Contract analysis

I. PURPOSE AND OVERVIEW The purpose of this memorandum is to memorialize the assignment of due diligence workstreams among the Calderwood & Harkness LLP team and to coordinate with outside consultants and advisors in connection with Briarwood Family Office LLC's ("Briarwood" or the "Client") prospective acquisition of the property located at 450 West 34th Street, New York, NY 10001, designated as Block 754, Lot 42, B

II. PROPERTY SUMMARY The following is a summary of the key attributes of the Property based on information available as of the date of this memorandum. Certain data points are derived from the Seller's offering memorandum, preliminary title information, and publicly available records and are subject to verification during due diligence. Address: 450 West 34th Street, New York, NY 10001 Block/Lot: Block 754, Lot 42, B

III. TEAM MEMBERS AND GENERAL ROLES A. Calderwood & Harkness LLP Internal Team The following table sets forth the Calderwood & Harkness LLP team members assigned to this matter and their respective general roles and primary responsibilities. Detailed workstream assignments for the two associate-level team members are set forth in Sections IV and V below. Each team member is expected to manage their assigned workstrea

IV. WORKSTREAM ASSIGNMENTS — CYNTHIA HO A. Title Review Cynthia Ho is responsible for obtaining and analyzing the preliminary title report (the "Preliminary Title Report" or "PTR") from Granite State Title Insurance Company ("Granite State"). The assigned title officer is Martin Clearfield, whose office is located at 140 Broadway, 22nd Floor, New York, NY 10005. Cynthia Ho should contact Mr. Clearfield promptly upon

1. Existing Mortgage. Mortgage in favor of Eastbridge Commercial Bank, N.A. ("Eastbridge"), recorded April 14, 2011, with an original principal amount of $41,100,000. The estimated current payoff balance is approximately $28,700,000. This mortgage is expected to be satisfied at or prior to closing, unless a CEMA transaction is consummated (see Section IV.E below). Cynthia Ho should confirm the precise payoff amount a

2. UCC-1 Financing Statement. UCC-1 Financing Statement in favor of Eastbridge Commercial Bank, N.A., filed in connection with the existing mortgage. This filing will need to be terminated at or prior to closing, or assigned in connection with a CEMA transaction.

3. Ashford Partners LLC Easement. Easement for vault space in favor of Consolidated Edison Company of New York, Inc. ("Ashford Partners LLC"), recorded at Liber 4823, Page 112. The scope, location, and any operational restrictions imposed by this easement must be carefully reviewed and compared to the survey. This easement is expected to be a standard utility easement but must be confirmed as non-objectionable.

4. Standard NYC Zoning Lot Restrictions. Standard restrictions and declarations related to the zoning lot configuration, if any, must be reviewed for compliance and any limitations on development or transfer of air rights. Cynthia Ho shall prepare a comprehensive Title Review Memorandum identifying all exceptions appearing on the PTR, classifying each as either (a) a standard or non-objectionable exception, (b) an ex

1. Form of Bargain and Sale Deed with Covenant Against Grantor's Acts

2. Assignment and Assumption of Leases

3. Bill of Sale (personal property)

4. FIRPTA Non-Foreign Person Certificate (Seller's EIN: 27-6831044)

5. Form of Tenant Estoppel Certificate

6. Title Affidavit (standard New York form for title company requirements)

7. Rent Roll (to be attached as an exhibit based on Seller-provided information)

9. Schedule of Permitted Exceptions The PSA should contain customary buyer-protective provisions, including but not limited to: comprehensive representations and warranties regarding the Property, leases, environmental matters, litigation, and compliance with law; robust indemnification provisions surviving closing; customary conditions to closing (including title, survey, estoppel delivery, absence of material adver

1. Prepare a draft CEMA request letter to Eastbridge Commercial Bank, N.A. requesting confirmation of the existing mortgage payoff amount and Eastbridge's willingness to participate in a CEMA transaction (including assignment of the existing mortgage to the new lender or to Buyer's designee).

