1026-00003 · Calderwood & Harkness LLP · Diligence/Title & Survey

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MEMORANDUM

TO: Angela Fontaine, Partner, Real Estate — Calderwood & Harkness LLP

FROM: Cynthia Ho, Associate, Real Estate — Calderwood & Harkness LLP

DATE: March 27, 2026

RE: Survey Review — 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan)

MATTER NO.: 1026-00003

CLIENT: Briarwood Family Office LLC

STATUS: PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum has been prepared by counsel for Briarwood Family Office LLC in anticipation of a real estate acquisition transaction and is protected by the attorney-client privilege and the work product doctrine. This memorandum and its contents should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.

I. Purpose and Executive Summary

A. Purpose. The purpose of this memorandum is to review and analyze the existing ALTA/ACSM Land Title Survey for the property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property") in connection with the proposed acquisition of the Property by BFO 450 West 34th LLC, a to-be-formed Delaware limited liability company and wholly owned subsidiary of Briarwood Family Office LLC ("Briarwood" or the "Client"), from Meridian Gateway Holdings LLC ("Seller" or "Meridian"), for a purchase price of One Hundred Twenty Million Dollars ($120,000,000) (the "Acquisition"). This memorandum is intended to inform our team's diligence strategy, identify issues requiring resolution prior to closing, and provide recommendations regarding the procurement of an updated survey suitable for title insurance and lender requirements.

B. Survey Under Review

The survey under review was prepared by Clearview Land Surveyors Inc. ("Clearview"), dated March 2, 2011, and was originally commissioned in connection with Meridian's acquisition of the Property on April 14, 2011, for a purchase price of $68,500,000. The 2011 survey was certified to Meridian Gateway Holdings LLC and Eastbridge Commercial Bank, N.A. (in its capacity as the lender under a $41,100,000 acquisition mortgage), and was relied upon by Granite State Title Insurance Company in issuing an owner's title insurance policy in connection with that transaction. A copy of the 2011 survey has been requested from Seller's counsel, Hargrove, Pettigrew & Sloane LLP, pursuant to our due diligence request list and is referenced herein as Attachment A.

C. Executive Conclusion

The existing survey is approximately fifteen (15) years old as of the anticipated closing date and is stale for purposes of this Acquisition, for the title insurance requirements of Granite State Title Insurance Company (title officer Martin Clearfield), and for the lending requirements of Pinnacle Federal Savings Bank (the prospective senior lender for a $78,000,000 acquisition mortgage). The survey was prepared under the 2011 ALTA/ACSM Minimum Standard Detail Requirements, which have since been superseded by the 2016 and, most recently, the 2021 ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys (effective February 23, 2021). Since the survey was prepared, significant capital improvements totaling approximately $14,200,000 were undertaken by the Seller between 2016 and 2020, potentially altering the building footprint, exterior features, mechanical installations, signage, and other survey-relevant conditions. For all of these reasons, an updated ALTA/NSPS Land Title Survey compliant with the 2021 Minimum Standard Detail Requirements is strongly recommended, and in fact will be required as a practical matter in order to consummate the Acquisition on the terms currently contemplated.

D. Summary of Key Findings

The principal findings of this review are summarized as follows:

• Lot Area: The 2011 survey confirms a lot area of 20,125 square feet, which is consistent with the legal description in the existing title policy and the New York City tax map for Block 754, Lot 42.

• Building: The existing building is depicted as a fourteen (14)-story mixed-use structure (plus cellar) with a gross building area of approximately 186,400 square feet, originally constructed in 1928, with substantial renovation undertaken between 2016 and 2020.

• Ashford Partners LLC Easement: The survey depicts a vault space easement benefiting Consolidated Edison Company of New York, Inc. ("Ashford Partners LLC"), recorded at Liber 4823, Page 112, Office of the City Register, New York County. The vault space appears to be located beneath the sidewalk along the West 34th Street frontage.

• Encroachments: No major encroachments are apparent from the face of the 2011 survey, though current conditions may have changed as a result of the 2016–2020 renovation program.

• Staleness: The fifteen-year gap between the survey date and the anticipated closing necessitates a comprehensive update, including new fieldwork, to identify any changes to physical conditions, utility connections, easement locations, or encroachments that may have arisen during the intervening period.

• Verification Required: Several items require verification through updated survey fieldwork, as detailed in Sections IV and V below.

II. Description of the Existing Survey

A. Survey Identification

The existing survey under review is identified as follows:

• Surveyor: Clearview Land Surveyors Inc., a New York State licensed land surveying firm.

• Date of Survey: March 2, 2011.

• Type: ALTA/ACSM Land Title Survey.

• Prepared For: Meridian Gateway Holdings LLC (as purchaser/owner) and Eastbridge Commercial Bank, N.A. (as lender, in connection with the $41,100,000 acquisition mortgage recorded on April 14, 2011, in the Office of the City Register, New York County).

• Title Insurer at Time of Survey: Granite State Title Insurance Company, Policy No. GST-2011-04872, insured amount $68,500,000.

The survey bears the seal and signature of a licensed professional land surveyor registered in the State of New York. The certification language on the face of the survey conforms to the standard ALTA/ACSM certification form then in effect. As noted, this survey has not been recertified or updated at any point since its original preparation.

B. Property Identification

The Property as depicted on the 2011 survey is identified as follows:

• Address: 450 West 34th Street, New York, NY 10001.

• Tax Lot Designation: Block 754, Lot 42, Borough of Manhattan, City of New York.

• Zoning District: C6-4 (a high-density commercial district permitting a maximum floor area ratio of 10.0 for commercial uses and mixed-use buildings, subject to applicable special district overlays, if any).

• Lot Area Per Survey: 20,125 square feet.

• Building: A fourteen (14)-story mixed-use structure plus cellar, originally constructed in 1928.

• Gross Building Area: Approximately 186,400 square feet.

The building composition as shown on the 2011 survey plat and associated notes is as follows:

• Floors 1–2: Retail use, comprising approximately 28,600 square feet.

• Floors 3–9: Office use, comprising approximately 97,300 square feet.

• Floors 10–14: Residential use, comprising approximately 42,500 square feet across 38 dwelling units.

• Cellar: Storage and mechanical equipment, comprising approximately 18,000 square feet.

The building is depicted as a steel-frame and masonry structure of typical pre-war construction, occupying substantially all of the lot area, with party wall conditions on two sides, as discussed in greater detail below.

C. Survey Standards

The 2011 survey was prepared under the then-applicable 2011 ALTA/ACSM Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, which were jointly promulgated by the American Land Title Association and the American Congress on Surveying and Mapping. These standards have subsequently been superseded, first by the 2016 Minimum Standard Detail Requirements and then by the currently effective 2021 ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys (effective February 23, 2021), which were jointly adopted by the American Land Title Association and the National Society of Professional Surveyors.

It is important to note that current ALTA/NSPS standards impose additional requirements beyond those contained in the 2011 standards, including revised Table A optional survey responsibility items, updated certification language, clarified definitions of improvements and features to be shown, enhanced requirements for the depiction of utilities and means of access, and modified professional liability insurance disclosure obligations. The existing 2011 survey does not satisfy these current requirements and cannot be brought into compliance through mere recertification alone; updated fieldwork and a new survey plat will be required.

III. Key Survey Findings — Existing Conditions (as of March 2, 2011)

A. Lot Boundaries and Dimensions

The 2011 survey depicts the lot boundaries and dimensions for Block 754, Lot 42, Borough of Manhattan, encompassing a total lot area of 20,125 square feet. The lot configuration is generally rectangular, consistent with the typical lot pattern for mid-block properties in this portion of the Hudson Yards/Penn Station South area of Manhattan. The survey plat depicts the lot with frontage on West 34th Street along the northern lot line, with interior lot lines on the east, west, and south sides abutting adjacent privately owned parcels.

The lot dimensions and metes-and-bounds description shown on the 2011 survey are consistent with the legal description contained in the existing owner's title insurance policy issued by Granite State Title Insurance Company (Policy No. GST-2011-04872) and the deed of record by which Meridian acquired the Property. A cross-reference to the New York City tax map for Block 754, Lot 42 confirms that the tax lot boundaries depicted on the survey are consistent with the mapped lot lines maintained by the New York City Department of Finance. No discrepancies between the survey depiction and the record legal description were apparent upon our review. However, this conclusion should be verified through a comparison of the updated survey fieldwork against the deed description and any applicable reference maps.

B. Building Footprint and Improvements

The building is depicted on the 2011 survey as a fourteen (14)-story structure (plus cellar) occupying substantially all of the lot. The building walls are shown at or very near the lot lines on multiple sides, reflecting party wall conditions that are typical of Manhattan mid-block properties of this vintage. No building setbacks are depicted on the 2011 survey, which is consistent with the 1928 construction date of the building and the applicable zoning regulations for the C6-4 district, which does not impose front, side, or rear yard requirements on existing non-complying buildings of this character.

The 2011 survey depicts the building footprint as it existed at the time of the original survey fieldwork. However, it is critically important to note that substantial capital improvements totaling approximately $14,200,000 were completed between 2016 and 2020 by the Seller. The 2011 survey predates these improvements by five to nine years and does not reflect any resulting physical changes to the structure, mechanical systems, signage, building entrances, or other site conditions. The scope and nature of these improvements — which included renovation of the retail spaces, modernization of office floors, upgrades to building mechanical systems (including HVAC), installation of rooftop telecommunications equipment, and exterior signage modifications — are precisely the types of changes that could materially alter the survey-relevant physical conditions at the Property. An updated survey reflecting current as-built conditions is therefore essential.

