MEMORANDUM
PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
TO: Angela Fontaine, Responsible Partner, Real Estate Department
FROM: Cynthia Ho, Lead Associate, Real Estate Department
DATE: February 25, 2026
RE: Conflict Check Results — Briarwood Family Office LLC / Prospective Acquisition of 450 West 34th Street, New York, NY 10001
MATTER NUMBER: 1026-00003
1. Purpose and Summary
This memorandum documents the results of the conflicts of interest check conducted in connection with Calderwood & Harkness LLP's proposed engagement by Briarwood Family Office LLC ("Briarwood" or "BFO"), a Delaware limited liability company, in connection with the prospective acquisition of real property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property"), from Meridian Gateway Holdings LLC ("Meridian"), a New York limited liability company, for a purchase price of One Hundred Twenty Million Dollars ($120,000,000) (the "Transaction"). The conflict check was initiated on February 25, 2026, upon receipt of the engagement request from the prospective client and the preliminary transaction summary provided by Theodore R. Ashworth, Founder and Managing Principal of Briarwood.
The scope of the proposed representation encompasses all aspects of the Transaction, including but not limited to: negotiation and documentation of the purchase and sale agreement; due diligence review of title, survey, environmental, zoning, and lease matters; negotiation and documentation of senior acquisition financing; coordination with preferred equity sources; review of existing property management arrangements; and closing and post-closing matters. The anticipated Transaction timeline contemplates execution of a letter of intent in early March 2026, with a targeted closing date in the second quarter of 2026, subject to completion of due diligence and financing arrangements.
This memorandum identifies all parties, principals, and related entities known to be involved in the Transaction as of the date hereof, describes the search methodology employed, and reports the results of all conflict searches conducted. The conflict check was performed in accordance with Calderwood & Harkness LLP's Conflicts of Interest Policy (Firm Policy No. COI-001, as amended effective January 1, 2025), the New York Rules of Professional Conduct (22 NYCRR Part 1200), and applicable guidance from the American Bar Association Model Rules of Professional Conduct.
Conclusion: Based on the comprehensive search and review described herein, no conflicts of interest, potential conflicts, or material issues requiring further analysis or client consent were identified. Calderwood & Harkness LLP is cleared to proceed with the engagement of Briarwood Family Office LLC in connection with the Transaction, subject to issuance of the engagement letter and opening of the matter file.
2. Search Methodology
The conflict check was conducted using the following procedures, each of which is consistent with Calderwood & Harkness LLP's established conflicts clearance protocols:
2.1 Database Searches. All searches were run in the Calderwood & Harkness LLP Conflicts Management System ("CMS"), the firm's centralized conflicts database, on February 25, 2026. The CMS contains records of all current and former client representations, adverse parties, related entities, and key personnel associated with each matter, as well as prospective and declined engagements. The database is updated on a continuous basis and is maintained by the firm's Conflicts Committee in coordination with the Office of General Counsel.
2.2 Search Terms. Searches were conducted using the full legal names, short names, trade names, and known aliases or alternate names of all identified parties, principals, and related entities listed in Section 3 of this memorandum. For each entity, additional searches were performed using employer identification numbers (EINs), addresses, and known affiliates where available. For each individual, searches were performed using full legal names, known variations, and professional affiliations. Wildcard and partial-match searches were employed where appropriate to capture variations in spelling, punctuation, or abbreviation.
2.3 Cross-Referencing. Search results were cross-referenced against the following firm records:
(a) the active matters list, encompassing all currently open matters across all practice groups and offices of the firm;
(b) the closed matters list, encompassing all matters closed within the past five (5) years (i.e., matters closed on or after February 25, 2021);
(c) the prospective/declined matters list, encompassing all engagement requests received within the past five (5) years that were not ultimately opened, whether due to conflicts, client declination, or other reasons; and
(d) the lateral hire disclosure records, encompassing conflicts information provided by attorneys who joined the firm during the relevant period.
