CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 38th Floor New York, NY 10006
Telephone: (212) 554-7200 Facsimile: (212) 554-7201 www.calderwoodharkness.com
March 3, 2026
Via Email and First Class Mail
Jonathan D. Hargrove, Esq. Hargrove, Pettigrew & Sloane LLP 399 Park Avenue, 18th Floor New York, NY 10022
Re: Proposed Acquisition of 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) — Briarwood Family Office LLC / Meridian Gateway Holdings LLC Calderwood & Harkness LLP Matter No. 1026-00003
Dear Mr. Hargrove:
This firm represents Briarwood Family Office LLC, a Delaware limited liability company ("Briarwood" or the "Buyer"), in connection with the proposed acquisition of the commercial property located at 450 West 34th Street, New York, New York 10001, known as Block 754, Lot 42, Borough of Manhattan (the "Property"). It is our understanding that your firm, Hargrove, Pettigrew & Sloane LLP, represents Meridian Gateway Holdings LLC, a New York limited liability company ("Meridian" or the "Seller"), in connection with this matter. I am the responsible partner at Calderwood & Harkness LLP for this engagement, and I look forward to working with you and your team as we advance this transaction.
Enclosed with this letter please find Briarwood's draft Letter of Intent (the "LOI" or the "Draft LOI"), which sets forth the principal terms and conditions upon which Briarwood proposes to acquire the Property from Meridian. The Draft LOI is presented in Buyer's form and is transmitted herewith for Seller's review and comment. As reflected on the face of the document, the Draft LOI is non-binding in nature, except with respect to certain specified provisions — namely, the exclusivity, confidentiality, and governing law provisions — which are intended to be binding upon execution by both parties.
For your convenience in reviewing the Draft LOI with your client, I have set forth below a brief summary of the material terms contained therein:
• Purchase Price: One Hundred Twenty Million Dollars ($120,000,000), payable in all cash to Seller at closing, subject to customary prorations, adjustments, and credits as will be more fully set forth in the definitive Purchase and Sale Agreement.
• Purchaser: Briarwood Family Office LLC, or its designee. Briarwood anticipates that the ultimate purchaser entity will be BFO 450 West 34th LLC, a Delaware limited liability company to be formed prior to execution of the definitive Purchase and Sale Agreement as a single-purpose acquisition entity.
• Earnest Money Deposit: Six Million Dollars ($6,000,000), representing five percent (5%) of the Purchase Price, to be deposited within three (3) business days following full execution of a definitive Purchase and Sale Agreement (the "PSA") into escrow with Prestige Escrow Services LLC, located at 1 Penn Plaza, Suite 4500, New York, New York 10119 (the "Escrow Agent").
• Additional Deposit: Three Million Dollars ($3,000,000), to be deposited with the Escrow Agent upon the expiration of the Due Diligence Period (as defined below), bringing the total deposits to Nine Million Dollars ($9,000,000).
• Due Diligence Period: Forty-five (45) calendar days from the date of full execution of the PSA (the "Due Diligence Period"), during which Buyer shall have an unconditional right to terminate the PSA for any reason or no reason in its sole and absolute discretion (a "free-look" termination right), with a full refund of the Earnest Money Deposit upon such termination.
• Target Closing Date: June 30, 2026.
• Outside Closing Date: July 31, 2026.
• Governing Law: The laws of the State of New York (binding provision).
• Exclusivity: A binding exclusivity provision pursuant to which Seller agrees not to solicit, entertain, negotiate, or accept any competing offers for the Property during the term of the LOI.
• Confidentiality: A binding confidentiality provision requiring both parties to maintain the confidentiality of the terms of the LOI and all information exchanged in connection with the proposed transaction.
We respectfully request that you and your team review the Draft LOI and provide any comments, proposed revisions, or a markup at your earliest convenience. As you will note, Briarwood's target date for mutual execution of the LOI is March 14, 2026, and we are hopeful that we can work collaboratively to finalize the LOI expeditiously in order to maintain the overall transaction timeline contemplated by the parties. To that end, we are pleased to make ourselves available to schedule a call at a mutually convenient time to discuss any open points, address any preliminary concerns that Meridian or your firm may have with respect to the Draft LOI, or otherwise facilitate an efficient exchange of comments. We believe that early engagement on any substantive issues will serve the interests of both parties in moving toward a definitive agreement on schedule.
Upon execution of the LOI, we anticipate transmitting a comprehensive due diligence request list to your firm and coordinating with Hargrove, Pettigrew & Sloane LLP on the logistics of document production and data room access. As you may expect, Briarwood's due diligence will be thorough and will encompass, among other matters, a review of all title and survey materials, existing lease and tenant documentation, environmental reports and assessments, zoning and land use compliance records, property tax records, financial operating statements, and building systems and structural condition reports. In connection with its diligence efforts, Briarwood intends to engage various third-party consultants — including environmental engineers, licensed surveyors, independent appraisers, and zoning and land use consultants — and will request access to the Property for physical inspection purposes during the Due Diligence Period, as contemplated by the LOI. We will coordinate all such access requests through your firm in an effort to minimize disruption to Meridian's operations at the Property. Additionally, the parties will work toward negotiation and execution of a definitive Purchase and Sale Agreement, with a target PSA execution date of April 11, 2026, thereby allowing adequate time for the contemplated Due Diligence Period to conclude well in advance of the target closing.
Should you or your client have any questions regarding the enclosed Draft LOI, or should you wish to schedule a call to discuss the foregoing, please do not hesitate to contact either me or Cynthia Ho, the lead associate on this matter. Our respective contact information is as follows:
Angela Fontaine, Partner Telephone: (212) 554-7218
Email: afontaine@calderwoodharkness.com
Cynthia Ho, Associate Telephone: (212) 554-7345
Email: cho@calderwoodharkness.com
Either Ms. Ho or I am available to discuss this matter at your convenience and to coordinate any calls between the respective deal teams as may be appropriate.
We appreciate your prompt attention to the enclosed Draft LOI and look forward to a productive and collaborative working relationship with you and the team at Hargrove, Pettigrew & Sloane LLP as we advance this transaction toward a successful closing. Please do not hesitate to reach out if there is anything we can do to facilitate your review.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Angela Fontaine Partner
One Liberty Plaza, 38th Floor New York, NY 10006 Telephone: (212) 554-7218
Email: afontaine@calderwoodharkness.com
Enclosure: Draft Letter of Intent — Briarwood Family Office LLC re: Proposed Acquisition of 450 West 34th Street, New York, NY 10001
cc: (via email)
Theodore R. Ashworth, Briarwood Family Office LLC Margaux Ashworth-Levine, Briarwood Family Office LLC Douglas Fairchild, Esq., Calderwood & Harkness LLP Cynthia Ho, Esq., Calderwood & Harkness LLP Grace Nakamura, Esq., Calderwood & Harkness LLP