1026-00003 · Calderwood & Harkness LLP · Correspondence

transmittal-letter-dd-request-list.docx DOCUMENT Real Estate

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-7100 Facsimile: (212) 555-7101 www.calderwoodharkness.com

March 17, 2026

VIA EMAIL AND FIRST-CLASS MAIL

Rebecca Tran, Esq. Hargrove, Pettigrew & Sloane LLP 399 Park Avenue, 18th Floor New York, New York 10022

Re: Prospective Acquisition of 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) by Briarwood Family Office LLC (or its designee, BFO 450 West 34th LLC) from Meridian Gateway Holdings LLC

C&H Matter No. 1026-00003

Dear Ms. Tran:

I. Purpose and Context

This firm represents Briarwood Family Office LLC ("BFO" or "Buyer") in connection with its proposed acquisition of the mixed-use property known as 450 West 34th Street, New York, New York 10001, designated as Block 754, Lot 42, Borough of Manhattan on the Tax Map of the City of New York (the "Property"), from Meridian Gateway Holdings LLC ("Seller" or "Meridian Gateway"). We write to you in your capacity as counsel to Seller in connection with this transaction.

As you are aware, the parties have fully executed that certain Letter of Intent dated March 14, 2026 (the "LOI"), signed by Theodore R. Ashworth on behalf of BFO and Victor S. Papadopoulos on behalf of Meridian Gateway Holdings LLC, setting forth the principal terms pursuant to which BFO (or its designee, BFO 450 West 34th LLC, a Delaware limited liability company to be formed) proposes to acquire fee simple title to the Property from Seller for an aggregate purchase price of One Hundred Twenty Million Dollars ($120,000,000.00) (the "Purchase Price").

The purpose of this letter is to transmit the enclosed Preliminary Due Diligence Request List (the "Request List") in anticipation of the negotiation and execution of a Purchase and Sale Agreement (the "PSA") between Buyer and Seller. The parties have agreed to target execution of the PSA by April 11, 2026, with a forty-five (45) day Due Diligence Period to commence upon PSA execution. It is our mutual understanding that the parties are working toward an efficient closing targeted for June 30, 2026. Early production of the documents and materials described in the Request List will materially facilitate the parties' ability to finalize the PSA on the agreed-upon timeline, allow Buyer's consultants and advisors to commence their review promptly upon execution of the PSA, and ensure that the transaction proceeds in an orderly and expeditious manner toward the target closing date. We therefore respectfully request Seller's prompt attention to the items described herein and in the enclosed Request List.

II. Transmittal of Due Diligence Request List

Enclosed herewith, as a single exhibit to this letter, is Buyer's Preliminary Due Diligence Request List, consisting of the categories and specific items of documentation and information described in further detail below and in the enclosed schedule. The Request List has been prepared based upon our preliminary review of publicly available information regarding the Property, the terms and representations set forth in the LOI, and standard due diligence procedures for the acquisition of a commercial mixed-use property of this nature and scale in the Borough of Manhattan.

The Request List covers, among other things, the following principal categories of documentation and information:

• Title and survey documentation, including the existing owner's title insurance policy and all recorded encumbrances, liens, easements, and exceptions;

• All tenant leases (commercial and residential) and related correspondence, amendments, rent rolls, security deposit records, estoppel certificates, and subordination, non-disturbance, and attornment agreements;

• Financial and operating statements for the Property, including trailing three-year income and expense statements, current-year budgets, and annualized in-place net operating income schedules;

• Environmental reports, including the most recent Phase I Environmental Site Assessment, any Phase II investigations, abatement records, and correspondence with regulatory authorities;

• Zoning and permitting records, including the certificate of occupancy, building permits, zoning lot documentation, and any special permits or variances affecting the Property;

• Building violation and compliance records from the New York City Department of Buildings ("DOB"), the Environmental Control Board ("ECB"), the Department of Housing Preservation and Development ("HPD"), and the Fire Department of the City of New York ("FDNY"), together with all cure documentation;

• Insurance policies currently in effect with respect to the Property, including property and casualty, general liability, umbrella, rent loss, and flood insurance policies, together with claims history;

• The existing property management agreement between Seller and Atlas Urban Management Corp., including all amendments, schedules, and related correspondence;

• Existing financing documents relating to the mortgage in favor of Eastbridge Commercial Bank, N.A., including the mortgage note, mortgage instrument, UCC-1 financing statement, loan modification or amendment documents, and current loan balance information;

• Real property tax records and assessment information, including current and prior year tax bills, assessment notices, and information regarding any pending or prior tax certiorari proceedings;

• Organizational documents of Meridian Gateway Holdings LLC, including the operating agreement, certificate of formation, amendments, good standing certificates, and evidence of managing member authority;

• All service and maintenance contracts relating to the Property, including elevator, HVAC, cleaning, security, and other building service contracts;

• Documentation relating to the capital improvement program undertaken at the Property during the period 2016 through 2020; and

• Information regarding any pending, threatened, or settled litigation, arbitration, or administrative proceedings involving the Property or Seller.

We wish to emphasize that the enclosed Request List is preliminary in nature. BFO expressly reserves the right to supplement, amend, or expand the Request List as its due diligence investigation progresses, as additional information becomes available, and as Buyer's consultants and financing sources identify additional items required for their respective analyses. We will endeavor to provide any supplemental requests in a timely and organized manner so as not to unduly burden Seller's production efforts.

III. Request for Document Production Timeline

We respectfully request that Seller produce all responsive documents and materials within ten (10) business days of the date of this letter — that is, on or before March 31, 2026. We believe this timeline is reasonable given the scope of the Request List and the fact that many of the requested items should be readily available in Seller's files or in the possession of Seller's property manager, Atlas Urban Management Corp.

We acknowledge that certain items on the Request List may require additional time to compile, locate, or obtain from third parties. To the extent that Seller anticipates that any particular category or item of documentation will require additional time beyond the ten-business-day period, we respectfully ask that your office identify any such items promptly — and in any event no later than five (5) business days from the date of this letter — so that the parties can agree on a reasonable supplemental schedule for production of those items.