2. Coordinate with Pinnacle Federal Savings Bank (Daniel Ortega, SVP, CRE Lending, located at 245 Park Avenue, 12th Floor, New York, NY 10167) to confirm Pinnacle's willingness to participate in a CEMA structure and to identify any conditions or requirements imposed by Pinnacle in connection with the CEMA.

3. Review the existing mortgage documents (note, mortgage, and any modifications or assignments) to confirm the absence of provisions that would impede a CEMA, such as restrictions on assignment or due-on-sale clauses that cannot be accommodated within the CEMA structure.

4. Identify and address any title insurance requirements or endorsements related to the CEMA, in coordination with Martin Clearfield at Granite State.

5. Assess the Eastbridge processing fee for a CEMA transaction, which is typically in the range of $3,000 to $10,000 for commercial mortgages, and confirm whether Seller or Buyer will bear this cost. Cynthia Ho shall prepare a CEMA Feasibility Memorandum summarizing the analysis and recommending whether to proceed with the CEMA transaction. Target Completion: CEMA Feasibility Memorandum to be completed within ten (10

V. WORKSTREAM ASSIGNMENTS — GRACE NAKAMURA A. Zoning and Land Use Analysis Grace Nakamura is responsible for analyzing the zoning compliance of the Property within the C6-4 zoning district, as designated on the New York City Zoning Map. The C6-4 district is a high-density commercial district that permits a wide range of commercial and residential uses as-of-right, which is consistent with the current mixed-use config

1. Air Rights Value and Transferability: The Property has approximately 14,850 SF of unused development rights. Grace Nakamura should assess the potential value of these air rights and the feasibility of transferring them to an adjacent or contiguous lot pursuant to the New York City Zoning Resolution, including any applicable zoning lot merger or development rights transfer mechanisms. This analysis should consider

2. Use Group Compliance: Confirm that the current mixed-use configuration of the Property (retail on Floors 1–2, office on Floors 3–9, and residential on Floors 10–14) is consistent with the permitted use groups under the C6-4 zoning designation. Identify any use group conflicts or non-conforming use issues.

3. Non-Conforming Use Considerations: Determine whether any aspect of the current building use, configuration, or bulk constitutes a legal non-conforming use, a non-complying bulk condition, or a violation of the Zoning Resolution. If any non-conformities are identified, assess the implications for continued use, renovation, and potential future development.

4. Certificate of Occupancy Review: Obtain and review the current Certificate of Occupancy for the Property to confirm that the permitted uses, occupancy classifications, and occupant loads are consistent with the actual use of the building and the information provided by Seller.

5. Special District or Overlay Considerations: Confirm whether the Property is located within any special purpose district, historic district, or zoning overlay that may impose additional requirements or restrictions. Grace Nakamura should coordinate with Halcyon Planning Associates LLC ("Halcyon"), a land use consulting firm, for a detailed zoning analysis and certificate of occupancy review. The primary contact at

1. Good Standing Confirmation: Confirm that Meridian Gateway Holdings LLC is a New York limited liability company currently in good standing with the New York Secretary of State. Obtain a certified copy of the Articles of Organization and any amendments thereto, as well as a current Certificate of Good Standing (or equivalent status certificate).

2. Operating Agreement Review: Review the Seller's operating agreement (and any amendments) to identify authorization and consent requirements for the sale of substantially all of the Seller's assets. Determine whether the proposed sale of the Property requires member approval and, if so, the requisite vote or consent threshold. Assess whether any right of first refusal, right of first offer, or buy-sell provisions e

3. Authority Confirmation: Confirm that Victor S. Papadopoulos, as Managing Member, and Elena K. Rosenberg, as Co-Managing Member, have the authority to execute the PSA and to convey the Property on behalf of the Seller. If the operating agreement requires additional member consents, identify the steps necessary to obtain such consents and the timeline for doing so.

