[sheet: Transaction Summary]

Item	Detail
Transaction	Acquisition of 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan)
Buyer	BFO 450 West 34th LLC (a Delaware LLC to be formed; sole member: Briarwood Family Office LLC)
Buyer Parent	Briarwood Family Office LLC, 680 Park Avenue, 9th Floor, New York, NY 10065 (EIN: 83-2947156)
Buyer Principals	Theodore R. Ashworth, Founder & Managing Principal; Margaux Ashworth-Levine, Principal & Head of RE Investments
Seller	Meridian Gateway Holdings LLC, 1440 Broadway, Suite 2200, New York, NY 10018 (EIN: 27-6831044)
Seller Principals	Victor S. Papadopoulos, Managing Member; Elena K. Rosenberg, Co-Managing Member
Purchase Price	$120,000,000
Earnest Money Deposit	$6,000,000 (5% of purchase price) to Prestige Escrow Services LLC
Additional Deposit	$3,000,000 (post-DD; total deposits = $9,000,000)
Escrow Agent	Prestige Escrow Services LLC, 1 Penn Plaza, Suite 4500, New York, NY 10119
Due Diligence Period	45 calendar days from PSA execution
Target Closing	June 30, 2026
Outside Closing Date	July 31, 2026
Governing Law	New York
Buyer's Counsel	Calderwood & Harkness LLP (Angela Fontaine, Partner; Douglas Fairchild, Partner; Cynthia Ho, Associate; Grace Nakamura, Associate) — One Liberty Plaza, 38th Floor, New York, NY 10006
Seller's Counsel	Hargrove, Pettigrew & Sloane LLP (Jonathan D. Hargrove, Partner; Rebecca Tran, Associate) — 399 Park Avenue, 18th Floor, New York, NY 10022
C&H Matter Number	1026-00003
Senior Lender (Prospective)	Pinnacle Federal Savings Bank (Daniel Ortega, SVP) — 245 Park Avenue, 12th Floor, New York, NY 10167
Proposed Senior Loan	$78,000,000 (65% LTV); SOFR + 225 bps (est. 6.60%); 5-year term / 30-year amortization
Preferred Equity (Prospective)	Caliber Point Capital Partners LP (Priya Sundaram, MD) — $18,000,000 at 10.5% preferred return
BFO Equity	$24,000,000 (20% of capital stack)
Title Insurer	Granite State Title Insurance Company (Martin Clearfield, Title Officer) — 140 Broadway, 22nd Floor, New York, NY 10005
Existing Lender (Payoff)	Eastbridge Commercial Bank, N.A. — estimated payoff $28,700,000
Property GBA	186,400 SF (14 stories plus cellar)

In-Place NOI	$6,960,000 (implied cap rate 5.80%)
Price Per SF	$643.78

[sheet: Key Milestones & Timeline]

Item No.	Milestone / Event	Target Date	Responsible Party	Status	Notes
1	C&H Engagement Commenced	February 25, 2026	Calderwood & Harkness LLP	Complete	Matter No. 1026-00003
2	LOI Executed	March 14, 2026	Briarwood / Meridian	Complete	Signed by Theodore R. Ashworth (BFO) and Victor S. Papadopoulos (MGH)
3	Due Diligence Request List Transmitted to Seller's Counsel	March 2026	Calderwood & Harkness LLP / Cynthia Ho	In Progress	Sent to Hargrove, Pettigrew & Sloane LLP (Rebecca Tran)
4	Formation of BFO 450 West 34th LLC (Delaware)	Prior to PSA execution	Calderwood & Harkness LLP / Grace Nakamura	Not Started	File Certificate of Formation with Delaware SOS; obtain EIN via SS-4
5	Updated Phase I ESA Commissioned	March / April 2026	Whitmore Environmental Sciences LLC (Dr. Samantha Reeves)	Not Started	Existing Phase I dated June 15, 2020 — over 180 days old; update required
6	Updated ALTA/NSPS Survey Commissioned	March / April 2026	Clearview Land Surveyors Inc.	Not Started	Existing survey dated March 2, 2011 — stale; full update with Table A items required
7	Appraisal Ordered	March / April 2026	Kensington Valuation Group Inc. (Robert Huang, MAI)	Not Started	Required by Pinnacle Federal Savings Bank for loan underwriting
8	Pinnacle Federal Savings Bank — Term Sheet Received	TBD	Daniel Ortega / Pinnacle Federal Savings Bank	Not Started	$78,000,000 senior acquisition loan; term sheet not yet issued
9	Caliber Point Capital Partners LP — Term Sheet Received	TBD	Priya Sundaram / Caliber Point Capital Partners LP	Not Started	$18,000,000 preferred equity; preliminary discussions only
10	PSA Execution	April 11, 2026 (Target)	BFO 450 West 34th LLC / Meridian Gateway Holdings LLC	Not Started	Buyer's form PSA drafted by C&H; negotiation with HPS
11	Earnest Money Deposit Due	3 business days after PSA execution	Briarwood Family Office LLC	Not Started	$6,000,000 to Prestige Escrow Services LLC
12	Due Diligence Period Commences	April 11, 2026 (upon PSA execution)	All parties	Not Started	45 calendar days; free-look termination right
13	Title Commitment Received and Reviewed	During DD Period	Granite State Title Insurance Company / Cynthia Ho	Not Started	New policy at $120,000,000 insured amount; review existing encumbrances
14	Tenant Estoppels Requested and Received	During DD Period	Seller / Hargrove, Pettigrew & Sloane LLP	Not Started	From Harmon & Voss, Solstice Wellness, Ridgepoint, Calderon Specialty Insurance Digital, Floors 8-9 tenants
15	Zoning / Land Use Analysis Complete	During DD Period	Grace Nakamura / Halcyon Planning Associates LLC (Mark Espinoza)	Not Started	C6-4 district; FAR 10.0; unused development rights of 14,850 SF
16	Violations Search Complete (DOB / ECB / HPD / FDNY)	During DD Period	Grace Nakamura	Not Started	Identify open violations; negotiate Seller cure obligations in PSA
17	Insurance Review Complete	During DD Period	Grace Nakamura / Lockhart & Pryor Insurance Advisors LLC (Nadia Kowalski)	Not Started	Current annual insurance cost $312,000; assess post-acquisition and lender requirements
18	Property Management Agreement Analysis Complete	During DD Period	Cynthia Ho	Not Started	Atlas Urban Management Corp. (Gerald Fitch); term through Dec. 31, 2027; 4.0% of EGI; assess termination/assignment upon sale
19	Entity-Level Diligence on Seller Complete	During DD Period	Grace Nakamura	Not Started	Confirm MGH good standing (NY LLC), authority of Papadopoulos/Rosenberg, no litigation
20	Residential Rent Regulation Analysis Complete	During DD Period	Grace Nakamura	Not Started	38 residential units, Floors 10-14; DHCR registration; HSTPA of 2019 implications
21	CEMA Request Letter to Eastbridge Commercial Bank, N.A.	During DD Period	Calderwood & Harkness LLP / Cynthia Ho	Not Started	Request cooperation for CEMA assignment of existing mortgage (est. payoff $28,700,000); potential MRT savings of $803,600
22	Due Diligence Period Expires	May 26, 2026	All parties	Not Started	45 days from April 11, 2026 PSA execution
23	Additional Deposit Due	May 27, 2026	Briarwood Family Office LLC	Not Started	$3,000,000 to Prestige Escrow Services LLC (1 BD after DD expiration); total deposits = $9,000,000
24	Pinnacle Federal Savings Bank — Loan Commitment	Prior to Closing	Pinnacle Federal Savings Bank / Daniel Ortega	Not Started	$78,000,000 senior mortgage; est. DSCR 1.16× (below typical 1.25× minimum — to be addressed)