C. Easements and Encumbrances Depicted

The 2011 survey depicts the following easements and encumbrances affecting the Property:

1. Ashford Partners LLC Vault Easement

The survey depicts a vault space easement benefiting Consolidated Edison Company of New York, Inc., recorded in the Office of the City Register, New York County, at Liber 4823, Page 112. The vault appears to be located beneath the public sidewalk along the West 34th Street frontage of the Property. The easement area is shown with hatching on the survey plat, and the surveyor's notes reference the recorded instrument by book and page number.

This is a standard utility easement of the type commonly found in Manhattan, particularly with respect to older commercial and mixed-use buildings that maintain sub-sidewalk vaults or utility access points. The vault easement should not materially impair the use or marketability of the Property, as it is an existing condition that has been in place since the original development of the building and is typical of properties in this neighborhood. Nevertheless, the easement must be carried forward as a title exception in the new owner's title insurance policy and must be accurately depicted on the updated survey. The dimensions, boundaries, and current physical condition of the vault space should be confirmed through updated fieldwork.

2. Standard NYC Zoning Lot Restrictions

The 2011 survey notes general zoning designations consistent with the C6-4 zoning district, including references to applicable floor area ratio, height, and bulk regulations. These are not easements in the traditional sense but are regulatory restrictions noted on the survey face as a matter of practice. The zoning designations should be updated on the new survey to reflect any changes to the applicable zoning text or zoning map amendments that may have been adopted since 2011.

3. Party Wall Conditions

The 2011 survey notes apparent shared walls with the adjacent buildings located on the east and west lot lines of the Property. This is a common condition for mid-block Manhattan buildings of pre-war construction, where buildings were typically built to the lot line with shared or abutting structural walls. No recorded party wall agreements were referenced on the face of the survey. A review of the title report should confirm whether any recorded party wall agreements exist in the chain of title for the Property or the adjacent lots. To the extent such agreements exist, they should be depicted on the updated survey and reviewed for any obligations, restrictions, or cost-sharing provisions that may affect the Property.

D. Encroachments. The 2011 survey does not indicate any material encroachments of the building or its improvements onto adjacent privately owned properties, nor does it depict any encroachments of adjacent structures onto the Property. Based on our review of the survey plat, the building walls appear to be situated at or within the lot lines on all sides, with the party wall conditions noted above.

The survey does include minor notations regarding building cornices, decorative elements, and projections extending over the public sidewalk along the West 34th Street frontage. These types of projections are typical of pre-war Manhattan structures and are generally permitted under the applicable provisions of the New York City Administrative Code and the rules of the New York City Department of Buildings governing encroachments on public space, provided that permits or revocable consents have been obtained as required.

We recommend that current conditions be verified through updated survey fieldwork, as the 2016–2020 renovation program may have altered exterior features, including signage, awnings, HVAC condensers or louvers, telecommunications antennas, and other projections or equipment that could encroach upon adjacent properties, easement areas, or public space. Any such alterations would not be reflected on the 2011 survey.

E. Utilities. The 2011 survey depicts connections to municipal water supply, sanitary sewer, gas service, and electrical service. The Ashford Partners LLC vault space noted in Section III.C above is the most significant utility feature depicted on the survey. Utility connections are shown in schematic form on the survey plat, with lines indicating the approximate location of service connections at the lot line or within the public right-of-way.

Detailed utility locations — including the precise routing of water mains, sewer laterals, gas lines, and electrical conduits — should be confirmed through updated survey fieldwork. This is particularly important given the scope of the 2016–2020 renovation, which may have necessitated upgrades to utility connections, installation of new service lines, or relocation of existing utility infrastructure. Updated survey fieldwork should also identify any utility easements not of record but evidenced by physical infrastructure observed on or adjacent to the Property.

F. Flood Zone

The 2011 survey references the then-current Federal Emergency Management Agency ("FEMA") Flood Insurance Rate Map ("FIRM") for the applicable area of Manhattan. The flood zone classification noted on the 2011 survey should be updated to reflect the current FEMA mapping for this area. The FEMA FIRMs for portions of lower and mid-Manhattan have been revised in the period since the 2011 survey was prepared, particularly following the extensive remapping efforts undertaken in the wake of Superstorm Sandy in October 2012. The preliminary and final revised FIRMs issued by FEMA after Superstorm Sandy may have altered the flood zone designation for the Property.

The updated survey should include the current flood zone classification, together with the applicable FEMA community number, panel number, map date, and suffix. Coordination is recommended with Lockhart & Pryor Insurance Advisors LLC (broker: Nadia Kowalski) regarding flood insurance requirements for the Property, including any requirements imposed by Pinnacle Federal Savings Bank as a condition of the acquisition mortgage. If the Property has been reclassified into a Special Flood Hazard Area (Zone AE or equivalent), flood insurance will be mandatory under the National Flood Insurance Program as a condition of federally related mortgage lending.

IV. Staleness and Deficiency Analysis

A. Age of Survey

The existing survey is dated March 2, 2011, making it approximately fifteen (15) years old at the time of the anticipated closing of the Acquisition (target closing date: June 30, 2026). This degree of staleness presents several significant concerns:

First, title insurers — including Granite State Title Insurance Company, which is expected to serve as the title insurer for this Acquisition — will not accept a survey of this age as the basis for issuing a title policy without a standard survey exception, deleting survey-related exceptions, or providing survey-related endorsements. The industry standard practice is to require a current survey, typically prepared or recertified within six months of the closing date, in order to provide survey-dependent coverage.

Second, institutional lenders — including Pinnacle Federal Savings Bank, the prospective senior lender for the $78,000,000 acquisition mortgage — universally require a current survey as a condition of their commitment to fund. Standard commercial mortgage loan closing checklists require delivery of a survey meeting current ALTA/NSPS standards, certified to the lender and its counsel, and reflecting current physical conditions at the property. A fifteen-year-old survey will not satisfy this requirement.

Third, and perhaps most critically from a substantive due diligence perspective, the survey predates the $14,200,000 capital improvement program undertaken by the Seller between 2016 and 2020. These improvements, which encompassed renovation of the retail and office spaces, upgrades to building mechanical systems, installation of rooftop telecommunications equipment, and modifications to exterior signage and building entrances, may have resulted in changes to the building exterior, mechanical equipment on the roof or at grade, signage, curb cuts, loading areas, or other physical features that would be depicted on a current survey. Without updated fieldwork, we cannot confirm whether the physical conditions at the Property are consistent with those depicted on the 2011 survey.

B. Standard Compliance Gap

The 2011 survey was prepared under the 2011 ALTA/ACSM Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. Current practice, title insurer requirements, and lender requirements mandate compliance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys (effective February 23, 2021). The gap between the 2011 standards and the current 2021 standards is substantive and affects the content and format of the survey in several material respects.

Key differences between the 2011 and 2021 standards that may affect the survey content and its utility for this transaction include:

• Revised Table A Optional Survey Responsibility Items: The 2021 standards contain a revised and reorganized Table A, with modified item numbers, revised scope descriptions, and certain new optional items not present in the 2011 version. The lender and title insurer will specify required Table A items based on the current numbering and scope, which cannot be satisfied by reference to the 2011 Table A.

• Clarified Definitions of Improvements: The 2021 standards provide clarified definitions and enhanced requirements for the depiction of improvements, including buildings, fences, walls, paved areas, and other physical features, which may result in a more detailed and informative survey plat than the 2011 version.

• Enhanced Requirements for Depicting Utilities and Access: The 2021 standards impose additional requirements for the depiction of utility connections, evidence of utility infrastructure, and means of vehicular and pedestrian access, including ADA-compliant access points.

• Additional Certifications: The 2021 standards include modifications to the standard certification language that must appear on the face of the survey, including updated references to the applicable minimum standard detail requirements.

• Professional Liability Insurance Disclosure: The 2021 standards address surveyor professional liability insurance disclosures as a Table A optional item, which may be required by the lender or title insurer.

For all of these reasons, a simple recertification of the 2011 survey — even if Clearview Land Surveyors Inc. were willing to issue one — would not be sufficient to bring the survey into compliance with current standards. A full updated survey, including new fieldwork and a new survey plat prepared in accordance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements, is required.

C. Gap Between Survey Date and Title

The existing title policy (Granite State Title Insurance Company, Policy No. GST-2011-04872) was issued on April 14, 2011, approximately six weeks after the March 2, 2011 survey date. At the time of its issuance, this gap was within the acceptable range, and the survey was sufficiently current to support the title policy and related endorsements for the 2011 transaction.

For purposes of this Acquisition, however, a new owner's title insurance policy at the full insured amount of $120,000,000 will be required, as well as a lender's title insurance policy in the amount of $78,000,000 in favor of Pinnacle Federal Savings Bank. Granite State Title Insurance Company (title officer Martin Clearfield) will require a current survey, prepared and certified in connection with this transaction, in order to issue survey-related endorsements and to delete the standard survey exception from Schedule B of the title commitment. The existing 2011 survey cannot serve this function.

The fifteen-year gap between the survey date (March 2, 2011) and the anticipated closing date (June 30, 2026) represents a substantial period during which improvements, encroachments, boundary changes, new easements, or other survey-relevant conditions may have arisen. Any such changes occurring during this gap period must be identified through updated fieldwork and resolved prior to closing. The gap period encompasses the entire 2016–2020 capital improvement program, which involved construction activity that may have altered the physical conditions at the Property in ways material to the survey.

V. Updated Survey Recommendations

A. Scope of Updated Survey

Based on the foregoing analysis, we recommend that the Client commission a full updated ALTA/NSPS Land Title Survey of the Property (450 West 34th Street, Block 754, Lot 42, Borough of Manhattan) from Clearview Land Surveyors Inc. (if Clearview remains in operation and available) or, alternatively, from another qualified New York State licensed surveying firm experienced in the preparation of ALTA/NSPS surveys for major Manhattan commercial properties. The updated survey must be prepared in full compliance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys (effective February 23, 2021) and must include updated fieldwork reflecting current as-built conditions at the Property.