2.4 Manual Review. In addition to the database searches described above, a manual review of the Real Estate Department's current client roster was performed by the undersigned, Cynthia Ho, Lead Associate. This manual review was undertaken to identify any relationships or representations that may not yet have been entered into the CMS, including matters in the intake process or matters involving informal advisory relationships. The manual review encompassed all active real estate matters in the firm's New York, New Jersey, and Connecticut offices.
2.5 Attorney Disclosures. All members of the proposed engagement team (identified in Section 5 below) were consulted and asked to confirm whether they have any personal or financial interest in any party to the Transaction, in the Property, or in any entity or individual identified in Section 3 of this memorandum. Each team member confirmed that no such interests exist.
2.6 Review and Approval. The search results and this memorandum were reviewed and approved by Angela Fontaine, Responsible Partner, and Douglas Fairchild, Billing Partner, each of whom confirmed the absence of any conflicts or concerns based on their independent knowledge and experience at the firm.
3. Parties Searched
The following parties, principals, and related entities were identified as participants in, or potentially affected by, the Transaction. Each was searched in the CMS and cross-referenced as described in Section 2 above. The search results for each party are reported below.
3.1 Client (Buyer)
Briarwood Family Office LLC
• Entity Type: Delaware limited liability company
• Principal Office Address: 680 Park Avenue, 9th Floor, New York, NY 10065
• Employer Identification Number (EIN): 83-2947156
• Role in Transaction: Prospective buyer of the Property; parent entity and sole member of the single-purpose acquisition vehicle to be formed
Theodore R. Ashworth
• Title: Founder & Managing Principal, Briarwood Family Office LLC
• Role in Transaction: Principal decision-maker and authorized representative of the prospective buyer; expected signatory on the purchase and sale agreement and related transaction documents on behalf of Briarwood
Margaux Ashworth-Levine
• Title: Principal & Head of Real Estate Investments, Briarwood Family Office LLC
• Role in Transaction: Co-principal of the prospective buyer; responsible for oversight of real estate acquisitions and due diligence coordination
BFO 450 West 34th LLC
• Entity Type: Delaware limited liability company (to be formed)
• Role in Transaction: Single-purpose acquisition vehicle to be organized by Briarwood Family Office LLC for the purpose of acquiring, holding, and operating the Property; sole member anticipated to be Briarwood Family Office LLC
• Note: This entity has not yet been formed. Upon formation, supplemental conflict searches will be conducted to the extent any additional members, managers, or principals are identified beyond those already searched herein.
Search Result: No prior or current representation of Briarwood Family Office LLC, Theodore R. Ashworth, Margaux Ashworth-Levine, or BFO 450 West 34th LLC (or any variation thereof) was identified in the CMS. No adverse matters involving any of these parties were identified. No entries appeared in the active matters list, closed matters list, or prospective/declined matters list.
3.2 Adverse Party (Seller)
Meridian Gateway Holdings LLC
• Entity Type: New York limited liability company
• Principal Office Address: 1440 Broadway, Suite 2200, New York, NY 10018
• Employer Identification Number (EIN): 27-6831044
• Role in Transaction: Current owner of the Property and prospective seller; counterparty to the prospective buyer in the purchase and sale agreement
Victor S. Papadopoulos
• Title: Managing Member, Meridian Gateway Holdings LLC
• Role in Transaction: Principal of the selling entity; expected signatory on behalf of Meridian
Elena K. Rosenberg
• Title: Co-Managing Member, Meridian Gateway Holdings LLC
• Role in Transaction: Co-principal of the selling entity; expected to participate in transaction negotiations and management decisions on behalf of Meridian
Search Result: No prior or current representation of Meridian Gateway Holdings LLC, Victor S. Papadopoulos, or Elena K. Rosenberg was identified in the CMS. No adverse matters involving any of these parties were identified. No entries appeared in the active matters list, closed matters list, or prospective/declined matters list. Accordingly, no former-client conflict issues arise under New York Rule of Professional Conduct 1.9, and no current-client conflict issues arise under Rule 1.7.
