Contract analysis

From: Angela Fontaine <afontaine@calderwoodharkness.com> To: Margaux Ashworth-Levine <mashworth-levine@briarwoodfamilyoffice.com> Cc: "Theodore R. Ashworth" <tashworth@briarwoodfamilyoffice.com> Subject: 450 West 34th Street Acquisition — Status Update and Preliminary Diligence Findings

Matter Reference: C&H Matter No. 1026-00003

I hope this note finds you both well. I wanted to provide a comprehensive status report on the prospective acquisition of 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) from Meridian Gateway Holdings LLC at a purchase price of $120,000,000. Matters have been progressing on several fronts since the engagement commenced on February 25, and I wanted to bring you current on where thing

The Letter of Intent was fully executed on March 14, 2026, signed by Theodore on behalf of Briarwood Family Office LLC (or its designee, BFO 450 West 34th LLC) and by Victor S. Papadopoulos on behalf of Meridian Gateway Holdings LLC. For ease of reference, the key agreed terms are as follows:

- **Purchase Price:** $120,000,000 (all cash to Seller at closing, subject to customary prorations). - **Initial Earnest Money Deposit:** $6,000,000 (5% of purchase price), to be deposited with Prestige Escrow Services LLC within three business days of PSA execution. - **Additional Deposit:** $3,000,000 upon expiration of the due diligence period (total deposits: $9,000,000). - **Due Diligence Period:** 45 calendar d

Seller's counsel is Hargrove, Pettigrew & Sloane LLP, represented by Jonathan D. Hargrove and Rebecca Tran. As you know, we provided a separate LOI Summary Memorandum with a full breakdown of binding versus non-binding provisions; please let us know if you have any follow-up questions on that document.

**2. Due Diligence Request List — Status**

We transmitted a comprehensive preliminary due diligence request list to Rebecca Tran at Hargrove, Pettigrew & Sloane on March 18. The request list covers the following categories:

- Title and survey documents - All commercial, residential, and retail leases (together with amendments, guaranties, and tenant correspondence) - Operating statements and financial records (trailing three years plus current YTD) - Environmental reports - Zoning and building permits - Violations history (DOB, ECB, HPD, FDNY) - Insurance policies - The property management agreement with Atlas Urban Management Corp. (Ge

We have requested production within 10 business days and proposed a virtual data room structure to facilitate organized review. We are awaiting Seller's counsel's response and initial document uploads.

Granite State Title Insurance Company (title officer: Martin Clearfield) is preparing a preliminary title report for the Property. Based on our initial review and public records pulled from ACRIS, we have identified the following encumbrances:

- **Existing Mortgage:** Mortgage in favor of Eastbridge Commercial Bank, N.A., recorded April 14, 2011, with an original principal amount of $41,100,000. The estimated current payoff balance is approximately $28,700,000. This mortgage must be satisfied or assigned (via CEMA, discussed below) at closing. - **UCC-1 Financing Statement:** Filed in favor of Eastbridge Commercial Bank, N.A., securing the existing loan. T

The existing title policy was issued by Granite State (Policy No. GST-2011-04872, dated April 14, 2011) with an insured amount of $68,500,000. A new owner's title insurance policy will need to be issued at the full acquisition value of $120,000,000.

The existing ALTA survey was prepared by Clearview Land Surveyors Inc., dated March 2, 2011. It is now fifteen years old, well beyond acceptable Calderon Casualty Group, and will need to be updated with current Table A items. We have recommended engaging Clearview (or another qualified surveyor) for an updated ALTA/NSPS survey. We will provide comprehensive title review and survey review memoranda once the preliminar

**4. CEMA Opportunity — Mortgage Recording Tax Savings**

A significant cost-saving opportunity exists through a Consolidation, Extension, and Modification Agreement (CEMA) with respect to the existing Eastbridge mortgage, and I want to highlight this for you.

Mortgage recording tax in New York City on mortgages exceeding $500,000 is 2.80%. On the full proposed Pinnacle Federal Savings Bank senior mortgage of $78,000,000, MRT would total **$2,184,000** ($78,000,000 × 2.80%).

If, however, the existing Eastbridge mortgage (estimated payoff of approximately $28,700,000) can be assigned to Pinnacle via a CEMA, MRT would be assessed only on the "new money" portion:

> ($78,000,000 − $28,700,000) = $49,300,000 × 2.80% = **$1,380,400**

**This represents potential savings of approximately $803,600.**

Executing a CEMA requires cooperation from Eastbridge Commercial Bank, N.A. (as the assigning lender) and willingness on the part of Pinnacle Federal Savings Bank (as the acquiring lender) to participate in the structure. We are preparing a draft CEMA request letter to Eastbridge and will coordinate with Pinnacle's team (Daniel Ortega) on their requirements. Given the magnitude of the savings, I recommend we pursue t

Here is where we stand on the capital stack:

- **Senior Debt:** Pinnacle Federal Savings Bank (Daniel Ortega, SVP, Commercial Real Estate Lending) is the prospective senior lender. The proposed loan is up to $78,000,000 (65% LTV) at an indicative rate of SOFR + 225 bps, which we are currently estimating at approximately 6.60% (assuming SOFR at 4.35%). The contemplated term is five years with a 30-year amortization schedule. A formal term sheet has not yet been

