Contract analysis

I. Introduction and Purpose This memorandum provides a comprehensive summary of the principal terms of the Letter of Intent (the "LOI") executed on March 14, 2026, between Briarwood Family Office LLC ("Briarwood" or "BFO"), or its designee, BFO 450 West 34th LLC, a single-purpose Delaware limited liability company to be formed (the "Purchaser"), as prospective purchaser, and Meridian Gateway Holdings LLC ("Meridian"

II. Summary of Key Commercial Terms The following sections summarize the key commercial terms reflected in the executed LOI. As discussed in greater detail in Section III below, the substantive commercial terms are non-binding and remain subject to negotiation and the mutual execution and delivery of a definitive PSA. A. The Property The Property consists of the fee simple interest in the real property, together with

I. Transfer Taxes The LOI addresses the allocation of transfer taxes as between Buyer and Seller as follows: New York City Real Property Transfer Tax. The NYC RPTT applicable to the transaction is estimated at $3,150,000, calculated as 2.625% of the $120,000,000 purchase price (the applicable rate for commercial or mixed-use conveyances where the consideration exceeds $500,000). This tax is the Seller's obligation un

III. Binding vs. Non-Binding Provisions A clear understanding of the distinction between the binding and non-binding provisions of the LOI is critical, as it defines the legal obligations of the parties during the period between LOI execution and the anticipated execution of the PSA. This section summarizes that distinction in detail. A. Non-Binding Provisions The purchase price, deposit structure, due diligence peri

1. Exclusivity. Meridian has agreed to negotiate exclusively with Briarwood for a period of sixty (60) days following the date of LOI execution — that is, through and including May 13, 2026. During the exclusivity period, Meridian has covenanted that it shall not, directly or indirectly: (a) solicit, encourage, or initiate contact with any other prospective purchaser or investor with respect to a potential sale, join

2. Confidentiality. Each party has agreed to maintain the confidentiality of the LOI, all negotiations related to the proposed transaction, and all information exchanged between the parties in connection with the proposed acquisition. The confidentiality obligation is subject to limited exceptions for disclosures: (a) required by applicable law, regulation, or court order; (b) made to each party's respective professi

3. Governing Law. The LOI, including both its binding and non-binding provisions, is governed by and shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles.

4. Expenses. Each party shall bear its own costs and expenses incurred in connection with the negotiation, documentation, and consummation (or non-consummation) of the proposed transaction, including but not limited to attorneys' fees, consulting fees, due diligence costs, and filing fees. No break-up fee or expense reimbursement obligation was agreed upon. The implications of the absence of a break-up fee are discus

5. Counterparts and Electronic Signatures. The LOI may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery by electronic signature (including via DocuSign or similar platform) shall be deemed valid and binding. C. Note on Break-Up Fee During the LOI negotiation process, Meridian's counsel initially propo

IV. Existing Tenant Summary The LOI contemplates that the PSA will require the Seller to deliver tenant estoppel certificates from the major commercial tenants of the Property as a condition to closing. The scope, form, and required content of the estoppel certificates, as well as the consequences of a tenant's failure or refusal to deliver an estoppel, will be negotiated in the PSA. Calderwood & Harkness LLP will ad

V. Financing Considerations The LOI does not condition the transaction on the Buyer's ability to obtain financing. There is no financing contingency in the LOI, and it is not anticipated that a financing contingency will be included in the PSA. This means that if the Buyer is unable to secure acquisition financing on satisfactory terms, the Buyer would nevertheless be obligated to close the transaction (or forfeit th

VI. Property Management The Property is currently managed by Atlas Urban Management Corp. (contact: Gerald Fitch, Senior Property Manager), located at 330 West 42nd Street, 7th Floor, New York, New York 10036. The existing management agreement between Meridian and Atlas Urban Management Corp. provides for a management fee equal to 4.0% of effective gross income generated by the Property. The term of the management ag

VII. Next Steps The following action items and workstreams will need to be advanced promptly in order to meet the target timeline set forth in the LOI. Calderwood & Harkness LLP will coordinate the legal workstreams and serve as the central point of contact for all transaction-related activities. A. PSA Negotiation and Drafting (Target: April 11, 2026 Execution)

1. Preparation of Draft PSA. Calderwood & Harkness LLP will prepare a Buyer's-form draft PSA based on the terms reflected in the LOI. The draft PSA will be circulated internally to Margaux Ashworth-Levine and Theodore R. Ashworth for review and comment prior to submission to Seller's counsel. We anticipate that the initial draft will be ready for internal review within seven (7) to ten (10) business days of the date

2. Coordination with Seller's Counsel. Following Briarwood's review and approval of the draft PSA, Calderwood & Harkness LLP will transmit the draft to Hargrove, Pettigrew & Sloane LLP (Jonathan D. Hargrove / Rebecca Tran) and coordinate a negotiation schedule. We anticipate two to three rounds of mark-up and exchange, with targeted resolution of open issues through conference calls and, if necessary, in-person negot

3. Key PSA Negotiation Issues. The following issues are anticipated to be the primary points of negotiation in the PSA: (a) Scope and survival of Seller's representations and warranties; (b) Definition of "Permitted Exceptions" and the scope of title objections and cure rights; (c) Estoppel certificate requirements, including the form of estoppel and the threshold percentage of occupied space for which estoppels must

1. Formation of BFO 450 West 34th LLC. Calderwood & Harkness LLP will prepare and file a Certificate of Formation for BFO 450 West 34th LLC with the Delaware Secretary of State. The entity will be formed as a Delaware limited liability company with Briarwood Family Office LLC as its sole member.