We wish to underscore the importance of timely and complete production of the requested materials. The parties have agreed to a target PSA execution date of April 11, 2026. If the PSA is executed on that date, the forty-five (45) day Due Diligence Period would expire on May 26, 2026, and the target closing date of June 30, 2026 would allow only approximately five (5) weeks between the expiration of the Due Diligence Period and the scheduled closing. Delays in document production will compress Buyer's review period and may jeopardize the parties' ability to meet these important milestones. Accordingly, we urge Seller to treat the production of due diligence materials as a matter of priority. We are, of course, available to discuss any questions or concerns regarding the scope or specifics of any item on the Request List.

IV. Proposed Data Room Structure and Access Protocol

In order to facilitate the organized production, sharing, and review of due diligence materials, we propose that Seller establish an electronic virtual data room (the "Data Room") for the uploading and hosting of all responsive documents and materials. The use of a secure virtual data room platform is, in our experience, the most efficient and secure method for managing document production in transactions of this nature and scale, and will permit the parties and their respective advisors to access materials remotely and on a continuous basis throughout the diligence period.

A. Proposed Folder Structure

We propose that the Data Room be organized into the following folder categories, which mirror the categories set forth in the Request List:

1. Title and Survey. This folder should include copies of the existing owner's title insurance policy issued by Granite State Title Insurance Company, Policy No. GST-2011-04872, dated April 14, 2011; the existing ALTA/NSPS Land Title Survey prepared by Clearview Land Surveyors Inc. dated March 2, 2011; all recorded encumbrances, liens, easements, restrictive covenants, and other title exceptions, including without limitation the Ashford Partners LLC easement recorded at Liber 4823, Page 112, New York County Register's Office; all title endorsements; and any updated title search reports or abstracts in Seller's possession.

2. Leases and Tenant Information. This folder should include fully executed copies of all commercial leases currently in effect at the Property, including without limitation the leases with Harmon & Voss Retail Partners LLC, Solstice Wellness Studio Inc., Ridgepoint Consulting Group LLC, Calderon Specialty Insurance Digital Media Corp., and all tenants occupying Floors 8 and 9 of the building, together with all amendments, modifications, supplements, side letters, and guaranties; fully executed copies of all thirty-eight (38) residential lease agreements for units on Floors 10 through 14; current and historical rent rolls (covering at least the trailing three-year period); all material tenant correspondence, including default notices, renewal notices, and lease termination correspondence; security deposit records (including evidence of compliance with New York General Obligations Law § 7-103); records of any outstanding tenant improvement allowances or concessions; and any existing tenant estoppel certificates or subordination, non-disturbance, and attornment (SNDA) agreements.

3. Financial and Operating Statements. This folder should include audited or unaudited operating statements for the Property for fiscal years 2023, 2024, and 2025 (the trailing three-year period); the current-year (2026) operating budget; an annualized schedule of in-place net operating income ("NOI"); supporting documentation for all ancillary income, including antenna and telecommunications license revenues, signage revenues, and parking and storage revenues; accounts receivable aging reports; and capital expenditure schedules for the trailing three-year period and projected capital expenditures.

4. Environmental. This folder should include the most recent Phase I Environmental Site Assessment prepared by Whitmore Environmental Sciences LLC, dated June 15, 2020, together with any updates or reliance letters; any Phase II Environmental Site Assessment reports; all asbestos, lead paint, and other hazardous material abatement records; any environmental remediation documentation; and all correspondence with federal, state, or local environmental regulatory agencies, including the New York State Department of Environmental Conservation and the United States Environmental Protection Agency.

5. Zoning, Permits, and Land Use. This folder should include the current certificate of occupancy (or certificates of occupancy, if more than one) for the building; all building permits (open and closed); zoning lot documentation confirming the Property's location within a C6-4 zoning district, including any zoning lot development agreements, declarations of zoning lot restrictions, or other instruments recorded against the Property; any special permits or variances granted by the New York City Board of Standards and Appeals or the City Planning Commission; and any landmark or historic preservation designations or applications.

6. Violations and Compliance. This folder should include the results of current violation searches with the DOB, ECB, HPD, and FDNY; copies of all open and outstanding violations, together with documentation evidencing the cure or dismissal of any previously issued violations; any compliance certifications or reports; Local Law 11 (façade inspection) reports; Local Law 87 (energy audit and retro-commissioning) reports; and elevator inspection certificates.

7. Insurance. This folder should include copies of all current insurance policies maintained with respect to the Property, including property and casualty insurance, commercial general liability insurance, umbrella/excess liability insurance, rent loss/business interruption insurance, and flood insurance (including evidence of compliance with National Flood Insurance Program requirements, if applicable); certificates of insurance; loss run reports and claims history for the trailing five-year period; and any correspondence with insurers regarding claims, coverage disputes, or policy modifications.

8. Property Management. This folder should include a fully executed copy of the property management agreement between Seller and Atlas Urban Management Corp. (the "Management Agreement"), including all schedules, exhibits, amendments, and modifications; documentation confirming the current term of the Management Agreement (understood to extend through December 31, 2027) and the management fee (understood to be 4.0% of effective gross income); all material correspondence between Seller and Atlas Urban Management Corp.; and any subcontracts or delegation agreements entered into by Atlas Urban Management Corp. in connection with its management of the Property.

9. Existing Financing. This folder should include all documents relating to the existing mortgage loan from Eastbridge Commercial Bank, N.A., including the promissory note, the mortgage instrument (original principal amount of $41,100,000, recorded April 14, 2011), any loan modification, extension, or amendment agreements, the UCC-1 financing statement, any intercreditor or subordination agreements, the original title insurance loan policy, assignment of leases and rents, guaranty agreements (if any), environmental indemnity agreements, and reserves escrow agreements; a current statement of the outstanding loan balance, accrued interest, and any prepayment premium or yield maintenance obligations; and information regarding the loan servicer and procedures for obtaining a payoff letter. We note that additional requests regarding existing financing documents may be forthcoming in connection with BFO's exploration of a CEMA structure, as discussed in Section VII below.

