Contract analysis

I. EXECUTIVE SUMMARY This memorandum sets forth our analysis of the preliminary title report (the "Preliminary Report") issued by Granite State Title Insurance Company (the "Title Company") in connection with the prospective acquisition (the "Acquisition") of the property located at 450 West 34th Street, New York, NY 10001 (the "Property"), identified as Block 754, Lot 42 in the Borough of Manhattan, City and State o

II. SCOPE AND METHODOLOGY In preparing this memorandum, we have reviewed and relied upon the following materials and resources:

1. Preliminary Title Report: The Preliminary Report issued by Granite State Title Insurance Company, dated March 8, 2026, Order No. GST-2026-00613, prepared by Title Officer Martin Clearfield, reflecting a title search through February 28, 2026, for the Property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan).

2. ACRIS Records: An independent search of the Automated City Register Information System ("ACRIS") maintained by the New York City Department of Finance, Office of the City Register, for Block 754, Lot 42, Manhattan, to cross-reference and verify recorded instruments identified in the Preliminary Report, including deeds, mortgages, satisfactions, UCC filings, and easements.

3. Existing Title Insurance Policy: The existing owner's title insurance policy issued to Meridian Gateway Holdings LLC by Granite State Title Insurance Company, Policy No. GST-2011-04872, dated April 14, 2011, in the insured amount of $68,500,000, which was issued in connection with Meridian's acquisition of the Property.

4. Existing ALTA Survey: The existing ALTA/ACSM Land Title Survey prepared by Clearview Land Surveyors Inc., dated March 2, 2011, certified to Meridian Gateway Holdings LLC, Granite State Title Insurance Company, and Eastbridge Commercial Bank, N.A. We note that this survey is now over fifteen (15) years old and is stale for purposes of the current transaction. A separate survey review memorandum will follow once the

5. Correspondence with Seller's Counsel: We have coordinated with Seller's counsel, Hargrove, Pettigrew & Sloane LLP (Jonathan D. Hargrove, Partner, and Rebecca Tran, Associate), regarding document production for title-related diligence items as set forth in the preliminary due diligence request list transmitted on February 28, 2026. As of the date of this memorandum, Seller's counsel has provided the existing title

III. VESTING AND CHAIN OF TITLE A. Current Record Owner The Preliminary Report reflects that the Property is currently held in the name of the following entity: Meridian Gateway Holdings LLC A New York limited liability company EIN: 27-6831044 Managing Member: Victor S. Papadopoulos Co-Managing Member: Elena K. Rosenberg Principal Office: 1440 Broadway, Suite 2200, New York, NY 10018 Meridian Gateway Holdings LLC was

IV. SCHEDULE OF EXCEPTIONS AND ENCUMBRANCES The Preliminary Report identifies the following exceptions and encumbrances against the Property. Each is discussed in detail below, together with our assessment and recommended actions. A. Mortgage Lien — Eastbridge Commercial Bank, N.A.

1. Description. The Preliminary Report discloses a mortgage lien encumbering the Property in favor of Eastbridge Commercial Bank, N.A. ("Eastbridge"), a national banking association chartered under federal law and regulated by the Office of the Comptroller of the Currency ("OCC"). The material terms of the mortgage as reflected in the public records are as follows: • Mortgagor: Meridian Gateway Holdings LLC • Mortgag

2. Current Status. Based on preliminary information obtained from Seller's counsel, the estimated current outstanding payoff balance on the Eastbridge mortgage is approximately Twenty-Eight Million Seven Hundred Thousand Dollars ($28,700,000). This figure is approximate and subject to change based on interest accrual, escrow adjustments, and any prepayment premiums or fees that may be applicable under the terms of th

3. Required Action. The following steps must be taken to address the Eastbridge mortgage lien: (a) Obtain a formal payoff letter from Eastbridge Commercial Bank, N.A. setting forth the exact payoff amount, per diem interest, wire transfer instructions, and any applicable prepayment charges or administrative fees. The payoff letter should be addressed to Meridian Gateway Holdings LLC (as borrower), with a copy to this

1. Description. The Preliminary Report also discloses a UCC-1 Financing Statement filed in favor of Eastbridge Commercial Bank, N.A. as secured party, with Meridian Gateway Holdings LLC as debtor (the "Eastbridge UCC-1"). The Eastbridge UCC-1 was filed in connection with the mortgage loan described in Section IV.A above and covers fixtures, equipment, and personal property associated with the Property, including but

2. Required Action. The following steps must be taken to address the Eastbridge UCC-1: (a) Upon the payoff and discharge of the Eastbridge mortgage, a UCC-3 Termination Statement must be filed by Eastbridge (or its authorized representative) with the New York County Clerk's Office and, to the extent the original filing was made with the New York Secretary of State, with that office as well. The termination statement

