Contract analysis

I. TITLE AND SURVEY A. Title Documents

1. Owner's Title Insurance Policy. A copy of the most recent owner's title insurance policy for the Property. We understand that the existing policy was issued by Granite State Title Insurance Company, Policy No. GST-2011-04872, dated April 14, 2011, in an insured amount of $68,500,000. Please provide a complete copy of such policy, together with all endorsements, schedules, and any supplements thereto.

2. Current Title Commitment or Preliminary Title Report. A current title commitment or preliminary title report for the Property from Granite State Title Insurance Company (title officer: Martin Clearfield) or such other title company as the Seller may have engaged. If a current commitment has not yet been ordered, please advise so that the Buyer may arrange for the issuance of a commitment directly.

3. Recorded Exception Documents. Copies of all recorded documents referenced as exceptions in the title commitment or policy (whether in Schedule B-I or Schedule B-II or their equivalents), including but not limited to: (a) All deeds in the chain of title for the Property for the past forty (40) years, including all bargain and sale deeds, quitclaim deeds, and any corrective or confirmatory instruments; (b) All recor

4. Unrecorded Agreements. Copies of all unrecorded agreements, side letters, memoranda of understanding, or other documents known to the Seller that affect or purport to affect title to the Property or any interest therein, including any oral agreements or understandings with adjacent property owners, governmental entities, or other third parties.

5. Title Affidavits. Copies of any title affidavits previously delivered by or on behalf of the Seller or any predecessor in interest to any title insurance company in connection with the issuance of any title insurance policy or endorsement for the Property.

6. Judgments, Liens, and Lis Pendens. Copies of all judgments, judgment liens, mechanic's liens, tax liens, lis pendens, federal tax liens, state tax warrants, or other liens or encumbrances affecting the Property or affecting Meridian Gateway Holdings LLC, together with any discharges, satisfactions, or releases thereof. B. Survey

7. ALTA/NSPS Survey. A copy of the most recent ALTA/NSPS Land Title Survey of the Property. We understand that the existing survey was prepared by Clearview Land Surveyors Inc. and is dated March 2, 2011. Please provide the original survey, together with the surveyor's certification, legal description, and all Table A items depicted thereon.

8. Survey Updates. Copies of any updates, amendments, re-certifications, or supplements to the survey prepared since March 2, 2011, including any surveys prepared in connection with the 2016–2020 capital improvement program or any refinancing, leasing, or other transaction involving the Property.

9. As-Built Drawings. Any as-built drawings, site plans, or architectural plans reflecting the physical improvements to the Property as they currently exist, including any as-built plans prepared in connection with the capital improvement program undertaken between 2016 and 2020.

10. Encroachment and Boundary Agreements. Copies of all encroachment agreements, party wall agreements, boundary line agreements, license agreements for encroachments, or similar instruments relating to the Property or any improvements thereon, whether recorded or unrecorded.

II. ORGANIZATIONAL AND ENTITY DOCUMENTS — SELLER A. Meridian Gateway Holdings LLC

11. Certificate of Formation. A copy of the Certificate of Formation (or Articles of Organization) of Meridian Gateway Holdings LLC as filed with the New York Secretary of State, together with all amendments, restatements, and certificates of amendment filed to date.

12. Operating Agreement. A complete copy of the Operating Agreement of Meridian Gateway Holdings LLC, together with all amendments, supplements, and restatements thereof. We understand that Victor S. Papadopoulos serves as Managing Member and Elena K. Rosenberg serves as Co-Managing Member. Please include all exhibits, schedules, and side letters relating to the Operating Agreement, including any provisions relating

13. Authorization to Sell. Evidence of the Seller's authority to enter into the proposed transaction and to sell the Property at the purchase price of $120,000,000, including copies of all resolutions, written consents, or other approvals of the members, managers, or other governing body of Meridian Gateway Holdings LLC authorizing the sale. If the Operating Agreement requires the consent of any members (including no

14. Good Standing Certificate. A Certificate of Good Standing (or Certificate of Existence) for Meridian Gateway Holdings LLC issued by the New York Secretary of State, dated within thirty (30) days of the date of this letter.

15. Federal EIN Confirmation. Confirmation of the Seller's Federal Employer Identification Number (EIN: 27-6831044), including a copy of the IRS determination letter or Form SS-4 confirmation, as applicable.

16. Ownership Structure. A complete list of all members, managers, and officers of Meridian Gateway Holdings LLC, together with an organizational chart showing all direct and indirect owners holding a ten percent (10%) or greater interest in the Seller. If Meridian Gateway Holdings LLC is owned, in whole or in part, by one or more intermediate entities, please provide the organizational documents (certificate of form

17. Powers of Attorney. Copies of any powers of attorney granted by the Seller or any member or manager of the Seller relating to the Property or the proposed transaction.