4. Litigation and Judgment Searches: Conduct searches for pending litigation, judgments, and liens against each of the following parties in the courts of the State of New York (including the New York County Supreme Court and all other relevant courts), the United States District Courts for the Southern and Eastern Districts of New York, and the relevant federal and state bankruptcy courts: • Meridian Gateway Holdings

5. UCC and Tax Lien Searches: Conduct UCC-1 financing statement searches against the Seller with the New York Department of State and the New York County Clerk's Office. Confirm the absence of any UCC filings other than the known filing in favor of Eastbridge Commercial Bank, N.A. Conduct federal and state tax lien searches against the Seller and its principals.

6. OFAC and Sanctions Screening: Screen the Seller and its principals against the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List") and any other applicable sanctions lists. Grace Nakamura shall prepare an Entity-Level Diligence Memorandum summarizing the results of the foregoing searches and analyses, identifying any issues

1. Reassessment Risk: Assess the potential for a reassessment of the Property's assessed value upon transfer at a purchase price of $120,000,000. While New York City's assessment methodology for Tax Class 4 properties (income-capitalization approach) does not directly tie assessed value to sale price, a transfer at a significant premium to the current assessed value may trigger enhanced scrutiny by the New York City

2. Tax Certiorari Proceedings: Confirm the absence of any pending tax certiorari proceedings challenging the current or prior assessed values of the Property. If any such proceedings are pending, analyze the potential impact on the Buyer, including the allocation of any refunds and the Buyer's rights and obligations with respect to the continuation of such proceedings post-closing.

3. Tax Proration Methodology: Analyze the tax proration methodology to be used at closing. In New York City, real property taxes are assessed on a fiscal year basis (July 1 through June 30), and prorations are typically calculated on a per diem basis as of the closing date. Grace Nakamura should prepare a preliminary proration calculation based on the target closing date of June 30, 2026, noting that a closing on the

4. Tax Abatements or Exemptions: Confirm whether the Property currently benefits from any real property tax abatements, exemptions, or incentive programs (e.g., ICAP, J-51, 421-a, or similar programs). If any such programs are in effect, analyze the impact of the transfer on the continued availability of the abatement or exemption and any claw-back provisions. Grace Nakamura should coordinate with Edgemont Nash & Co.

VI. EXTERNAL CONSULTANT COORDINATION The following external consultants have been identified as necessary for the due diligence process. The table below summarizes each consultant's scope of engagement, the responsible Calderwood & Harkness LLP team member, and the expected timeline for deliverables. A. Whitmore Environmental Sciences LLC Contact: Dr. Samantha Reeves, Project Manager Office: 55 Water Street, Suite 81

VII. RESIDENTIAL LEASE / RENT REGULATION ANALYSIS Assigned To: Grace Nakamura (with Cynthia Ho supervision) The Property includes thirty-eight (38) residential rental units located on Floors 10 through 14, comprising approximately 42,500 SF of residential space. The annualized residential rent is approximately $1,836,000. The residential component of the Property represents a significant portion of the income stream

1. Rent Stabilization Applicability: Determine whether any or all of the 38 residential units are subject to the New York City Rent Stabilization Law. This determination should consider the building's construction date (1928), the history of tax incentive programs that may have subjected the units to regulation, and any applicable high-rent vacancy or luxury decontrol provisions. Note that the Housing Stability and T

2. DHCR Registration Status: Confirm the registration status of all residential units with the New York State Division of Housing and Community Renewal ("DHCR"). Obtain copies of all DHCR registration statements and rent registration history for each unit. Verify that registered rents are consistent with the actual rents being charged.

3. Preferential Rent Considerations: Determine whether any units are being rented at preferential rents (i.e., rents below the legal regulated rent). Under HSTPA, preferential rents have become the base for calculating future rent increases upon renewal, which limits a landlord's ability to revert to the higher legal regulated rent. Identify any units with preferential rent arrangements and assess the impact on proje

4. Lease Renewal Requirements: Review the applicable lease renewal requirements under the Rent Stabilization Code, including required notice periods, permissible renewal terms, and the application of the Rent Guidelines Board's annual rent increase orders. Prepare a calendar of upcoming lease renewals for the residential units.