10. Real Property Tax. This folder should include current and prior-year real property tax bills for the Property; the most recent Notice of Property Value issued by the New York City Department of Finance; the tentative assessed value for Fiscal Year 2026/2027; documentation of any pending or prior tax certiorari proceedings (including any proceedings filed under Article 7 of the New York Real Property Tax Law); any applications for tax abatements or exemptions, including Industrial and Commercial Abatement Program (ICAP) applications; and RPIE (Real Property Income and Expense) filings for the trailing three-year period.

11. Organizational and Entity Documents. This folder should include the operating agreement of Meridian Gateway Holdings LLC (as amended); the certificate of formation of Meridian Gateway Holdings LLC filed with the Delaware Division of Corporations (or such other jurisdiction of organization); all amendments to the certificate of formation and operating agreement; a certificate of good standing from the jurisdiction of organization, dated within thirty (30) days of production; a certificate of authority to transact business in the State of New York; and evidence of the authority of Victor S. Papadopoulos and Elena K. Rosenberg, as managing members of Meridian Gateway Holdings LLC, to authorize the contemplated transaction, including any required member consents or resolutions.

12. Service Contracts and Warranties. This folder should include copies of all service and maintenance contracts relating to the operation of the Property, including elevator maintenance agreements, HVAC service contracts, cleaning and janitorial agreements, security service contracts, landscaping contracts, pest control agreements, refuse removal contracts, and any other agreements for ongoing services at the Property; together with copies of all equipment warranties, including warranties arising from the 2016–2020 capital improvement program, and documentation of any pending warranty claims.

13. Capital Improvements. This folder should include complete documentation of the capital improvement program undertaken at the Property during the period 2016 through 2020, with a reported aggregate cost of approximately $14,200,000; all construction contracts, architect agreements, and engineering contracts; all AIA payment applications and certificates; all change orders; lien waivers and releases (partial and final) from all contractors, subcontractors, and material suppliers; final sign-offs and certificates of completion; building permits and related DOB approvals; and any warranties or guaranties provided by contractors.

14. Litigation and Claims. This folder should include a schedule of all pending, threatened, or settled litigation, arbitration, or administrative proceedings involving the Property or Seller (in its capacity as owner of the Property), including personal injury and property damage claims, tenant disputes, construction disputes, employment claims, and any proceedings before governmental agencies; together with copies of pleadings, settlement agreements, and insurance coverage correspondence for any such matters.

15. Miscellaneous. This folder should include any other documents or materials responsive to the Request List that do not fall within the foregoing categories, as well as any documents or information that Seller believes are relevant to Buyer's due diligence investigation of the Property.

B. Data Room Access Credentials

We request that Data Room access credentials be provided to the following individuals on behalf of Buyer:

Buyer's Counsel:

• Angela Fontaine, Partner, Calderwood & Harkness LLP

• Cynthia Ho, Associate, Calderwood & Harkness LLP

• Grace Nakamura, Associate, Calderwood & Harkness LLP

Buyer's Principals:

• Margaux Ashworth-Levine, Principal & Head of Real Estate Investments, Briarwood Family Office LLC

• Theodore R. Ashworth, Founder & Managing Principal, Briarwood Family Office LLC

Buyer's Consultants (access to relevant folders as applicable):

• Dr. Samantha Reeves, Whitmore Environmental Sciences LLC (Folder 4 — Environmental)

• Mark Espinoza, Halcyon Planning Associates LLC (Folders 5, 6 — Zoning/Permits/Land Use, Violations/Compliance)

• Robert Huang, MAI, Kensington Valuation Group Inc. (Folders 2, 3, 10, 12 — Leases, Financial, Tax, Service Contracts)

• Laura Siddiqui, CPA, Edgemont Nash & Co. LLP (Folders 3, 10 — Financial/Operating, Real Property Tax)

• Clearview Land Surveyors Inc. (Folder 1 — Title and Survey)

We note that all materials uploaded to and accessible through the Data Room will be treated as confidential information in accordance with the confidentiality provisions set forth in Section 8 of the executed LOI dated March 14, 2026. Each individual granted access to the Data Room will be bound by such confidentiality provisions, and we will ensure that each consultant is made aware of and agrees to comply with such obligations prior to accessing any materials.

C. Data Room Functionality

We request that the Data Room platform selected by Seller include the following functionality:

• Document download capability (in native format and PDF);

• Printing capability;

• Full-text search and indexing functionality;

• Document-level activity tracking and audit trail; and

• User permission controls allowing Seller to manage access on a folder-by-folder basis.

In addition, we request that Seller provide a comprehensive document index upon the initial upload of materials to the Data Room, and that Seller provide updated document indices on a rolling basis as additional materials are added. The document index should include, at a minimum, the document title, date, folder assignment, and a brief description of each uploaded item.

V. Property Access and Inspections

In addition to the document production described above, BFO will need reasonable access to the Property to conduct physical inspections and assessments as part of its due diligence investigation. We respectfully request that Seller coordinate with Atlas Urban Management Corp. — and specifically with Gerald Fitch, Senior Property Manager — to facilitate access to the Property for the following inspections and assessments:

1. Updated ALTA/NSPS Land Title Survey. Clearview Land Surveyors Inc. has been engaged by Buyer to prepare an updated ALTA/NSPS Land Title Survey of the Property. Buyer's surveyors will require access to the building interior, roof, basement, mechanical areas, and all common areas, as well as the building perimeter and any adjacent areas necessary to complete the survey.