18. Litigation and Proceedings. A schedule of any pending or threatened litigation, arbitration, administrative proceedings, or governmental investigations involving Meridian Gateway Holdings LLC, whether or not directly related to the Property, together with copies of any complaints, petitions, notices, or other initiating documents in connection therewith.

III. LEASES AND TENANT INFORMATION A. Commercial Leases

19. Lease Documents. Copies of all commercial leases, subleases, amendments, modifications, extensions, renewals, supplements, commencement date agreements, and all related correspondence confirming lease terms for the Property, including but not limited to the following tenancies: (a) Harmon & Voss Retail Partners LLC — Ground floor (Floor 1), approximately 14,200 rentable square feet, annual base rent of $1,207,000

20. Guaranties. Copies of all personal guaranties, corporate guaranties, and any other credit enhancement instruments securing any tenant's lease obligations, including any "good guy" guaranties, together with any modifications, terminations, or releases thereof.

21. SNDAs. Copies of all subordination, non-disturbance, and attornment agreements ("SNDAs") currently in effect with respect to any tenant at the Property, including any SNDAs entered into in connection with the existing Eastbridge Commercial Bank, N.A. financing.

22. Tenant Correspondence. Copies of all correspondence between the Seller (or its property manager, Atlas Urban Management Corp.) and any commercial tenant within the past twenty-four (24) months regarding lease defaults, notices to cure, rent delinquencies, disputes, rent concessions, rent deferral arrangements, early termination requests, or any other material tenant matter.

23. Rent Rolls. Rent rolls for each month of the past twenty-four (24) months, showing for each tenant: tenant name, suite/floor number, rentable square footage, lease commencement date, lease expiration date, base rent, additional rent (including pass-through charges for real estate taxes, insurance, and common area maintenance), percentage rent (if applicable), and any free rent periods, rent abatements, or concess

24. Security Deposits. A schedule of all security deposits held by the Seller with respect to each commercial tenant, specifying the form of each deposit (cash or letter of credit), the amount, the depository institution, and the account number. If any security deposits have been applied or drawn upon, please identify the amounts applied and the circumstances of such application.

25. Letters of Credit. Copies of all letters of credit posted by any tenant as a security deposit, including the issuing bank, the beneficiary, the stated amount, the expiration date, and any amendments thereto.

26. Tenant Improvement Allowances and Landlord Work. A schedule of all tenant improvement allowances ("TI allowances"), landlord work obligations, and any other unfunded or outstanding landlord commitments under any lease, including the total amount of each commitment, the amount disbursed to date, the remaining balance, and the deadline for disbursement or completion.

27. Tenant Options. A schedule of all renewal options, extension options, expansion options, contraction options, purchase options, rights of first refusal, rights of first offer, and termination options (including any termination fees or penalties) contained in any commercial lease, specifying the tenant, the nature of the option or right, the applicable exercise notice period, and the financial terms thereof.

28. Co-Tenancy and Use Restrictions. Copies of all co-tenancy provisions, exclusivity provisions, radius restrictions, and use restriction provisions contained in any commercial lease, together with any side letters or amendments relating thereto.

29. Brokerage Agreements. Copies of all brokerage agreements, commission agreements, listing agreements, and any other agreements pursuant to which commissions or fees are payable to any broker, finder, or other intermediary in connection with existing leases at the Property, including any commissions that are or may become payable upon lease renewal, extension, or expansion. Please include a schedule specifying the

30. Tenant Litigation. A schedule of any pending or threatened litigation, arbitration, mediation, or other disputes involving any commercial tenant, including a brief description of the nature and status of each matter. B. Residential Leases

31. Residential Lease Agreements. Copies of all thirty-eight (38) residential lease agreements for units located on Floors 10 through 14 of the Property (approximately 42,500 rentable square feet in the aggregate, with total annualized rent of approximately $1,836,000), together with all amendments, addenda, riders, and renewal letters.

32. Residential Rent Roll. A current residential rent roll, including for each unit: the unit number, the tenant name, the lease commencement date, the lease expiration date, the monthly rent, the legal regulated rent (if applicable), the preferential rent (if applicable), and the security deposit amount.

33. DHCR Registration History. Copies of all rent stabilization registrations filed with the New York State Division of Housing and Community Renewal ("DHCR"), including the initial registration and all subsequent annual registrations for each unit. Please include copies of the apartment registration forms (Form RR-1 and Form DHCR-Annual) for each unit for the past ten (10) years or such longer period as is available

34. Rent Regulation Status. A schedule identifying which residential units (if any) are currently subject to the Rent Stabilization Law, the Rent Stabilization Code, the Emergency Tenant Protection Act ("ETPA"), or any form of rent control, together with an explanation of the regulatory basis for such status (e.g., receipt of J-51 benefits, 421-a benefits, voluntary registration, or otherwise).