25	Caliber Point Capital Partners LP — Preferred Equity Documentation	Prior to Closing	Caliber Point Capital Partners LP / Priya Sundaram	Not Started	$18,000,000 preferred equity; 10.5% preferred return
26	Closing	June 30, 2026 (Target)	All parties	Not Started
27	Seller's Outside Closing Deadline	July 31, 2026	All parties	Not Started	Final contractual deadline for closing

[sheet: Closing Deliverables — Seller]

Item No.	Deliverable	Description / Detail	Responsible Party	Due Date	Status	Notes
1	Bargain and Sale Deed with Covenant Against Grantor's Acts	Conveying 450 West 34th Street, Block 754, Lot 42, Borough of Manhattan, from Meridian Gateway Holdings LLC to BFO 450 West 34th LLC	Seller / HPS	Closing	Not Started	Form attached as PSA exhibit
2	Assignment and Assumption of Leases	Assigning all tenant leases to BFO 450 West 34th LLC, including leases with Harmon & Voss Retail Partners LLC, Solstice Wellness Studio Inc., Ridgepoint Consulting Group LLC, Calderon Specialty Insurance Digital Media Corp., Floors 8-9 office tenants, and 38 residential units	Seller / HPS	Closing	Not Started	Form attached as PSA exhibit
3	Bill of Sale	Personal property, fixtures, equipment included in the sale	Seller / HPS	Closing	Not Started
4	FIRPTA Non-Foreign Person Certificate	Certification that Meridian Gateway Holdings LLC (EIN 27-6831044) is not a foreign person under IRC § 1445	Seller / HPS	Closing	Not Started	Form attached as PSA exhibit
5	Title Affidavit / Owner's Affidavit	Standard form affidavit for Granite State Title Insurance Company to issue owner's title policy	Seller / HPS	Closing	Not Started	Required by Granite State (Martin Clearfield)
6	Tenant Estoppel Certificates	From all major commercial tenants: Harmon & Voss Retail Partners LLC (exp. 11/30/2032), Solstice Wellness Studio Inc. (exp. 3/31/2029), Ridgepoint Consulting Group LLC (exp. 8/31/2030), Calderon Specialty Insurance Digital Media Corp. (exp. 1/31/2028), and Floors 8-9 office tenants	Seller / HPS	Prior to Closing	Not Started	Form attached as PSA exhibit; confirm rents, security deposits, no defaults
7	Rent Roll (Certified)	Certified rent roll as of a date within 3 days of closing for all commercial and residential tenants	Seller / Atlas Urban Management Corp. (Gerald Fitch)	Closing	Not Started
8	Assignment of Property Management Agreement or Termination Notice	Assignment to Buyer or termination of management agreement with Atlas Urban Management Corp. (term through December 31, 2027; 4.0% of EGI)	Seller / HPS	Closing	Not Started	Review change-of-control / termination provisions
9	Assignment of Service Contracts, Warranties, and Permits	All assignable service contracts, equipment warranties, building permits, and licenses	Seller / HPS	Closing	Not Started
10	NYC Real Property Transfer Tax Return (RPT)	NYC RPT transfer tax of $3,150,000 ($120,000,000 × 2.625%) — Seller obligation	Seller / HPS	Closing	Not Started	Seller bears transfer tax
11	NYS Real Estate Transfer Tax Return (TP-584)	NYS transfer tax of $780,000 ($120,000,000 × 0.65%) — Seller obligation	Seller / HPS	Closing	Not Started	Seller bears transfer tax; total transfer taxes = $3,930,000
12	Seller's Authorization Documents	Certified copy of Meridian Gateway Holdings LLC operating agreement, resolutions authorizing sale, certificates of good standing (NY)	Seller / HPS	Prior to Closing	Not Started	Confirm authority of Papadopoulos and Rosenberg
13	Eastbridge Commercial Bank, N.A. — Payoff Letter	Payoff letter for existing mortgage (original principal $41,100,000; estimated payoff $28,700,000; recorded April 14, 2011)	Seller / Eastbridge	Prior to Closing	Not Started	UCC-1 termination also required
14	Eastbridge — CEMA Cooperation Documents	Assignment of existing mortgage for CEMA consolidation with Pinnacle Federal Savings Bank new mortgage; potential MRT savings of $803,600	Seller / Eastbridge / Pinnacle / C&H	Closing	Not Started	CEMA: new money MRT = ($78M − $28.7M) × 2.80% = $1,380,400 vs. full MRT of $2,184,000
15	UCC-3 Termination Statement	Termination of UCC-1 financing statement in favor of Eastbridge Commercial Bank, N.A.	Seller / Eastbridge	Closing	Not Started
16	Keys, Access Cards, Building Records	Physical delivery of all keys, access devices, tenant files, building plans, certificates of occupancy, and operating manuals	Seller / Atlas Urban Management Corp.	Closing	Not Started
17	Closing Statement (Seller's)	Seller's settlement statement reflecting purchase price, prorations, adjustments, transfer taxes, payoff, and net proceeds	Seller / HPS	Closing	Not Started