2. LLC Agreement. Calderwood & Harkness LLP will prepare a Limited Liability Company Agreement for BFO 450 West 34th LLC. The LLC Agreement will include single-purpose entity and separateness covenants that are customarily required by institutional mortgage lenders, including Pinnacle Federal Savings Bank, for borrowing entities. Such covenants typically include requirements that the entity: (a) maintain its existenc

3. EIN. Calderwood & Harkness LLP will coordinate with Edgemont Nash & Co. LLP (Laura Siddiqui, CPA) to obtain a Federal Employer Identification Number ("EIN") for the SPV.

4. New York Qualification. The Delaware LLC will also need to be qualified to do business in New York State, which will require filing an Application for Authority with the New York Department of State. This filing will be coordinated in connection with the closing. C. Due Diligence A comprehensive due diligence program will be launched promptly following PSA execution. However, several preliminary due diligence acti

1. Due Diligence Request List. Calderwood & Harkness LLP will prepare and transmit a comprehensive due diligence request list to Seller's counsel (Hargrove, Pettigrew & Sloane LLP, attention Rebecca Tran) within five (5) business days of PSA execution. The request list will cover, among other categories, organizational documents, leases and amendments, rent rolls, operating statements, tax bills, insurance policies,

2. Phase I Environmental Site Assessment. Calderwood & Harkness LLP will engage Whitmore Environmental Sciences LLC (Dr. Samantha Reeves, Principal) to prepare an updated Phase I Environmental Site Assessment in accordance with ASTM E1527-21 standards. The existing Phase I ESA for the Property is dated June 15, 2020, which is more than 180 days old and therefore cannot serve as a current baseline. An updated Phase I

3. ALTA/NSPS Survey. Calderwood & Harkness LLP will engage Clearview Land Surveyors Inc. to prepare an updated ALTA/NSPS land title survey of the Property. The existing survey of the Property is dated March 2, 2011, and is stale for purposes of the proposed transaction. An updated survey will be required by the title insurance company and by Pinnacle Federal Savings Bank, and will also be used to identify any encroac

4. Title Search and Title Insurance. Calderwood & Harkness LLP will order an updated title search from Granite State Title Insurance Company (Martin Clearfield, Title Officer). The existing owner's title insurance policy (Policy No. GST-2011-04872) insured the Property at $68,500,000 in connection with Meridian's original acquisition. A new owner's title insurance policy in the amount of $120,000,000 will be required

5. Appraisal. Calderwood & Harkness LLP will engage Kensington Valuation Group Inc. (Robert Huang, MAI, Senior Appraiser) to prepare an independent appraisal of the Property. The appraisal will be prepared in accordance with USPAP standards and will be required by Pinnacle Federal Savings Bank for mortgage underwriting purposes. The appraisal will also serve as an independent valuation benchmark for Briarwood's own i

6. Zoning and Land Use Review. Calderwood & Harkness LLP will engage Halcyon Planning Associates LLC (Mark Espinoza, AICP) to conduct a comprehensive zoning and land use review of the Property. The review will confirm the Property's zoning classification, confirm as-of-right uses, assess compliance with bulk, height, setback, and FAR requirements, and analyze unused development rights. Based on preliminary informatio

7. Insurance Coverage Assessment. Calderwood & Harkness LLP will coordinate with Lockhart & Pryor Insurance Advisors LLC (Nadia Kowalski) to review the existing insurance coverage for the Property and to prepare recommendations for the insurance program to be implemented by Briarwood upon acquisition. Pinnacle Federal Savings Bank will impose specific insurance requirements, including minimum coverage amounts, named

8. Violation Searches. Calderwood & Harkness LLP will conduct comprehensive violation searches with the following agencies: • New York City Department of Buildings ("DOB"); • Environmental Control Board ("ECB"); • New York City Department of Housing Preservation and Development ("HPD"); and • Fire Department of the City of New York ("FDNY"). Any open violations will be identified, and the PSA will address the Seller'

9. Lease Abstraction and Rent Regulation Analysis. Calderwood & Harkness LLP and its associates will prepare detailed abstracts of all commercial leases and amendments, identifying key terms including base rent, escalation provisions, renewal options, termination rights, co-tenancy clauses, exclusivity provisions, tenant improvement obligations, and landlord consent rights. For the 38 residential units, a rent regula

10. Seller's Organizational Documents and Authority. Calderwood & Harkness LLP will review the Seller's organizational documents, including Meridian Gateway Holdings LLC's Articles of Organization, Operating Agreement, and any amendments thereto, to confirm that Victor S. Papadopoulos and Elena K. Rosenberg have the requisite authority to authorize and consummate the sale of the Property on behalf of Meridian. D. Fin