1. Description. The Preliminary Report discloses an easement in favor of Consolidated Edison Company of New York, Inc. ("Ashford Partners LLC") for vault space beneath the sidewalk adjacent to the Property (the "Ashford Partners LLC Easement"). The Ashford Partners LLC Easement was recorded in the Office of the City Register, New York County, at Liber 4823, Page 112. This type of easement is a standard utility vault

2. Assessment. We have reviewed the recorded instrument and offer the following assessment: (a) The Ashford Partners LLC Easement is limited in scope to subsurface vault and utility infrastructure located beneath the public sidewalk area adjacent to the Property. It does not affect the building footprint, usable floor area, structural integrity of the building, or above-grade use of the Property. (b) Easements of thi

1. Description. The Preliminary Report reflects the standard zoning lot restrictions applicable to the Property as situated in the C6-4 zoning district under the New York City Zoning Resolution. The key zoning parameters are as follows: The C6-4 district is a high-density commercial district that permits a wide range of commercial and residential uses as-of-right, including the mixed-use configuration of the Property

2. Assessment. (a) No zoning lot development agreement, zoning lot merger declaration, or restrictive declaration encumbering or limiting the unused development rights was identified in the title search. This is a significant finding, as it indicates that the full 14,850 SF of unused development rights (commonly referred to as "air rights") remain available and unencumbered as of the date of the Preliminary Report. (

V. MATTERS NOT APPEARING AS EXCEPTIONS BUT REQUIRING VERIFICATION In addition to the specific exceptions and encumbrances identified in the Preliminary Report, certain matters require independent verification to confirm the absence of adverse title conditions. These matters are discussed below. A. Real Estate Tax Liens The Property is classified as Tax Class 4 (commercial property) for New York City real property tax

VI. OWNER'S TITLE INSURANCE POLICY — REQUIREMENTS AND ENDORSEMENTS A. Proposed Policy We recommend that the following owner's title insurance policy be issued at closing: • Issuer: Granite State Title Insurance Company (Title Officer: Martin Clearfield) • Insured: BFO 450 West 34th LLC (the Acquisition SPV; a Delaware limited liability company, sole member: Briarwood Family Office LLC) • Policy Amount: $120,000,000 (

1. Mortgage Satisfaction or Assignment: Satisfaction or assignment (via CEMA) of the mortgage in favor of Eastbridge Commercial Bank, N.A., currently recorded against the Property, so that the Buyer takes title free and clear of the Eastbridge mortgage lien (or, in the case of a CEMA, so that the Eastbridge mortgage is consolidated with the new Pinnacle mortgage as a single first-priority lien).

2. UCC-3 Termination or Assignment: Filing of a UCC-3 Termination Statement (or UCC-3 Assignment, if a CEMA is pursued) for the Eastbridge UCC-1 Financing Statement, confirming the release or transfer of Eastbridge's security interest in the fixtures and personal property associated with the Property.

3. Updated ALTA/NSPS Survey: Delivery of an updated ALTA/NSPS Land Title Survey prepared by Clearview Land Surveyors Inc. (or a substitute surveyor approved by the Title Company), incorporating full Table A optional survey items, and certified to BFO 450 West 34th LLC, Briarwood Family Office LLC, Granite State Title Insurance Company, and Pinnacle Federal Savings Bank. The survey must reflect the current state of th

4. Title Affidavit / Owner's Affidavit: Delivery of a title affidavit and owner's affidavit from Meridian Gateway Holdings LLC, executed by its managing member(s), confirming (among other things) that there are no additional liens, encumbrances, or unrecorded interests affecting the Property; that no work has been performed at the Property that could give rise to a mechanic's lien (or, if work has been performed, tha

5. Mechanics' Lien Affidavit and Lien Waiver: Delivery of a mechanics' lien affidavit from Meridian Gateway Holdings LLC, and, if any construction, renovation, or capital improvement work has been performed at the Property within the applicable statutory lien period, delivery of unconditional lien waivers from all contractors, subcontractors, and materialmen.

6. Seller's Good Standing and Authority: Delivery of a certificate of good standing for Meridian Gateway Holdings LLC from the New York Secretary of State, together with a certified copy of the entity's operating agreement or managing member resolutions authorizing the sale of the Property and the execution and delivery of all closing documents. The Title Company must be satisfied that the individuals executing closi

7. Tax Clearances: Payment of all real estate taxes, water charges, and sewer rents assessed against the Property through the date of closing, or provision for appropriate prorations at closing as set forth in the PSA. The Title Company will require evidence that all such charges have been paid or will be paid from closing proceeds.