2. Updated Phase I Environmental Site Assessment. Whitmore Environmental Sciences LLC (Dr. Samantha Reeves, Project Director) has been engaged by Buyer to prepare an updated Phase I Environmental Site Assessment in accordance with ASTM E1527-21 standards. Buyer's environmental consultant will require access to all areas of the Property, including the basement, sub-basement (if any), mechanical rooms, storage areas, and the building exterior, as well as the opportunity to interview the property manager and building engineer regarding current and historical operations.

3. Property Appraisal. Kensington Valuation Group Inc. (Robert Huang, MAI, Senior Managing Director) has been engaged by Buyer to prepare an appraisal of the Property in compliance with the Uniform Standards of Professional Appraisal Practice (USPAP). Mr. Huang will require a guided tour of the Property, including representative tenant spaces, common areas, mechanical systems, the building exterior, and the roof.

4. Physical Condition and Engineering Inspection. Buyer intends to engage a qualified engineering firm to conduct a comprehensive property condition assessment of the building's structural, mechanical, electrical, plumbing, fire protection, life safety, vertical transportation, and building envelope systems. The engineering team will require access to all mechanical rooms, elevator machine rooms, electrical switchgear rooms, boiler rooms, roof areas, representative tenant spaces, common areas, and the building exterior.

5. Insurance Assessment. Lockhart & Pryor Insurance Advisors LLC (Nadia Kowalski, Senior Vice President) will need to conduct a site visit in connection with its assessment of appropriate insurance coverage for the Property following Buyer's acquisition. Ms. Kowalski will require access to the building's fire protection systems, emergency systems, and other risk management infrastructure.

We would appreciate receiving Seller's proposed dates and procedures for providing property access at your earliest convenience. We understand that reasonable advance notice will be required, and Buyer and its consultants will comply with any reasonable scheduling and access protocols established by Seller and Atlas Urban Management Corp. to minimize disruption to the Property's tenants and operations. We would propose that the parties agree on a minimum notice period of not less than two (2) business days for each inspection visit, unless the parties mutually agree to a shorter period.

VI. Coordination with Buyer's Financing Sources

We wish to advise you that BFO is currently in discussions with prospective financing sources in connection with the proposed acquisition. Specifically, BFO is in discussions with Pinnacle Federal Savings Bank (Daniel Ortega, Senior Vice President, Commercial Real Estate Lending) regarding senior acquisition financing, and with Caliber Point Capital Partners LP (Priya Sundaram, Managing Director) regarding a preferred equity investment in the acquisition vehicle. Both of these financing sources will require access to certain due diligence materials as part of their respective underwriting processes.

Accordingly, we wish to advise Seller that certain documents and materials produced by Seller in connection with BFO's due diligence investigation may need to be shared with Buyer's prospective lender and preferred equity source, subject at all times to the confidentiality provisions set forth in Section 8 of the LOI. We respectfully request Seller's acknowledgment that such sharing is permitted under the terms of the LOI, provided that each financing source executes a customary confidentiality agreement or is otherwise bound by confidentiality obligations consistent with those set forth in the LOI. We are prepared to provide copies of any such confidentiality agreements for Seller's review upon request.

VII. CEMA Cooperation

We also wish to advise you that BFO intends to explore the feasibility of structuring the acquisition financing through a Consolidation, Extension, and Modification Agreement ("CEMA") with respect to the existing mortgage lien held by Eastbridge Commercial Bank, N.A. As you are aware, a CEMA structure — whereby the existing mortgage lien is assigned to Buyer's acquisition lender (or its designee) rather than discharged and a new mortgage recorded — would result in significant mortgage recording tax savings for both parties under the New York Tax Law. Given the outstanding principal balance of the existing Eastbridge mortgage, the potential savings could be substantial.

In order to evaluate the feasibility of a CEMA structure, we respectfully request the following from Seller:

(a) Seller's cooperation in providing current loan balance information and payoff procedures from Eastbridge Commercial Bank, N.A.;

(b) Seller's cooperation in facilitating communication between Buyer's counsel and Eastbridge Commercial Bank, N.A. (or its loan servicer) regarding the potential assignment of the existing mortgage lien; and

(c) Seller's agreement to cooperate in good faith in connection with the CEMA process, including the execution of such documents and instruments as may be reasonably necessary to effectuate the assignment of the existing mortgage.

We anticipate that the specific terms and procedures relating to any CEMA structure will be addressed in the Purchase and Sale Agreement, and we intend to include appropriate provisions regarding CEMA cooperation in our initial draft of the PSA. We raise the topic at this time, however, so that Seller and Eastbridge may begin evaluating the feasibility of such a structure in advance of PSA negotiations.

VIII. Closing and Contact Information

We appreciate Seller's anticipated cooperation in connection with the foregoing, and we look forward to a productive and efficient due diligence process. We remain available at your convenience to discuss the Request List, the proposed data room structure, property access logistics, or any other aspect of the due diligence process.

For purposes of day-to-day due diligence coordination, we ask that you direct all correspondence, document production inquiries, and scheduling requests to the following individual, who will serve as the primary point of contact on behalf of Buyer:

Cynthia Ho, Associate Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-7138

Email: cho@calderwoodharkness.com

Please also copy all substantive correspondence to the undersigned's supervising partner:

Angela Fontaine, Partner Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-7112

Email: afontaine@calderwoodharkness.com

Thank you for your attention to this matter. We look forward to receiving the requested materials and to working with you and your client toward a successful and timely closing.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Cynthia Ho Associate One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-7138

Email: cho@calderwoodharkness.com

cc: (via email)

Angela Fontaine, Esq., Partner, Calderwood & Harkness LLP Douglas Fairchild, Esq., Partner, Calderwood & Harkness LLP Grace Nakamura, Esq., Associate, Calderwood & Harkness LLP Margaux Ashworth-Levine, Principal & Head of Real Estate Investments, Briarwood Family Office LLC Theodore R. Ashworth, Founder & Managing Principal, Briarwood Family Office LLC

Enclosure:

