Contract analysis

I. Purpose and Context This firm represents Briarwood Family Office LLC ("BFO" or "Buyer") in connection with its proposed acquisition of the mixed-use property known as 450 West 34th Street, New York, New York 10001, designated as Block 754, Lot 42, Borough of Manhattan on the Tax Map of the City of New York (the "Property"), from Meridian Gateway Holdings LLC ("Seller" or "Meridian Gateway"). We write to you in you

II. Transmittal of Due Diligence Request List Enclosed herewith, as a single exhibit to this letter, is Buyer's Preliminary Due Diligence Request List, consisting of the categories and specific items of documentation and information described in further detail below and in the enclosed schedule. The Request List has been prepared based upon our preliminary review of publicly available information regarding the Proper

III. Request for Document Production Timeline We respectfully request that Seller produce all responsive documents and materials within ten (10) business days of the date of this letter — that is, on or before March 31, 2026. We believe this timeline is reasonable given the scope of the Request List and the fact that many of the requested items should be readily available in Seller's files or in the possession of Sel

IV. Proposed Data Room Structure and Access Protocol In order to facilitate the organized production, sharing, and review of due diligence materials, we propose that Seller establish an electronic virtual data room (the "Data Room") for the uploading and hosting of all responsive documents and materials. The use of a secure virtual data room platform is, in our experience, the most efficient and secure method for man

1. Title and Survey. This folder should include copies of the existing owner's title insurance policy issued by Granite State Title Insurance Company, Policy No. GST-2011-04872, dated April 14, 2011; the existing ALTA/NSPS Land Title Survey prepared by Clearview Land Surveyors Inc. dated March 2, 2011; all recorded encumbrances, liens, easements, restrictive covenants, and other title exceptions, including without li

2. Leases and Tenant Information. This folder should include fully executed copies of all commercial leases currently in effect at the Property, including without limitation the leases with Harmon & Voss Retail Partners LLC, Solstice Wellness Studio Inc., Ridgepoint Consulting Group LLC, Calderon Specialty Insurance Digital Media Corp., and all tenants occupying Floors 8 and 9 of the building, together with all amend

3. Financial and Operating Statements. This folder should include audited or unaudited operating statements for the Property for fiscal years 2023, 2024, and 2025 (the trailing three-year period); the current-year (2026) operating budget; an annualized schedule of in-place net operating income ("NOI"); supporting documentation for all ancillary income, including antenna and telecommunications license revenues, signag

4. Environmental. This folder should include the most recent Phase I Environmental Site Assessment prepared by Whitmore Environmental Sciences LLC, dated June 15, 2020, together with any updates or reliance letters; any Phase II Environmental Site Assessment reports; all asbestos, lead paint, and other hazardous material abatement records; any environmental remediation documentation; and all correspondence with feder

5. Zoning, Permits, and Land Use. This folder should include the current certificate of occupancy (or certificates of occupancy, if more than one) for the building; all building permits (open and closed); zoning lot documentation confirming the Property's location within a C6-4 zoning district, including any zoning lot development agreements, declarations of zoning lot restrictions, or other instruments recorded agai

6. Violations and Compliance. This folder should include the results of current violation searches with the DOB, ECB, HPD, and FDNY; copies of all open and outstanding violations, together with documentation evidencing the cure or dismissal of any previously issued violations; any compliance certifications or reports; Local Law 11 (façade inspection) reports; Local Law 87 (energy audit and retro-commissioning) report

7. Insurance. This folder should include copies of all current insurance policies maintained with respect to the Property, including property and casualty insurance, commercial general liability insurance, umbrella/excess liability insurance, rent loss/business interruption insurance, and flood insurance (including evidence of compliance with National Flood Insurance Program requirements, if applicable); certificates

8. Property Management. This folder should include a fully executed copy of the property management agreement between Seller and Atlas Urban Management Corp. (the "Management Agreement"), including all schedules, exhibits, amendments, and modifications; documentation confirming the current term of the Management Agreement (understood to extend through December 31, 2027) and the management fee (understood to be 4.0% o

9. Existing Financing. This folder should include all documents relating to the existing mortgage loan from Eastbridge Commercial Bank, N.A., including the promissory note, the mortgage instrument (original principal amount of $41,100,000, recorded April 14, 2011), any loan modification, extension, or amendment agreements, the UCC-1 financing statement, any intercreditor or subordination agreements, the original titl

10. Real Property Tax. This folder should include current and prior-year real property tax bills for the Property; the most recent Notice of Property Value issued by the New York City Department of Finance; the tentative assessed value for Fiscal Year 2026/2027; documentation of any pending or prior tax certiorari proceedings (including any proceedings filed under Article 7 of the New York Real Property Tax Law); any

