Contract analysis

1. Purpose and Confirmation of Engagement Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Briarwood Family Office LLC, a Delaware limited liability company ("Briarwood" or the "Client"), in connection with the prospective acquisition described in Section 2 below. We are pleased that Briarwood has chosen to entrust this significant transaction to our Firm, and we look forward to wo

2. Description of the Matter 2.1 Transaction Overview Briarwood is pursuing the acquisition (the "Acquisition" or the "Transaction") of the property located at 450 West 34th Street, New York, New York 10001, designated as Block 754, Lot 42 on the Tax Map of the Borough of Manhattan, City and County of New York (the "Property"). The Property consists of a fourteen (14)-story mixed-use building containing retail, offic

3. Scope of Representation 3.1 Included Services The Firm's representation of Briarwood (and its Acquisition SPV) in connection with the Transaction will encompass the following services: (a) Letter of Intent (LOI) Phase. Drafting, reviewing, negotiating, and finalizing a non-binding letter of intent (the "LOI") between Briarwood (or its designee, the Acquisition SPV) and Meridian for the acquisition of the Property.

4. Engagement Team 4.1 Responsible Partner Angela Fontaine, a Partner in the Firm's Real Estate Practice Group, will serve as the responsible partner and primary point of contact for this matter. Ms. Fontaine will have overall supervisory responsibility for the engagement and will be the principal attorney responsible for strategic advice, key negotiations with Seller's counsel, and management of the engagement team.

5. Client Contact Information The Firm's primary client contacts for this matter will be the following individuals: • Theodore R. Ashworth, Founder & Managing Principal, Briarwood Family Office LLC, telephone: (212) 832-4500, email: tashworth@briarwoodfo.com • Margaux Ashworth-Levine, Principal & Head of Real Estate Investments, Briarwood Family Office LLC, telephone: (212) 832-4511, email: mashworthlevine@briarwoodf

6. Fees and Billing Arrangements 6.1 Hourly Rates Services rendered by the Firm in connection with this matter will be billed on an hourly basis at the Firm's standard rates, which are currently as follows: Paralegal and other professional staff rates vary depending on seniority and experience. Time will be recorded in increments of one-tenth (0.1) of an hour. The Firm's hourly rates are subject to periodic adjustmen

7. Retainer No retainer deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer deposit at any time if circumstances warrant, including but not limited to situations in which the Firm determines that a retainer deposit is appropriate in light of the scope or complexity of the engagement or the status of the Client's account. Any retainer deposit received will be h

8. Client Identification and Tax Information For the Firm's records and in compliance with applicable regulatory requirements, we note the following information regarding the Client: • Client Full Legal Name: Briarwood Family Office LLC • Entity Type: Delaware limited liability company • Employer Identification Number (EIN): 83-2947156 • Principal Office Address: 680 Park Avenue, 9th Floor, New York, New York 10065 T

9. Confidentiality All information provided by the Client to the Firm in connection with this engagement will be treated as confidential in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and other applicable rules governing attorney-client privilege and the duty of confidentiality. The Firm will not disclose such information to any third party without the Client's

10. Conflicts of Interest The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the requirements of the New York Rules of Professional Conduct. Based on the information currently available to the Firm, we have not identified any conflicts of interest that would preclude us from undertaking this engagement. The Client understands and acknowledges that the Firm's representa

11. Document Retention Upon the conclusion of this engagement, the Firm will retain the Client's files (including electronic files) in accordance with the Firm's document retention policy then in effect. The Firm will return original documents to the Client upon written request. The Firm may destroy or dispose of the Client's files after a period of ten (10) years following the conclusion of the engagement, unless th

12. Termination Either the Firm or the Client may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Client will remain responsible for payment of all fees for services rendered and all disbursements and expenses incurred through the effective date of termination. Upon termination of the engagement, the Firm will take reasonable steps to prot

13. Governing Law This Engagement Letter and the relationship between the Firm and the Client arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of the Client shall be subject to the exclusive jurisdiction of the courts

14. Limitation of Liability To the fullest extent permitted by applicable law and the New York Rules of Professional Conduct, the Firm's aggregate liability to the Client for any and all claims, losses, damages, costs, or expenses arising from or related to this engagement, whether based on contract, tort, negligence, or any other theory of liability, shall not exceed the total amount of legal fees actually paid by t

15. No Guarantee of Outcome While the Firm will devote its best professional efforts and bring its considerable experience to bear in representing Briarwood in connection with this Transaction, the Firm makes no guarantees, representations, or warranties regarding the outcome of the Transaction, the successful consummation of the Acquisition, or any particular result. The practice of law involves inherent uncertainti

16. Acceptance If the foregoing terms and conditions are acceptable to the Client, please countersign this letter in the space provided below and return a fully executed copy to the undersigned. Your countersignature will confirm Briarwood Family Office LLC's agreement to the terms set forth in this Engagement Letter and will authorize the Firm to proceed with the engagement described herein. We look forward to worki