Preliminary Due Diligence Request List (450 West 34th Street, New York, NY 10001 — Block 754, Lot 42, Borough of Manhattan)

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-7100 Facsimile: (212) 555-7101 www.calderwoodharkness.com
March 17, 2026
VIA EMAIL AND FIRST-CLASS MAIL
Rebecca Tran, Esq. Hargrove, Pettigrew & Sloane LLP 399 Park Avenue, 18th Floor New York, New York 10022
Re: Prospective Acquisition of 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) by Briarwood Family Office LLC (or its designee, BFO 450 West 34th LLC) from Meridian Gateway Holdings LLC
C&H Matter No. 1026-00003
Dear Ms. Tran:
I. Purpose and Context
This firm represents Briarwood Family Office LLC ("BFO" or "Buyer") in connection with its proposed acquisition of the mixed-use property known as 450 West 34th Street, New York, New York 10001, designated as Block 754, Lot 42, Borough of Manhattan on the Tax Map of the City of New York (the "Property"), from Meridian Gateway Holdings LLC ("Seller" or "Meridian Gateway"). We write to you in your capacity as counsel to Seller in connection with this transaction.
As you are aware, the parties have fully executed that certain Letter of Intent dated March 14, 2026 (the "LOI"), signed by Theodore R. Ashworth on behalf of BFO and Victor S. Papadopoulos on behalf of Meridian Gateway Holdings LLC, setting forth the principal terms pursuant to which BFO (or its designee, BFO 450 West 34th LLC, a Delaware limited liability company to be formed) proposes to acquire fee simple title to the Property from Seller for an aggregate purchase price of One Hundred Twenty Million Dollars ($120,000,000.00) (the "Purchase Price").
The purpose of this letter is to transmit the enclosed Preliminary Due Diligence Request List (the "Request List") in anticipation of the negotiation and execution of a Purchase and Sale Agreement (the "PSA") between Buyer and Seller. The parties have agreed to target execution of the PSA by April 11, 2026, with a forty-five (45) day Due Diligence Period to commence upon PSA execution. It is our mutual understanding that the parties are working toward an efficient closing targeted for June 30, 2026. Early production of the documents and materials described in the Request List will materially facilitate the parties' ability to finalize the PSA on the agreed-upon timeline, allow Buyer's consultants and advisors to commence their review promptly upon execution of the PSA, and ensure that the transaction proceeds in an orderly and expeditious manner toward the target closing date. We therefore respectfully request Seller's prompt attention to the items described herein and in the enclosed Request List.
II. Transmittal of Due Diligence Request List
Enclosed herewith, as a single exhibit to this letter, is Buyer's Preliminary Due Diligence Request List, consisting of the categories and specific items of documentation and information described in further detail below and in the enclosed schedule. The Request List has been prepared based upon our preliminary review of publicly available information regarding the Property, the terms and representations set forth in the LOI, and standard due diligence procedures for the acquisition of a commercial mixed-use property of this nature and scale in the Borough of Manhattan.
The Request List covers, among other things, the following principal categories of documentation and information:
• Title and survey documentation, including the existing owner's title insurance policy and all recorded encumbrances, liens, easements, and exceptions;
• All tenant leases (commercial and residential) and related correspondence, amendments, rent rolls, security deposit records, estoppel certificates, and subordination, non-disturbance, and attornment agreements;
• Financial and operating statements for the Property, including trailing three-year income and expense statements, current-year budgets, and annualized in-place net operating income schedules;
• Environmental reports, including the most recent Phase I Environmental Site Assessment, any Phase II investigations, abatement records, and correspondence with regulatory authorities;
• Zoning and permitting records, including the certificate of occupancy, building permits, zoning lot documentation, and any special permits or variances affecting the Property;
• Building violation and compliance records from the New York City Department of Buildings ("DOB"), the Environmental Control Board ("ECB"), the Department of Housing Preservation and Development ("HPD"), and the Fire Department of the City of New York ("FDNY"), together with all cure documentation;
• Insurance policies currently in effect with respect to the Property, including property and casualty, general liability, umbrella, rent loss, and flood insurance policies, together with claims history;
• The existing property management agreement between Seller and Atlas Urban Management Corp., including all amendments, schedules, and related correspondence;
• Existing financing documents relating to the mortgage in favor of Eastbridge Commercial Bank, N.A., including the mortgage note, mortgage instrument, UCC-1 financing statement, loan modification or amendment documents, and current loan balance information;
• Real property tax records and assessment information, including current and prior year tax bills, assessment notices, and information regarding any pending or prior tax certiorari proceedings;
• Organizational documents of Meridian Gateway Holdings LLC, including the operating agreement, certificate of formation, amendments, good standing certificates, and evidence of managing member authority;
• All service and maintenance contracts relating to the Property, including elevator, HVAC, cleaning, security, and other building service contracts;
• Documentation relating to the capital improvement program undertaken at the Property during the period 2016 through 2020; and
• Information regarding any pending, threatened, or settled litigation, arbitration, or administrative proceedings involving the Property or Seller.
We wish to emphasize that the enclosed Request List is preliminary in nature. BFO expressly reserves the right to supplement, amend, or expand the Request List as its due diligence investigation progresses, as additional information becomes available, and as Buyer's consultants and financing sources identify additional items required for their respective analyses. We will endeavor to provide any supplemental requests in a timely and organized manner so as not to unduly burden Seller's production efforts.
III. Request for Document Production Timeline
We respectfully request that Seller produce all responsive documents and materials within ten (10) business days of the date of this letter — that is, on or before March 31, 2026. We believe this timeline is reasonable given the scope of the Request List and the fact that many of the requested items should be readily available in Seller's files or in the possession of Seller's property manager, Atlas Urban Management Corp.
We acknowledge that certain items on the Request List may require additional time to compile, locate, or obtain from third parties. To the extent that Seller anticipates that any particular category or item of documentation will require additional time beyond the ten-business-day period, we respectfully ask that your office identify any such items promptly — and in any event no later than five (5) business days from the date of this letter — so that the parties can agree on a reasonable supplemental schedule for production of those items.
