Contract analysis

I. Executive Summary This memorandum analyzes the real property tax exposure associated with the real property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property") in connection with the prospective acquisition of the Property by BFO 450 West 34th LLC, a single-purpose Delaware limited liability company to be formed as a wholly owned subsidiary of Briarwood Fa

II. Property Overview The following summary of the Property's physical, financial, and zoning characteristics is derived from the Seller's offering materials, operating statements provided to date, publicly available records of the NYC Department of Finance and the NYC Department of Buildings, and the Preliminary Title Report issued by Granite State Title Insurance Company. Address and Tax Lot. The Property is locate

III. Current Tax Assessment and Tax Liability A. Current Assessed Value and Tax Year For FY 2025/2026 (July 1, 2025 through June 30, 2026), the Property bears annual real estate taxes of approximately $2,640,000. The Property is classified by the NYC Department of Finance as a Tax Class 4 property. Under the New York City property tax classification system, Tax Class 4 encompasses all commercial and industrial proper

IV. Reassessment Risk Upon Transfer A. NYC Assessment Methodology for Tax Class 4 The assessment methodology employed by the NYC Department of Finance for Tax Class 4 properties is based on an income capitalization approach. Under this approach, the DOF estimates the property's market value by analyzing the property's actual or estimated income stream, applying an appropriate capitalization rate derived from comparab

V. Tax Certiorari Proceedings A. Status of Pending Proceedings Based on our preliminary diligence — including a review of available court records and representations received from the Seller's counsel, Hargrove, Pettigrew & Sloane LLP (Jonathan D. Hargrove, Esq. and Rebecca Tran, Esq.) — no tax certiorari proceedings are currently pending with respect to 450 West 34th Street (Block 754, Lot 42, Borough of Manhattan).

VI. Property Tax Proration at Closing A. NYC Fiscal Year The New York City fiscal year for real property tax purposes runs from July 1 through June 30. This is a critical fact for purposes of tax proration at closing, as the proration must be calculated with reference to the applicable fiscal year's tax liability rather than the calendar year. Real property taxes in New York City are payable in quarterly installments

1. Seller's Obligation to Pay. The Seller shall pay all real estate taxes due and payable through the closing date, without delinquency, and shall provide evidence of such payment at or prior to closing.

2. Representation Regarding Liens and Assessments. The Seller shall represent and warrant that no real property tax liens, tax sale certificates, or special assessments are outstanding against the Property as of the closing date.

3. Per Diem Proration. Real estate taxes shall be prorated on a per diem basis as of the closing date, based on the actual tax liability for the applicable fiscal year.

4. Post-Closing True-Up. If the FY 2026/2027 tax rate has not been finalized by the City Council as of the closing date, the proration at closing shall be based on the most recent available estimate (e.g., using the FY 2025/2026 effective tax rate applied to the FY 2026/2027 tentative assessed value), and the parties shall reprorate within one hundred twenty (120) days following the date on which the final FY 2026/20

5. Certiorari Refund Allocation. If any refund, credit, or abatement of real estate taxes is received as a result of a pending or future tax certiorari proceeding attributable to a pre-closing tax year (i.e., a fiscal year in which the Seller was the owner of the Property), the PSA should allocate such refund or credit between the Seller and the Buyer on a per diem basis, with the Seller entitled to the portion attri

6. Assignment of Certiorari Claims. To the extent any certiorari applications or proceedings are pending as of the closing date (which is not currently believed to be the case), the PSA should provide for the assignment of the Seller's rights in such proceedings to the Buyer, together with reasonable cooperation by the Seller in the prosecution thereof.

VII. Special Assessments and BID Charges The Property at 450 West 34th Street is located within or proximate to the Hudson Yards / Hell's Kitchen area of Manhattan, a neighborhood that has experienced significant development activity and infrastructure investment in recent years. Several Business Improvement Districts ("BIDs") operate in the vicinity, including the Hudson Yards / Hell's Kitchen Alliance BID and the 3

VIII. Residential Component Considerations Floors 10 through 14 of the Property contain 38 residential rental units totaling approximately 42,500 square feet, generating approximately $1,836,000 in annual rental income based on the current rent roll. These units were substantially renovated as part of the 2016–2020 capital improvement program. For purposes of the Property's real estate tax assessment, the residential

IX. Coordination with Buyer's Accountant Edgemont Nash & Co. LLP has been engaged as Briarwood Family Office LLC's accountant and tax advisor in connection with the proposed acquisition of the Property. The engagement is led by Laura Siddiqui, CPA, Engagement Partner. Edgemont Nash's offices are located at 1185 Avenue of the Americas, 20th Floor, New York, NY 10036. The following items require coordination between Ca

1. Verification of Tax Payments. Edgemont Nash should independently verify the Seller's reported real estate tax payments for the current and prior fiscal years and reconcile them with the NYC Department of Finance's online records. Any discrepancies should be flagged and addressed prior to closing.

2. Post-Acquisition Tax Projections. Edgemont Nash should prepare detailed projections of the Property's post-acquisition real estate tax liability under various reassessment scenarios, including (a) no change in assessed value, (b) partial reassessment reflecting a market value increase toward but not reaching the Purchase Price, and (c) full reassessment to the Purchase Price, with the phase-in rules applied in eac

3. Depreciation Allocation. The real property tax assessed value, and specifically the DOF's allocation between land and improvements, may inform the allocation of the Purchase Price between depreciable improvements and non-depreciable land for federal income tax purposes. Edgemont Nash should analyze the DOF's land and improvement allocation and consider whether it provides a supportable basis for the Buyer's tax de

4. Certiorari Economics. Edgemont Nash should evaluate the potential tax savings from a successful certiorari challenge under various assessed value reduction scenarios and compare those savings against the estimated costs (including contingency fees to certiorari counsel and expert appraisal fees) to determine whether a certiorari filing is economically justified.