[sheet: Closing Deliverables — Buyer]

Item No.	Deliverable	Description / Detail	Responsible Party	Due Date	Status	Notes
1	Purchase Price Funds	Wire transfer of $120,000,000 less deposits ($9,000,000) and subject to prorations and adjustments; net balance approximately $111,000,000 (before adjustments)	Briarwood Family Office LLC / Pinnacle / Caliber Point	Closing	Not Started	Source: Senior mortgage $78M + Pref equity $18M + BFO equity $24M = $120M
2	Buyer's Authorization Documents	Certificate of Formation of BFO 450 West 34th LLC (Delaware), LLC Agreement, Certificate of Good Standing (Delaware), authorization resolutions	C&H / Grace Nakamura	Prior to Closing	Not Started	SPV to be formed; EIN to be obtained
3	Assumption of Leases (Counterpart)	Buyer's counterpart signature on Assignment and Assumption of Leases	BFO 450 West 34th LLC / C&H	Closing	Not Started
4	Mortgage Recording Tax Payment	MRT on new Pinnacle Federal Savings Bank mortgage; full MRT = $78,000,000 × 2.80% = $2,184,000; with CEMA = ($78,000,000 − $28,700,000) × 2.80% = $1,380,400 (savings of $803,600)	Buyer / C&H	Closing	Not Started	CEMA feasibility dependent on Eastbridge cooperation
5	CEMA Documents (Buyer's Side)	Consolidation, Extension, and Modification Agreement with Pinnacle Federal Savings Bank, consolidating assigned Eastbridge mortgage ($28,700,000) with new loan amount into $78,000,000 consolidated mortgage	C&H / Pinnacle counsel	Closing	Not Started
6	Pinnacle Federal Savings Bank Loan Documents	Mortgage, note, assignment of leases and rents, environmental indemnity, guaranty (if any), borrower's certificate, and all ancillary loan documents for $78,000,000 senior acquisition financing	Pinnacle Federal Savings Bank / Lender's counsel	Closing	Not Started	SOFR + 225 bps (est. 6.60%); 5-year term; 30-year amortization; est. annual debt service $5,986,800
7	Caliber Point Preferred Equity Documents	Preferred equity investment agreement for $18,000,000 at 10.5% preferred return; amended LLC agreement for BFO 450 West 34th LLC to reflect preferred equity structure	C&H / Caliber Point Capital Partners LP (Priya Sundaram)	Closing	Not Started	Subject to final negotiation
8	Owner's Title Insurance Application	Application to Granite State Title Insurance Company for owner's title policy insured at $120,000,000	C&H / Granite State (Martin Clearfield)	Prior to Closing	Not Started	Existing policy No. GST-2011-04872 insured at $68,500,000 (2011)
9	Updated ALTA/NSPS Survey	Updated survey by Clearview Land Surveyors Inc. with Table A items; lot area 20,125 SF; confirm no encroachments	Clearview Land Surveyors Inc.	Prior to Closing	Not Started	Existing survey dated March 2, 2011 — stale
10	Updated Phase I Environmental Site Assessment	Updated Phase I ESA per ASTM E1527-21 by Whitmore Environmental Sciences LLC (Dr. Samantha Reeves); prior report dated June 15, 2020 — no RECs; de minimis adjacent dry-cleaning concern	Whitmore Environmental Sciences LLC	Prior to Closing	Not Started	Lender requirement; may require limited Phase II for adjacent lot concern
11	Appraisal Report	MAI appraisal by Kensington Valuation Group Inc. (Robert Huang, MAI) supporting $120,000,000 purchase price; required by Pinnacle for loan underwriting	Kensington Valuation Group Inc.	Prior to Closing	Not Started
12	Insurance Binders / Certificates	Property and casualty, general liability, umbrella, rent loss, and flood insurance binders meeting Pinnacle Federal Savings Bank requirements; coordinated with Lockhart & Pryor Insurance Advisors LLC (Nadia Kowalski); current annual cost $312,000	Lockhart & Pryor / BFO	Prior to Closing	Not Started
13	NYC RPT Return (Buyer portion, if applicable)	Buyer's portion of NYC RPT return; mansion tax analysis for residential component	C&H / Edgemont Nash & Co. LLP (Laura Siddiqui)	Closing	Not Started	Mansion tax applicability under analysis
14	Closing Statement (Buyer's)	Buyer's settlement statement reflecting purchase price ($120,000,000), credits for deposits ($9,000,000), prorations (RE taxes at $2,640,000/yr, rents), MRT, and net funds due	C&H	Closing	Not Started
15	Post-Closing: ACRIS Recording	Record deed, CEMA/mortgage, assignment of leases with NYC ACRIS	C&H / Title company	Post-Closing	Not Started