3.3 Seller's Counsel
Hargrove, Pettigrew & Sloane LLP
• Firm Address: 399 Park Avenue, 18th Floor, New York, NY 10022
• Role in Transaction: Outside legal counsel to Meridian Gateway Holdings LLC in connection with the Transaction
Jonathan D. Hargrove
• Title: Lead Partner, Hargrove, Pettigrew & Sloane LLP
• Role in Transaction: Lead attorney representing the seller
Rebecca Tran
• Title: Associate, Hargrove, Pettigrew & Sloane LLP
• Role in Transaction: Associate attorney on the seller's legal team
Search Result: No prior or current representation of, or adverse relationship with, Hargrove, Pettigrew & Sloane LLP, Jonathan D. Hargrove, or Rebecca Tran was identified in the CMS. No co-counsel relationships in any pending matters were identified that would create a conflict of interest or an appearance of impropriety. No entries appeared in the active matters list, closed matters list, or prospective/declined matters list with respect to these parties.
3.4 Prospective Senior Lender
Pinnacle Federal Savings Bank
• Entity Type: Federally chartered savings bank
• Principal Office Address: 245 Park Avenue, 12th Floor, New York, NY 10167
• Role in Transaction: Prospective senior lender for acquisition financing of up to Seventy-Eight Million Dollars ($78,000,000), representing approximately sixty-five percent (65%) loan-to-value ("LTV") based on the anticipated $120,000,000 purchase price
Daniel Ortega
• Title: Senior Vice President, Commercial Real Estate Lending, Pinnacle Federal Savings Bank
• Role in Transaction: Loan officer responsible for the proposed senior acquisition financing
Search Result: No current adverse matters involving Pinnacle Federal Savings Bank or Daniel Ortega were identified in the CMS. No prior representation of Pinnacle Federal Savings Bank that would impede the proposed engagement was identified. The firm has not represented Pinnacle Federal Savings Bank in any capacity, nor has it appeared adverse to Pinnacle Federal Savings Bank in any pending or recently closed matter. Should the lending relationship advance to the term sheet or commitment letter stage, and should lender's counsel be identified, a supplemental conflict check will be conducted at that time.
3.5 Prospective Preferred Equity Source
Caliber Point Capital Partners LP
• Entity Type: Delaware limited partnership
• Principal Office Address: 590 Madison Avenue, Suite 3100, New York, NY 10022
• Role in Transaction: Under preliminary discussion with Briarwood for the provision of up to Eighteen Million Dollars ($18,000,000) in preferred equity, subject to a 10.5% preferred return; terms have not yet been finalized
Priya Sundaram
• Title: Managing Director, Caliber Point Capital Partners LP
• Role in Transaction: Principal contact and decision-maker at Caliber Point Capital Partners LP for the proposed preferred equity investment
Search Result: No conflicts identified. No prior or current representation of, or adverse relationship with, Caliber Point Capital Partners LP or Priya Sundaram was identified in the CMS. No entries appeared in the active matters list, closed matters list, or prospective/declined matters list with respect to these parties.
3.6 Seller's Existing Lender (Payoff at Closing)
Eastbridge Commercial Bank, N.A.
• Entity Type: National bank, chartered by the Office of the Comptroller of the Currency (OCC)
• Role in Transaction: Holder of the existing mortgage encumbering the Property, originally recorded on April 14, 2011, in an original principal amount of Forty-One Million One Hundred Thousand Dollars ($41,100,000); estimated outstanding payoff balance of approximately Twenty-Eight Million Seven Hundred Thousand Dollars ($28,700,000) as of the anticipated closing date; also the secured party under a UCC-1 Financing Statement filed with respect to the Property and related personal property collateral
• Note: The existing mortgage and related security instruments will be satisfied and discharged at or prior to closing of the Transaction
Search Result: No current adverse matters involving Eastbridge Commercial Bank, N.A. were identified in the CMS. No prior representation of Eastbridge Commercial Bank, N.A. that would impede the proposed engagement was identified. The firm has not appeared adverse to Eastbridge Commercial Bank, N.A. in any pending or recently closed matter.
