Contract analysis

I. EXECUTIVE SUMMARY This memorandum presents the zoning and land use analysis 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 prospective acquisition by BFO 450 West 34th LLC (to be formed as a Delaware limited liability company and wholly owned by Briarwood Family Office LLC ("Briarwood" or the "Client")) from Mer

II. PROPERTY DESCRIPTION A. Location and Tax Lot Information The Property is located at 450 West 34th Street in the Borough of Manhattan, City and State of New York, with a mailing address zip code of 10001. On the City's tax map, the Property is designated as Block 754, Lot 42, Borough of Manhattan. The Property fronts on the south side of West 34th Street between Ninth Avenue and Tenth Avenue, within the broader Mi

III. ZONING DISTRICT CLASSIFICATION A. Applicable Zoning District: C6-4 The Property is located within the C6-4 general commercial district as designated on the Zoning Map of the City of New York (Zoning Map Sectional Map No. 8c, as amended). The C6-4 classification applies to the entirety of the zoning lot encompassing the Property based on our review of the current zoning map available through the New York City Dep

IV. FLOOR AREA RATIO (FAR) AND BULK ANALYSIS A. Permitted FAR The C6-4 zoning district permits the following maximum floor area ratios: Under the C6-4 regulations, a mixed-use building containing both commercial and residential uses may generally develop to the maximum permitted FAR for each use, subject to applicable height factor or tower-on-a-base requirements. In practice, for a mixed-use building in a C6-4 distr

V. USE GROUP ANALYSIS A. Permitted Use Groups in C6-4 Under the New York City Zoning Resolution, permitted uses in commercial districts are organized into "Use Groups" ranging from Use Group 1 through Use Group 18. C6-4 districts permit uses within Use Groups 1 through 12, which encompass a broad range of residential, commercial, community facility, and select manufacturing and light industrial uses. This wide range

VI. NON-CONFORMING USE AND NON-COMPLYING BULK CONSIDERATIONS A. Non-Conforming Use Analysis As detailed in Section V above, all existing uses at the Property appear to be conforming uses within the C6-4 zoning district. The building has been in continuous mixed-use occupancy (retail, office, and residential) consistent with the permits issued in connection with the 2016–2020 renovation program. There is no evidence t

VII. UNUSED DEVELOPMENT RIGHTS / AIR RIGHTS A. Quantification. As calculated in Section IV above, the unused development rights on the Property are estimated as follows: Maximum allowable floor area: 201,250 SF (20,125 SF lot area × 10.0 FAR) Existing built floor area (GBA): 186,400 SF Unused development rights (based on GBA): approximately 14,850 SF As noted previously, the unused development rights may be materiall

VIII. SPECIAL PERMITS, VARIANCES, AND OVERLAYS A. Special District Overlays As discussed in Section III.B above, the Property must be confirmed as not falling within any special purpose district that would impose additional or modified zoning regulations. Based on our preliminary review with Mark Espinoza at Halcyon Planning Associates LLC, the Property does not appear to be located within the following special distr

IX. IMPLICATIONS FOR POST-ACQUISITION OPERATIONS AND REPOSITIONING A. Permitted Uses — Flexibility for Retenanting One of the significant advantages of the C6-4 zoning designation for the Client is the broad use group flexibility it affords for retenanting and repositioning the commercial space within the building. C6-4 districts permit Use Groups 1 through 12, which encompass virtually all categories of residential,

X. PROPERTY TAX / ASSESSMENT IMPLICATIONS OF ZONING This section is provided for coordination purposes with the real property tax analysis being prepared under separate cover. The existence of unused development rights on the Property — estimated at a minimum of 14,850 square feet and potentially as high as 32,850 square feet — may have implications for the City's assessment methodology and the assessed value assigne

XI. OPEN ITEMS AND RECOMMENDATIONS A. Outstanding Diligence Items The following items remain outstanding and are required to finalize the zoning and land use analysis:

1. Updated ALTA/NSPS Survey. Commission an updated ALTA/NSPS Land Title Survey from Clearview Land Surveyors Inc. (or another qualified surveyor acceptable to the Client and the Client's title insurer) to confirm the lot area (reported as 20,125 SF on the 2011 survey), building footprint and dimensions, encroachments (if any), and easements. The survey should specifically identify the Ashford Partners LLC easement re

2. Zoning Floor Area Calculation. Halcyon Planning Associates LLC is to provide a detailed zoning floor area ("ZFA") calculation that distinguishes the ZFA from the gross building area, accounting for cellar exclusions, mechanical deductions, and other adjustments required under the Zoning Resolution's definition of "floor area" (ZR § 12-10). This calculation will confirm the precise quantum of unused development rig

3. Certificate of Occupancy. Request the current Certificate of Occupancy from Seller's counsel (Hargrove, Pettigrew & Sloane LLP / Rebecca Tran) and confirm that the C of O is consistent with the actual mixed-use occupancy of the building (retail, office, residential). Any discrepancies must be identified and resolved prior to or as a condition of closing.

4. DOB Alteration Permits (2016–2020 Renovation). Obtain and review all alteration permits issued by DOB during the Seller's $14,200,000 capital improvement program (2016–2020) to confirm the alteration type classification (Alt-1, Alt-2, or Alt-3) and identify any resulting zoning compliance triggers. If any alteration was classified as Alt-1, the scope of zoning compliance obligations triggered by such alteration mu

5. Special District Confirmation. Obtain final confirmation from the DCP zoning map (and/or through a formal DCP or DOB zoning lot certification) that the Property is not located within the Hudson Yards Special District, the Garment Center Special District, or any other special purpose district.

6. BSA Records. Conduct a formal search of BSA records to confirm that no outstanding variances, special permits, authorizations, or other BSA-related conditions are in effect with respect to the Property.

7. LPC Confirmation. Confirm through LPC records that the Property is not individually designated as a New York City landmark and is not located within a designated historic district.

8. Adjacent Lot Analysis. Engage Halcyon Planning Associates LLC to review adjacent lot development, FAR utilization, ownership, and development potential to assess the feasibility and value of a potential Zoning Lot Development Agreement if the Client contemplates disposing of unused development rights to an adjacent lot owner. B. Key Conclusions Based on the analysis set forth in this memorandum, our key conclusion

XII. LIMITATIONS AND QUALIFICATIONS This memorandum is based on a preliminary review of publicly available zoning data, including the New York City Zoning Resolution, DCP Zoning and Land Use Map (ZoLa), DOB Buildings Information System (BIS) records, and other publicly accessible databases, as well as consultation with Halcyon Planning Associates LLC (Mark Espinoza, AICP) in its capacity as the Client's independent z