8. Recording of Deed: Recording of the bargain and sale deed (or other appropriate conveyance instrument) conveying the Property from Meridian Gateway Holdings LLC to BFO 450 West 34th LLC in the Office of the City Register, New York County. The deed must be in proper form for recording and must be accompanied by all required transfer tax returns and supporting documentation.

9. Transfer Taxes: Payment of all applicable transfer taxes in connection with the conveyance, including: (i) New York City Real Property Transfer Tax (RPT): At the applicable rate for commercial property transfers over $500,000, the RPT is estimated at $3,150,000 based on the $120,000,000 Purchase Price (2.625% of consideration). (ii) New York State Transfer Tax: At the applicable rate of $0.65 per $100 of considera

1. ALTA 9.0 — Comprehensive (Restrictions, Encroachments, Minerals): This endorsement provides expanded coverage against losses arising from violations of covenants, conditions, and restrictions; encroachments of improvements onto adjacent property or easements; and adverse claims based on ownership of minerals or subsurface resources. It is a standard endorsement for commercial transactions of this type.

2. ALTA 3.1 — Zoning: This endorsement confirms that the Property complies with the applicable zoning ordinance (C6-4 zoning district) and that the existing use of the Property as a mixed-use building (retail, office, and residential) is a permitted use under the zoning ordinance. It also confirms the applicable FAR, lot area, height and setback requirements, and parking requirements, if any. This endorsement provide

3. ALTA 17.0 — Access: This endorsement confirms that the Property has legal access to and from a public right-of-way, specifically West 34th Street. Access is a fundamental requirement for the use and operation of the Property, and this endorsement provides insurance against any claim that the Property lacks legal access.

4. ALTA 19.0 — Contiguity: If the Property consists of multiple parcels or lots that have been merged or assembled, this endorsement confirms that the parcels are contiguous. Based on our initial review, the Property appears to be a single tax lot (Block 754, Lot 42), but we will confirm the lot configuration and determine whether this endorsement is applicable and necessary.

5. ALTA 25.0 — Same as Survey: This endorsement confirms that the legal description of the Property set forth in the title policy corresponds to and is the same as the property depicted on the ALTA/NSPS survey. This endorsement provides comfort that there is no discrepancy between the title description and the survey description.

6. ALTA 28.0 — Easement — Damage or Enforced Removal: This endorsement provides coverage against loss or damage resulting from the exercise of rights under existing easements (specifically, the Ashford Partners LLC vault easement) that could result in damage to the building or improvements or require the enforced removal of any portion of the building. Given the presence of the Ashford Partners LLC Easement, this end

7. Tax Parcel Endorsement: This endorsement confirms that the Property constitutes a single, separately assessed tax parcel identified as Block 754, Lot 42 in the records of the New York City Department of Finance. This endorsement provides protection against claims that the Property has been subdivided or that the tax parcel identification does not correspond to the legal description.

8. ALTA 35.0 — Minerals and Subsurface: If available in New York, this endorsement provides expanded coverage against losses arising from the extraction or development of minerals or subsurface resources. Availability in New York should be confirmed with the Title Company, as this endorsement is not universally offered in all jurisdictions.

9. Creditors' Rights Endorsement: If required by Pinnacle Federal Savings Bank as a condition of the mortgage loan, this endorsement modifies the standard creditors' rights exclusion in the title policy to provide affirmative coverage against title defects arising from the application of creditors' rights, bankruptcy, insolvency, or similar laws. The requirement for this endorsement should be confirmed with the lende

10. Fairway Endorsement (New York Form) — Non-Imputation: Given the SPV structure of the Acquisition (with BFO 450 West 34th LLC as a single-purpose entity wholly owned by Briarwood Family Office LLC), a non-imputation endorsement may be appropriate to ensure that knowledge of title defects held by the Seller or its principals is not imputed to the Buyer entity. The applicability and form of this endorsement should b

VII. CEMA OPPORTUNITY AND MORTGAGE RECORDING TAX ANALYSIS A. CEMA Overview Under New York law, a Consolidation, Extension, and Modification Agreement ("CEMA") is a mechanism by which an existing mortgage can be assigned by the current lender to a new lender, rather than being satisfied and discharged, and then consolidated with a new supplemental ("gap") mortgage into a single consolidated first-priority lien. The pr

VIII. TITLE ISSUES REQUIRING ATTENTION IN PSA NEGOTIATIONS The following title-related issues should be addressed in the negotiation and drafting of the Purchase and Sale Agreement for the Acquisition. A. Seller's Obligation to Deliver Marketable and Insurable Title The PSA should contain a clear and unambiguous covenant by the Seller (Meridian Gateway Holdings LLC) to deliver good, marketable, and insurable fee simp

1. The Ashford Partners LLC easement for vault space beneath the sidewalk, as recorded at Liber 4823, Page 112, Office of the City Register, New York County.