The updated survey should be certified to the following parties:

1. BFO 450 West 34th LLC (buyer/owner);

2. Briarwood Family Office LLC (sole member of the buyer entity);

3. Calderwood & Harkness LLP (buyer's counsel);

4. Granite State Title Insurance Company (title insurer); and

5. Pinnacle Federal Savings Bank (prospective senior lender for the $78,000,000 acquisition mortgage) and its counsel.

The certification language should conform to the standard form set forth in the 2021 Minimum Standard Detail Requirements and should be reviewed by this office prior to finalization. If Pinnacle Federal Savings Bank's counsel specifies any additional certification requirements, these should be incorporated as well. We should also confirm with Martin Clearfield at Granite State whether Granite State has any specific certification language preferences.

B. Recommended Table A Optional Items

The following Table A optional survey responsibility items are recommended for inclusion in the updated survey engagement. These items have been selected based on the characteristics of the Property, the requirements of the title insurer and prospective lender, and the nature of the Acquisition transaction:

• Item 1: Monuments placed (or a reference to monuments found) at all accessible property corners.

• Item 2: Address(es) of the Property as observed in the field or as disclosed by the client.

• Item 3: Flood zone classification per the current FEMA Flood Insurance Rate Map (FIRM), with identification of the applicable community number, panel number, map date, and suffix, and the source of the flood zone determination.

• Item 4: Gross land area (total area of the surveyed parcel).

• Item 5: Vertical relief with spot elevations, if applicable for site drainage analysis or flood zone determination. Given the urban context, topographic data may not be critical but should be included to the extent necessary for the flood zone determination.

• Item 6(a): Setback, height, and bulk restrictions as set forth in applicable zoning ordinances, as evidenced by appropriate records. This item is critical for confirming FAR compliance in the C6-4 zoning district, where the maximum permitted floor area ratio is 10.0. Based on the surveyed lot area of 20,125 square feet, the maximum allowable buildable area is 201,250 square feet. The existing building contains approximately 186,400 gross square feet of floor area, indicating unused development rights of approximately 14,850 square feet — a matter of significant value to the Client.

• Item 6(b): Current zoning classification, including identification of any applicable special purpose or overlay districts, and the relationship of the existing improvements to applicable setback requirements.

• Item 8: Substantial features observed in the process of conducting the fieldwork — e.g., parking areas, driveways, sidewalks, paved areas, patios, landscaping, signs, evidence of underground utilities, catch basins, manholes, and other visible improvements.

• Item 9: Striping or identification of parking spaces, including count and type (if applicable). The Property may include cellar-level or ground-level parking areas that generate ancillary income.

• Item 11(a): Location of utilities existing on or serving the Property as observed during fieldwork, including but not limited to water, sewer, gas, electric, telephone, cable, and fiber-optic lines and connections.

• Item 13: Names of adjoining owners per current tax records or as provided by the client.

• Item 16: Evidence of cemeteries or burial grounds. While this item is standard for inclusion in many lender checklists, it is not anticipated to be applicable in this urban mid-block Manhattan location.

• Item 17: Location of wetland delineation lines, if applicable. This item is not anticipated to be applicable in this urban context, but may be required by Pinnacle Federal Savings Bank's commercial real estate lending checklist as a standard item.

• Item 18: Depiction of any offsite easements or servitudes disclosed by the client, the title report, or observed during fieldwork.

• Item 19: Professional liability insurance disclosure by the surveyor, including identification of the insurance carrier, policy limits, and expiration date.

The above list should be reviewed with Martin Clearfield at Granite State Title Insurance Company and with Daniel Ortega and lender's counsel at Pinnacle Federal Savings Bank to confirm that all required Table A items are included. Any additional items requested by the lender or title insurer should be added to the surveyor's scope of work.

C. Specific Items to Verify in Updated Survey

In addition to the standard ALTA/NSPS survey requirements and the recommended Table A items, the following specific items should be flagged for the surveyor's attention and verified through updated fieldwork:

1. Current building footprint and exterior modifications. The surveyor should carefully document the current building footprint and identify any exterior modifications resulting from the 2016–2020 capital improvement program, including changes to building walls, entrances, facades, windows, and any additions or demolitions.

2. Rooftop mechanical equipment, antennas, and signage. The 2016–2020 renovation included installation of rooftop telecommunications equipment and exterior signage. These installations are relevant to the approximately $2,640,000 in ancillary income from antenna leases, signage licenses, and parking operations, and should be accurately depicted on the updated survey plat, including dimensions, setbacks from building edges, and heights above grade.

3. Ashford Partners LLC vault easement (Liber 4823, Page 112). The surveyor should confirm the current boundaries, dimensions, and physical condition of the vault space beneath the sidewalk along the West 34th Street frontage, and ensure that the depiction on the updated survey is consistent with the recorded easement instrument.

4. Party wall conditions on east and west lot lines. The surveyor should confirm the location and condition of the party walls on the east and west lot lines and verify that no encroachments exist in either direction — that is, that neither the subject building encroaches onto the adjacent lots nor the adjacent buildings encroach onto the Property.

5. Curb cuts, loading docks, and sidewalk-level improvements. Any new curb cuts, loading docks, ramps, or changes to sidewalk-level improvements resulting from the renovation should be identified and depicted.

6. Fire escapes, cornices, and projections into public space. The surveyor should confirm the current status of any fire escapes, cornices, decorative elements, or other projections extending beyond the lot lines into the public right-of-way, and note applicable permits or revocable consents if referenced in available records.

7. ADA-compliant access points and building entrances. The surveyor should depict all building entrances, including any accessibility ramps, elevators, or other ADA-compliant features installed as part of the renovation.

8. Updated FEMA flood zone determination. The surveyor should obtain and reference the current FEMA Flood Insurance Rate Map for the Property, including the applicable community number, panel number, effective date, and flood zone designation, reflecting any post-Superstorm Sandy map revisions.

9. Cellar vault or sub-sidewalk space. The surveyor should identify and depict any cellar vaults, sub-sidewalk space, or below-grade areas extending outside the building footprint, which are common features of Manhattan commercial properties and may be subject to separate easements, licenses, or municipal permits.

10. Evidence of adjacent construction. The surveyor should note any evidence of active or recent construction on adjacent properties that may affect boundary lines, party wall conditions, or create encroachments onto the Property.

D. Timeline and Coordination

The updated survey should be ordered promptly upon execution of the Purchase and Sale Agreement ("PSA"), and ideally within the first two weeks of the forty-five (45)-day due diligence period. Based on the current transaction timeline, PSA execution is targeted for April 11, 2026, with the due diligence period running through May 26, 2026. The target closing date is June 30, 2026.

Turnaround time for an updated ALTA/NSPS survey in Manhattan is typically three to four weeks from the date of engagement, depending on surveyor availability, access to the Property for fieldwork, and the complexity of the project. Given the size and nature of the Property (a fourteen-story mixed-use building in midtown Manhattan), the surveyor will require access to the building interior (cellar, roof, and common areas) and may need to coordinate with building management for scheduling. The PSA should include a provision requiring the Seller to cooperate with the survey process and to provide reasonable access to the Property for survey fieldwork.

The following coordination steps should be undertaken in connection with the updated survey:

• Granite State Title Insurance Company: Coordinate with title officer Martin Clearfield to ensure that the updated survey meets all requirements for issuance of survey-related endorsements on the owner's title policy (insured amount $120,000,000) and the lender's title policy (insured amount $78,000,000), and for deletion of the standard survey exception from Schedule B-II of the title commitment.

• Pinnacle Federal Savings Bank: Coordinate with Daniel Ortega, Senior Vice President, Commercial Real Estate Lending, and with lender's counsel, to confirm Pinnacle's survey requirements, including required Table A items, certification parties, and any additional lender-specific survey specifications.

• Halcyon Planning Associates LLC: Coordinate with Mark Espinoza, AICP, regarding zoning-related Table A items (Items 6(a) and 6(b)), confirmation of lot area and FAR calculations, and verification of unused development rights (14,850 square feet). Mr. Espinoza's firm has been engaged to provide zoning due diligence for this transaction and should review the zoning-related information on the survey plat for accuracy.

VI. Title-Survey Coordination Issues

A. Survey Exception in Title Commitment

The preliminary title report to be issued by Granite State Title Insurance Company for this transaction will contain a standard survey exception on Schedule B-II (Exceptions from Coverage). This exception generally excepts from coverage any facts, rights, interests, or claims that would be disclosed by an accurate survey and inspection of the Property. To delete or modify this exception — as Pinnacle Federal Savings Bank will require as a condition of its commitment to fund the acquisition mortgage — a current survey certified to the title insurer must be delivered and reviewed by the title company.

Upon receipt of the updated survey, Granite State will review the survey plat and notes to determine (a) whether any matters shown on the survey require specific exceptions in the title policy, (b) whether survey-related endorsements (such as a survey endorsement, access endorsement, or location endorsement) can be issued, and (c) whether the standard survey exception can be deleted or narrowed. Any matters shown on the updated survey — including encroachments, easements, boundary discrepancies, or other conditions — will need to be addressed in one of the following ways:

(a) excepted from the title policy as specific Schedule B-II exceptions;

(b) affirmatively insured over by the title company through the issuance of appropriate endorsements (which may require the payment of additional premium and the delivery of indemnities or affidavits); or

(c) resolved or cured prior to closing through corrective action by the Seller, the Client, or both, as the circumstances require.