We wish to underscore the importance of timely and complete production of the requested materials. The parties have agreed to a target PSA execution date of April 11, 2026. If the PSA is executed on that date, the forty-five (45) day Due Diligence Period would expire on May 26, 2026, and the target closing date of June 30, 2026 would allow only approximately five (5) weeks between the expiration of the Due Diligence Period and the scheduled closing. Delays in document production will compress Buyer's review period and may jeopardize the parties' ability to meet these important milestones. Accordingly, we urge Seller to treat the production of due diligence materials as a matter of priority. We are, of course, available to discuss any questions or concerns regarding the scope or specifics of any item on the Request List.
IV. Proposed Data Room Structure and Access Protocol
In order to facilitate the organized production, sharing, and review of due diligence materials, we propose that Seller establish an electronic virtual data room (the "Data Room") for the uploading and hosting of all responsive documents and materials. The use of a secure virtual data room platform is, in our experience, the most efficient and secure method for managing document production in transactions of this nature and scale, and will permit the parties and their respective advisors to access materials remotely and on a continuous basis throughout the diligence period.
A. Proposed Folder Structure
We propose that the Data Room be organized into the following folder categories, which mirror the categories set forth in the Request List:
1. Title and Survey. This folder should include copies of the existing owner's title insurance policy issued by Granite State Title Insurance Company, Policy No. GST-2011-04872, dated April 14, 2011; the existing ALTA/NSPS Land Title Survey prepared by Clearview Land Surveyors Inc. dated March 2, 2011; all recorded encumbrances, liens, easements, restrictive covenants, and other title exceptions, including without limitation the Ashford Partners LLC easement recorded at Liber 4823, Page 112, New York County Register's Office; all title endorsements; and any updated title search reports or abstracts in Seller's possession.
2. Leases and Tenant Information. This folder should include fully executed copies of all commercial leases currently in effect at the Property, including without limitation the leases with Harmon & Voss Retail Partners LLC, Solstice Wellness Studio Inc., Ridgepoint Consulting Group LLC, Calderon Specialty Insurance Digital Media Corp., and all tenants occupying Floors 8 and 9 of the building, together with all amendments, modifications, supplements, side letters, and guaranties; fully executed copies of all thirty-eight (38) residential lease agreements for units on Floors 10 through 14; current and historical rent rolls (covering at least the trailing three-year period); all material tenant correspondence, including default notices, renewal notices, and lease termination correspondence; security deposit records (including evidence of compliance with New York General Obligations Law § 7-103); records of any outstanding tenant improvement allowances or concessions; and any existing tenant estoppel certificates or subordination, non-disturbance, and attornment (SNDA) agreements.
3. Financial and Operating Statements. This folder should include audited or unaudited operating statements for the Property for fiscal years 2023, 2024, and 2025 (the trailing three-year period); the current-year (2026) operating budget; an annualized schedule of in-place net operating income ("NOI"); supporting documentation for all ancillary income, including antenna and telecommunications license revenues, signage revenues, and parking and storage revenues; accounts receivable aging reports; and capital expenditure schedules for the trailing three-year period and projected capital expenditures.
4. Environmental. This folder should include the most recent Phase I Environmental Site Assessment prepared by Whitmore Environmental Sciences LLC, dated June 15, 2020, together with any updates or reliance letters; any Phase II Environmental Site Assessment reports; all asbestos, lead paint, and other hazardous material abatement records; any environmental remediation documentation; and all correspondence with federal, state, or local environmental regulatory agencies, including the New York State Department of Environmental Conservation and the United States Environmental Protection Agency.
5. Zoning, Permits, and Land Use. This folder should include the current certificate of occupancy (or certificates of occupancy, if more than one) for the building; all building permits (open and closed); zoning lot documentation confirming the Property's location within a C6-4 zoning district, including any zoning lot development agreements, declarations of zoning lot restrictions, or other instruments recorded against the Property; any special permits or variances granted by the New York City Board of Standards and Appeals or the City Planning Commission; and any landmark or historic preservation designations or applications.
6. Violations and Compliance. This folder should include the results of current violation searches with the DOB, ECB, HPD, and FDNY; copies of all open and outstanding violations, together with documentation evidencing the cure or dismissal of any previously issued violations; any compliance certifications or reports; Local Law 11 (façade inspection) reports; Local Law 87 (energy audit and retro-commissioning) reports; and elevator inspection certificates.
7. Insurance. This folder should include copies of all current insurance policies maintained with respect to the Property, including property and casualty insurance, commercial general liability insurance, umbrella/excess liability insurance, rent loss/business interruption insurance, and flood insurance (including evidence of compliance with National Flood Insurance Program requirements, if applicable); certificates of insurance; loss run reports and claims history for the trailing five-year period; and any correspondence with insurers regarding claims, coverage disputes, or policy modifications.
8. Property Management. This folder should include a fully executed copy of the property management agreement between Seller and Atlas Urban Management Corp. (the "Management Agreement"), including all schedules, exhibits, amendments, and modifications; documentation confirming the current term of the Management Agreement (understood to extend through December 31, 2027) and the management fee (understood to be 4.0% of effective gross income); all material correspondence between Seller and Atlas Urban Management Corp.; and any subcontracts or delegation agreements entered into by Atlas Urban Management Corp. in connection with its management of the Property.