1. Pinnacle Federal Savings Bank Term Sheet. Calderwood & Harkness LLP will follow up with Pinnacle Federal Savings Bank (Daniel Ortega, SVP) regarding the anticipated issuance of a term sheet for the senior mortgage. Once a term sheet is received, Calderwood & Harkness LLP will review the term sheet, negotiate key terms on Briarwood's behalf, and coordinate with Briarwood's investment team regarding loan structuring

2. CEMA Discussions. Calderwood & Harkness LLP will initiate discussions with Eastbridge Commercial Bank, N.A. regarding the feasibility of a CEMA transaction and the assignment of the existing mortgage to Pinnacle Federal Savings Bank. The potential mortgage recording tax savings of $803,600 are material and justify the additional complexity and transaction costs associated with a CEMA structure.

3. Caliber Point Capital Partners LP. Briarwood should continue preliminary discussions with Caliber Point Capital Partners LP (Priya Sundaram) regarding the terms and conditions of the $18,000,000 preferred equity investment. Calderwood & Harkness LLP is available to participate in those discussions and to begin drafting or reviewing preferred equity term sheets and documentation as appropriate.

4. DSCR Strategy. Calderwood & Harkness LLP will prepare a financing strategy memorandum addressing the DSCR gap (1.16× estimated vs. 1.25× lender minimum) and outlining the available strategies for addressing this shortfall, as described in Section V above. E. Scheduling. Calderwood & Harkness LLP will prepare and circulate a detailed closing checklist and timeline, organized by workstream and responsible party, wit

VIII. Key Risks and Open Items Based on our review of the LOI and the information available to date, Calderwood & Harkness LLP has identified the following key risks and open items that warrant particular attention from the Briarwood investment team as the transaction proceeds:

1. No Financing Contingency. As noted above, the LOI is not conditioned on the Buyer's ability to obtain financing, and it is not anticipated that a financing contingency will be included in the PSA. This places the financing risk squarely on Briarwood. If Pinnacle Federal Savings Bank does not issue a term sheet, declines to make the loan, or imposes terms or conditions that are unacceptable, Briarwood must identify

2. DSCR Gap. The estimated DSCR of 1.16× is below the typical minimum DSCR of 1.25× required by institutional senior mortgage lenders. This gap may result in the lender either declining the loan, reducing the loan amount, or imposing additional structural protections (such as cash flow sweeps, lockbox arrangements, or reserve requirements). The DSCR shortfall is a direct function of the Property's current in-place NO

3. Near-Term Lease Rollover. The Calderon Specialty Insurance Digital Media Corp. lease (27,800 SF, $1,529,000 annual base rent) expires on January 31, 2028, approximately eighteen months after the anticipated closing date. The various smaller tenants on Floors 8 and 9 (aggregate approximately 27,800 SF, approximately $1,530,000 annual base rent) also have lease expirations ranging from 2027 through 2029. In the aggr

4. Rent Regulation. The 38 residential units on Floors 10 through 14 may be subject to the Rent Stabilization Law of 1969, as amended, and the implementing regulations promulgated by the New York State Division of Housing and Community Renewal ("DHCR"). If some or all of the residential units are rent stabilized, Briarwood's ability to increase rents to market levels upon unit turnover may be limited, particularly in

5. Environmental. The existing Phase I Environmental Site Assessment for the Property is dated June 15, 2020, and is therefore more than 180 days old and cannot serve as a current baseline for due diligence or lender purposes. An updated Phase I ESA will be required. Additionally, preliminary research has identified a historical dry-cleaning concern at an adjacent lot, which may have resulted in soil or groundwater c

6. Exclusivity Window. The 60-day exclusivity period expires on May 13, 2026. While the target PSA execution date of April 11, 2026 falls well within the exclusivity period, any material delay in PSA negotiations could result in the parties approaching or reaching the exclusivity expiration date without a signed PSA, at which point Meridian would be free to solicit and entertain competing offers. Even after PSA execu

7. Title. The following title matters have been identified for review and resolution: (a) The existing first mortgage in favor of Eastbridge Commercial Bank, N.A. (estimated payoff approximately $28,700,000) must be satisfied and discharged at closing, or, if a CEMA structure is pursued, assigned to the Buyer's lender and consolidated with the new mortgage. (b) A UCC-1 financing statement associated with the Eastbrid

IX. Contact Information Questions regarding this memorandum or the terms of the LOI should be directed to the following members of the Calderwood & Harkness LLP deal team: Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Main: (212) 555-4000 | Fax: (212) 555-4001 For billing purposes, please note the following applicable hourly rates for this engagement: • Partner billing rate: $1,350

X. Enclosures The following document is attached hereto and incorporated by reference: Exhibit A: Fully executed Letter of Intent dated March 14, 2026, between Briarwood Family Office LLC and Meridian Gateway Holdings LLC, regarding the proposed acquisition of 450 West 34th Street, New York, New York 10001. This memorandum has been prepared by Calderwood & Harkness LLP for the sole use and benefit of Briarwood Family