Contract analysis

Section 1: Matter Information Matter Number: 1026-00003 Matter Name: Briarwood Family Office LLC — Acquisition of 450 West 34th Street, New York, NY Date Opened: February 25, 2026 Practice Group: Real Estate Matter Type: Real Estate Acquisition (Commercial — Mixed-Use) Office: One Liberty Plaza, 38th Floor, New York, NY 10006 Matter Status: Active — Prospective / LOI Stage Governing Law: New York This matter involves

Section 2: Client Information Client Full Legal Name: Briarwood Family Office LLC Client Short Name / Acronym: Briarwood / BFO Entity Type: Limited Liability Company Jurisdiction of Organization: Delaware EIN: 83-2947156 Principal Office Address: 680 Park Avenue, 9th Floor, New York, NY 10065 Client Principal / Primary Contact: Theodore R. Ashworth, Founder & Managing Principal Telephone: (212) 555-0184 Email: t.ashw

Section 3: Engagement Team Responsible Partner: Angela Fontaine, Partner, Real Estate Department Direct Line: (212) 555-0341 Email: a.fontaine@calderwoodharkness.com Bar Admission: New York, 2001 Billing Partner: Douglas Fairchild, Partner, Real Estate Department Direct Line: (212) 555-0278 Email: d.fairchild@calderwoodharkness.com Bar Admission: New York, 1997 Lead Associate: Cynthia Ho, Associate, Real Estate Depar

Section 4: Matter Description and Scope of Engagement A. Transaction Summary Briarwood Family Office LLC ("BFO" or "Buyer") is pursuing the acquisition of a fourteen-story mixed-use building located at 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property") from Meridian Gateway Holdings LLC ("Meridian" or "Seller"), a New York limited liability company, for a gross p

1. Letter of Intent. Negotiation and documentation of the letter of intent between Buyer and Seller, including the establishment of key business terms, exclusivity provisions, and the framework for the due diligence period.

2. Preliminary Legal Due Diligence. Comprehensive legal due diligence on the Property, including but not limited to: (a) Title examination and review of the title commitment and all exceptions thereto; (b) Survey review, including coordination of an updated ALTA/NSPS survey; (c) Review of all existing leases, amendments, guarantees, and related tenant correspondence; (d) Environmental review, including coordination o

3. Formation of Acquisition SPV. Formation of BFO 450 West 34th LLC as a Delaware limited liability company, with Briarwood Family Office LLC as sole member, to serve as the acquisition vehicle for the Property.

4. Purchase and Sale Agreement. Drafting and negotiation of the purchase and sale agreement, including all schedules, exhibits, and ancillary closing documents.

5. Financing Coordination. Coordination with lender's counsel in connection with the proposed senior mortgage from Pinnacle Federal Savings Bank and the preferred equity investment from Caliber Point Capital Partners LP, including review and negotiation of loan documents and preferred equity documentation as necessary to protect Buyer's interests.

6. Third-Party Coordination. Coordination with the client's third-party consultants, including the environmental consultant, appraiser, surveyor, insurance broker, title insurer, and accountant/tax advisor.

7. Closing. Representation of Buyer through the closing of the transaction, including preparation, review, and negotiation of all closing deliverables, settlement statements, transfer tax returns, and post-closing matters. C. Acquisition Vehicle The acquisition will be consummated through a newly formed special purpose entity: Entity Name: BFO 450 West 34th LLC (to be formed) Entity Type: Delaware Limited Liability C

Section 5: Counterparty and Adverse Party Information A. Seller. Full Legal Name: Meridian Gateway Holdings LLC Short Name: Meridian / MGH Entity Type: New York limited liability company EIN: 27-6831044 Principal Office Address: 1440 Broadway, Suite 2200, New York, NY 10018 Managing Member: Victor S. Papadopoulos Co-Managing Member: Elena K. Rosenberg Based on preliminary research, Meridian Gateway Holdings LLC appea

Section 6: Deal Value and Financial Summary A. Purchase Price and Deposit Structure Gross Purchase Price: $120,000,000 Earnest Money Deposit (Initial): $6,000,000, representing five percent (5%) of the gross purchase price, to be deposited with Prestige Escrow Services LLC, 1 Penn Plaza, Suite 4500, New York, NY 10119, within three (3) business days following the execution and delivery of the purchase and sale agreem

Section 7: Key Dates and Timeline The following table sets forth the key dates and milestones currently anticipated for the transaction. All dates are subject to change based on the progress of negotiations, due diligence, and financing. The forty-five (45) calendar day due diligence period is measured from the date of full execution and delivery of the purchase and sale agreement. The Buyer will have the right to te

Section 8: Related Parties and Third-Party Professionals The following third-party professionals and service providers have been identified in connection with this transaction. Conflicts clearance has been obtained with respect to all parties listed below, as reflected in the Conflict Check Memorandum dated February 25, 2026 (Attachment B). A. Title Insurer Firm: Granite State Title Insurance Company Address: 140 Bro