B. Known Encumbrances Requiring Survey Depiction

The following known encumbrances should be coordinated between the title report and the updated survey:

1. Existing Mortgage — Eastbridge Commercial Bank, N.A. The Property is currently encumbered by a mortgage in favor of Eastbridge Commercial Bank, N.A., in the original principal amount of $41,100,000, with an estimated current payoff balance of approximately $28,700,000. This is a lien matter rather than a survey matter and will be addressed through payoff and satisfaction at closing. However, it should be noted that a UCC-1 financing statement may have been filed in connection with the Eastbridge mortgage, encumbering fixtures and personal property at the Property. To the extent that any fixtures or equipment secured by the UCC-1 financing statement are depicted on the survey (e.g., rooftop telecommunications equipment, HVAC systems, or other building systems), the interrelationship between the lien encumbrance and the physical survey depiction should be noted.

2. Ashford Partners LLC Vault Easement. The vault space easement benefiting Consolidated Edison, recorded at Liber 4823, Page 112, must be accurately depicted on the updated survey plat with specific dimensions, boundaries, and the location relative to the building footprint and the public sidewalk. The title report will carry this easement as a Schedule B-II exception, and the updated survey should confirm that the physical conditions are consistent with the recorded easement instrument.

3. Standard NYC Zoning Lot Restrictions. Applicable zoning lot restrictions should be noted on the updated survey in the zoning-related Table A items (Items 6(a) and 6(b)). The title report may reference zoning restrictions as general exceptions, and the survey's zoning notes should be consistent with the title report's treatment of these matters.

C. Potential Gap Issues

A gap may exist between (i) the legal description contained in the existing title policy and deed of record and (ii) the physical conditions on the ground as depicted on the updated survey. Given the fifteen-year interval between the existing survey and the anticipated closing, and the major renovation program undertaken during that period, any discrepancies between the record legal description and the actual physical conditions must be identified and resolved.

Specific gap issues to watch for include:

• Discrepancies between the lot dimensions or area shown on the updated survey and those recited in the deed of record or the existing title policy.

• Any physical features or improvements that extend beyond the lot boundaries as depicted on the survey, suggesting encroachments that were not present at the time of the 2011 survey.

• Any changes to adjacent property boundaries resulting from lot-line adjustments, air rights transfers, or other transactions that may have occurred during the gap period.

• Party wall agreements, if any, which should be cross-referenced between the title report and the survey. The title search should include a review of the chain of title for references to recorded party wall agreements affecting the east and west lot lines, and any such agreements should be depicted on the updated survey with the appropriate recording information.

VII. Zoning Overlay and Development Rights Considerations

The updated survey should confirm the lot area of 20,125 square feet, which serves as the basis for floor area ratio ("FAR") calculations under the New York City Zoning Resolution for the C6-4 zoning district. The zoning analysis is summarized as follows:

The unused development rights of approximately 14,850 square feet represent potentially valuable air rights that may be transferable to adjacent or nearby lots under applicable provisions of the New York City Zoning Resolution (including, but not limited to, zoning lot merger mechanisms or, if applicable, special district transfer provisions). The valuation and disposition of these unused development rights should be a component of the Client's overall investment analysis and should be confirmed through the updated survey and coordination with Halcyon Planning Associates LLC (Mark Espinoza, AICP).

In addition to confirming the lot area and FAR calculations, the updated survey and zoning review should investigate whether any zoning lot merger, zoning lot subdivision, or restrictive declaration has been filed in the chain of title for the Property. A zoning lot merger could have the effect of combining Block 754, Lot 42 with an adjacent tax lot for zoning purposes, which would alter the base lot area used for FAR calculations and potentially affect the availability of unused development rights. Similarly, a restrictive declaration could impose limitations on development or use that would affect the Client's ability to realize the value of the unused air rights. The title search should include a review for any such instruments, and the surveyor should be instructed to note any zoning lot designations on the updated survey plat.

VIII. Recommendations and Next Steps

Based on the foregoing review and analysis, the following actions are recommended:

1. Engage Clearview Land Surveyors Inc. (or a comparable qualified New York State licensed surveying firm, if Clearview is unavailable) immediately upon authorization from the Client to prepare a fully updated ALTA/NSPS Land Title Survey of the Property in compliance with the 2021 Minimum Standard Detail Requirements for Land Title Surveys. The surveyor's scope of work should include the Table A optional items specified in Section V.B above and the specific verification items listed in Section V.C above. We should obtain a fee proposal and timeline commitment from the surveyor promptly.

2. Certification parties. Ensure that the updated survey is certified to the following parties: BFO 450 West 34th LLC (buyer/owner), Briarwood Family Office LLC (sole member), Calderwood & Harkness LLP (buyer's counsel), Granite State Title Insurance Company (title insurer), and Pinnacle Federal Savings Bank (prospective lender) and its counsel. Certification language should be reviewed by this office prior to finalization and should conform to the standard form set forth in the 2021 Minimum Standard Detail Requirements.

3. Coordinate with title officer. Contact Martin Clearfield at Granite State Title Insurance Company (140 Broadway, 22nd Floor, New York, NY 10005) to confirm all survey requirements for deletion of the standard survey exception from Schedule B-II and issuance of survey-related endorsements on the owner's title policy (insured amount $120,000,000) and the lender's title policy (insured amount $78,000,000). Any Granite State-specific survey requirements or preferences should be communicated to the surveyor at the outset of the engagement.

4. Coordinate with Pinnacle Federal Savings Bank. Contact Daniel Ortega, Senior Vice President, Commercial Real Estate Lending, and lender's counsel to confirm Pinnacle's survey requirements, including any lender-specific survey specifications, required Table A items, and certification language. Pinnacle's commercial real estate closing checklist should be obtained and cross-referenced against the surveyor's scope of work to ensure full compliance.

5. Coordinate with Halcyon Planning Associates LLC. Contact Mark Espinoza, AICP, at Halcyon Planning Associates LLC regarding zoning-related Table A items, confirmation of lot area, FAR compliance analysis, and verification of unused development rights (14,850 square feet). Mr. Espinoza should review the zoning-related information on the updated survey plat for accuracy and consistency with his independent zoning due diligence analysis.

6. Budget timeline appropriately. Budget approximately three to four weeks for survey completion and build this timeline into the overall due diligence schedule. Based on the anticipated PSA execution date of April 11, 2026, and the due diligence expiration date of May 26, 2026, the survey engagement should be initiated no later than the first week of the due diligence period to allow adequate time for fieldwork, drafting, review, and any necessary revisions before the due diligence deadline.

7. Review updated survey upon receipt. Upon receipt of the updated survey, conduct a comprehensive review against the following:

(a) the preliminary title report from Granite State Title Insurance Company, including all Schedule B-I requirements and Schedule B-II exceptions;

(b) all recorded easements, encumbrances, and agreements identified in the title report, to confirm that each is accurately depicted on the survey plat;

(c) the legal description in the deed of record and the existing title policy, to confirm consistency with the surveyed boundaries and lot dimensions;

(d) current physical conditions at the Property, to identify any new encroachments, boundary discrepancies, or title-survey gap issues; and

(e) the requirements of Pinnacle Federal Savings Bank and Granite State Title Insurance Company, to confirm that the survey satisfies all closing requirements.

Any discrepancies, new encroachments, boundary issues, or other matters identified through this review must be flagged and resolved prior to the target closing date of June 30, 2026.

8. Flag for PSA negotiation. Include in the Purchase and Sale Agreement a condition requiring the Seller to cooperate with the survey update process, including without limitation: (a) providing reasonable access to the Property for survey fieldwork (including interior access to the cellar, roof, and common areas as needed by the surveyor); (b) providing copies of any existing surveys, as-built drawings, or site plans in the Seller's possession or control; and (c) executing any affidavits, certifications, or other documents reasonably requested by the surveyor, the title company, or the Client regarding boundary lines, improvements, easements, or other survey-related matters. This cooperation obligation should survive PSA execution and should not be conditioned on the Seller's approval of the survey findings.

IX. Attachments / Exhibits Referenced

The following attachments and exhibits are referenced in this memorandum and will be appended upon receipt:

• Attachment A: Copy of the existing ALTA/ACSM Land Title Survey prepared by Clearview Land Surveyors Inc., dated March 2, 2011. Status: To be attached upon receipt from Seller's counsel, Hargrove, Pettigrew & Sloane LLP, pursuant to Item 7 of the due diligence request list dated March 25, 2026.

• Attachment B: Preliminary title report excerpt showing survey-related exceptions (Schedule B-II). Status: To be attached upon receipt from Granite State Title Insurance Company. Title search has been ordered; preliminary report is expected within approximately ten business days.

• Attachment C: Table A Optional Survey Responsibility Items checklist (2021 ALTA/NSPS Minimum Standard Detail Requirements), with recommended selections highlighted. Status: To be prepared by C. Ho and circulated for review upon finalization of the surveyor's scope of work.

