Contract analysis

I. Purpose and Scope This memorandum summarizes the results of building code violations and regulatory compliance searches conducted in connection with the due diligence investigation of the real property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property"), which Briarwood Family Office LLC ("Briarwood" or the "Client"), through its acquisition special purpos

II. Search Methodology A. Databases and Search Tools The violations and compliance searches described in this memorandum were conducted utilizing the following publicly available databases, regulatory portals, and supplemental information request procedures:

1. DOB Building Information System ("BIS") — Online public portal search conducted by Block 754, Lot 42 (Borough of Manhattan). BIS provides comprehensive information regarding permits, complaints, violations, and certificates of occupancy associated with the Property.

2. DOB NOW Portal — Online permit and violation search platform, which supplements BIS with additional records regarding recently filed applications, inspections, and enforcement actions. Searches were conducted by both property address and Building Identification Number ("BIN").

3. ECB/OATH Online Violation Search — Search conducted by property address (450 West 34th Street, New York, NY 10001) and by BIN 1086432. The OATH portal provides records of summonses issued, hearing schedules, dispositions, penalty amounts, and payment status.

4. HPD Online — Violation search conducted by address and by building registration number. HPD Online provides detailed records of housing maintenance code violations by class (A, B, and C), including dates of issuance, unit-level detail, certification of correction status, and building registration information.

5. FDNY Violation Records — Records were obtained through a combination of (a) the FDNY's online portal, to the extent violations records are publicly available, and (b) a Freedom of Information Law ("FOIL") request submitted to the FDNY on March 4, 2026, seeking all violation records, inspection reports, and enforcement actions pertaining to 450 West 34th Street. The FDNY acknowledged receipt of the FOIL request on

III. Department of Buildings (DOB) — Violation Search Results A. Summary of DOB Violation History Our search of DOB records through BIS and DOB NOW identified a total of forty-seven (47) DOB violations historically issued against the Property at Block 754, Lot 42. This violation history spans from 1987 to the present, reflecting the building's approximately ninety-eight-year operational life and its periods of renova

1. Façade / Local Law 11 (FISP) Violation. Violation Number: 034921-FISP-2024 Date Issued: September 17, 2024 Description: Façade Inspection Safety Program ("FISP") / Local Law 11 — The Cycle 9 façade inspection report for the Property was filed by Castellano Engineering Associates, P.C. (Raymond Castellano, P.E.) with DOB on August 29, 2024, designating the building exterior condition as "SWARMP" (Safe With a Repair

2. Elevator Violations. Violation Number (1): ELV-2025-00187 Date Issued: January 22, 2025 Description: Periodic elevator inspection deficiency — Passenger Elevator No. 2 (DOB Device ID 8K3291). A Category 1 periodic inspection conducted by Empire Elevator Inspection Services, Inc. on January 15, 2025, identified the following deficiency: emergency lighting within the elevator cab failed to activate during simulated

3. Work Without Permit Violation. Violation Number: 035117-CSTR-2023 Date Issued: July 14, 2023 Description: Work without permit — During a routine DOB inspection on July 10, 2023 (initiated in response to a complaint filed under DOB Complaint No. 6281442), the inspector observed that interior partition walls on the 5th floor had been reconfigured to create two additional private offices within a previously open-plan

4. General Building Code Violations. Violation Number (1): 035892-GBC-2025 Date Issued: January 7, 2025 Description: Failure to maintain required illumination in the cellar-level corridor connecting the mechanical room to the south stairway, in violation of NYC Building Code § 1006.1 (means of egress illumination). A DOB inspection conducted on January 3, 2025, found that two of the four fluorescent light fixtures in

IV. Environmental Control Board (ECB/OATH) — Violation Search Results A. Summary of ECB Violation History Our search of the ECB/OATH online violation database identified a total of twenty-three (23) ECB summonses historically issued in connection with the Property at Block 754, Lot 42. The summonses were issued over a period from 2001 to the present and name the following respondents: Of the twenty-three summonses, n