3.7 Title Insurer
Granite State Title Insurance Company
• Principal Office Address: 140 Broadway, 22nd Floor, New York, NY 10005
• Role in Transaction: Title insurance company that issued the existing owner's title insurance policy covering the Property (Policy No. GST-2011-04872, insured amount $68,500,000, effective date April 14, 2011); expected to issue an updated owner's title insurance policy in connection with the Transaction and, if required by the senior lender, a lender's title insurance policy
Martin Clearfield
• Title: Title Officer, Granite State Title Insurance Company
• Role in Transaction: Title officer assigned to the Transaction
Search Result: No conflicts identified. No prior or current representation of, or adverse relationship with, Granite State Title Insurance Company or Martin Clearfield was identified in the CMS.
3.8 Escrow Agent
Prestige Escrow Services LLC
• Principal Office Address: 1 Penn Plaza, Suite 4500, New York, NY 10119
• Role in Transaction: Proposed escrow agent for the earnest money deposit in connection with the Transaction; the anticipated deposit structure consists of an initial deposit of Six Million Dollars ($6,000,000) upon execution of the purchase and sale agreement, followed by an additional deposit of Three Million Dollars ($3,000,000) upon expiration of the due diligence period, for a total earnest money deposit of Nine Million Dollars ($9,000,000)
Search Result: No conflicts identified. No prior or current representation of, or adverse relationship with, Prestige Escrow Services LLC was identified in the CMS.
3.9 Environmental Consultant
Whitmore Environmental Sciences LLC
• Principal Office Address: 55 Water Street, Suite 810, New York, NY 10041
• Role in Transaction: Environmental consulting firm that prepared the most recent Phase I Environmental Site Assessment ("Phase I ESA") for the Property, dated June 15, 2020; expected to be engaged by Briarwood to prepare an updated Phase I ESA in connection with the Transaction, and to conduct any additional environmental investigations (Phase II, if warranted) identified during due diligence
Dr. Samantha Reeves
• Title: Project Manager, Whitmore Environmental Sciences LLC
• Role in Transaction: Lead project manager for the environmental assessment of the Property
Search Result: No conflicts identified. No prior or current representation of, or adverse relationship with, Whitmore Environmental Sciences LLC or Dr. Samantha Reeves was identified in the CMS.
3.10 Appraiser. Kensington Valuation Group Inc.
• Principal Office Address: 757 Third Avenue, 14th Floor, New York, NY 10017
• Role in Transaction: Appraisal firm expected to prepare an independent appraisal of the Property in connection with the senior acquisition financing; the appraisal may also be relied upon by Briarwood for internal investment committee purposes
Robert Huang, MAI
• Title: Lead Appraiser, Kensington Valuation Group Inc.
• Designation: Member, Appraisal Institute (MAI)
• Role in Transaction: Lead appraiser for the Property valuation
Search Result: No conflicts identified. No prior or current representation of, or adverse relationship with, Kensington Valuation Group Inc. or Robert Huang was identified in the CMS.
3.11 Insurance Broker
Lockhart & Pryor Insurance Advisors LLC
• Principal Office Address: 100 William Street, Suite 600, New York, NY 10038
• Role in Transaction: Insurance brokerage firm expected to advise Briarwood on property and casualty insurance, general liability insurance, and other insurance coverage requirements for the Property in connection with the Transaction and ongoing operations
Nadia Kowalski
• Title: Insurance Broker, Lockhart & Pryor Insurance Advisors LLC
• Role in Transaction: Lead broker for insurance placement
Search Result: No conflicts identified. No prior or current representation of, or adverse relationship with, Lockhart & Pryor Insurance Advisors LLC or Nadia Kowalski was identified in the CMS.
3.12 Property Manager (Current)
Atlas Urban Management Corp.
• Entity Type: New York corporation
• Principal Office Address: 330 West 42nd Street, 7th Floor, New York, NY 10036
• Role in Transaction: Current property manager of the Property, engaged by Meridian Gateway Holdings LLC under an existing property management agreement with a term running through December 31, 2027, at a management fee of 4.0% of effective gross income; Briarwood will need to evaluate whether to assume, renegotiate, or terminate this management agreement in connection with the Transaction
Gerald Fitch
• Title: Senior Property Manager, Atlas Urban Management Corp.