11. Organizational and Entity Documents. This folder should include the operating agreement of Meridian Gateway Holdings LLC (as amended); the certificate of formation of Meridian Gateway Holdings LLC filed with the Delaware Division of Corporations (or such other jurisdiction of organization); all amendments to the certificate of formation and operating agreement; a certificate of good standing from the jurisdiction

12. Service Contracts and Warranties. This folder should include copies of all service and maintenance contracts relating to the operation of the Property, including elevator maintenance agreements, HVAC service contracts, cleaning and janitorial agreements, security service contracts, landscaping contracts, pest control agreements, refuse removal contracts, and any other agreements for ongoing services at the Proper

13. Capital Improvements. This folder should include complete documentation of the capital improvement program undertaken at the Property during the period 2016 through 2020, with a reported aggregate cost of approximately $14,200,000; all construction contracts, architect agreements, and engineering contracts; all AIA payment applications and certificates; all change orders; lien waivers and releases (partial and fi

14. Litigation and Claims. This folder should include a schedule of all pending, threatened, or settled litigation, arbitration, or administrative proceedings involving the Property or Seller (in its capacity as owner of the Property), including personal injury and property damage claims, tenant disputes, construction disputes, employment claims, and any proceedings before governmental agencies; together with copies

15. Miscellaneous. This folder should include any other documents or materials responsive to the Request List that do not fall within the foregoing categories, as well as any documents or information that Seller believes are relevant to Buyer's due diligence investigation of the Property. B. Data Room Access Credentials We request that Data Room access credentials be provided to the following individuals on behalf of

V. Property Access and Inspections In addition to the document production described above, BFO will need reasonable access to the Property to conduct physical inspections and assessments as part of its due diligence investigation. We respectfully request that Seller coordinate with Atlas Urban Management Corp. — and specifically with Gerald Fitch, Senior Property Manager — to facilitate access to the Property for the

1. Updated ALTA/NSPS Land Title Survey. Clearview Land Surveyors Inc. has been engaged by Buyer to prepare an updated ALTA/NSPS Land Title Survey of the Property. Buyer's surveyors will require access to the building interior, roof, basement, mechanical areas, and all common areas, as well as the building perimeter and any adjacent areas necessary to complete the survey.

2. Updated Phase I Environmental Site Assessment. Whitmore Environmental Sciences LLC (Dr. Samantha Reeves, Project Director) has been engaged by Buyer to prepare an updated Phase I Environmental Site Assessment in accordance with ASTM E1527-21 standards. Buyer's environmental consultant will require access to all areas of the Property, including the basement, sub-basement (if any), mechanical rooms, storage areas, a

3. Property Appraisal. Kensington Valuation Group Inc. (Robert Huang, MAI, Senior Managing Director) has been engaged by Buyer to prepare an appraisal of the Property in compliance with the Uniform Standards of Professional Appraisal Practice (USPAP). Mr. Huang will require a guided tour of the Property, including representative tenant spaces, common areas, mechanical systems, the building exterior, and the roof.

4. Physical Condition and Engineering Inspection. Buyer intends to engage a qualified engineering firm to conduct a comprehensive property condition assessment of the building's structural, mechanical, electrical, plumbing, fire protection, life safety, vertical transportation, and building envelope systems. The engineering team will require access to all mechanical rooms, elevator machine rooms, electrical switchgea

5. Insurance Assessment. Lockhart & Pryor Insurance Advisors LLC (Nadia Kowalski, Senior Vice President) will need to conduct a site visit in connection with its assessment of appropriate insurance coverage for the Property following Buyer's acquisition. Ms. Kowalski will require access to the building's fire protection systems, emergency systems, and other risk management infrastructure. We would appreciate receivin

VI. Coordination with Buyer's Financing Sources We wish to advise you that BFO is currently in discussions with prospective financing sources in connection with the proposed acquisition. Specifically, BFO is in discussions with Pinnacle Federal Savings Bank (Daniel Ortega, Senior Vice President, Commercial Real Estate Lending) regarding senior acquisition financing, and with Caliber Point Capital Partners LP (Priya S

VII. CEMA Cooperation We also wish to advise you that BFO intends to explore the feasibility of structuring the acquisition financing through a Consolidation, Extension, and Modification Agreement ("CEMA") with respect to the existing mortgage lien held by Eastbridge Commercial Bank, N.A. As you are aware, a CEMA structure — whereby the existing mortgage lien is assigned to Buyer's acquisition lender (or its designee

VIII. Closing and Contact Information We appreciate Seller's anticipated cooperation in connection with the foregoing, and we look forward to a productive and efficient due diligence process. We remain available at your convenience to discuss the Request List, the proposed data room structure, property access logistics, or any other aspect of the due diligence process. For purposes of day-to-day due diligence coordin