**DSCR Flag:** I want to flag a concern that will require strategic attention as we move toward the term sheet with Pinnacle. Based on the Seller's annualized in-place net operating income of $6,960,000 and estimated annual debt service of approximately $5,986,800 (roughly $498,900 per month) on the senior mortgage alone, the debt service coverage ratio comes in at approximately **1.16×**. This is likely below Pinnac

We have identified several strategies to address this gap, and I recommend we discuss them in detail on our proposed call with Pinnacle:

1. **Interest-Only Period:** Negotiate an initial interest-only period of 12–24 months to reduce near-term debt service and bring the DSCR within the required range during the lease-up period. 2. **Increased BFO Equity / Reduced Senior Loan:** Increase the equity contribution and correspondingly reduce the senior loan quantum to bring the DSCR above threshold. 3. **Pro Forma NOI Underwriting:** Present a business pla

None of these options is mutually exclusive, and a combination may prove most effective. This is an issue we are well-positioned to solve, but it will benefit from early and direct dialogue with Pinnacle.

For your awareness, below is a summary of the anticipated transfer taxes on the transaction:

- **NYC Real Property Transfer Tax (Seller obligation):** $120,000,000 × 2.625% = $3,150,000 - **NYS Transfer Tax (Seller obligation):** $120,000,000 × 0.65% = $780,000 - **Total Transfer Taxes Borne by Seller:** $3,930,000 - **Mortgage Recording Tax (Buyer obligation):** $2,184,000 (full) or $1,380,400 (with CEMA), as discussed above - **Mansion Tax:** Applicability on the residential component is being analyzed and

The following action items are in progress or require coordination:

1. **PSA Drafting:** Cynthia Ho is preparing the buyer's form draft Purchase and Sale Agreement. Our target is to circulate a draft to Seller's counsel in advance of the April 11, 2026 target PSA execution date.

2. **SPV Formation:** We are finalizing the Certificate of Formation and draft LLC Agreement for BFO 450 West 34th LLC, a single-member Delaware LLC wholly owned by Briarwood Family Office LLC. This entity will take title to the Property. Filing with the Delaware Secretary of State will be coordinated with the EIN application.

3. **Updated Phase I ESA:** The most recent Phase I environmental site assessment, prepared by Whitmore Environmental Sciences LLC (Dr. Samantha Reeves), is dated June 15, 2020 — nearly six years old and well beyond the 180-day shelf life required for transaction reliance under ASTM E1527-21. We recommend commissioning an updated Phase I immediately. The prior report identified no recognized environmental conditions

4. **Appraisal:** Kensington Valuation Group Inc. (Robert Huang, MAI) should be engaged for the acquisition appraisal, which Pinnacle will require as part of its underwriting process. I recommend we authorize the engagement promptly to avoid delays in the term sheet timeline.

5. **Zoning Confirmation:** Halcyon Planning Associates LLC (Mark Espinoza, AICP) is reviewing zoning compliance in the C6-4 district. Notably, the Property has approximately 14,850 square feet of unused development rights (201,250 SF maximum buildable less 186,400 SF existing), which may represent additional value and is worth flagging in the appraisal and business plan context. We will provide a separate zoning mem

6. **Financing Call:** I propose we schedule a call with Daniel Ortega at Pinnacle Federal Savings Bank to discuss the term sheet, DSCR issues, CEMA structure, and lender diligence requirements. Would a date early next week work on your end? We can coordinate availability with Pinnacle once I hear from you.

7. **Tax Advisor Coordination:** Edgemont Nash & Co. LLP (Laura Siddiqui, CPA) is being looped in on tax structuring, including potential real property tax reassessment risk at the $120,000,000 purchase price. The current assessed value is $48,200,000 in Tax Class 4, with current annual real estate taxes of approximately $2,640,000. A significant reassessment could materially impact the NOI and DSCR projections, and

8. **Insurance:** Lockhart & Pryor Insurance Advisors LLC (Nadia Kowalski) will be reviewing existing coverage and recommending post-acquisition insurance levels consistent with Pinnacle's requirements. Current annual insurance cost is $312,000.

9. **Continued Diligence:** Once the data room is populated by Seller's counsel, the team will proceed with lease abstractions, management agreement review (the Atlas Urban Management Corp. agreement runs through December 31, 2027 at 4.0% of EGI), violations searches across all relevant agencies, and entity-level diligence on Meridian Gateway Holdings LLC.

Please note that the comprehensive title review memorandum, survey review memorandum, transfer tax analysis memorandum, and financing strategy memorandum are all in preparation and will be circulated to you upon completion.

I would welcome the opportunity to schedule a call early next week to walk through any questions and discuss the financing strategy in more detail — particularly the DSCR issue and our approach to the Pinnacle discussions. Cynthia Ho is available for day-to-day coordination and is fully up to speed on all workstreams; please do not hesitate to reach out to either of us at any time.

Thank you for your continued confidence in the team. We are pleased with the progress to date and look forward to keeping the momentum going.

**Angela Fontaine** Partner Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, NY 10006 Direct: (212) 554-8130 Email: afontaine@calderwoodharkness.com Matter No. 1026-00003

*CONFIDENTIALITY NOTICE: This email message and any attachments are intended solely for the use of the addressee(s) named above. This communication may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including attorney-client privilege and attorney work product doctrine. If you are not the intended recipient, or the employee or agent responsible for delivering th