Contract analysis

1. The Property The property that is the subject of this proposed transaction (collectively, the "Property") is located at 450 West 34th Street, New York, New York 10001, and is identified on the Tax Map of the City of New York, Borough of Manhattan, as Block 754, Lot 42. The Property consists of a fourteen (14)-story mixed-use building, plus cellar level, containing approximately one hundred eighty-six thousand four

2. Purchase Price The gross purchase price for the Property shall be One Hundred Twenty Million Dollars ($120,000,000) (the "Purchase Price"), payable in immediately available funds at Closing, subject to customary prorations, adjustments, and credits as set forth in the PSA. For reference purposes, the Purchase Price represents the following investment metrics, based upon information provided by Seller: (a) A price

3. Earnest Money Deposit 3.1 Initial Deposit Within three (3) business days following the full execution and delivery of the PSA by both parties, Buyer shall deposit the sum of Six Million Dollars ($6,000,000) (the "Initial Deposit"), representing five percent (5%) of the Purchase Price, with Prestige Escrow Services LLC, located at 1 Penn Plaza, Suite 4500, New York, New York 10119, as escrow agent (the "Escrow Agen

4. Buyer's Designee Buyer reserves the right, at any time prior to Closing, to assign its rights and obligations under the PSA to a wholly owned single-purpose entity formed for the purpose of acquiring and holding title to the Property. Buyer anticipates that the Designee will be BFO 450 West 34th LLC, a Delaware limited liability company to be formed prior to Closing, of which Briarwood Family Office LLC shall be t

5. Due Diligence Period Buyer shall have a period of forty-five (45) calendar days commencing on the date of full execution and delivery of the PSA (the "Due Diligence Period") to conduct its due diligence review and investigation of the Property. By way of illustration, if the PSA is fully executed and delivered on the target date of April 11, 2026, the Due Diligence Period would expire at 5:00 p.m. (Eastern Time) o

6. Access and Cooperation Commencing upon the execution of this Letter and continuing through the Due Diligence Period and, thereafter, through the Closing or earlier termination of the PSA, Seller shall provide Buyer and its authorized representatives — including Buyer's counsel, Calderwood & Harkness LLP, and Buyer's consultants, engineers, environmental professionals, appraisers, surveyors, and other third-party a

7. Title and Survey At Closing, Seller shall convey to Buyer (or its Designee) good and marketable fee simple title to the Property by delivery of a bargain and sale deed with covenant against grantor's acts (the "Deed"), duly executed, acknowledged, and in proper form for recording, free and clear of all liens, mortgages, pledges, security interests, encumbrances, claims, easements, restrictions, covenants, and othe

8. Tenant Leases and Estoppels Seller represents that the Property is currently approximately 87.4% occupied, with occupancy rates by use type as follows: retail space — 100% occupied; office space — approximately 81.2% occupied; and residential rental units — approximately 94.7% occupied (36 of 38 units occupied). The current rent roll, which Seller represents to be true, correct, and complete in all material respec

9. Representations and Warranties The PSA shall contain customary and comprehensive representations and warranties of Seller with respect to the Property and the transaction, including, without limitation, representations and warranties as to the following matters: (a) Organization and Authority. Meridian Gateway Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under

10. Prorations and Adjustments The PSA shall provide for customary prorations and adjustments between Buyer and Seller, calculated as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date. Prorations and adjustments shall include, without limitation, the following: (a) Real Property Taxes. Real property taxes and assessments (current fiscal year 2025/2026 annual taxes are approximately Two Mi

11. Transfer Taxes and Closing Costs Closing costs and transfer taxes shall be allocated between the parties as follows: Seller's Obligations: (a) New York City Real Property Transfer Tax (RPTT) at the rate of 2.625% of the Purchase Price: $120,000,000 × 2.625% = $3,150,000; (b) New York State Real Estate Transfer Tax at the rate of $2.00 per $500 of consideration (0.40%), plus the additional tax imposed on transfers

12. Conditions to Closing Buyer's Conditions to Closing. Buyer's obligation to proceed to Closing shall be subject to the satisfaction (or written waiver by Buyer) of the following conditions precedent, among such other conditions as may be set forth in the PSA: (a) The representations and warranties of Seller set forth in the PSA shall be true, correct, and complete in all material respects as of the Closing Date wi

13. Closing Target Closing Date. The Closing of the transaction contemplated hereby (the "Closing") shall take place on June 30, 2026 (the "Target Closing Date"), or such other date as may be mutually agreed upon by the parties in writing. The PSA shall provide for the right of either party to adjourn the Closing for a period not to exceed thirty (30) days, subject to such terms and conditions as may be negotiated. O

14. Binding Provisions Notwithstanding the non-binding nature of this Letter as set forth in the introductory paragraph above, the provisions of this Section 14, including Sections 14.1 through 14.4 below, shall be legally binding upon the parties and enforceable in accordance with their terms upon the execution and delivery of this Letter by both parties. 14.1 Exclusivity. From the date of execution of this Letter t

15. PSA Negotiation and Next Steps The parties shall negotiate diligently and in good faith toward the execution and delivery of a mutually acceptable PSA incorporating the terms and conditions set forth herein, together with such additional terms and conditions as are customary for transactions of this type in the New York metropolitan area. The target date for full execution and delivery of the PSA is April 11, 202

16. Expiration This Letter shall automatically expire and be of no further force or effect if it is not duly executed by Seller and returned to Buyer (or Buyer's counsel) on or before 5:00 p.m. (Eastern Time) on March 14, 2026. If this Letter expires without execution by Seller, neither party shall have any rights, obligations, or liabilities hereunder.

17. Counterparts This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter by electronic mail in portable document format (PDF), or by any other electronic transmission method that provides a complete and legible copy thereof, shall be equally