I. Survey Firm Firm: Clearview Land Surveyors Inc. An existing ALTA/ACSM survey of the Property is on file, dated March 2, 2011. This survey is stale and does not reflect current conditions or comply with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys. An updated ALTA/NSPS survey will be commissioned and is expected to be completed within three to four weeks of engagement. The updated

Section 9: Conflicts Check A comprehensive conflict of interest search was conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy and the New York Rules of Professional Conduct. The Conflict Check Memorandum, dated February 25, 2026, is attached hereto as Attachment B and incorporated herein by reference. The conflicts search was run against all parties identified in Sections 2, 5, and 8

Section 10: Billing Arrangements Billing Type: Hourly Applicable Billing Rates: Fee Estimate for Full Engagement (LOI through Closing): $275,000 – $350,000 This estimate is based on the anticipated scope of work described in Section 4 above and assumes a transaction of customary complexity for a New York City mixed-use commercial property acquisition of this size. The estimate includes attorney time for LOI negotiati

Section 11: Property Summary Property Address: 450 West 34th Street, New York, NY 10001 Block/Lot: Block 754, Lot 42, Borough of Manhattan Gross Building Area: Approximately 186,400 square feet Building Class: Mixed-use (retail, office, residential rental) Number of Floors: Fourteen (14) stories plus cellar Year Built: 1928 Renovation History: Substantial renovation completed between 2016 and 2020, with approximately

Section 12: Special Considerations and Risk Flags The engagement team has identified the following issues that warrant heightened attention during the due diligence and transaction negotiation process. Each of these items is flagged for the awareness of the Responsible Partner and the client team.

1. Debt Service Coverage Ratio Concern Based on the Property's in-place net operating income of $6,960,000 and the indicative terms of the proposed senior mortgage from Pinnacle Federal Savings Bank ($78,000,000 at an estimated rate of 6.60%, thirty-year amortization), the estimated annual debt service is approximately $5,989,000, resulting in a debt service coverage ratio of approximately 1.16x. This is below the ty

2. CEMA Opportunity — Mortgage Recording Tax Savings New York State and New York City impose mortgage recording taxes at a combined rate of approximately 2.80% on new mortgage recordings (for mortgages of $500,000 or more on commercial property in New York City). On a new $78,000,000 mortgage, the total mortgage recording tax would be approximately $2,184,000. However, a consolidation, extension, and modification agr

3. Phase I Environmental Site Assessment — Age and Validity The existing Phase I Environmental Site Assessment for the Property is dated June 15, 2020, and is therefore more than 180 days old. Under ASTM E1527-21 and the All Appropriate Inquiries rule (40 C.F.R. Part 312), a Phase I ESA that is more than 180 days old does not provide the user with the protections of the innocent landowner, contiguous property owner,

4. Stale Survey The existing ALTA/ACSM survey of the Property is dated March 2, 2011, and does not comply with the current 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys. An updated survey is required by the title insurer for the issuance of survey-related endorsements (including the survey endorsement, access endorsement, and location endorsement) and by the senior lender as a condition t

5. Rent Stabilization — Residential Component The Property's residential component comprises thirty-eight (38) rental units on Floors 10 through 14. A comprehensive analysis of the rent stabilization status of these units must be conducted as part of the due diligence process. The Housing Stability and Tenant Protection Act of 2019 ("HSTPA") significantly amended the rent stabilization framework in New York, includin

6. Mansion Tax Applicability New York State imposes a "mansion tax" (formally, the additional transfer tax under N.Y. Tax Law § 1402-a) on transfers of residential real property where the consideration for the residential portion exceeds $1,000,000. In the context of a mixed-use building acquisition, the mansion tax is applied to the portion of the purchase price allocable to the residential component. The engagement

7. Near-Term Lease Rollover — Calderon Specialty Insurance Digital Media Corp. The office tenant Calderon Specialty Insurance Digital Media Corp. occupies space on one or more of the office floors pursuant to a lease that expires on January 31, 2028. This represents a near-term rollover risk, as the lease will expire approximately nineteen months after the anticipated closing date. The engagement team will review the

8. Management Agreement — Atlas Urban Management Corp. The existing property management agreement between the Seller and Atlas Urban Management Corp. runs through December 31, 2027 and provides for a management fee of 4.0% of effective gross income. The engagement team will need to obtain and review the management agreement in full, with particular attention to (i) any change-of-control or assignment provisions that

Section 13: Approvals and Signatures This New Matter Intake Memorandum has been prepared, reviewed, and approved by the undersigned in accordance with Calderwood & Harkness LLP's internal new matter intake policies and procedures. By signing below, each individual confirms that, to the best of their knowledge, the information contained herein is accurate and complete, that the requisite conflicts clearance has been o