[sheet: Prorations & Adjustments]

Item No.	Proration / Adjustment Item	Annual Amount	Proration Basis	Estimated Buyer Credit / (Debit)	Responsible Party	Notes
1	Real Estate Taxes	$2,640,000	Per diem proration as of closing date (June 30, 2026); NYC fiscal year July 1 – June 30; per diem = $7,232.88	TBD — depends on exact closing date and installment payments	C&H / Edgemont Nash & Co. LLP	FY 2025/2026; tentative FY 2026/2027 assessed value $48,200,000 (Tax Class 4); no pending certiorari
2	Rents (Commercial & Residential)	$10,796,000 EGI	Seller entitled to rents through day before closing; Buyer entitled from closing date forward	TBD	C&H / HPS	EGI = GPR $9,333,500 − Vacancy $1,177,500 + Other Income $2,640,000
3	Security Deposits	TBD	All tenant security deposits transferred to Buyer at closing	TBD	Seller / HPS	Interest on deposits per NY GOL § 7-103 if applicable
4	Utility Charges (Common Area)	$198,000	Final meter reads; Seller responsible through closing	TBD	Seller
5	Insurance Premiums	$312,000	Seller's policy terminates at closing; Buyer obtains new coverage	N/A — no proration	Buyer	New binders via Lockhart & Pryor
6	Management Fees	$326,240	Prorate management fee payable to Atlas Urban Management Corp. (4.0% of EGI)	TBD	C&H / HPS	Based on $8,156,000 EGI per management agreement definition
7	Transfer Taxes — NYC RPT (Seller)	$3,150,000	Seller obligation at closing	($3,150,000) Seller debit	Seller / HPS	$120,000,000 × 2.625%
8	Transfer Taxes — NYS (Seller)	$780,000	Seller obligation at closing	($780,000) Seller debit	Seller / HPS	$120,000,000 × 0.65%; total Seller transfer taxes = $3,930,000
9	Mortgage Recording Tax (Buyer)	$1,380,400 (with CEMA) or $2,184,000 (without CEMA)	Buyer obligation at closing	($1,380,400) or ($2,184,000) Buyer debit	Buyer / C&H	CEMA savings = $803,600
10	Earnest Money Deposit Credit	$9,000,000	Credit to Buyer at closing from Prestige Escrow Services LLC	$9,000,000 Buyer credit	Prestige Escrow Services LLC	$6,000,000 initial + $3,000,000 additional
11	Eastbridge Mortgage Payoff	$28,700,000 (estimated)	Deducted from Seller's proceeds; paid to Eastbridge Commercial Bank, N.A. at closing	N/A — Seller obligation	Seller / Eastbridge	Or assigned via CEMA

[sheet: Capital Stack & Funds Flow]

Line Item

SOURCES OF FUNDS

Senior Mortgage — Pinnacle Federal Savings Bank	$78,000,000	65.0%	Pinnacle Federal Savings Bank	Term sheet not yet issued	SOFR + 225 bps (est. 6.60%); 5-year term; 30-year amortization; est. annual debt service $5,986,800; DSCR 1.16× (below 1.25× typical lender minimum)
Preferred Equity — Caliber Point Capital Partners LP	$18,000,000	15.0%	Caliber Point Capital Partners LP	Preliminary discussions only	10.5% preferred return
Buyer Equity — Briarwood Family Office LLC	$24,000,000	20.0%	Briarwood Family Office LLC	Confirmed	$120M − $78M − $18M = $24M
Total Sources	$120,000,000	100.0%

USES OF FUNDS

Purchase Price to Seller (Net of Deposits)	$111,000,000	Meridian Gateway Holdings LLC	$120,000,000 − $9,000,000 deposits (before prorations)
Earnest Money Deposit (Previously Funded)	$6,000,000	Prestige Escrow Services LLC → Seller	Deposited within 3 BD of PSA execution
Additional Deposit (Previously Funded)	$3,000,000	Prestige Escrow Services LLC → Seller	Deposited 1 BD after DD expiration (May 27, 2026)
Mortgage Recording Tax (Buyer — with CEMA)	$1,380,400	NYC Register	Or $2,184,000 without CEMA; savings of $803,600
Title Insurance Premium (Owner's Policy, est.)	TBD	Granite State Title Insurance Company	Policy at $120,000,000 insured amount
Legal Fees — Calderwood & Harkness LLP (est.)	$275,000–$350,000	Calderwood & Harkness LLP	Partner rate $1,350/hr; Associate rate $875/hr
Appraisal, Survey, Environmental (est.)	TBD	Kensington / Clearview / Whitmore	Third-party diligence costs
Total Uses	$120,000,000 + closing costs