1. Construction-Related ECB Summonses. Summons Number: ECB-2018-047291 Date Issued: April 23, 2018 Respondent: Meridian Gateway Holdings LLC Description: Failure to maintain a construction fence in accordance with DOB-approved drawings during active renovation work on the 1st floor retail space. Specifically, the construction fence along the 34th Street sidewalk frontage was observed to have an unsecured opening of a

2. Quality of Life / Administrative Code Violations. Summons Number: ECB-2024-083421 Date Issued: August 15, 2024 Respondent: Meridian Gateway Holdings LLC Description: Failure to maintain required building identification signage (street address numerals) in a conspicuous location at the main entrance, in violation of Administrative Code § 3-505(a). The property's street number was obscured by a temporary constructio

V. Housing Preservation and Development (HPD) — Violation Search Results A. Relevance. HPD exercises jurisdiction over the residential portions of the Property, specifically the thirty-eight (38) residential rental units located on Floors 10–14, comprising approximately 42,500 rentable square feet. Based on the current rent roll provided by Seller, the annualized gross rental income from the residential units is appr

1. Class C (Immediately Hazardous) Violations. Violation Number (1): HPD-2025-063481 Date Issued: February 3, 2025 Location: Unit 12-D (1-bedroom unit, Floor 12) Description: Defective carbon monoxide detector in the living room/kitchen area. An HPD inspection conducted on January 30, 2025 (in response to a tenant complaint filed under HPD Complaint No. 9247183), found that the required hardwired combination smoke/ca

2. Class B (Hazardous) Violations. Violation Number (1): HPD-2024-289716 Date Issued: November 14, 2024 Location: Unit 10-B (2-bedroom unit, Floor 10) Description: Active water leak from the ceiling of the bedroom, originating from a defective waste line serving the bathroom of Unit 11-B (directly above). The leak has caused visible water staining and minor deterioration of the ceiling gypsum board over an area of ap

3. Class A (Non-Hazardous) Violations. Violation Number (1): HPD-2024-251883 Date Issued: September 26, 2024 Location: Unit 10-E (1-bedroom unit, Floor 10) Description: Missing apartment number designation on the unit entrance door. The unit door was not equipped with the required apartment number (letter or numeral), in violation of Administrative Code § 27-2014. Required Cure Period: Ninety (90) days. Status: No ce

VI. Fire Department (FDNY) — Violation Search Results A. Summary of FDNY Compliance Our review of FDNY violation records, obtained through FOIL request and available online resources, yielded the following findings: Fire Safety and Evacuation Plan ("FSEP"): FDNY records confirm that a current Fire Safety and Evacuation Plan is on file for the Property, approved on March 8, 2024, under FSEP Approval Number FP-2024-073

VII. Aggregate Summary of Open Violations A. Summary Table The following table consolidates all open violations identified across the four regulatory agencies: B. Total Estimated Financial Exposure The aggregate financial exposure associated with open violations across all four agencies is summarized as follows: Outstanding Fines and Penalties (ECB and Other): • ECB outstanding judgments and pending penalties: $7,320

VIII. Recommendations for Purchase and Sale Agreement Based on the violations and compliance search results described in this memorandum, we recommend that the following provisions be incorporated into the Purchase and Sale Agreement being negotiated with Seller's counsel (Rebecca Tran, Hargrove, Pettigrew & Sloane LLP). A. Seller Cure Obligations — Pre-Closing The PSA should require Meridian Gateway Holdings LLC to

IX. Additional Diligence Steps Recommended In addition to the findings and recommendations set forth above, we recommend the following additional due diligence steps to complete the violations and compliance assessment:

1. Request from Seller's Counsel: Request from Rebecca Tran at Hargrove, Pettigrew & Sloane LLP a complete violations history maintained by Meridian and Atlas Urban, including internal records and all correspondence with DOB, ECB/OATH, HPD, and FDNY not reflected in public databases. This request should encompass notices of violation, inspection reports, summonses, certificates of correction (both filed and unfiled d

2. Certificates of Correction: Request copies of all certificates of correction filed by Meridian or Atlas Urban for historically resolved violations, to confirm that the corrections were in fact made and that the certifications are consistent with the physical condition of the Property.

3. FISP / Local Law 11 Report: Request the current Cycle 9 FISP report prepared by Castellano Engineering Associa