9. Existing Financing. This folder should include all documents relating to the existing mortgage loan from Eastbridge Commercial Bank, N.A., including the promissory note, the mortgage instrument (original principal amount of $41,100,000, recorded April 14, 2011), any loan modification, extension, or amendment agreements, the UCC-1 financing statement, any intercreditor or subordination agreements, the original title insurance loan policy, assignment of leases and rents, guaranty agreements (if any), environmental indemnity agreements, and reserves escrow agreements; a current statement of the outstanding loan balance, accrued interest, and any prepayment premium or yield maintenance obligations; and information regarding the loan servicer and procedures for obtaining a payoff letter. We note that additional requests regarding existing financing documents may be forthcoming in connection with BFO's exploration of a CEMA structure, as discussed in Section VII below.
10. Real Property Tax. This folder should include current and prior-year real property tax bills for the Property; the most recent Notice of Property Value issued by the New York City Department of Finance; the tentative assessed value for Fiscal Year 2026/2027; documentation of any pending or prior tax certiorari proceedings (including any proceedings filed under Article 7 of the New York Real Property Tax Law); any applications for tax abatements or exemptions, including Industrial and Commercial Abatement Program (ICAP) applications; and RPIE (Real Property Income and Expense) filings for the trailing three-year period.
11. Organizational and Entity Documents. This folder should include the operating agreement of Meridian Gateway Holdings LLC (as amended); the certificate of formation of Meridian Gateway Holdings LLC filed with the Delaware Division of Corporations (or such other jurisdiction of organization); all amendments to the certificate of formation and operating agreement; a certificate of good standing from the jurisdiction of organization, dated within thirty (30) days of production; a certificate of authority to transact business in the State of New York; and evidence of the authority of Victor S. Papadopoulos and Elena K. Rosenberg, as managing members of Meridian Gateway Holdings LLC, to authorize the contemplated transaction, including any required member consents or resolutions.
12. Service Contracts and Warranties. This folder should include copies of all service and maintenance contracts relating to the operation of the Property, including elevator maintenance agreements, HVAC service contracts, cleaning and janitorial agreements, security service contracts, landscaping contracts, pest control agreements, refuse removal contracts, and any other agreements for ongoing services at the Property; together with copies of all equipment warranties, including warranties arising from the 2016–2020 capital improvement program, and documentation of any pending warranty claims.
13. Capital Improvements. This folder should include complete documentation of the capital improvement program undertaken at the Property during the period 2016 through 2020, with a reported aggregate cost of approximately $14,200,000; all construction contracts, architect agreements, and engineering contracts; all AIA payment applications and certificates; all change orders; lien waivers and releases (partial and final) from all contractors, subcontractors, and material suppliers; final sign-offs and certificates of completion; building permits and related DOB approvals; and any warranties or guaranties provided by contractors.
14. Litigation and Claims. This folder should include a schedule of all pending, threatened, or settled litigation, arbitration, or administrative proceedings involving the Property or Seller (in its capacity as owner of the Property), including personal injury and property damage claims, tenant disputes, construction disputes, employment claims, and any proceedings before governmental agencies; together with copies of pleadings, settlement agreements, and insurance coverage correspondence for any such matters.
15. Miscellaneous. This folder should include any other documents or materials responsive to the Request List that do not fall within the foregoing categories, as well as any documents or information that Seller believes are relevant to Buyer's due diligence investigation of the Property.
B. Data Room Access Credentials
We request that Data Room access credentials be provided to the following individuals on behalf of Buyer:
Buyer's Counsel:
• Angela Fontaine, Partner, Calderwood & Harkness LLP
• Cynthia Ho, Associate, Calderwood & Harkness LLP
• Grace Nakamura, Associate, Calderwood & Harkness LLP
Buyer's Principals:
• Margaux Ashworth-Levine, Principal & Head of Real Estate Investments, Briarwood Family Office LLC
• Theodore R. Ashworth, Founder & Managing Principal, Briarwood Family Office LLC
Buyer's Consultants (access to relevant folders as applicable):
• Dr. Samantha Reeves, Whitmore Environmental Sciences LLC (Folder 4 — Environmental)
• Mark Espinoza, Halcyon Planning Associates LLC (Folders 5, 6 — Zoning/Permits/Land Use, Violations/Compliance)
• Robert Huang, MAI, Kensington Valuation Group Inc. (Folders 2, 3, 10, 12 — Leases, Financial, Tax, Service Contracts)
• Laura Siddiqui, CPA, Edgemont Nash & Co. LLP (Folders 3, 10 — Financial/Operating, Real Property Tax)
• Clearview Land Surveyors Inc. (Folder 1 — Title and Survey)
We note that all materials uploaded to and accessible through the Data Room will be treated as confidential information in accordance with the confidentiality provisions set forth in Section 8 of the executed LOI dated March 14, 2026. Each individual granted access to the Data Room will be bound by such confidentiality provisions, and we will ensure that each consultant is made aware of and agrees to comply with such obligations prior to accessing any materials.
C. Data Room Functionality
We request that the Data Room platform selected by Seller include the following functionality:
• Document download capability (in native format and PDF);
• Printing capability;
• Full-text search and indexing functionality;
• Document-level activity tracking and audit trail; and
• User permission controls allowing Seller to manage access on a folder-by-folder basis.
In addition, we request that Seller provide a comprehensive document index upon the initial upload of materials to the Data Room, and that Seller provide updated document indices on a rolling basis as additional materials are added. The document index should include, at a minimum, the document title, date, folder assignment, and a brief description of each uploaded item.
V. Property Access and Inspections
In addition to the document production described above, BFO will need reasonable access to the Property to conduct physical inspections and assessments as part of its due diligence investigation. We respectfully request that Seller coordinate with Atlas Urban Management Corp. — and specifically with Gerald Fitch, Senior Property Manager — to facilitate access to the Property for the following inspections and assessments:
1. Updated ALTA/NSPS Land Title Survey. Clearview Land Surveyors Inc. has been engaged by Buyer to prepare an updated ALTA/NSPS Land Title Survey of the Property. Buyer's surveyors will require access to the building interior, roof, basement, mechanical areas, and all common areas, as well as the building perimeter and any adjacent areas necessary to complete the survey.