[sheet: Transaction Summary]
Item | Detail
Transaction | Acquisition of 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan)
Buyer | BFO 450 West 34th LLC (a Delaware LLC to be formed; sole member: Briarwood Family Office LLC)
Buyer Parent | Briarwood Family Office LLC, 680 Park Avenue, 9th Floor, New York, NY 10065 (EIN: 83-2947156)
Buyer Principals | Theodore R. Ashworth, Founder & Managing Principal; Margaux Ashworth-Levine, Principal & Head of RE Investments
Seller | Meridian Gateway Holdings LLC, 1440 Broadway, Suite 2200, New York, NY 10018 (EIN: 27-6831044)
Seller Principals | Victor S. Papadopoulos, Managing Member; Elena K. Rosenberg, Co-Managing Member
Purchase Price | $120,000,000
Earnest Money Deposit | $6,000,000 (5% of purchase price) to Prestige Escrow Services LLC
Additional Deposit | $3,000,000 (post-DD; total deposits = $9,000,000)
Escrow Agent | Prestige Escrow Services LLC, 1 Penn Plaza, Suite 4500, New York, NY 10119
Due Diligence Period | 45 calendar days from PSA execution
Target Closing | June 30, 2026
Outside Closing Date | July 31, 2026
Governing Law | New York
Buyer's Counsel | Calderwood & Harkness LLP (Angela Fontaine, Partner; Douglas Fairchild, Partner; Cynthia Ho, Associate; Grace Nakamura, Associate) — One Liberty Plaza, 38th Floor, New York, NY 10006
Seller's Counsel | Hargrove, Pettigrew & Sloane LLP (Jonathan D. Hargrove, Partner; Rebecca Tran, Associate) — 399 Park Avenue, 18th Floor, New York, NY 10022
C&H Matter Number | 1026-00003
Senior Lender (Prospective) | Pinnacle Federal Savings Bank (Daniel Ortega, SVP) — 245 Park Avenue, 12th Floor, New York, NY 10167
Proposed Senior Loan | $78,000,000 (65% LTV); SOFR + 225 bps (est. 6.60%); 5-year term / 30-year amortization
Preferred Equity (Prospective) | Caliber Point Capital Partners LP (Priya Sundaram, MD) — $18,000,000 at 10.5% preferred return
BFO Equity | $24,000,000 (20% of capital stack)
Title Insurer | Granite State Title Insurance Company (Martin Clearfield, Title Officer) — 140 Broadway, 22nd Floor, New York, NY 10005
Existing Lender (Payoff) | Eastbridge Commercial Bank, N.A. — estimated payoff $28,700,000
Property GBA | 186,400 SF (14 stories plus cellar)
In-Place NOI | $6,960,000 (implied cap rate 5.80%)
Price Per SF | $643.78
[sheet: Key Milestones & Timeline]
Item No. | Milestone / Event | Target Date | Responsible Party | Status | Notes
1 | C&H Engagement Commenced | February 25, 2026 | Calderwood & Harkness LLP | Complete | Matter No. 1026-00003
2 | LOI Executed | March 14, 2026 | Briarwood / Meridian | Complete | Signed by Theodore R. Ashworth (BFO) and Victor S. Papadopoulos (MGH)
3 | Due Diligence Request List Transmitted to Seller's Counsel | March 2026 | Calderwood & Harkness LLP / Cynthia Ho | In Progress | Sent to Hargrove, Pettigrew & Sloane LLP (Rebecca Tran)
4 | Formation of BFO 450 West 34th LLC (Delaware) | Prior to PSA execution | Calderwood & Harkness LLP / Grace Nakamura | Not Started | File Certificate of Formation with Delaware SOS; obtain EIN via SS-4
5 | Updated Phase I ESA Commissioned | March / April 2026 | Whitmore Environmental Sciences LLC (Dr. Samantha Reeves) | Not Started | Existing Phase I dated June 15, 2020 — over 180 days old; update required
6 | Updated ALTA/NSPS Survey Commissioned | March / April 2026 | Clearview Land Surveyors Inc. | Not Started | Existing survey dated March 2, 2011 — stale; full update with Table A items required
7 | Appraisal Ordered | March / April 2026 | Kensington Valuation Group Inc. (Robert Huang, MAI) | Not Started | Required by Pinnacle Federal Savings Bank for loan underwriting
8 | Pinnacle Federal Savings Bank — Term Sheet Received | TBD | Daniel Ortega / Pinnacle Federal Savings Bank | Not Started | $78,000,000 senior acquisition loan; term sheet not yet issued
9 | Caliber Point Capital Partners LP — Term Sheet Received | TBD | Priya Sundaram / Caliber Point Capital Partners LP | Not Started | $18,000,000 preferred equity; preliminary discussions only
10 | PSA Execution | April 11, 2026 (Target) | BFO 450 West 34th LLC / Meridian Gateway Holdings LLC | Not Started | Buyer's form PSA drafted by C&H; negotiation with HPS
11 | Earnest Money Deposit Due | 3 business days after PSA execution | Briarwood Family Office LLC | Not Started | $6,000,000 to Prestige Escrow Services LLC
12 | Due Diligence Period Commences | April 11, 2026 (upon PSA execution) | All parties | Not Started | 45 calendar days; free-look termination right
13 | Title Commitment Received and Reviewed | During DD Period | Granite State Title Insurance Company / Cynthia Ho | Not Started | New policy at $120,000,000 insured amount; review existing encumbrances
14 | Tenant Estoppels Requested and Received | During DD Period | Seller / Hargrove, Pettigrew & Sloane LLP | Not Started | From Harmon & Voss, Solstice Wellness, Ridgepoint, Calderon Specialty Insurance Digital, Floors 8-9 tenants
15 | Zoning / Land Use Analysis Complete | During DD Period | Grace Nakamura / Halcyon Planning Associates LLC (Mark Espinoza) | Not Started | C6-4 district; FAR 10.0; unused development rights of 14,850 SF