This memorandum is intended solely for the use of the attorneys and staff of Calderwood & Harkness LLP in connection with the representation of Briarwood Family Office LLC in the above-referenced transaction. It constitutes attorney work product and is protected by the attorney-client privilege. No portion of this memorandum should be disclosed to any third party without prior authorization.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Cynthia Ho

Title: Associate, Real Estate Practice Group

Date: March 27, 2026

cc: Angela Fontaine, Partner (via internal file) Matter File No. 1026-00003

Parameter	Value
Zoning District	C6-4
Maximum Permitted FAR (Commercial/Mixed-Use)	10.0
Surveyed Lot Area	20,125 SF
Maximum Allowable Buildable Area (FAR × Lot Area)	201,250 SF
Existing Built Area (Gross Building Area per Survey)	186,400 SF
Unused Development Rights	14,850 SF

MEMORANDUM
TO: Angela Fontaine, Partner, Real Estate — Calderwood & Harkness LLP
FROM: Cynthia Ho, Associate, Real Estate — Calderwood & Harkness LLP
DATE: March 27, 2026
RE: Survey Review — 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan)
MATTER NO.: 1026-00003
CLIENT: Briarwood Family Office LLC
STATUS: PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum has been prepared by counsel for Briarwood Family Office LLC in anticipation of a real estate acquisition transaction and is protected by the attorney-client privilege and the work product doctrine. This memorandum and its contents should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.
I. Purpose and Executive Summary
A. Purpose.  The purpose of this memorandum is to review and analyze the existing ALTA/ACSM Land Title Survey for the property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property") in connection with the proposed acquisition of the Property by BFO 450 West 34th LLC, a to-be-formed Delaware limited liability company and wholly owned subsidiary of Briarwood Family Office LLC ("Briarwood" or the "Client"), from Meridian Gateway Holdings LLC ("Seller" or "Meridian"), for a purchase price of One Hundred Twenty Million Dollars ($120,000,000) (the "Acquisition"). This memorandum is intended to inform our team's diligence strategy, identify issues requiring resolution prior to closing, and provide recommendations regarding the procurement of an updated survey suitable for title insurance and lender requirements.
B. Survey Under Review
The survey under review was prepared by Clearview Land Surveyors Inc. ("Clearview"), dated March 2, 2011, and was originally commissioned in connection with Meridian's acquisition of the Property on April 14, 2011, for a purchase price of $68,500,000. The 2011 survey was certified to Meridian Gateway Holdings LLC and Eastbridge Commercial Bank, N.A. (in its capacity as the lender under a $41,100,000 acquisition mortgage), and was relied upon by Granite State Title Insurance Company in issuing an owner's title insurance policy in connection with that transaction. A copy of the 2011 survey has been requested from Seller's counsel, Hargrove, Pettigrew & Sloane LLP, pursuant to our due diligence request list and is referenced herein as Attachment A.
C. Executive Conclusion
The existing survey is approximately fifteen (15) years old as of the anticipated closing date and is stale for purposes of this Acquisition, for the title insurance requirements of Granite State Title Insurance Company (title officer Martin Clearfield), and for the lending requirements of Pinnacle Federal Savings Bank (the prospective senior lender for a $78,000,000 acquisition mortgage). The survey was prepared under the 2011 ALTA/ACSM Minimum Standard Detail Requirements, which have since been superseded by the 2016 and, most recently, the 2021 ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys (effective February 23, 2021). Since the survey was prepared, significant capital improvements totaling approximately $14,200,000 were undertaken by the Seller between 2016 and 2020, potentially altering the building footprint, exterior features, mechanical installations, signage, and other survey-relevant conditions. For all of these reasons, an updated ALTA/NSPS Land Title Survey compliant with the 2021 Minimum Standard Detail Requirements is strongly recommended, and in fact will be required as a practical matter in order to consummate the Acquisition on the terms currently contemplated.
D. Summary of Key Findings
The principal findings of this review are summarized as follows:
•  Lot Area: The 2011 survey confirms a lot area of 20,125 square feet, which is consistent with the legal description in the existing title policy and the New York City tax map for Block 754, Lot 42.
•  Building: The existing building is depicted as a fourteen (14)-story mixed-use structure (plus cellar) with a gross building area of approximately 186,400 square feet, originally constructed in 1928, with substantial renovation undertaken between 2016 and 2020.
•  Ashford Partners LLC Easement: The survey depicts a vault space easement benefiting Consolidated Edison Company of New York, Inc. ("Ashford Partners LLC"), recorded at Liber 4823, Page 112, Office of the City Register, New York County. The vault space appears to be located beneath the sidewalk along the West 34th Street frontage.
•  Encroachments: No major encroachments are apparent from the face of the 2011 survey, though current conditions may have changed as a result of the 2016–2020 renovation program.
•  Staleness: The fifteen-year gap between the survey date and the anticipated closing necessitates a comprehensive update, including new fieldwork, to identify any changes to physical conditions, utility connections, easement locations, or encroachments that may have arisen during the intervening period.
•  Verification Required: Several items require verification through updated survey fieldwork, as detailed in Sections IV and V below.
II. Description of the Existing Survey
A. Survey Identification
The existing survey under review is identified as follows:
•  Surveyor: Clearview Land Surveyors Inc., a New York State licensed land surveying firm.
•  Date of Survey: March 2, 2011.
•  Type: ALTA/ACSM Land Title Survey.
•  Prepared For: Meridian Gateway Holdings LLC (as purchaser/owner) and Eastbridge Commercial Bank, N.A. (as lender, in connection with the $41,100,000 acquisition mortgage recorded on April 14, 2011, in the Office of the City Register, New York County).
•  Title Insurer at Time of Survey: Granite State Title Insurance Company, Policy No. GST-2011-04872, insured amount $68,500,000.
The survey bears the seal and signature of a licensed professional land surveyor registered in the State of New York. The certification language on the face of the survey conforms to the standard ALTA/ACSM certification form then in effect. As noted, this survey has not been recertified or updated at any point since its original preparation.
B. Property Identification
The Property as depicted on the 2011 survey is identified as follows:
•  Address: 450 West 34th Street, New York, NY 10001.
•  Tax Lot Designation: Block 754, Lot 42, Borough of Manhattan, City of New York.
•  Zoning District: C6-4 (a high-density commercial district permitting a maximum floor area ratio of 10.0 for commercial uses and mixed-use buildings, subject to applicable special district overlays, if any).
•  Lot Area Per Survey: 20,125 square feet.
•  Building: A fourteen (14)-story mixed-use structure plus cellar, originally constructed in 1928.
•  Gross Building Area: Approximately 186,400 square feet.
The building composition as shown on the 2011 survey plat and associated notes is as follows:
•  Floors 1–2: Retail use, comprising approximately 28,600 square feet.
•  Floors 3–9: Office use, comprising approximately 97,300 square feet.
•  Floors 10–14: Residential use, comprising approximately 42,500 square feet across 38 dwelling units.
•  Cellar: Storage and mechanical equipment, comprising approximately 18,000 square feet.
The building is depicted as a steel-frame and masonry structure of typical pre-war construction, occupying substantially all of the lot area, with party wall conditions on two sides, as discussed in greater detail below.
C. Survey Standards
The 2011 survey was prepared under the then-applicable 2011 ALTA/ACSM Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, which were jointly promulgated by the American Land Title Association and the American Congress on Surveying and Mapping. These standards have subsequently been superseded, first by the 2016 Minimum Standard Detail Requirements and then by the currently effective 2021 ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys (effective February 23, 2021), which were jointly adopted by the American Land Title Association and the National Society of Professional Surveyors.
It is important to note that current ALTA/NSPS standards impose additional requirements beyond those contained in the 2011 standards, including revised Table A optional survey responsibility items, updated certification language, clarified definitions of improvements and features to be shown, enhanced requirements for the depiction of utilities and means of access, and modified professional liability insurance disclosure obligations. The existing 2011 survey does not satisfy these current requirements and cannot be brought into compliance through mere recertification alone; updated fieldwork and a new survey plat will be required.
III. Key Survey Findings — Existing Conditions (as of March 2, 2011)
A. Lot Boundaries and Dimensions
The 2011 survey depicts the lot boundaries and dimensions for Block 754, Lot 42, Borough of Manhattan, encompassing a total lot area of 20,125 square feet. The lot configuration is generally rectangular, consistent with the typical lot pattern for mid-block properties in this portion of the Hudson Yards/Penn Station South area of Manhattan. The survey plat depicts the lot with frontage on West 34th Street along the northern lot line, with interior lot lines on the east, west, and south sides abutting adjacent privately owned parcels.
The lot dimensions and metes-and-bounds description shown on the 2011 survey are consistent with the legal description contained in the existing owner's title insurance policy issued by Granite State Title Insurance Company (Policy No. GST-2011-04872) and the deed of record by which Meridian acquired the Property. A cross-reference to the New York City tax map for Block 754, Lot 42 confirms that the tax lot boundaries depicted on the survey are consistent with the mapped lot lines maintained by the New York City Department of Finance. No discrepancies between the survey depiction and the record legal description were apparent upon our review. However, this conclusion should be verified through a comparison of the updated survey fieldwork against the deed description and any applicable reference maps.
B. Building Footprint and Improvements
The building is depicted on the 2011 survey as a fourteen (14)-story structure (plus cellar) occupying substantially all of the lot. The building walls are shown at or very near the lot lines on multiple sides, reflecting party wall conditions that are typical of Manhattan mid-block properties of this vintage. No building setbacks are depicted on the 2011 survey, which is consistent with the 1928 construction date of the building and the applicable zoning regulations for the C6-4 district, which does not impose front, side, or rear yard requirements on existing non-complying buildings of this character.
The 2011 survey depicts the building footprint as it existed at the time of the original survey fieldwork. However, it is critically important to note that substantial capital improvements totaling approximately $14,200,000 were completed between 2016 and 2020 by the Seller. The 2011 survey predates these improvements by five to nine years and does not reflect any resulting physical changes to the structure, mechanical systems, signage, building entrances, or other site conditions. The scope and nature of these improvements — which included renovation of the retail spaces, modernization of office floors, upgrades to building mechanical systems (including HVAC), installation of rooftop telecommunications equipment, and exterior signage modifications — are precisely the types of changes that could materially alter the survey-relevant physical conditions at the Property. An updated survey reflecting current as-built conditions is therefore essential.
