Contract analysis

I. PURPOSE AND EXECUTIVE SUMMARY This memorandum identifies and analyzes the key negotiation issues anticipated in drafting the Purchase and Sale Agreement ("PSA") for Briarwood Family Office LLC's ("Briarwood" or "BFO") proposed acquisition of the mixed-use property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property") from Meridian Gateway Holdings LLC ("Sell

II. PARTIES AND ACQUISITION VEHICLE A. Buyer. The acquiring entity will be BFO 450 West 34th LLC, to be formed as a Delaware limited liability company. The sole member of BFO 450 West 34th LLC will be Briarwood Family Office LLC, a New York limited liability company controlled by the Ashworth-Levine family. The decision to use a single-purpose Delaware LLC as the acquiring vehicle is driven by several considerations,

III. PURCHASE PRICE AND PAYMENT A. Purchase Price The purchase price for the Property is $120,000,000 (One Hundred Twenty Million Dollars), payable all cash to Seller at closing, subject to customary prorations and adjustments as described in Section VIII of this memorandum. For reference, the key pricing metrics are as follows: The purchase price was negotiated at the LOI stage and is not subject to further adjustme

IV. DUE DILIGENCE PERIOD A. Duration and Commencement The Due Diligence Period shall be forty-five (45) calendar days from the date of PSA execution, as reflected in the LOI. If the PSA is executed on April 11, 2026, the Due Diligence Period expires at 11:59 PM Eastern Time on May 26, 2026. We should confirm whether the LOI specifies calendar days or business days; our position is calendar days, which is the standard

V. REPRESENTATIONS AND WARRANTIES A. Seller's Representations — Recommended Scope The PSA should include a comprehensive set of representations and warranties by Seller, covering the following categories. These representations are standard for a transaction of this type and are necessary to provide Buyer with contractual protections regarding the condition of the Property, the status of the tenant leases, and Seller'

VI. TITLE AND SURVEY A. Title Insurance Buyer intends to obtain an owner's title insurance policy from Granite State Title Insurance Company (Title Officer: Martin Clearfield) in the full amount of the purchase price ($120,000,000), with customary endorsements. The PSA should condition Buyer's obligation to close on the title insurer's unconditional commitment to issue the owner's policy subject only to Permitted Exc

1. Existing Mortgage — Eastbridge Commercial Bank, N.A. Original principal amount of $41,100,000, recorded April 14, 2011. Estimated payoff at closing: approximately $28,700,000. This is NOT a Permitted Exception. The Eastbridge mortgage must be either (a) satisfied and discharged at closing (with Seller delivering a recorded satisfaction piece) or (b) assigned to Pinnacle Federal Savings Bank in connection with a CE

2. UCC-1 Financing Statement — Eastbridge Commercial Bank, N.A. This UCC-1 secures the personal property and fixtures collateral associated with the Eastbridge loan. This is NOT a Permitted Exception. A UCC-3 Termination Statement must be filed at or prior to closing.

3. Ashford Partners LLC Easement for Vault Space. Recorded at Liber 4823, Page 112. This is a standard utility easement granting Consolidated Edison Company of New York, Inc. rights to maintain vault space beneath the sidewalk or building. Based on preliminary review, this easement is likely a Permitted Exception, as it is a standard utility encumbrance that does not materially interfere with the current use, occupan

4. Standard NYC Zoning Lot Restrictions. These are standard zoning restrictions applicable to all properties in the C6-4 zoning district and do not create any unique burden on the Property. Permitted Exception.

5. Tenant Leases. All tenant leases in effect as of the closing date, as scheduled in the PSA. Permitted Exceptions.

6. Real Property Taxes and Assessments Not Yet Due and Payable. The lien of real property taxes for the current fiscal year that are not yet due and payable as of the closing date, subject to proration. Permitted Exception. Additional exceptions may be identified upon receipt of the updated title commitment and survey. The PSA should provide that the Permitted Exceptions schedule will be finalized prior to the expira

VII. TENANT LEASE PROVISIONS A. Estoppel Certificates The PSA should require Seller to deliver tenant estoppel certificates from all commercial tenants occupying 5,000 square feet or more, no later than fifteen (15) business days prior to the scheduled closing date. The required estoppel certificates include those from: • Harmon & Voss Retail Partners LLC (14,200 SF retail; $1,207,000/year) • Solstice Wellness Studio