2. Standard zoning lot restrictions applicable to the Property in the C6-4 zoning district under the New York City Zoning Resolution, including applicable FAR, height, setback, use, and other bulk regulations.

3. Rights of tenants in possession under existing leases, as to be assigned to the Buyer at closing pursuant to the assignment and assumption of leases to be delivered as a closing deliverable.

4. Real estate taxes, water charges, and sewer rents not yet due and payable as of the closing date, subject to proration between Buyer and Seller at closing.

5. Standard utility company easements of record that do not materially impair the use, occupancy, or value of the Property. Any encumbrance, lien, or exception not specifically listed as a Permitted Exception should be treated as a title defect that the Seller is obligated to cure prior to closing. In particular, the Eastbridge mortgage and related UCC-1 are not Permitted Exceptions and must be satisfied, discharged,

IX. OPEN ITEMS AND NEXT STEPS The following open items must be addressed in order to complete the title review and prepare for closing. We have organized these items in order of priority and have indicated the responsible party or parties for each.

1. Updated Title Search. Request a title continuation and update from Granite State Title Insurance Company closer to the anticipated closing date of June 30, 2026, to capture any intervening encumbrances, liens, judgments, or filings recorded after the date of the current search (February 28, 2026). The title continuation should be ordered no earlier than two (2) weeks prior to the target closing date. Responsible:

2. Updated Survey. Commission an updated ALTA/NSPS Land Title Survey from Clearview Land Surveyors Inc. (or a substitute surveyor acceptable to the Title Company and lender), incorporating the full Table A optional survey items. The survey must be certified to BFO 450 West 34th LLC, Briarwood Family Office LLC, Granite State Title Insurance Company, and Pinnacle Federal Savings Bank. The existing survey prepared by C

3. Eastbridge Payoff Letter. Request a formal payoff letter from Eastbridge Commercial Bank, N.A. confirming the exact payoff amount as of the anticipated closing date, per diem interest, wire transfer instructions, any applicable prepayment charges or administrative fees, and the bank's willingness to cooperate in a CEMA assignment of the mortgage. The request should be made no later than thirty (30) days prior to t

4. UCC Search. Conduct a comprehensive UCC search against Meridian Gateway Holdings LLC with both the New York Secretary of State and the New York County Clerk's Office to confirm that no additional UCC financing statements have been filed against the Seller or the Property beyond the Eastbridge UCC-1 identified in the Preliminary Report. Responsible: C. Ho / title search vendor.

5. Judgment and Lien Searches. Conduct judgment and lien searches against Meridian Gateway Holdings LLC, Victor S. Papadopoulos, and Elena K. Rosenberg in the following forums: (i) New York County Supreme Court and Civil Court; (ii) United States District Court for the Southern District of New York; (iii) Internal Revenue Service (federal tax lien search); and (iv) New York State Department of Taxation and Finance (t

6. Air Rights Verification. Confirm through ACRIS records and the Department of City Planning that no transfer, sale, or encumbrance of the 14,850 square feet of unused development rights (air rights) associated with the Property has been recorded. Any prior disposition of air rights would reduce the potential incremental value of the Property and would need to be disclosed and accounted for in the Buyer's underwriti

7. Coordinate with Lender's Counsel. Upon identification of Pinnacle Federal Savings Bank's outside counsel, initiate coordination regarding (i) the loan title policy requirements and endorsements; (ii) the CEMA mechanics and documentation; (iii) the UCC-3 assignment and new UCC-1 filing; and (iv) any additional lender-specific title requirements. Responsible: A. Fontaine / C. Ho.

8. Endorsement Availability and Pricing. Confirm with Martin Clearfield at Granite State Title Insurance Company the availability, form, and premium pricing of all recommended endorsements listed in Section VI.C above, and obtain a commitment or pro forma title policy reflecting the proposed endorsements. Responsible: C. Ho.

9. Tax Certiorari Confirmation. Confirm with Seller's counsel (Hargrove, Pettigrew & Sloane LLP / Rebecca Tran) that there are no pending or contemplated tax certiorari proceedings relating to the Property's assessed value of $48,200,000. If any such proceeding is pending, obtain details regarding the filing date, court, index number, and claimed reduction in assessed value, and evaluate the implications for closing

10. Coordinate with PSA Drafting. Incorporate the title-related findings set forth in this memorandum into the draft Purchase and Sale Agreement (Buyer's form), with particular attention to the following provisions: (i) the definition of "Permitted Exceptions"; (ii) the Seller's title delivery covenant; (iii) the title cure period and Buyer's remedies for uncured title defects; (iv) the closing deliverable requiremen

X. CONCLUSION Based on our review of the Preliminary Report issued by Granite State Title Insurance Company and our independe