2. Updated Phase I Environmental Site Assessment. Whitmore Environmental Sciences LLC (Dr. Samantha Reeves, Project Director) has been engaged by Buyer to prepare an updated Phase I Environmental Site Assessment in accordance with ASTM E1527-21 standards. Buyer's environmental consultant will require access to all areas of the Property, including the basement, sub-basement (if any), mechanical rooms, storage areas, and the building exterior, as well as the opportunity to interview the property manager and building engineer regarding current and historical operations.
3. Property Appraisal. Kensington Valuation Group Inc. (Robert Huang, MAI, Senior Managing Director) has been engaged by Buyer to prepare an appraisal of the Property in compliance with the Uniform Standards of Professional Appraisal Practice (USPAP). Mr. Huang will require a guided tour of the Property, including representative tenant spaces, common areas, mechanical systems, the building exterior, and the roof.
4. Physical Condition and Engineering Inspection. Buyer intends to engage a qualified engineering firm to conduct a comprehensive property condition assessment of the building's structural, mechanical, electrical, plumbing, fire protection, life safety, vertical transportation, and building envelope systems. The engineering team will require access to all mechanical rooms, elevator machine rooms, electrical switchgear rooms, boiler rooms, roof areas, representative tenant spaces, common areas, and the building exterior.
5. Insurance Assessment. Lockhart & Pryor Insurance Advisors LLC (Nadia Kowalski, Senior Vice President) will need to conduct a site visit in connection with its assessment of appropriate insurance coverage for the Property following Buyer's acquisition. Ms. Kowalski will require access to the building's fire protection systems, emergency systems, and other risk management infrastructure.
We would appreciate receiving Seller's proposed dates and procedures for providing property access at your earliest convenience. We understand that reasonable advance notice will be required, and Buyer and its consultants will comply with any reasonable scheduling and access protocols established by Seller and Atlas Urban Management Corp. to minimize disruption to the Property's tenants and operations. We would propose that the parties agree on a minimum notice period of not less than two (2) business days for each inspection visit, unless the parties mutually agree to a shorter period.
VI. Coordination with Buyer's Financing Sources
We wish to advise you that BFO is currently in discussions with prospective financing sources in connection with the proposed acquisition. Specifically, BFO is in discussions with Pinnacle Federal Savings Bank (Daniel Ortega, Senior Vice President, Commercial Real Estate Lending) regarding senior acquisition financing, and with Caliber Point Capital Partners LP (Priya Sundaram, Managing Director) regarding a preferred equity investment in the acquisition vehicle. Both of these financing sources will require access to certain due diligence materials as part of their respective underwriting processes.
Accordingly, we wish to advise Seller that certain documents and materials produced by Seller in connection with BFO's due diligence investigation may need to be shared with Buyer's prospective lender and preferred equity source, subject at all times to the confidentiality provisions set forth in Section 8 of the LOI. We respectfully request Seller's acknowledgment that such sharing is permitted under the terms of the LOI, provided that each financing source executes a customary confidentiality agreement or is otherwise bound by confidentiality obligations consistent with those set forth in the LOI. We are prepared to provide copies of any such confidentiality agreements for Seller's review upon request.
VII. CEMA Cooperation
We also wish to advise you that BFO intends to explore the feasibility of structuring the acquisition financing through a Consolidation, Extension, and Modification Agreement ("CEMA") with respect to the existing mortgage lien held by Eastbridge Commercial Bank, N.A. As you are aware, a CEMA structure — whereby the existing mortgage lien is assigned to Buyer's acquisition lender (or its designee) rather than discharged and a new mortgage recorded — would result in significant mortgage recording tax savings for both parties under the New York Tax Law. Given the outstanding principal balance of the existing Eastbridge mortgage, the potential savings could be substantial.
In order to evaluate the feasibility of a CEMA structure, we respectfully request the following from Seller:
(a) Seller's cooperation in providing current loan balance information and payoff procedures from Eastbridge Commercial Bank, N.A.;
(b) Seller's cooperation in facilitating communication between Buyer's counsel and Eastbridge Commercial Bank, N.A. (or its loan servicer) regarding the potential assignment of the existing mortgage lien; and
(c) Seller's agreement to cooperate in good faith in connection with the CEMA process, including the execution of such documents and instruments as may be reasonably necessary to effectuate the assignment of the existing mortgage.
We anticipate that the specific terms and procedures relating to any CEMA structure will be addressed in the Purchase and Sale Agreement, and we intend to include appropriate provisions regarding CEMA cooperation in our initial draft of the PSA. We raise the topic at this time, however, so that Seller and Eastbridge may begin evaluating the feasibility of such a structure in advance of PSA negotiations.
VIII. Closing and Contact Information
We appreciate Seller's anticipated cooperation in connection with the foregoing, and we look forward to a productive and efficient due diligence process. We remain available at your convenience to discuss the Request List, the proposed data room structure, property access logistics, or any other aspect of the due diligence process.
For purposes of day-to-day due diligence coordination, we ask that you direct all correspondence, document production inquiries, and scheduling requests to the following individual, who will serve as the primary point of contact on behalf of Buyer:
Cynthia Ho, Associate Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-7138
Email: cho@calderwoodharkness.com
Please also copy all substantive correspondence to the undersigned's supervising partner:
Angela Fontaine, Partner Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-7112
Email: afontaine@calderwoodharkness.com
Thank you for your attention to this matter. We look forward to receiving the requested materials and to working with you and your client toward a successful and timely closing.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Cynthia Ho Associate One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-7138
Email: cho@calderwoodharkness.com
cc: (via email)
Angela Fontaine, Esq., Partner, Calderwood & Harkness LLP Douglas Fairchild, Esq., Partner, Calderwood & Harkness LLP Grace Nakamura, Esq., Associate, Calderwood & Harkness LLP Margaux Ashworth-Levine, Principal & Head of Real Estate Investments, Briarwood Family Office LLC Theodore R. Ashworth, Founder & Managing Principal, Briarwood Family Office LLC
Enclosure:
Preliminary Due Diligence Request List (450 West 34th Street, New York, NY 10001 — Block 754, Lot 42, Borough of Manhattan)

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