35. Preferential Rent. Copies of all preferential rent riders or agreements for any residential unit, including documentation of the legal regulated rent and the preferential rent charged.

36. IAI and MCI Documentation. Copies of all documentation relating to individual apartment improvement ("IAI") rent increases claimed for any unit, including invoices, receipts, and worksheets. Copies of all major capital improvement ("MCI") applications filed with DHCR, together with any orders, determinations, or rent adjustment schedules issued by DHCR in connection therewith.

37. DHCR Proceedings. Copies of all DHCR complaints, overcharge complaints, fair market rent appeals, orders, decisions, and other proceedings involving any residential unit at the Property, whether pending, resolved, or dismissed.

38. Residential Vacancies. A schedule of all residential units currently vacant, indicating for each unit the date on which the unit was vacated, the reason for the vacancy, the last-charged rent, the legal regulated rent (if applicable), and the current status of any unit turnover or renovation work. C. Ancillary Revenue Agreements

39. Ancillary Income Agreements. Copies of all agreements generating ancillary income for the Property (which we understand totals approximately $2,640,000 annually), including but not limited to: (a) All antenna, telecommunications, rooftop, and cellular tower license or lease agreements; (b) All signage, billboard, and exterior advertising license agreements; and (c) All parking agreements, parking licenses, or par

40. Other Occupancy Agreements. Copies of any other license agreements, concession agreements, storage agreements, temporary use agreements, or other occupancy agreements relating to the Property not otherwise described above.

IV. FINANCIAL AND OPERATING INFORMATION A. Historical Financial Statements

41. Annual Operating Statements. Annual operating statements for the Property for each of the past five (5) fiscal or calendar years (2021 through 2025), with line-item detail for each major revenue and expense category, including without limitation: (a) Gross Potential Rent (currently $9,333,500 in the aggregate, comprised of retail rent of approximately $2,145,000, office rent of approximately $5,352,500, and resid

42. Monthly Operating Statements. Monthly operating statements for the Property for the most recent twenty-four (24) months, with the same level of detail as requested for the annual statements.

43. Year-to-Date Operating Statement. A current year-to-date operating statement for the Property through the most recent month-end available.

44. General Ledger. General ledger detail for all Property-related accounts for the most recent twenty-four (24) months, in electronic format (Excel or CSV preferred). B. Budget and Projections

45. Current Year Budget. The current year (2026) operating budget for the Property, including all assumptions, footnotes, and supporting schedules.

46. Seller Projections. Any Seller-prepared projections, pro formas, internal investment analyses, return calculations, or financial models relating to the Property, whether prepared by the Seller, the Seller's property manager, or any third-party advisor. C. Operating Expenses

47. Operating Expense Detail. A detailed breakdown of all operating expenses for the Property (which we understand total approximately $3,836,000 on a current annualized basis), including without limitation: (a) Real Estate Taxes: $2,640,000 (Fiscal Year 2025/2026); (b) Insurance: $312,000; (c) Utilities (common area): $198,000 (electric, gas, water/sewer, and steam, as applicable); (d) Repairs and Maintenance: $276,

48. Utility Invoices. Copies of all utility invoices for the most recent twenty-four (24) months, including electric, gas, water/sewer, and steam (if applicable), for both common area accounts and any accounts for which the Seller is the account holder.

49. Capital Expenditures — Historical. A schedule of all capital expenditures made with respect to the Property in the past five (5) years, including a description of each project, the date of completion, the total cost, and the contractor or vendor. We understand that the Seller undertook a capital improvement program from 2016 through 2020 at a total cost of approximately $14,200,000. Please provide a detailed brea

50. Capital Expenditures — Anticipated. A schedule of any deferred maintenance items, anticipated capital expenditures, planned capital improvements, or other capital projects currently contemplated or budgeted by the Seller, together with the estimated cost and timeline for each such item. D. Accounts Receivable

51. Accounts Receivable Aging Report. A current tenant accounts receivable aging report for the Property, aged by 0–30 days, 31–60 days, 61–90 days, and over 90 days, for both commercial and residential tenants.

52. Rent Concessions. A schedule of any rent abatements, free rent periods, rent deferrals, or other concessions currently in effect or anticipated to take effect under the terms of any lease, together with the dollar amount and duration of each concession.

53. Tax Bills — Historical. Real property tax bills for the Property for the past five (5) fiscal years, together with evidence of payment of all taxes due.

54. Current Tax Bill. The current Fiscal Year 2025/2026 tax bill for the Property (reflecting real estate taxes of $2,640,000).

55. Tentative Assessment. A copy of the Notice of Tentative Assessed Value for Fiscal Year 2026/2027, reflecting an assessed value of $48,200,000, Tax Class 4, together with any documentation of the Seller's review or challenge of such assessment.