5. Impact on Purchase Price Underwriting: Assess the impact of rent regulation on the Client's underwriting assumptions, including the limitations on rent increases, the inability to deregulate units, and the implications for projected NOI growth. This analysis should also address the impact of the Major Capital Improvement ("MCI") provisions, which were modified by HSTPA to limit the amount and duration of MCI rent

VIII. KEY TIMELINE AND MILESTONES The following table sets forth the key milestones and target dates for the due diligence process. All team members should treat these deadlines as firm targets and escalate any anticipated delays to Cynthia Ho immediately. Deadlines expressed in business days ("BD") are calculated from the triggering event described in the "Milestone" column. Specific calendar dates are provided wher

IX. FINANCING WORKSTREAM COORDINATION The financing workstream is not a separate due diligence assignment for the associate team members but requires awareness and coordination across the team. The following summarizes the current status of the proposed capital stack and identifies coordination points. Senior Mortgage — Pinnacle Federal Savings Bank: • Lender: Pinnacle Federal Savings Bank • Contact: Daniel Ortega, S

X. SPV FORMATION COORDINATION The acquisition of the Property will be effectuated through BFO 450 West 34th LLC (the "Buyer SPV"), a Delaware limited liability company to be formed, with Briarwood Family Office LLC (EIN: 83-2947156) as its sole member. The following documents and filings are required in connection with the formation of the Buyer SPV: Cynthia Ho — Responsible for:

1. Certificate of Formation: Prepare a draft Certificate of Formation for filing with the Delaware Secretary of State, Division of Corporations. The Certificate of Formation should identify the name of the LLC as "BFO 450 West 34th LLC" and designate a registered agent in the State of Delaware (to be confirmed with the Client).

2. LLC Agreement: Prepare a draft Limited Liability Company Agreement for the Buyer SPV. The LLC Agreement should include single-purpose entity ("SPE") covenants and separateness provisions as will be required by Pinnacle Federal Savings Bank in connection with the senior mortgage. Standard SPE covenants include, among others: • The entity's sole purpose is the ownership, operation, and disposition of the Property. •

1. EIN Application / SS-4 Preparation: Prepare a memorandum outlining the steps for obtaining an Employer Identification Number ("EIN") for the Buyer SPV. The EIN will be obtained upon formation of the entity by filing IRS Form SS-4 (Application for Employer Identification Number). Grace Nakamura should prepare a draft SS-4 for review and filing. Target: All formation documents to be ready for filing by April 1, 2026

XI. DATA ROOM AND DOCUMENT MANAGEMENT Efficient management of the due diligence document flow is essential to the timely completion of all workstreams. The following protocols shall govern document management for this engagement:

1. Virtual Data Room: Cynthia Ho should request that Seller's counsel (HPS / Rebecca Tran) establish a virtual data room or provide documents via a secure file-sharing platform for the organized delivery of due diligence materials. If Seller's counsel proposes to deliver documents via email or physical delivery, Cynthia Ho should recommend the establishment of a virtual data room to facilitate efficient document mana

2. Document Indexing and Tracking: All documents received from Seller's counsel, external consultants, and third parties shall be indexed and tracked in the Calderwood & Harkness LLP matter management system under Matter No. 1026-00003. Each document should be catalogued by workstream category, date of receipt, and review status.

3. Master DD Checklist: Cynthia Ho will maintain a master due diligence checklist tracking the receipt status of all items requested in the DD Request List. The checklist should be updated on a rolling basis and circulated to the team weekly (or more frequently as warranted) to identify outstanding items and follow up with Seller's counsel as necessary.

4. Weekly Status Calls: Weekly internal team status calls shall be scheduled to review progress on all workstreams, identify issues requiring escalation, and coordinate interdependent analyses. It is proposed that these calls be held on Tuesdays at 10:00 a.m. Cynthia Ho will prepare and circulate a brief agenda in advance of each call.

XII. COMMUNICATION PROTOCOLS To ensure consistency, accuracy, and appropriate oversight of all communications in connection with this engagement, the following communication protocols shall be observed by all team members: