Contract analysis

I. Executive Summary This memorandum presents the results of our review of the existing Phase I Environmental Site Assessment ("Phase I ESA") for the property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property") in connection with the proposed acquisition by BFO 450 West 34th LLC, a to-be-formed Delaware limited liability company and wholly owned subsidiary of

1. Commission an updated Phase I ESA from Whitmore Environmental Sciences LLC, prepared under ASTM E1527-21 standards and naming BFO 450 West 34th LLC and Pinnacle Federal Savings Bank as users.

2. Evaluate the need for a limited Phase II investigation (soil and groundwater sampling, sub-slab vapor sampling, and indoor air quality testing) with respect to the adjacent lot dry-cleaning concern, particularly given the heightened vapor intrusion assessment standards under ASTM E1527-21 and current New York State Department of Environmental Conservation ("NYSDEC") guidance.

3. Coordinate with Pinnacle Federal Savings Bank (the prospective senior lender providing up to $78,000,000 in acquisition financing) to confirm lender-specific environmental requirements. We recommend contacting Daniel Ortega, Senior Vice President, Commercial Real Estate Lending, to ensure the updated Phase I (and any Phase II) satisfies Pinnacle's conditions for loan commitment. The foregoing recommendations and t

II. Property Description The following is a summary description of the Property based on information obtained from the existing Phase I ESA, publicly available records, and documents provided by Seller's counsel, Hargrove, Pettigrew & Sloane LLP. Address: 450 West 34th Street, New York, NY 10001 Block/Lot: Block 754, Lot 42, Borough of Manhattan, City and County of New York Building Class: Mixed-use (retail, office,

III. Summary of Existing Phase I ESA A. Report Identification The existing Phase I ESA that forms the basis of this review is identified as follows: Preparer: Whitmore Environmental Sciences LLC, 55 Water Street, Suite 810, New York, NY 10041 Project Manager: Dr. Samantha Reeves, P.G., Licensed Environmental Professional Report Date: June 15, 2020 Standard Applied: ASTM E1527-13, Standard Practice for Environmental S

IV. Staleness and ASTM Standard Update Issues A. 180-Day Rule The temporal validity of a Phase I ESA for purposes of establishing CERCLA liability protections is governed by both ASTM standards and federal regulations. ASTM E1527-21, Section 4.6, provides that a Phase I ESA has a shelf life of 180 days from the date of the report (or, more precisely, from the date of certain individual components of the assessment, i

V. Lender Environmental Requirements Pinnacle Federal Savings Bank ("Pinnacle"), located at 245 Park Avenue, 12th Floor, New York, NY 10167, is the prospective senior lender for the acquisition. The Pinnacle relationship is managed by Daniel Ortega, Senior Vice President, Commercial Real Estate Lending. Pinnacle is expected to provide up to $78,000,000 in senior acquisition financing, representing approximately 65% o

VI. Analysis of Adjacent Lot Dry-Cleaning Concern A. Historical Context As described in Section III.D above, the 2020 Phase I ESA prepared by Whitmore Environmental Sciences LLC identified a historical dry-cleaning operation on the lot immediately to the west of the Property. This finding was based on a review of Trelwick fire insurance maps and historical city directories, which indicated that a dry-cleaning establi

VII. Asbestos and Lead-Based Paint Considerations A. Asbestos. The Property was constructed in 1928, during an era when asbestos-containing materials ("ACM") were widely used in commercial and residential construction. Common ACM applications in buildings of this vintage include thermal insulation on pipes and boilers, fireproofing materials, floor tiles and adhesives, roofing materials, and various other building co

VIII. Underground Storage Tanks The existing Phase I ESA found no evidence of current or former underground storage tanks ("USTs") on the Property. The building's heating system is served by a natural gas utility connection, and no oil-fired boiler, fuel oil storage tanks, or other petroleum storage systems were observed during the site inspection or identified through review of historical records, building departmen

IX. Impact on Transaction Documents and PSA Negotiation A. Seller's Representations and Warranties The PSA for the acquisition of the Property should include robust environmental representations and warranties from Meridian Gateway Holdings LLC, as Seller. Based on our environmental review to date, we recommend that the following environmental representations and warranties be included in the PSA: • No Knowledge of H

X. Recommended Next Steps and Action Items Based on the analysis set forth in this memorandum, we recommend the following action items, listed in order of priority:

1. Engage Whitmore Environmental Sciences LLC to Prepare Updated Phase I ESA. Commission an updated Phase I Environmental Site Assessment under ASTM E1527-21 standards, naming BFO 450 West 34th LLC (and/or Briarwood Family Office LLC) and Pinnacle Federal Savings Bank as users. Coordinate with Dr. Samantha Reeves, Project Manager, regarding scope of work, timing, and deliverables. The estimated cost of the updated Ph

2. Request Environmental Documents from Seller. Through Seller's counsel, Hargrove, Pettigrew & Sloane LLP (attention: Rebecca Tran), request copies of all environmental reports, asbestos surveys and abatement records, O&M plans for ACM management, lead-based paint inspection reports and XRF testing results, any LBP abatement certifications, and any environmental correspondence or notices of violation from federal, s

3. Conduct Independent Database Search for Adjacent Lot. Conduct an independent search of the NYSDEC Spills Database, the NYSDEC Environmental Site Remediation Database, and the New York City E-Designation records for the lot immediately to the west of the Property to determine whether any remediation activity, contamination, or environmental restrictions have been documented in connection with the historical dry-cle

4. Phase II Scope and Budget. If the updated Phase I ESA recommends a Phase II investigation, obtain a detailed scope of work and cost proposal from Whitmore for sub-slab soil vapor sampling, indoor air quality testing, and potentially soil borings and groundwater sampling at the Property's western boundary. Estimated Phase II cost is $15,000 to $30,000. Discuss timeline implications with the deal team, as Phase II m

5. Coordinate with Pinnacle Federal Savings Bank. Confirm Pinnacle's specific environmental diligence requirements with Daniel Ortega, SVP, Commercial Real Estate Lending, and/or Pinnacle's outside counsel. Ensure that the scope and format of the updated Phase I (and any Phase II) will satisfy Pinnacle's conditions for the $78,000,000 senior loan commitment. Verify whether Pinnacle has any lender-specific environment

6. PSA Drafting Coordination. Advise Cynthia Ho and Angela Fontaine of the recommended environmental provisions for inclusion in the draft PSA, including: (i) environmental representations and warranties from Seller (as described in Section IX.A); (ii) due diligence period environmental contingency with extension mechanism (as described in Section IX.B); and (iii) potential environmental indemnification and insurance

7. Insurance Coordination. Discuss with Lockhart & Pryor Insurance Advisors LLC (contact: Nadia Kowalski) whether a pollution legal liability policy should be obtained for the Property and, if so, obtain preliminary quotes for PLL coverage. Ideally, this discussion should be initiated after the updated Phase I is received so that the insurance broker can assess the Property's environmental risk profile based on curre

8. Timeline Alert. Given the target PSA execution date of April 11, 2026 and the forty-five-day due diligence period ending approximately May 26, 2026, the updated Phase I ESA should be commissioned no later than mid-April 2026 — and ideally upon or before PSA execution — to allow sufficient time for receipt of the Phase I report and, if necessary, initiation and completion of a Phase II investigation within the dili

XI. Conclusion The existing Phase I Environmental Site Assessment dated June 15, 2020, prepared by Whitmore Environmental Sciences LLC, provides useful baseline information regarding environmental conditions at the Property and is generally favorable, as no recognized environmental conditions were identified at the Property itself. However, the report is stale — approximately five years and ten months old as of the t