16 | Violations Search Complete (DOB / ECB / HPD / FDNY) | During DD Period | Grace Nakamura | Not Started | Identify open violations; negotiate Seller cure obligations in PSA
17 | Insurance Review Complete | During DD Period | Grace Nakamura / Lockhart & Pryor Insurance Advisors LLC (Nadia Kowalski) | Not Started | Current annual insurance cost $312,000; assess post-acquisition and lender requirements
18 | Property Management Agreement Analysis Complete | During DD Period | Cynthia Ho | Not Started | Atlas Urban Management Corp. (Gerald Fitch); term through Dec. 31, 2027; 4.0% of EGI; assess termination/assignment upon sale
19 | Entity-Level Diligence on Seller Complete | During DD Period | Grace Nakamura | Not Started | Confirm MGH good standing (NY LLC), authority of Papadopoulos/Rosenberg, no litigation
20 | Residential Rent Regulation Analysis Complete | During DD Period | Grace Nakamura | Not Started | 38 residential units, Floors 10-14; DHCR registration; HSTPA of 2019 implications
21 | CEMA Request Letter to Eastbridge Commercial Bank, N.A. | During DD Period | Calderwood & Harkness LLP / Cynthia Ho | Not Started | Request cooperation for CEMA assignment of existing mortgage (est. payoff $28,700,000); potential MRT savings of $803,600
22 | Due Diligence Period Expires | May 26, 2026 | All parties | Not Started | 45 days from April 11, 2026 PSA execution
23 | Additional Deposit Due | May 27, 2026 | Briarwood Family Office LLC | Not Started | $3,000,000 to Prestige Escrow Services LLC (1 BD after DD expiration); total deposits = $9,000,000
24 | Pinnacle Federal Savings Bank — Loan Commitment | Prior to Closing | Pinnacle Federal Savings Bank / Daniel Ortega | Not Started | $78,000,000 senior mortgage; est. DSCR 1.16× (below typical 1.25× minimum — to be addressed)
25 | Caliber Point Capital Partners LP — Preferred Equity Documentation | Prior to Closing | Caliber Point Capital Partners LP / Priya Sundaram | Not Started | $18,000,000 preferred equity; 10.5% preferred return
26 | Closing | June 30, 2026 (Target) | All parties | Not Started
27 | Seller's Outside Closing Deadline | July 31, 2026 | All parties | Not Started | Final contractual deadline for closing
[sheet: Closing Deliverables — Seller]
Item No. | Deliverable | Description / Detail | Responsible Party | Due Date | Status | Notes
1 | Bargain and Sale Deed with Covenant Against Grantor's Acts | Conveying 450 West 34th Street, Block 754, Lot 42, Borough of Manhattan, from Meridian Gateway Holdings LLC to BFO 450 West 34th LLC | Seller / HPS | Closing | Not Started | Form attached as PSA exhibit
2 | Assignment and Assumption of Leases | Assigning all tenant leases to BFO 450 West 34th LLC, including leases with Harmon & Voss Retail Partners LLC, Solstice Wellness Studio Inc., Ridgepoint Consulting Group LLC, Calderon Specialty Insurance Digital Media Corp., Floors 8-9 office tenants, and 38 residential units | Seller / HPS | Closing | Not Started | Form attached as PSA exhibit
3 | Bill of Sale | Personal property, fixtures, equipment included in the sale | Seller / HPS | Closing | Not Started
4 | FIRPTA Non-Foreign Person Certificate | Certification that Meridian Gateway Holdings LLC (EIN 27-6831044) is not a foreign person under IRC § 1445 | Seller / HPS | Closing | Not Started | Form attached as PSA exhibit
5 | Title Affidavit / Owner's Affidavit | Standard form affidavit for Granite State Title Insurance Company to issue owner's title policy | Seller / HPS | Closing | Not Started | Required by Granite State (Martin Clearfield)
6 | Tenant Estoppel Certificates | From all major commercial tenants: Harmon & Voss Retail Partners LLC (exp. 11/30/2032), Solstice Wellness Studio Inc. (exp. 3/31/2029), Ridgepoint Consulting Group LLC (exp. 8/31/2030), Calderon Specialty Insurance Digital Media Corp. (exp. 1/31/2028), and Floors 8-9 office tenants | Seller / HPS | Prior to Closing | Not Started | Form attached as PSA exhibit; confirm rents, security deposits, no defaults
7 | Rent Roll (Certified) | Certified rent roll as of a date within 3 days of closing for all commercial and residential tenants | Seller / Atlas Urban Management Corp. (Gerald Fitch) | Closing | Not Started
8 | Assignment of Property Management Agreement or Termination Notice | Assignment to Buyer or termination of management agreement with Atlas Urban Management Corp. (term through December 31, 2027; 4.0% of EGI) | Seller / HPS | Closing | Not Started | Review change-of-control / termination provisions
9 | Assignment of Service Contracts, Warranties, and Permits | All assignable service contracts, equipment warranties, building permits, and licenses | Seller / HPS | Closing | Not Started
10 | NYC Real Property Transfer Tax Return (RPT) | NYC RPT transfer tax of $3,150,000 ($120,000,000 × 2.625%) — Seller obligation | Seller / HPS | Closing | Not Started | Seller bears transfer tax
11 | NYS Real Estate Transfer Tax Return (TP-584) | NYS transfer tax of $780,000 ($120,000,000 × 0.65%) — Seller obligation | Seller / HPS | Closing | Not Started | Seller bears transfer tax; total transfer taxes = $3,930,000
