Contract analysis

I. Introduction This firm represents Briarwood Family Office LLC ("Briarwood"), a Delaware limited liability company with offices located at 680 Park Avenue, 9th Floor, New York, New York 10065, and its wholly owned acquisition subsidiary, BFO 450 West 34th LLC (the "Purchaser"), a Delaware limited liability company to be formed as a single-purpose entity for the purpose of acquiring the real property described herei

II. Background on the Existing Mortgage Based upon our title examination and review of publicly available records through the Office of the City Register of the City of New York (Automated City Register Information System, or "ACRIS"), we understand the following with respect to the Existing Mortgage: Lender: Eastbridge Commercial Bank, N.A. Borrower: Meridian Gateway Holdings LLC Original Principal Amount: $41,100,0

III. Description of the Proposed Acquisition and New Financing The material terms of the proposed acquisition and related financing are as follows: Purchaser: BFO 450 West 34th LLC, a Delaware limited liability company (to be formed as a single-purpose entity and wholly owned subsidiary of Briarwood Family Office LLC). Seller: Meridian Gateway Holdings LLC, a New York limited liability company. Property: 450 West 34t

IV. Explanation of the CEMA Structure and Tax Savings As Eastbridge is likely aware, under New York Tax Law § 253 and § 253-a, and the New York City Administrative Code, a mortgage recording tax ("MRT") is imposed on all new mortgages recorded in New York City. For mortgages securing indebtedness of more than $500,000.00, the combined New York State and New York City MRT rate applicable to commercial transactions in

V. Specific Requests to Eastbridge In light of the foregoing, we respectfully make the following specific requests of Eastbridge:

1. Cooperation in the CEMA Transaction We request that Eastbridge agree to cooperate in the CEMA transaction by assigning (rather than satisfying and discharging) the Existing Mortgage to Pinnacle Federal Savings Bank, or such other designee as the New Lender may direct, at the closing of the Purchaser's acquisition of the Property. The assignment would occur simultaneously with: (a) Eastbridge's receipt of the full

2. Payoff Letter with CEMA Cooperation Language We request that Eastbridge issue a formal payoff statement and letter reflecting the exact payoff amount for the Existing Mortgage as of the anticipated closing date of June 30, 2026, together with a per diem interest figure for each day thereafter through and including the outside closing date of July 31, 2026. We further request that the payoff letter include standard

3. Delivery of Assignment Documents We request that Eastbridge prepare and deliver, or authorize Calderwood & Harkness LLP or the title company (Granite State Title Insurance Company) to prepare on Eastbridge's behalf, the following documents in connection with the CEMA transaction: (a) Assignment of Mortgage — An assignment of the Existing Mortgage from Eastbridge Commercial Bank, N.A. to Pinnacle Federal Savings Ba

4. CEMA Cooperation Fee We acknowledge that Eastbridge may charge a customary CEMA cooperation or processing fee in connection with its agreement to assign, rather than satisfy, the Existing Mortgage. Such fees are standard in commercial CEMA transactions in New York City, and the Purchaser is prepared to pay a reasonable CEMA cooperation fee to Eastbridge in consideration for the Bank's cooperation. We respectfully

5. Timeline and Coordination As noted above, the target closing date for the Purchaser's acquisition of the Property is June 30, 2026, with an outside closing date of July 31, 2026. In order to ensure that the CEMA transaction can be completed in a timely and orderly manner, we respectfully request that Eastbridge confirm its willingness to cooperate in the CEMA transaction as promptly as practicable, and ideally wit

VI. Seller's Consent We wish to advise Eastbridge that the Seller, Meridian Gateway Holdings LLC, through its Managing Member, Victor S. Papadopoulos, and its Co-Managing Member, Elena K. Rosenberg, is aware of and has consented to the CEMA structure described in this letter. The Purchase and Sale Agreement between the Seller and the Purchaser, dated as of March 14, 2026, expressly contemplates the cooperation of the

VII. Contact Information for Coordination All communications regarding the CEMA transaction, including the payoff letter, assignment documents, cooperation fee, and any related matters, should be directed to the following individuals at this firm: Angela Fontaine, Partner Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-8412 Email: afontaine@calderwoodharkness.com

VIII. Closing We greatly appreciate Eastbridge's prompt attention to this request and its anticipated cooperation in the CEMA transaction. We believe that the Bank's cooperation will be mutually beneficial, as it will facilitate an orderly closing and the timely satisfaction of the Existing Mortgage while enabling the Purchaser to achieve meaningful savings on mortgage recording tax. Eastbridge will receive the full