C. Easements and Encumbrances Depicted
The 2011 survey depicts the following easements and encumbrances affecting the Property:
1. Ashford Partners LLC Vault Easement
The survey depicts a vault space easement benefiting Consolidated Edison Company of New York, Inc., recorded in the Office of the City Register, New York County, at Liber 4823, Page 112. The vault appears to be located beneath the public sidewalk along the West 34th Street frontage of the Property. The easement area is shown with hatching on the survey plat, and the surveyor's notes reference the recorded instrument by book and page number.
This is a standard utility easement of the type commonly found in Manhattan, particularly with respect to older commercial and mixed-use buildings that maintain sub-sidewalk vaults or utility access points. The vault easement should not materially impair the use or marketability of the Property, as it is an existing condition that has been in place since the original development of the building and is typical of properties in this neighborhood. Nevertheless, the easement must be carried forward as a title exception in the new owner's title insurance policy and must be accurately depicted on the updated survey. The dimensions, boundaries, and current physical condition of the vault space should be confirmed through updated fieldwork.
2. Standard NYC Zoning Lot Restrictions
The 2011 survey notes general zoning designations consistent with the C6-4 zoning district, including references to applicable floor area ratio, height, and bulk regulations. These are not easements in the traditional sense but are regulatory restrictions noted on the survey face as a matter of practice. The zoning designations should be updated on the new survey to reflect any changes to the applicable zoning text or zoning map amendments that may have been adopted since 2011.
3. Party Wall Conditions
The 2011 survey notes apparent shared walls with the adjacent buildings located on the east and west lot lines of the Property. This is a common condition for mid-block Manhattan buildings of pre-war construction, where buildings were typically built to the lot line with shared or abutting structural walls. No recorded party wall agreements were referenced on the face of the survey. A review of the title report should confirm whether any recorded party wall agreements exist in the chain of title for the Property or the adjacent lots. To the extent such agreements exist, they should be depicted on the updated survey and reviewed for any obligations, restrictions, or cost-sharing provisions that may affect the Property.
D. Encroachments.  The 2011 survey does not indicate any material encroachments of the building or its improvements onto adjacent privately owned properties, nor does it depict any encroachments of adjacent structures onto the Property. Based on our review of the survey plat, the building walls appear to be situated at or within the lot lines on all sides, with the party wall conditions noted above.
The survey does include minor notations regarding building cornices, decorative elements, and projections extending over the public sidewalk along the West 34th Street frontage. These types of projections are typical of pre-war Manhattan structures and are generally permitted under the applicable provisions of the New York City Administrative Code and the rules of the New York City Department of Buildings governing encroachments on public space, provided that permits or revocable consents have been obtained as required.
We recommend that current conditions be verified through updated survey fieldwork, as the 2016–2020 renovation program may have altered exterior features, including signage, awnings, HVAC condensers or louvers, telecommunications antennas, and other projections or equipment that could encroach upon adjacent properties, easement areas, or public space. Any such alterations would not be reflected on the 2011 survey.
E. Utilities.  The 2011 survey depicts connections to municipal water supply, sanitary sewer, gas service, and electrical service. The Ashford Partners LLC vault space noted in Section III.C above is the most significant utility feature depicted on the survey. Utility connections are shown in schematic form on the survey plat, with lines indicating the approximate location of service connections at the lot line or within the public right-of-way.
Detailed utility locations — including the precise routing of water mains, sewer laterals, gas lines, and electrical conduits — should be confirmed through updated survey fieldwork. This is particularly important given the scope of the 2016–2020 renovation, which may have necessitated upgrades to utility connections, installation of new service lines, or relocation of existing utility infrastructure. Updated survey fieldwork should also identify any utility easements not of record but evidenced by physical infrastructure observed on or adjacent to the Property.
F. Flood Zone
The 2011 survey references the then-current Federal Emergency Management Agency ("FEMA") Flood Insurance Rate Map ("FIRM") for the applicable area of Manhattan. The flood zone classification noted on the 2011 survey should be updated to reflect the current FEMA mapping for this area. The FEMA FIRMs for portions of lower and mid-Manhattan have been revised in the period since the 2011 survey was prepared, particularly following the extensive remapping efforts undertaken in the wake of Superstorm Sandy in October 2012. The preliminary and final revised FIRMs issued by FEMA after Superstorm Sandy may have altered the flood zone designation for the Property.
The updated survey should include the current flood zone classification, together with the applicable FEMA community number, panel number, map date, and suffix. Coordination is recommended with Lockhart & Pryor Insurance Advisors LLC (broker: Nadia Kowalski) regarding flood insurance requirements for the Property, including any requirements imposed by Pinnacle Federal Savings Bank as a condition of the acquisition mortgage. If the Property has been reclassified into a Special Flood Hazard Area (Zone AE or equivalent), flood insurance will be mandatory under the National Flood Insurance Program as a condition of federally related mortgage lending.
IV. Staleness and Deficiency Analysis
A. Age of Survey
The existing survey is dated March 2, 2011, making it approximately fifteen (15) years old at the time of the anticipated closing of the Acquisition (target closing date: June 30, 2026). This degree of staleness presents several significant concerns:
First, title insurers — including Granite State Title Insurance Company, which is expected to serve as the title insurer for this Acquisition — will not accept a survey of this age as the basis for issuing a title policy without a standard survey exception, deleting survey-related exceptions, or providing survey-related endorsements. The industry standard practice is to require a current survey, typically prepared or recertified within six months of the closing date, in order to provide survey-dependent coverage.
Second, institutional lenders — including Pinnacle Federal Savings Bank, the prospective senior lender for the $78,000,000 acquisition mortgage — universally require a current survey as a condition of their commitment to fund. Standard commercial mortgage loan closing checklists require delivery of a survey meeting current ALTA/NSPS standards, certified to the lender and its counsel, and reflecting current physical conditions at the property. A fifteen-year-old survey will not satisfy this requirement.
Third, and perhaps most critically from a substantive due diligence perspective, the survey predates the $14,200,000 capital improvement program undertaken by the Seller between 2016 and 2020. These improvements, which encompassed renovation of the retail and office spaces, upgrades to building mechanical systems, installation of rooftop telecommunications equipment, and modifications to exterior signage and building entrances, may have resulted in changes to the building exterior, mechanical equipment on the roof or at grade, signage, curb cuts, loading areas, or other physical features that would be depicted on a current survey. Without updated fieldwork, we cannot confirm whether the physical conditions at the Property are consistent with those depicted on the 2011 survey.
B. Standard Compliance Gap
The 2011 survey was prepared under the 2011 ALTA/ACSM Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. Current practice, title insurer requirements, and lender requirements mandate compliance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys (effective February 23, 2021). The gap between the 2011 standards and the current 2021 standards is substantive and affects the content and format of the survey in several material respects.
Key differences between the 2011 and 2021 standards that may affect the survey content and its utility for this transaction include:
•  Revised Table A Optional Survey Responsibility Items: The 2021 standards contain a revised and reorganized Table A, with modified item numbers, revised scope descriptions, and certain new optional items not present in the 2011 version. The lender and title insurer will specify required Table A items based on the current numbering and scope, which cannot be satisfied by reference to the 2011 Table A.
•  Clarified Definitions of Improvements: The 2021 standards provide clarified definitions and enhanced requirements for the depiction of improvements, including buildings, fences, walls, paved areas, and other physical features, which may result in a more detailed and informative survey plat than the 2011 version.
•  Enhanced Requirements for Depicting Utilities and Access: The 2021 standards impose additional requirements for the depiction of utility connections, evidence of utility infrastructure, and means of vehicular and pedestrian access, including ADA-compliant access points.
•  Additional Certifications: The 2021 standards include modifications to the standard certification language that must appear on the face of the survey, including updated references to the applicable minimum standard detail requirements.
•  Professional Liability Insurance Disclosure: The 2021 standards address surveyor professional liability insurance disclosures as a Table A optional item, which may be required by the lender or title insurer.
For all of these reasons, a simple recertification of the 2011 survey — even if Clearview Land Surveyors Inc. were willing to issue one — would not be sufficient to bring the survey into compliance with current standards. A full updated survey, including new fieldwork and a new survey plat prepared in accordance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements, is required.
C. Gap Between Survey Date and Title
The existing title policy (Granite State Title Insurance Company, Policy No. GST-2011-04872) was issued on April 14, 2011, approximately six weeks after the March 2, 2011 survey date. At the time of its issuance, this gap was within the acceptable range, and the survey was sufficiently current to support the title policy and related endorsements for the 2011 transaction.
For purposes of this Acquisition, however, a new owner's title insurance policy at the full insured amount of $120,000,000 will be required, as well as a lender's title insurance policy in the amount of $78,000,000 in favor of Pinnacle Federal Savings Bank. Granite State Title Insurance Company (title officer Martin Clearfield) will require a current survey, prepared and certified in connection with this transaction, in order to issue survey-related endorsements and to delete the standard survey exception from Schedule B of the title commitment. The existing 2011 survey cannot serve this function.
The fifteen-year gap between the survey date (March 2, 2011) and the anticipated closing date (June 30, 2026) represents a substantial period during which improvements, encroachments, boundary changes, new easements, or other survey-relevant conditions may have arisen. Any such changes occurring during this gap period must be identified through updated fieldwork and resolved prior to closing. The gap period encompasses the entire 2016–2020 capital improvement program, which involved construction activity that may have altered the physical conditions at the Property in ways material to the survey.