12 | Seller's Authorization Documents | Certified copy of Meridian Gateway Holdings LLC operating agreement, resolutions authorizing sale, certificates of good standing (NY) | Seller / HPS | Prior to Closing | Not Started | Confirm authority of Papadopoulos and Rosenberg
13 | Eastbridge Commercial Bank, N.A. — Payoff Letter | Payoff letter for existing mortgage (original principal $41,100,000; estimated payoff $28,700,000; recorded April 14, 2011) | Seller / Eastbridge | Prior to Closing | Not Started | UCC-1 termination also required
14 | Eastbridge — CEMA Cooperation Documents | Assignment of existing mortgage for CEMA consolidation with Pinnacle Federal Savings Bank new mortgage; potential MRT savings of $803,600 | Seller / Eastbridge / Pinnacle / C&H | Closing | Not Started | CEMA: new money MRT = ($78M − $28.7M) × 2.80% = $1,380,400 vs. full MRT of $2,184,000
15 | UCC-3 Termination Statement | Termination of UCC-1 financing statement in favor of Eastbridge Commercial Bank, N.A. | Seller / Eastbridge | Closing | Not Started
16 | Keys, Access Cards, Building Records | Physical delivery of all keys, access devices, tenant files, building plans, certificates of occupancy, and operating manuals | Seller / Atlas Urban Management Corp. | Closing | Not Started
17 | Closing Statement (Seller's) | Seller's settlement statement reflecting purchase price, prorations, adjustments, transfer taxes, payoff, and net proceeds | Seller / HPS | Closing | Not Started
[sheet: Closing Deliverables — Buyer]
Item No. | Deliverable | Description / Detail | Responsible Party | Due Date | Status | Notes
1 | Purchase Price Funds | Wire transfer of $120,000,000 less deposits ($9,000,000) and subject to prorations and adjustments; net balance approximately $111,000,000 (before adjustments) | Briarwood Family Office LLC / Pinnacle / Caliber Point | Closing | Not Started | Source: Senior mortgage $78M + Pref equity $18M + BFO equity $24M = $120M
2 | Buyer's Authorization Documents | Certificate of Formation of BFO 450 West 34th LLC (Delaware), LLC Agreement, Certificate of Good Standing (Delaware), authorization resolutions | C&H / Grace Nakamura | Prior to Closing | Not Started | SPV to be formed; EIN to be obtained
3 | Assumption of Leases (Counterpart) | Buyer's counterpart signature on Assignment and Assumption of Leases | BFO 450 West 34th LLC / C&H | Closing | Not Started
4 | Mortgage Recording Tax Payment | MRT on new Pinnacle Federal Savings Bank mortgage; full MRT = $78,000,000 × 2.80% = $2,184,000; with CEMA = ($78,000,000 − $28,700,000) × 2.80% = $1,380,400 (savings of $803,600) | Buyer / C&H | Closing | Not Started | CEMA feasibility dependent on Eastbridge cooperation
5 | CEMA Documents (Buyer's Side) | Consolidation, Extension, and Modification Agreement with Pinnacle Federal Savings Bank, consolidating assigned Eastbridge mortgage ($28,700,000) with new loan amount into $78,000,000 consolidated mortgage | C&H / Pinnacle counsel | Closing | Not Started
6 | Pinnacle Federal Savings Bank Loan Documents | Mortgage, note, assignment of leases and rents, environmental indemnity, guaranty (if any), borrower's certificate, and all ancillary loan documents for $78,000,000 senior acquisition financing | Pinnacle Federal Savings Bank / Lender's counsel | Closing | Not Started | SOFR + 225 bps (est. 6.60%); 5-year term; 30-year amortization; est. annual debt service $5,986,800
7 | Caliber Point Preferred Equity Documents | Preferred equity investment agreement for $18,000,000 at 10.5% preferred return; amended LLC agreement for BFO 450 West 34th LLC to reflect preferred equity structure | C&H / Caliber Point Capital Partners LP (Priya Sundaram) | Closing | Not Started | Subject to final negotiation
8 | Owner's Title Insurance Application | Application to Granite State Title Insurance Company for owner's title policy insured at $120,000,000 | C&H / Granite State (Martin Clearfield) | Prior to Closing | Not Started | Existing policy No. GST-2011-04872 insured at $68,500,000 (2011)
9 | Updated ALTA/NSPS Survey | Updated survey by Clearview Land Surveyors Inc. with Table A items; lot area 20,125 SF; confirm no encroachments | Clearview Land Surveyors Inc. | Prior to Closing | Not Started | Existing survey dated March 2, 2011 — stale
10 | Updated Phase I Environmental Site Assessment | Updated Phase I ESA per ASTM E1527-21 by Whitmore Environmental Sciences LLC (Dr. Samantha Reeves); prior report dated June 15, 2020 — no RECs; de minimis adjacent dry-cleaning concern | Whitmore Environmental Sciences LLC | Prior to Closing | Not Started | Lender requirement; may require limited Phase II for adjacent lot concern
11 | Appraisal Report | MAI appraisal by Kensington Valuation Group Inc. (Robert Huang, MAI) supporting $120,000,000 purchase price; required by Pinnacle for loan underwriting | Kensington Valuation Group Inc. | Prior to Closing | Not Started
