performance by the Town of any regulatory, policing or permitting functions or obligations, except as otherwise provided herein. 15. It is understood and agreed that no agreement of partnership is intended hereby and nothing herein shall be deemed or construed to make the Town the partner of Brynwood or any party the agent of any other so as to authorize or empower any party to bind any other to financial or other obligations to third parties, or constitute or give rise to any joint venture. 16. The parties do not intend to confer any rights and/or benefit under this Agreement on any person and/or entity other than the parties hereto. Nothing in this Agreement is intended to, nor shall it, create any rights in favor of, or benefit, the general public or any persons and/or entities other than the Town and Brynwood, and their respective successors and/or assigns, and no persons and/or entities other the Town and Brynwood, and their successors and/or assigns, shall have a right to enforce this Agreement. 17. This Agreement shall be governed by and interpreted in accordance with the laws and regulations of the State of New York. All claims, actions, proceedings and lawsuits brought in connection with, arising out of, related to, or seeking enforcement of this Agreement shall be brought in the Supreme Court of the State of New York, Westchester County. 18. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained. No extension of time for performance of any obligations or acts shall be deemed an extension of time for performance of any other obligations or acts. 19. The parties to this Agreement specifically reserve any and all rights and remedies they may have if the other party materially defaults in any of its obligations under this Agreement, including but not limited to injunctive relief and other equitable remedies. 20. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and writings with respect thereto. This Agreement may not be modified, changed, supplemented, or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged. If any provision, sentence, term, clause or word of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, such determination shall not invalidate or render unenforceable any other provision, sentence, term, clause or word herein, and this Agreement shall be enforced, to the maximum extent possible by law, with reference to the original intention of the parties hereto, from a reading of the entire Agreement, including any such provision, sentence, term, clause or word held to be invalid. 21. Each party agrees to within ten (10) days following written notice by the other party, execute, acknowledge and deliver to the requesting party a statement in writing certifying that this Agreement, as may be amended, is still in full force and effect and stating whether or not to 8

the actual knowledge of the signer of such certificate, without any duty of inquiry or due diligence but based upon actual notice only, the other party is in default in performance of any covenant, agreement, or condition contained in this Agreement, and, if so, specifying each such default of which the signer may have actual knowledge, it being intended that any such statement delivered pursuant to this section may be relied upon by any prospective mortgagee or assignee of any mortgage in respect of the requesting party s interest in all or any part of the Property and/or Project. 22. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. However, this Agreement shall not be effective unless and until all counterpart signatures have been obtained. Counterparts executed and transmitted via facsimile or pdf/e-mail transmission shall be deemed fully effective upon receipt as if the originals of such documents had been transmitted and delivered. 23. TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, AND THE RELATIONSHIP OF THE TOWN AND BRYNWOOD HEREUNDER. [Nothing further on this page.] 9

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. BRYNWOOD PARTNERS, LLC By: Name: Title: TOWN OF NORTH CASTLE By: Name: Michael J. Schiliro Title: Supervisor 10

EXHIBIT A 1. Wetland flagging, site survey, WCDOH well site approval, possible NYSDEC freshwater wetland permit 2. Well site preparation work (clear access route to well, stabilize area around well to support drill rig, and dig collection pit for drill cuttings) 3. Drilling and testing of well 4. All required sampling for all parameters 5. Ground Water Rule Sampling and potential treatment 6. Pump equipment in well designed to work with the existing system 7. Electric power to well site 8. Motor starter for well pump 9. Flow meter for well 10. Well head protection (pitless unit and fencing) 11. Electrical load of new pump should have the ability to be supplied by existing emergency generator if not, an alternate method will need to be provided 12. Water transmission main from well to contact tank 13. chlorine contact tank will need to be increased 14. Chlorine equipment for well 15. all controls will need to be modified in order to integrate well into the system 16. DEC water taking permit will have to be modified (apply for an increase and likely a consolidation of all of the Town s permits based on the new NYSDEC Part 601 requirements) 17. Any nuisance parameters will require treatment 18. Complete WCDOH approval 11

EXHIBIT B 12