V. Updated Survey Recommendations
A. Scope of Updated Survey
Based on the foregoing analysis, we recommend that the Client commission a full updated ALTA/NSPS Land Title Survey of the Property (450 West 34th Street, Block 754, Lot 42, Borough of Manhattan) from Clearview Land Surveyors Inc. (if Clearview remains in operation and available) or, alternatively, from another qualified New York State licensed surveying firm experienced in the preparation of ALTA/NSPS surveys for major Manhattan commercial properties. The updated survey must be prepared in full compliance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys (effective February 23, 2021) and must include updated fieldwork reflecting current as-built conditions at the Property.
The updated survey should be certified to the following parties:
1.  BFO 450 West 34th LLC (buyer/owner);
2.  Briarwood Family Office LLC (sole member of the buyer entity);
3.  Calderwood & Harkness LLP (buyer's counsel);
4.  Granite State Title Insurance Company (title insurer); and
5.  Pinnacle Federal Savings Bank (prospective senior lender for the $78,000,000 acquisition mortgage) and its counsel.
The certification language should conform to the standard form set forth in the 2021 Minimum Standard Detail Requirements and should be reviewed by this office prior to finalization. If Pinnacle Federal Savings Bank's counsel specifies any additional certification requirements, these should be incorporated as well. We should also confirm with Martin Clearfield at Granite State whether Granite State has any specific certification language preferences.
B. Recommended Table A Optional Items
The following Table A optional survey responsibility items are recommended for inclusion in the updated survey engagement. These items have been selected based on the characteristics of the Property, the requirements of the title insurer and prospective lender, and the nature of the Acquisition transaction:
•  Item 1: Monuments placed (or a reference to monuments found) at all accessible property corners.
•  Item 2: Address(es) of the Property as observed in the field or as disclosed by the client.
•  Item 3: Flood zone classification per the current FEMA Flood Insurance Rate Map (FIRM), with identification of the applicable community number, panel number, map date, and suffix, and the source of the flood zone determination.
•  Item 4: Gross land area (total area of the surveyed parcel).
•  Item 5: Vertical relief with spot elevations, if applicable for site drainage analysis or flood zone determination. Given the urban context, topographic data may not be critical but should be included to the extent necessary for the flood zone determination.
•  Item 6(a): Setback, height, and bulk restrictions as set forth in applicable zoning ordinances, as evidenced by appropriate records. This item is critical for confirming FAR compliance in the C6-4 zoning district, where the maximum permitted floor area ratio is 10.0. Based on the surveyed lot area of 20,125 square feet, the maximum allowable buildable area is 201,250 square feet. The existing building contains approximately 186,400 gross square feet of floor area, indicating unused development rights of approximately 14,850 square feet — a matter of significant value to the Client.
•  Item 6(b): Current zoning classification, including identification of any applicable special purpose or overlay districts, and the relationship of the existing improvements to applicable setback requirements.
•  Item 8: Substantial features observed in the process of conducting the fieldwork — e.g., parking areas, driveways, sidewalks, paved areas, patios, landscaping, signs, evidence of underground utilities, catch basins, manholes, and other visible improvements.
•  Item 9: Striping or identification of parking spaces, including count and type (if applicable). The Property may include cellar-level or ground-level parking areas that generate ancillary income.
•  Item 11(a): Location of utilities existing on or serving the Property as observed during fieldwork, including but not limited to water, sewer, gas, electric, telephone, cable, and fiber-optic lines and connections.
•  Item 13: Names of adjoining owners per current tax records or as provided by the client.
•  Item 16: Evidence of cemeteries or burial grounds. While this item is standard for inclusion in many lender checklists, it is not anticipated to be applicable in this urban mid-block Manhattan location.
•  Item 17: Location of wetland delineation lines, if applicable. This item is not anticipated to be applicable in this urban context, but may be required by Pinnacle Federal Savings Bank's commercial real estate lending checklist as a standard item.
•  Item 18: Depiction of any offsite easements or servitudes disclosed by the client, the title report, or observed during fieldwork.
•  Item 19: Professional liability insurance disclosure by the surveyor, including identification of the insurance carrier, policy limits, and expiration date.
The above list should be reviewed with Martin Clearfield at Granite State Title Insurance Company and with Daniel Ortega and lender's counsel at Pinnacle Federal Savings Bank to confirm that all required Table A items are included. Any additional items requested by the lender or title insurer should be added to the surveyor's scope of work.
C. Specific Items to Verify in Updated Survey
In addition to the standard ALTA/NSPS survey requirements and the recommended Table A items, the following specific items should be flagged for the surveyor's attention and verified through updated fieldwork:
1.  Current building footprint and exterior modifications. The surveyor should carefully document the current building footprint and identify any exterior modifications resulting from the 2016–2020 capital improvement program, including changes to building walls, entrances, facades, windows, and any additions or demolitions.
2.  Rooftop mechanical equipment, antennas, and signage. The 2016–2020 renovation included installation of rooftop telecommunications equipment and exterior signage. These installations are relevant to the approximately $2,640,000 in ancillary income from antenna leases, signage licenses, and parking operations, and should be accurately depicted on the updated survey plat, including dimensions, setbacks from building edges, and heights above grade.
3.  Ashford Partners LLC vault easement (Liber 4823, Page 112). The surveyor should confirm the current boundaries, dimensions, and physical condition of the vault space beneath the sidewalk along the West 34th Street frontage, and ensure that the depiction on the updated survey is consistent with the recorded easement instrument.
4.  Party wall conditions on east and west lot lines. The surveyor should confirm the location and condition of the party walls on the east and west lot lines and verify that no encroachments exist in either direction — that is, that neither the subject building encroaches onto the adjacent lots nor the adjacent buildings encroach onto the Property.
5.  Curb cuts, loading docks, and sidewalk-level improvements. Any new curb cuts, loading docks, ramps, or changes to sidewalk-level improvements resulting from the renovation should be identified and depicted.
6.  Fire escapes, cornices, and projections into public space. The surveyor should confirm the current status of any fire escapes, cornices, decorative elements, or other projections extending beyond the lot lines into the public right-of-way, and note applicable permits or revocable consents if referenced in available records.
7.  ADA-compliant access points and building entrances. The surveyor should depict all building entrances, including any accessibility ramps, elevators, or other ADA-compliant features installed as part of the renovation.
8.  Updated FEMA flood zone determination. The surveyor should obtain and reference the current FEMA Flood Insurance Rate Map for the Property, including the applicable community number, panel number, effective date, and flood zone designation, reflecting any post-Superstorm Sandy map revisions.
9.  Cellar vault or sub-sidewalk space. The surveyor should identify and depict any cellar vaults, sub-sidewalk space, or below-grade areas extending outside the building footprint, which are common features of Manhattan commercial properties and may be subject to separate easements, licenses, or municipal permits.
10.  Evidence of adjacent construction. The surveyor should note any evidence of active or recent construction on adjacent properties that may affect boundary lines, party wall conditions, or create encroachments onto the Property.
D. Timeline and Coordination
The updated survey should be ordered promptly upon execution of the Purchase and Sale Agreement ("PSA"), and ideally within the first two weeks of the forty-five (45)-day due diligence period. Based on the current transaction timeline, PSA execution is targeted for April 11, 2026, with the due diligence period running through May 26, 2026. The target closing date is June 30, 2026.
Turnaround time for an updated ALTA/NSPS survey in Manhattan is typically three to four weeks from the date of engagement, depending on surveyor availability, access to the Property for fieldwork, and the complexity of the project. Given the size and nature of the Property (a fourteen-story mixed-use building in midtown Manhattan), the surveyor will require access to the building interior (cellar, roof, and common areas) and may need to coordinate with building management for scheduling. The PSA should include a provision requiring the Seller to cooperate with the survey process and to provide reasonable access to the Property for survey fieldwork.
The following coordination steps should be undertaken in connection with the updated survey:
•  Granite State Title Insurance Company: Coordinate with title officer Martin Clearfield to ensure that the updated survey meets all requirements for issuance of survey-related endorsements on the owner's title policy (insured amount $120,000,000) and the lender's title policy (insured amount $78,000,000), and for deletion of the standard survey exception from Schedule B-II of the title commitment.
•  Pinnacle Federal Savings Bank: Coordinate with Daniel Ortega, Senior Vice President, Commercial Real Estate Lending, and with lender's counsel, to confirm Pinnacle's survey requirements, including required Table A items, certification parties, and any additional lender-specific survey specifications.
•  Halcyon Planning Associates LLC: Coordinate with Mark Espinoza, AICP, regarding zoning-related Table A items (Items 6(a) and 6(b)), confirmation of lot area and FAR calculations, and verification of unused development rights (14,850 square feet). Mr. Espinoza's firm has been engaged to provide zoning due diligence for this transaction and should review the zoning-related information on the survey plat for accuracy.
VI. Title-Survey Coordination Issues
A. Survey Exception in Title Commitment
The preliminary title report to be issued by Granite State Title Insurance Company for this transaction will contain a standard survey exception on Schedule B-II (Exceptions from Coverage). This exception generally excepts from coverage any facts, rights, interests, or claims that would be disclosed by an accurate survey and inspection of the Property. To delete or modify this exception — as Pinnacle Federal Savings Bank will require as a condition of its commitment to fund the acquisition mortgage — a current survey certified to the title insurer must be delivered and reviewed by the title company.
Upon receipt of the updated survey, Granite State will review the survey plat and notes to determine (a) whether any matters shown on the survey require specific exceptions in the title policy, (b) whether survey-related endorsements (such as a survey endorsement, access endorsement, or location endorsement) can be issued, and (c) whether the standard survey exception can be deleted or narrowed. Any matters shown on the updated survey — including encroachments, easements, boundary discrepancies, or other conditions — will need to be addressed in one of the following ways:
(a) excepted from the title policy as specific Schedule B-II exceptions;