12 | Insurance Binders / Certificates | Property and casualty, general liability, umbrella, rent loss, and flood insurance binders meeting Pinnacle Federal Savings Bank requirements; coordinated with Lockhart & Pryor Insurance Advisors LLC (Nadia Kowalski); current annual cost $312,000 | Lockhart & Pryor / BFO | Prior to Closing | Not Started
13 | NYC RPT Return (Buyer portion, if applicable) | Buyer's portion of NYC RPT return; mansion tax analysis for residential component | C&H / Edgemont Nash & Co. LLP (Laura Siddiqui) | Closing | Not Started | Mansion tax applicability under analysis
14 | Closing Statement (Buyer's) | Buyer's settlement statement reflecting purchase price ($120,000,000), credits for deposits ($9,000,000), prorations (RE taxes at $2,640,000/yr, rents), MRT, and net funds due | C&H | Closing | Not Started
15 | Post-Closing: ACRIS Recording | Record deed, CEMA/mortgage, assignment of leases with NYC ACRIS | C&H / Title company | Post-Closing | Not Started
[sheet: Prorations & Adjustments]
Item No. | Proration / Adjustment Item | Annual Amount | Proration Basis | Estimated Buyer Credit / (Debit) | Responsible Party | Notes
1 | Real Estate Taxes | $2,640,000 | Per diem proration as of closing date (June 30, 2026); NYC fiscal year July 1 – June 30; per diem = $7,232.88 | TBD — depends on exact closing date and installment payments | C&H / Edgemont Nash & Co. LLP | FY 2025/2026; tentative FY 2026/2027 assessed value $48,200,000 (Tax Class 4); no pending certiorari
2 | Rents (Commercial & Residential) | $10,796,000 EGI | Seller entitled to rents through day before closing; Buyer entitled from closing date forward | TBD | C&H / HPS | EGI = GPR $9,333,500 − Vacancy $1,177,500 + Other Income $2,640,000
3 | Security Deposits | TBD | All tenant security deposits transferred to Buyer at closing | TBD | Seller / HPS | Interest on deposits per NY GOL § 7-103 if applicable
4 | Utility Charges (Common Area) | $198,000 | Final meter reads; Seller responsible through closing | TBD | Seller
5 | Insurance Premiums | $312,000 | Seller's policy terminates at closing; Buyer obtains new coverage | N/A — no proration | Buyer | New binders via Lockhart & Pryor
6 | Management Fees | $326,240 | Prorate management fee payable to Atlas Urban Management Corp. (4.0% of EGI) | TBD | C&H / HPS | Based on $8,156,000 EGI per management agreement definition
7 | Transfer Taxes — NYC RPT (Seller) | $3,150,000 | Seller obligation at closing | ($3,150,000) Seller debit | Seller / HPS | $120,000,000 × 2.625%
8 | Transfer Taxes — NYS (Seller) | $780,000 | Seller obligation at closing | ($780,000) Seller debit | Seller / HPS | $120,000,000 × 0.65%; total Seller transfer taxes = $3,930,000
9 | Mortgage Recording Tax (Buyer) | $1,380,400 (with CEMA) or $2,184,000 (without CEMA) | Buyer obligation at closing | ($1,380,400) or ($2,184,000) Buyer debit | Buyer / C&H | CEMA savings = $803,600
10 | Earnest Money Deposit Credit | $9,000,000 | Credit to Buyer at closing from Prestige Escrow Services LLC | $9,000,000 Buyer credit | Prestige Escrow Services LLC | $6,000,000 initial + $3,000,000 additional
11 | Eastbridge Mortgage Payoff | $28,700,000 (estimated) | Deducted from Seller's proceeds; paid to Eastbridge Commercial Bank, N.A. at closing | N/A — Seller obligation | Seller / Eastbridge | Or assigned via CEMA
[sheet: Capital Stack & Funds Flow]
Line Item | Amount | Percentage of Total | Source / Payee | Status | Notes
SOURCES OF FUNDS
Senior Mortgage — Pinnacle Federal Savings Bank | $78,000,000 | 65.0% | Pinnacle Federal Savings Bank | Term sheet not yet issued | SOFR + 225 bps (est. 6.60%); 5-year term; 30-year amortization; est. annual debt service $5,986,800; DSCR 1.16× (below 1.25× typical lender minimum)
Preferred Equity — Caliber Point Capital Partners LP | $18,000,000 | 15.0% | Caliber Point Capital Partners LP | Preliminary discussions only | 10.5% preferred return
Buyer Equity — Briarwood Family Office LLC | $24,000,000 | 20.0% | Briarwood Family Office LLC | Confirmed | $120M − $78M − $18M = $24M
Total Sources | $120,000,000 | 100.0%
USES OF FUNDS
Purchase Price to Seller (Net of Deposits) | $111,000,000 | Meridian Gateway Holdings LLC | $120,000,000 − $9,000,000 deposits (before prorations)
Earnest Money Deposit (Previously Funded) | $6,000,000 | Prestige Escrow Services LLC → Seller | Deposited within 3 BD of PSA execution
Additional Deposit (Previously Funded) | $3,000,000 | Prestige Escrow Services LLC → Seller | Deposited 1 BD after DD expiration (May 27, 2026)
Mortgage Recording Tax (Buyer — with CEMA) | $1,380,400 | NYC Register | Or $2,184,000 without CEMA; savings of $803,600
Title Insurance Premium (Owner's Policy, est.) | TBD | Granite State Title Insurance Company | Policy at $120,000,000 insured amount
Legal Fees — Calderwood & Harkness LLP (est.) | $275,000–$350,000 | Calderwood & Harkness LLP | Partner rate $1,350/hr; Associate rate $875/hr
Appraisal, Survey, Environmental (est.) | TBD | Kensington / Clearview / Whitmore | Third-party diligence costs
Total Uses | $120,000,000 + closing costs

[sheet: Transaction Summary]

SOURCES OF FUNDS

USES OF FUNDS

Record

Parties

Dates

Amounts