5. Transfer Tax Implications. The real property transfer tax and mortgage recording tax implications of the acquisition are being addressed separately in the Transfer Tax and Mortgage Recording Tax Analysis Memorandum. Edgemont Nash should coordinate with us on the transfer tax analysis to ensure consistency between the tax treatment of the transfer for property tax and income tax purposes. We recommend scheduling a

X. Recommendations and Next Steps Based on the foregoing analysis, we recommend that the following actions be taken in connection with the real property tax aspects of the proposed acquisition:

1. Confirm Absence of Pending Certiorari Proceedings. Obtain the Seller's specific representation and warranty in the PSA that no tax certiorari proceedings (including Tax Commission applications and Article 7 proceedings) are pending or threatened with respect to the Property. Independently verify this representation through a search of NYC Tax Commission records and a court index search in Supreme Court, New York C

2. Request Historical Tax Certiorari Information from Seller. Through Seller's counsel at Hargrove, Pettigrew & Sloane LLP (Jonathan D. Hargrove / Rebecca Tran), obtain complete documentation of any tax certiorari proceedings filed, settled, or adjudicated during Meridian's ownership, including copies of all petitions, stipulations, orders, and refund calculations. This request has been included in the Preliminary Du

3. Incorporate Reassessment Scenario in Underwriting. Briarwood's financial underwriting model should include a sensitivity analysis incorporating a potential increase in annual real estate taxes from the current $2,640,000 to approximately $2,960,000 (and potentially higher), with corresponding adjustments to NOI and DSCR. This analysis should be prepared in coordination with Edgemont Nash & Co. LLP and should model

4. Draft PSA Tax Proration Provisions. Prepare and negotiate the following provisions for inclusion in the PSA: (a) per diem tax proration as of the closing date; (b) post-closing true-up mechanism with a 120-day reproration window to account for finalization of the FY 2026/2027 tax rate; (c) Seller's representations regarding current payment status and absence of tax liens; (d) allocation methodology for any certior

5. Confirm BID and Special Assessment Status. Verify through diligence whether the Property is located within the boundaries of any Business Improvement District and, if so, determine the annual assessment amount. Confirm that no special assessments for infrastructure or municipal capital improvements are pending or outstanding against the Property.

6. Coordinate with Edgemont Nash & Co. LLP. Schedule a joint conference call with Laura Siddiqui, CPA, at Edgemont Nash & Co. LLP to align on reassessment projections, certiorari strategy and economics, depreciation allocation methodology, and integration of the real property tax analysis with Briarwood's overall tax planning for the acquisition.

7. Evaluate Post-Acquisition Certiorari Filing. Begin the assessment of a potential FY 2027/2028 tax certiorari petition well in advance of the March 1, 2027 filing deadline. This evaluation should include engagement of specialized certiorari counsel, assembly of income and expense data, and preparation of a preliminary appraisal analysis to support the challenge.

8. Flag DSCR Impact for Financing Team. Communicate the potential tax increase and its impact on NOI and DSCR to the financing team, and ensure that the real property tax reassessment risk is specifically addressed in the Financing Strategy Memorandum being prepared by Angela Fontaine for Theodore R. Ashworth and Margaux Ashworth-Levine. The DSCR compression from 1.16× to 1.11× under the reassessment scenario should

XI. Assumptions and Limitations This memorandum is subject to the following assumptions and limitations, which should be considered in evaluating the analysis and recommendations set forth herein:

1. Data Sources. This memorandum is based on publicly available records of the NYC Department of Finance (including the tentative assessment roll for FY 2026/2027), the Seller's operating statements and rent roll provided to date, and information obtained from the Seller's counsel at Hargrove, Pettigrew & Sloane LLP. We have not independently verified the accuracy or completeness of the Seller's financial data, and o

2. FY 2026/2027 Tax Rate. The final FY 2026/2027 Tax Class 4 tax rate has not yet been adopted by the New York City Council. The projections and calculations in this memorandum are based on the effective tax rate derived from FY 2025/2026 data (approximately 5.48%). Actual FY 2026/2027 taxes may differ based on the adopted tax rate.

3. Tentative Assessment Roll. The FY 2026/2027 tentative assessed value of $48,200,000 is subject to adjustment before publication of the final assessment roll. If the tentative assessed value is changed, the projections in this memorandum should be updated accordingly.

4. Pending Diligence Items. The detailed review of the Seller's actual tax payment history, any participation in tax abatement or exemption programs (including, without limitation, ICAP, 421-a, or J-51 programs), and any BID or special assessment charges is pending receipt of documents requested in the Preliminary Due Diligence Request List transmitted to the Seller's counsel. This memorandum will be supplemented upo

5. Scope of Analysis. This memorandum addresses only the real property tax exposure associated with the Property for purposes of the acquisition transaction. It does not address federal, state, or local income tax consequences of the acquisition, which are being analyzed by Edgemont Nash & Co. LLP (Laura Siddiqui, CPA, Engagement Partner). Similarly, real property transfer taxes (NYC RPT), New York State transfer tax

6. Legal Advice. This memorandum constitutes attorney work product prepared in anticipation of the transaction and is protected by the attorney work product doctrine. It is intended solely for the use of the client, Briarwood Family Office LLC, and the attorneys and advisors working on Matter No. 1026-00003. This memorandum should not be disclosed to third parties without the prior written consent of Calderwood & Har