• Role in Transaction: Day-to-day property management contact for the Property
Search Result: No conflicts identified. No prior or current representation of, or adverse relationship with, Atlas Urban Management Corp. or Gerald Fitch was identified in the CMS.
3.13 Buyer's Accountant / Tax Advisor
Edgemont Nash & Co. LLP
• Entity Type: Limited liability partnership (Certified Public Accountants)
• Principal Office Address: 1185 Avenue of the Americas, 20th Floor, New York, NY 10036
• Role in Transaction: Accounting and tax advisory firm engaged by Briarwood to provide tax planning, structuring advice, and accounting services in connection with the Transaction, including analysis of applicable transfer tax implications, depreciation schedules, and partnership/LLC tax reporting
Laura Siddiqui, CPA
• Title: Engagement Partner, Edgemont Nash & Co. LLP
• Role in Transaction: Lead accountant and tax advisor for Briarwood in connection with the Transaction
Search Result: No conflicts identified. No prior or current representation of, or adverse relationship with, Edgemont Nash & Co. LLP or Laura Siddiqui was identified in the CMS.
3.14 Zoning / Land Use Consultant
Halcyon Planning Associates LLC
• Principal Office Address: 250 West 57th Street, Suite 1430, New York, NY 10107
• Role in Transaction: Zoning and land use consulting firm expected to provide analysis of the Property's zoning classification, permitted uses, floor area ratio, and compliance with applicable New York City zoning regulations, including any special district requirements; may also advise on potential for future development, air rights, and any applicable landmarks or historic district considerations
Mark Espinoza, AICP
• Title: Principal, Halcyon Planning Associates LLC
• Designation: American Institute of Certified Planners (AICP)
• Role in Transaction: Lead zoning and land use consultant for the Transaction
Search Result: No conflicts identified. No prior or current representation of, or adverse relationship with, Halcyon Planning Associates LLC or Mark Espinoza was identified in the CMS.
3.15 Survey Firm
Clearview Land Surveyors Inc.
• Entity Type: New York corporation
• Role in Transaction: Survey firm that prepared the existing ALTA/NSPS Land Title Survey for the Property, dated March 2, 2011; may be engaged by Briarwood to prepare an updated ALTA/NSPS survey in connection with the Transaction, as required by the title insurer and/or the senior lender
Search Result: No conflicts identified. No prior or current representation of, or adverse relationship with, Clearview Land Surveyors Inc. was identified in the CMS.
3.16 Major Tenants at the Property
The following entities are identified as major tenants in occupancy at the Property based on the preliminary rent roll and lease abstract information provided by Briarwood. Each tenant was individually searched in the CMS.
Harmon & Voss Retail Partners LLC
• Entity Type: New York limited liability company
• Premises: Floor 1 (ground level), approximately 14,200 rentable square feet
• Lease Expiration: November 30, 2032
• Role in Transaction: Existing tenant at the Property; lease expected to be assumed by the buyer as part of the Transaction
Solstice Wellness Studio Inc.
• Entity Type: New York corporation
• Premises: Floor 1 (lower level) and Floor 2, approximately 14,400 rentable square feet
• Lease Expiration: March 31, 2029
• Role in Transaction: Existing tenant at the Property; lease expected to be assumed by the buyer as part of the Transaction
Ridgepoint Consulting Group LLC
• Entity Type: Delaware limited liability company
• Premises: Floors 3 through 5, approximately 41,700 rentable square feet
• Lease Expiration: August 31, 2030
• Role in Transaction: Existing tenant at the Property; largest tenant by occupied square footage; lease expected to be assumed by the buyer as part of the Transaction
Calderon Specialty Insurance Digital Media Corp.