(b) affirmatively insured over by the title company through the issuance of appropriate endorsements (which may require the payment of additional premium and the delivery of indemnities or affidavits); or
(c) resolved or cured prior to closing through corrective action by the Seller, the Client, or both, as the circumstances require.
B. Known Encumbrances Requiring Survey Depiction
The following known encumbrances should be coordinated between the title report and the updated survey:
1. Existing Mortgage — Eastbridge Commercial Bank, N.A. The Property is currently encumbered by a mortgage in favor of Eastbridge Commercial Bank, N.A., in the original principal amount of $41,100,000, with an estimated current payoff balance of approximately $28,700,000. This is a lien matter rather than a survey matter and will be addressed through payoff and satisfaction at closing. However, it should be noted that a UCC-1 financing statement may have been filed in connection with the Eastbridge mortgage, encumbering fixtures and personal property at the Property. To the extent that any fixtures or equipment secured by the UCC-1 financing statement are depicted on the survey (e.g., rooftop telecommunications equipment, HVAC systems, or other building systems), the interrelationship between the lien encumbrance and the physical survey depiction should be noted.
2. Ashford Partners LLC Vault Easement. The vault space easement benefiting Consolidated Edison, recorded at Liber 4823, Page 112, must be accurately depicted on the updated survey plat with specific dimensions, boundaries, and the location relative to the building footprint and the public sidewalk. The title report will carry this easement as a Schedule B-II exception, and the updated survey should confirm that the physical conditions are consistent with the recorded easement instrument.
3. Standard NYC Zoning Lot Restrictions. Applicable zoning lot restrictions should be noted on the updated survey in the zoning-related Table A items (Items 6(a) and 6(b)). The title report may reference zoning restrictions as general exceptions, and the survey's zoning notes should be consistent with the title report's treatment of these matters.
C. Potential Gap Issues
A gap may exist between (i) the legal description contained in the existing title policy and deed of record and (ii) the physical conditions on the ground as depicted on the updated survey. Given the fifteen-year interval between the existing survey and the anticipated closing, and the major renovation program undertaken during that period, any discrepancies between the record legal description and the actual physical conditions must be identified and resolved.
Specific gap issues to watch for include:
•  Discrepancies between the lot dimensions or area shown on the updated survey and those recited in the deed of record or the existing title policy.
•  Any physical features or improvements that extend beyond the lot boundaries as depicted on the survey, suggesting encroachments that were not present at the time of the 2011 survey.
•  Any changes to adjacent property boundaries resulting from lot-line adjustments, air rights transfers, or other transactions that may have occurred during the gap period.
•  Party wall agreements, if any, which should be cross-referenced between the title report and the survey. The title search should include a review of the chain of title for references to recorded party wall agreements affecting the east and west lot lines, and any such agreements should be depicted on the updated survey with the appropriate recording information.
VII. Zoning Overlay and Development Rights Considerations
The updated survey should confirm the lot area of 20,125 square feet, which serves as the basis for floor area ratio ("FAR") calculations under the New York City Zoning Resolution for the C6-4 zoning district. The zoning analysis is summarized as follows:
The unused development rights of approximately 14,850 square feet represent potentially valuable air rights that may be transferable to adjacent or nearby lots under applicable provisions of the New York City Zoning Resolution (including, but not limited to, zoning lot merger mechanisms or, if applicable, special district transfer provisions). The valuation and disposition of these unused development rights should be a component of the Client's overall investment analysis and should be confirmed through the updated survey and coordination with Halcyon Planning Associates LLC (Mark Espinoza, AICP).
In addition to confirming the lot area and FAR calculations, the updated survey and zoning review should investigate whether any zoning lot merger, zoning lot subdivision, or restrictive declaration has been filed in the chain of title for the Property. A zoning lot merger could have the effect of combining Block 754, Lot 42 with an adjacent tax lot for zoning purposes, which would alter the base lot area used for FAR calculations and potentially affect the availability of unused development rights. Similarly, a restrictive declaration could impose limitations on development or use that would affect the Client's ability to realize the value of the unused air rights. The title search should include a review for any such instruments, and the surveyor should be instructed to note any zoning lot designations on the updated survey plat.
VIII. Recommendations and Next Steps
Based on the foregoing review and analysis, the following actions are recommended:
1.  Engage Clearview Land Surveyors Inc. (or a comparable qualified New York State licensed surveying firm, if Clearview is unavailable) immediately upon authorization from the Client to prepare a fully updated ALTA/NSPS Land Title Survey of the Property in compliance with the 2021 Minimum Standard Detail Requirements for Land Title Surveys. The surveyor's scope of work should include the Table A optional items specified in Section V.B above and the specific verification items listed in Section V.C above. We should obtain a fee proposal and timeline commitment from the surveyor promptly.
2.  Certification parties. Ensure that the updated survey is certified to the following parties: BFO 450 West 34th LLC (buyer/owner), Briarwood Family Office LLC (sole member), Calderwood & Harkness LLP (buyer's counsel), Granite State Title Insurance Company (title insurer), and Pinnacle Federal Savings Bank (prospective lender) and its counsel. Certification language should be reviewed by this office prior to finalization and should conform to the standard form set forth in the 2021 Minimum Standard Detail Requirements.
3.  Coordinate with title officer. Contact Martin Clearfield at Granite State Title Insurance Company (140 Broadway, 22nd Floor, New York, NY 10005) to confirm all survey requirements for deletion of the standard survey exception from Schedule B-II and issuance of survey-related endorsements on the owner's title policy (insured amount $120,000,000) and the lender's title policy (insured amount $78,000,000). Any Granite State-specific survey requirements or preferences should be communicated to the surveyor at the outset of the engagement.
4.  Coordinate with Pinnacle Federal Savings Bank. Contact Daniel Ortega, Senior Vice President, Commercial Real Estate Lending, and lender's counsel to confirm Pinnacle's survey requirements, including any lender-specific survey specifications, required Table A items, and certification language. Pinnacle's commercial real estate closing checklist should be obtained and cross-referenced against the surveyor's scope of work to ensure full compliance.
5.  Coordinate with Halcyon Planning Associates LLC. Contact Mark Espinoza, AICP, at Halcyon Planning Associates LLC regarding zoning-related Table A items, confirmation of lot area, FAR compliance analysis, and verification of unused development rights (14,850 square feet). Mr. Espinoza should review the zoning-related information on the updated survey plat for accuracy and consistency with his independent zoning due diligence analysis.
6.  Budget timeline appropriately. Budget approximately three to four weeks for survey completion and build this timeline into the overall due diligence schedule. Based on the anticipated PSA execution date of April 11, 2026, and the due diligence expiration date of May 26, 2026, the survey engagement should be initiated no later than the first week of the due diligence period to allow adequate time for fieldwork, drafting, review, and any necessary revisions before the due diligence deadline.
7.  Review updated survey upon receipt. Upon receipt of the updated survey, conduct a comprehensive review against the following:
(a) the preliminary title report from Granite State Title Insurance Company, including all Schedule B-I requirements and Schedule B-II exceptions;
(b) all recorded easements, encumbrances, and agreements identified in the title report, to confirm that each is accurately depicted on the survey plat;
(c) the legal description in the deed of record and the existing title policy, to confirm consistency with the surveyed boundaries and lot dimensions;
(d) current physical conditions at the Property, to identify any new encroachments, boundary discrepancies, or title-survey gap issues; and
(e) the requirements of Pinnacle Federal Savings Bank and Granite State Title Insurance Company, to confirm that the survey satisfies all closing requirements.
Any discrepancies, new encroachments, boundary issues, or other matters identified through this review must be flagged and resolved prior to the target closing date of June 30, 2026.
8.  Flag for PSA negotiation. Include in the Purchase and Sale Agreement a condition requiring the Seller to cooperate with the survey update process, including without limitation: (a) providing reasonable access to the Property for survey fieldwork (including interior access to the cellar, roof, and common areas as needed by the surveyor); (b) providing copies of any existing surveys, as-built drawings, or site plans in the Seller's possession or control; and (c) executing any affidavits, certifications, or other documents reasonably requested by the surveyor, the title company, or the Client regarding boundary lines, improvements, easements, or other survey-related matters. This cooperation obligation should survive PSA execution and should not be conditioned on the Seller's approval of the survey findings.
IX. Attachments / Exhibits Referenced
The following attachments and exhibits are referenced in this memorandum and will be appended upon receipt:
•  Attachment A: Copy of the existing ALTA/ACSM Land Title Survey prepared by Clearview Land Surveyors Inc., dated March 2, 2011. Status: To be attached upon receipt from Seller's counsel, Hargrove, Pettigrew & Sloane LLP, pursuant to Item 7 of the due diligence request list dated March 25, 2026.
•  Attachment B: Preliminary title report excerpt showing survey-related exceptions (Schedule B-II). Status: To be attached upon receipt from Granite State Title Insurance Company. Title search has been ordered; preliminary report is expected within approximately ten business days.
•  Attachment C: Table A Optional Survey Responsibility Items checklist (2021 ALTA/NSPS Minimum Standard Detail Requirements), with recommended selections highlighted. Status: To be prepared by C. Ho and circulated for review upon finalization of the surveyor's scope of work.
This memorandum is intended solely for the use of the attorneys and staff of Calderwood & Harkness LLP in connection with the representation of Briarwood Family Office LLC in the above-referenced transaction. It constitutes attorney work product and is protected by the attorney-client privilege. No portion of this memorandum should be disclosed to any third party without prior authorization.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Cynthia Ho
Title: Associate, Real Estate Practice Group
Date: March 27, 2026
cc: Angela Fontaine, Partner (via internal file) Matter File No. 1026-00003
Parameter | Value
Zoning District | C6-4
Maximum Permitted FAR (Commercial/Mixed-Use) | 10.0
Surveyed Lot Area | 20,125 SF
Maximum Allowable Buildable Area (FAR × Lot Area) | 201,250 SF
Existing Built Area (Gross Building Area per Survey) | 186,400 SF
Unused Development Rights | 14,850 SF

MEMORANDUM

MATTER NO.: 1026-00003

CALDERWOOD & HARKNESS LLP

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