• Entity Type: New York corporation
• Premises: Floors 6 and 7, approximately 27,800 rentable square feet
• Lease Expiration: January 31, 2028
• Role in Transaction: Existing tenant at the Property; nearest-term lease expiration among major tenants; lease expected to be assumed by the buyer as part of the Transaction
Search Result: No conflicts identified for any of the above tenants. No prior or current representation of, or adverse relationship with, Harmon & Voss Retail Partners LLC, Solstice Wellness Studio Inc., Ridgepoint Consulting Group LLC, or Calderon Specialty Insurance Digital Media Corp. was identified in the CMS. No entries appeared in the active matters list, closed matters list, or prospective/declined matters list with respect to any of these tenants.
4. Conflict Check Results
Result: CLEARED — NO CONFLICTS
All searches conducted in the Calderwood & Harkness LLP Conflicts Management System on February 25, 2026, as described in Section 2 of this memorandum, returned negative results with respect to each of the parties, principals, and related entities identified in Section 3 above. Specifically:
(a) No current client relationships: Calderwood & Harkness LLP does not currently represent, and has not within the past five (5) years represented, any party identified in Section 3 in any capacity. No concurrent conflict of interest exists under New York Rule of Professional Conduct 1.7.
(b) No adverse representations: Calderwood & Harkness LLP has not represented any party to the Transaction in a matter that is the same or substantially related to the Transaction, and no former-client conflict exists under New York Rule of Professional Conduct 1.9.
(c) No positional conflicts: No matter was identified in which Calderwood & Harkness LLP has taken, or is currently taking, a legal position on behalf of another client that would be materially adverse to the interests of Briarwood Family Office LLC in the Transaction, or that would create a significant risk of materially limiting the firm's ability to represent Briarwood effectively.
(d) No personal or financial interests: No attorney at Calderwood & Harkness LLP, including any member of the proposed engagement team, has disclosed any personal or financial interest in any party to the Transaction, in the Property, or in any entity or individual identified in Section 3. Each member of the engagement team has affirmatively confirmed the absence of any such interest.
(e) No co-counsel or related-party issues: No pending or recent matter was identified in which Calderwood & Harkness LLP serves or has served as co-counsel with, or in a relationship of regular referral or joint representation with, any opposing party, opposing counsel, or third-party participant in the Transaction that would give rise to a conflict or an appearance of impropriety.
Based on the foregoing, the engagement may proceed without the need for any conflict waiver, informed consent, or ethical screen.
5. Engagement Team
The following attorneys have been designated as the engagement team for this matter. Each team member was individually consulted regarding potential conflicts and has confirmed that no personal conflicts exist with respect to any of the parties identified in Section 3 of this memorandum.
All engagement team members are admitted to practice in the State of New York and are in good standing with the New York State bar. The engagement team composition may be supplemented as the Transaction progresses, including the potential involvement of attorneys from the firm's Tax, Finance, or Environmental practice groups. Supplemental conflict confirmations will be obtained from any additional attorneys assigned to the matter prior to their commencement of work on the engagement.
6. Conclusion and Authorization
Based on the comprehensive conflict check described in this memorandum, Calderwood & Harkness LLP is cleared to proceed with the engagement of Briarwood Family Office LLC in connection with the prospective acquisition of 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan), from Meridian Gateway Holdings LLC, at a purchase price of One Hundred Twenty Million Dollars ($120,000,000).
The engagement letter, also dated February 25, 2026, may be issued to Briarwood Family Office LLC, attention Theodore R. Ashworth, and the matter file may be opened under Matter Number 1026-00003. All timekeeping, billing, and correspondence for this matter should reference the foregoing matter number.
Should additional parties be identified during the course of the representation — including, without limitation, lender's counsel, additional equity investors, mezzanine lenders, replacement property managers, additional tenants, governmental authorities, or other transaction participants — supplemental conflict checks will be conducted promptly in accordance with firm policy and the results documented in a supplemental memorandum to be filed with the matter records. If any supplemental search identifies a conflict or potential conflict, the undersigned will immediately notify the Responsible Partner and the firm's Conflicts Committee for further evaluation and guidance.
This memorandum supersedes any prior informal clearance communications regarding this matter and constitutes the official conflict check record for Matter Number 1026-00003.