1026-00003 · Calderwood & Harkness LLP · Engagement

engagement-letter-bfo.docx DOCUMENT Real Estate

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 38th Floor New York, New York 10006

February 25, 2026

Mr. Theodore R. Ashworth Founder & Managing Principal Briarwood Family Office LLC 680 Park Avenue, 9th Floor New York, New York 10065

Re: Engagement of Calderwood & Harkness LLP — Prospective Acquisition of 450 West 34th Street, New York, NY 10001 Our Matter No.: 1026-00003

Dear Mr. Ashworth:

1. Purpose and Confirmation of Engagement

Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Briarwood Family Office LLC, a Delaware limited liability company ("Briarwood" or the "Client"), in connection with the prospective acquisition described in Section 2 below. We are pleased that Briarwood has chosen to entrust this significant transaction to our Firm, and we look forward to working closely with you and your team throughout the process.

This letter (the "Engagement Letter") confirms the terms and conditions of our engagement and sets forth the understanding between the Firm and the Client with respect to the scope of our representation, the fees and billing arrangements applicable to this matter, and certain other matters relevant to our professional relationship. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us at your earliest convenience. Our engagement will be deemed effective as of the date of your countersignature, although the Firm may, at the Client's request, commence preliminary work on the matter prior to receipt of the countersigned copy, in which case the terms set forth herein shall apply retroactively to such preliminary work.

2. Description of the Matter

2.1 Transaction Overview

Briarwood is pursuing the acquisition (the "Acquisition" or the "Transaction") of the property located at 450 West 34th Street, New York, New York 10001, designated as Block 754, Lot 42 on the Tax Map of the Borough of Manhattan, City and County of New York (the "Property"). The Property consists of a fourteen (14)-story mixed-use building containing retail, office, and residential components, comprising approximately 186,400 gross square feet of built area. The Property is situated in the Hudson Yards vicinity and, based on information provided by the Client, is currently partially occupied under a combination of commercial and residential leases.

The seller of the Property is Meridian Gateway Holdings LLC, a New York limited liability company ("Meridian" or the "Seller"). The anticipated purchase price for the Property is One Hundred Twenty Million Dollars ($120,000,000.00) (the "Purchase Price"), subject to customary adjustments and prorations at closing as may be set forth in the purchase and sale agreement to be negotiated between the parties.

It is anticipated that Briarwood will form a single-purpose Delaware limited liability company, to be named BFO 450 West 34th LLC (the "Acquisition SPV"), to serve as the acquiring entity and to hold title to the Property following the consummation of the Transaction. The Acquisition SPV will be wholly owned, directly or indirectly, by Briarwood, and its organizational structure will be designed to satisfy customary single-purpose entity requirements that may be imposed by Briarwood's prospective lender.

2.2 Seller's Counsel

We understand that Meridian is represented in connection with the Transaction by the law firm of Hargrove, Pettigrew & Sloane LLP, located at 399 Park Avenue, 18th Floor, New York, New York 10022. Jonathan D. Hargrove, a partner at that firm, is serving as lead partner on behalf of the Seller. All substantive negotiations and communications with the Seller regarding the Transaction will be conducted through Seller's counsel, unless otherwise agreed by the parties.

3. Scope of Representation

3.1 Included Services

The Firm's representation of Briarwood (and its Acquisition SPV) in connection with the Transaction will encompass the following services:

(a) Letter of Intent (LOI) Phase. Drafting, reviewing, negotiating, and finalizing a non-binding letter of intent (the "LOI") between Briarwood (or its designee, the Acquisition SPV) and Meridian for the acquisition of the Property. This will include advising Briarwood on customary LOI provisions, including but not limited to exclusivity periods, deposit requirements, due diligence periods, and conditions precedent to execution of a definitive purchase and sale agreement.

(b) Preliminary Legal Due Diligence. Conducting and coordinating preliminary legal due diligence on the Property and the Transaction, including review and analysis of the following categories of materials and information, to the extent made available by the Seller or otherwise obtainable:

(i) title commitment, title exception documents, and survey, including identification of title defects, encumbrances, easements, restrictions, and other matters affecting title to the Property;

(ii) existing leases, subleases, license agreements, and occupancy agreements affecting the Property, including review of key lease terms, tenant rights, and landlord obligations;

(iii) zoning and land use compliance, including review of the Property's zoning designation, permitted uses, floor area ratio (FAR) calculations, certificate of occupancy, and any applicable special permits, variances, or restrictive declarations;

(iv) environmental reports, including Phase I and, if applicable, Phase II environmental site assessments, and any related correspondence with governmental authorities;

(v) violations and compliance searches with the New York City Department of Buildings, the New York City Environmental Control Board, the New York City Department of Housing Preservation and Development, and other relevant agencies;

(vi) property management agreements, service contracts, and other third-party agreements affecting the operation of the Property;

(vii) existing financing encumbering the Property, including existing mortgage documents, intercreditor agreements, and related loan documents;

(viii) entity-level diligence on the Seller, including review of Meridian's organizational documents, good standing, and authority to consummate the Transaction;

(ix) insurance coverage currently maintained with respect to the Property;

(x) real property tax matters, including review of current assessed values, tax bills, and any pending tax certiorari proceedings or assessment challenges; and

(xi) transfer tax and mortgage recording tax implications of the Transaction, including analysis of applicable New York State and New York City real property transfer taxes and, to the extent applicable, the potential availability of a CEMA structure to reduce or eliminate mortgage recording taxes.

(c) Entity Formation. Preparing the organizational documents necessary to form the Acquisition SPV, including the Certificate of Formation for filing with the Delaware Secretary of State and the Limited Liability Company Agreement of BFO 450 West 34th LLC. The Firm will also assist with obtaining an employer identification number (EIN) from the Internal Revenue Service for the Acquisition SPV and, if necessary, filing an Application for Authority (or equivalent qualification filing) with the New York Department of State to authorize the Acquisition SPV to transact business in the State of New York.

(d) Purchase and Sale Agreement (PSA). Drafting, reviewing, negotiating, and finalizing the purchase and sale agreement (the "PSA") between the Acquisition SPV (or such other entity as Briarwood may designate) and Meridian for the acquisition of the Property, together with all related ancillary documents and exhibits. The anticipated ancillary documents and exhibits include, without limitation, the following:

(i) form of bargain and sale deed with covenants against grantor's acts;

(ii) assignment and assumption of leases, contracts, and other agreements;

(iii) bill of sale for personal property;

(iv) FIRPTA non-foreign person affidavit/certificate pursuant to Section 1445 of the Internal Revenue Code;

(v) form of tenant estoppel certificate;

(vi) title affidavit (owner's affidavit in form required by the title insurer);

(vii) form of rent direction letter to tenants;

(viii) closing adjustments schedule; and

(ix) such other documents as are customary for a transaction of this nature or as may be required by the title insurer.

(e) Financing Coordination. Coordinating with Briarwood's prospective senior lender, Pinnacle Federal Savings Bank ("Pinnacle"), and any preferred equity or mezzanine capital sources (currently, Caliber Point Capital Partners LP ("Caliber Point") is under discussion as a potential source of preferred equity or mezzanine financing) with respect to the legal aspects of the acquisition financing. Such coordination will include, without limitation:

(i) reviewing and commenting on loan commitment letters and term sheets;

(ii) reviewing senior loan documents prepared by lender's counsel for consistency with the terms of the PSA and the Client's business understanding of the loan terms;

(iii) analyzing the feasibility of a CEMA (Consolidation, Extension, and Modification Agreement) structure in connection with the acquisition financing, including review of the existing mortgage held by Eastbridge Commercial Bank, N.A. (the "Existing Mortgage"), coordination with the Seller and the Seller's existing lender, and analysis of any title and legal issues arising from the proposed CEMA;

(iv) coordinating with counsel for Caliber Point (or any other preferred equity or mezzanine capital provider) regarding structural and documentary requirements; and

(v) ensuring that the closing of the acquisition financing is coordinated with and occurs simultaneously with the closing of the Acquisition.

For the avoidance of doubt, the scope of the Firm's services with respect to financing does not include negotiation or documentation of the substantive business terms of any financing arrangement, which the Client will negotiate directly with its capital sources; rather, the Firm's role will be limited to coordination with lender's counsel and review of financing documents for consistency with the PSA and the Client's interests in the Transaction.

(f) Closing. Preparing for and conducting the closing (the "Closing") of the Acquisition, including:

(i) preparation and review of all closing documents, including the deed, transfer tax returns (New York State Form TP-584, New York City Form RPT), mortgage recording documents (if applicable), and all other instruments required for the conveyance of title;

(ii) coordination of the funds flow, including preparation of a closing funds flow memorandum and liaison with the escrow agent (Prestige Escrow Services LLC) to ensure timely and accurate disbursement of funds;

(iii) coordination with the title insurer (Granite State Title Insurance Company) regarding satisfaction of title requirements, clearance of title exceptions, and issuance of the owner's title insurance policy (and, if applicable, the lender's title insurance policy);

(iv) attendance at the Closing, whether conducted in person or via escrow closing; and

(v) post-closing matters, including recording of the deed and any mortgages or other instruments with the Office of the City Register of the City of New York, filing of transfer tax returns, and delivery of post-closing deliverables to the Client.

3.2 Coordination with Third-Party Consultants

In connection with the Transaction, the Firm will coordinate, as appropriate and as directed by the Client, with the following third-party consultants and advisors that have been or will be engaged directly by the Client:

• Granite State Title Insurance Company — title insurer; title officer: Martin Clearfield

• Whitmore Environmental Sciences LLC — environmental consultant; lead contact: Dr. Samantha Reeves

• Kensington Valuation Group Inc. — appraiser; lead contact: Robert Huang, MAI

• Clearview Land Surveyors Inc. — surveyor

• Lockhart & Pryor Insurance Advisors LLC — insurance broker; lead contact: Nadia Kowalski

• Halcyon Planning Associates LLC — zoning and land use consultant; lead contact: Mark Espinoza, AICP

• Edgemont Nash & Co. LLP — accountant and tax advisor; lead contact: Laura Siddiqui, CPA

• Prestige Escrow Services LLC — escrow agent

The Firm's fees do not include fees, costs, or charges assessed by any of the foregoing third-party consultants or advisors, all of which are the direct financial responsibility of the Client. The Firm shall have no liability for the acts, omissions, opinions, or work product of such third-party consultants or advisors.

3.3 Excluded Services

This engagement does not cover, and the Firm's scope of representation expressly excludes, the following:

(a) representation of the Client or the Acquisition SPV in any litigation, arbitration, mediation, or other dispute resolution proceeding arising from or related to the Transaction or the Property, whether commenced before, during, or after the Closing;

(b) tax planning, tax structuring, or tax compliance advice in connection with the Transaction or the ownership and operation of the Property, all of which will be provided by the Client's accountant and tax advisor, Edgemont Nash & Co. LLP;

(c) negotiation or documentation of the substantive terms of any financing arrangement (whether senior debt, preferred equity, mezzanine debt, or otherwise) beyond the coordination and review activities described in Section 3.1(e) above;

(d) landlord-tenant disputes, summary proceedings, lease enforcement actions, or other tenant-related proceedings arising before or after the Closing;

(e) any ongoing property management, operational, or regulatory compliance matters relating to the Property following the Closing; and

(f) any matters unrelated to the acquisition of the Property as described in this Engagement Letter.

Any expansion of the scope of the Firm's representation beyond the services described in Section 3.1 will require a separate engagement letter or a written amendment to this Engagement Letter, executed by both the Firm and the Client.

4. Engagement Team

4.1 Responsible Partner

Angela Fontaine, a Partner in the Firm's Real Estate Practice Group, will serve as the responsible partner and primary point of contact for this matter. Ms. Fontaine will have overall supervisory responsibility for the engagement and will be the principal attorney responsible for strategic advice, key negotiations with Seller's counsel, and management of the engagement team. Ms. Fontaine can be reached directly at (212) 554-7200 or by email at afontaine@calderwoodharkness.com.

4.2 Billing Partner

Douglas Fairchild, a Partner in the Firm's Real Estate Practice Group, will serve as the billing partner for this matter. Mr. Fairchild will be responsible for reviewing and approving invoices before they are submitted to the Client. Mr. Fairchild may also contribute substantive legal services to the engagement, and any such time will be billed at his standard hourly rate as set forth in Section 6 below.

4.3 Associates. Cynthia Ho, an Associate in the Firm's Real Estate Practice Group, will serve as the lead associate on this matter. Ms. Ho will be responsible for the day-to-day management of the due diligence process, initial drafting and review of transaction documents, and coordination with third-party consultants and opposing counsel on routine matters.

Grace Nakamura, an Associate in the Firm's Real Estate Practice Group, will serve as a working associate on the matter and will assist Ms. Ho with due diligence review, document preparation, and research as needed.

4.4 Additional Personnel

Additional attorneys, paralegals, or other professional staff may be assigned to the matter from time to time as the scope and demands of the engagement require. In particular, the Firm may assign paralegal support for title review, due diligence document management, and closing preparation. The Client will be informed of any material changes to the composition of the engagement team described above.

5. Client Contact Information

The Firm's primary client contacts for this matter will be the following individuals:

• Theodore R. Ashworth, Founder & Managing Principal, Briarwood Family Office LLC, telephone: (212) 832-4500, email: tashworth@briarwoodfo.com

• Margaux Ashworth-Levine, Principal & Head of Real Estate Investments, Briarwood Family Office LLC, telephone: (212) 832-4511, email: mashworthlevine@briarwoodfo.com

All significant communications, deliverables, draft documents, and strategy decisions relating to this engagement will be directed to and, where applicable, approved by the foregoing contacts. The Client may designate additional authorized contacts by written notice to the Firm. Unless and until such notice is received, the Firm will treat instructions received from either Mr. Ashworth or Ms. Ashworth-Levine as authorized instructions of the Client.

6. Fees and Billing Arrangements

6.1 Hourly Rates

Services rendered by the Firm in connection with this matter will be billed on an hourly basis at the Firm's standard rates, which are currently as follows:

Paralegal and other professional staff rates vary depending on seniority and experience. Time will be recorded in increments of one-tenth (0.1) of an hour.

The Firm's hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective as of January 1 of each calendar year. The Client will be notified in advance of any rate changes that would affect this engagement. Rate changes will apply to services rendered on or after the effective date of the change.

6.2 Fee Estimate

Based on our preliminary assessment of the scope of this engagement — encompassing LOI negotiation, preliminary legal due diligence, PSA drafting and negotiation, entity formation, financing coordination, and the Closing — we estimate that the Firm's total legal fees for this matter will be in the range of $275,000 to $350,000.

This estimate is provided solely for the Client's planning purposes and does not constitute a cap, ceiling, guaranteed maximum fee, or flat fee arrangement. The actual fees incurred will depend on a number of factors, many of which are beyond the Firm's control, including but not limited to: the complexity of the Transaction and the issues identified during due diligence; the extent and intensity of negotiation required with Seller's counsel; the number and nature of title exceptions and due diligence issues that must be resolved prior to Closing; the structure and complexity of the acquisition financing; and any changes in the scope of the engagement requested by the Client. We will endeavor to keep the Client informed of the status of fees incurred relative to this estimate and will promptly notify the Client if it appears that actual fees may materially exceed the estimated range.

6.3 Disbursements and Expenses

In addition to legal fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this matter. Such disbursements and expenses may include, without limitation, the following:

• filing fees and recording fees (including fees payable to the Office of the City Register);

• title search charges and related title company fees not included in the title insurance premium;

• messenger and courier service charges;

• travel expenses (if required);

• document reproduction, printing, and binding costs;

• overnight delivery and postage charges;

• computerized legal research charges (e.g., Westmark Data Systems, Sundial Solutions);

• charges for ACRIS (Automated City Register Information System) and other public records searches; and

• similar costs and expenses customarily incurred in transactions of this nature.

Disbursements and expenses will be itemized on each monthly invoice and are payable on the same terms as legal fees.

6.4 Billing Cycle and Payment Terms

Invoices will be rendered on a monthly basis, generally within fifteen (15) days following the close of each calendar month, and are due and payable within thirty (30) days of the invoice date. Each invoice will include a reasonably detailed summary of services rendered during the billing period, identifying the timekeeper, the date on which services were performed, a description of the work performed, the number of hours worked, and the applicable hourly rate, together with an itemization of disbursements and expenses.

The Firm reserves the right to charge interest on unpaid balances at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less) on any amounts remaining unpaid more than sixty (60) days after the invoice date. The Client agrees that its obligation to pay fees and disbursements is not contingent upon the consummation of the Transaction.

7. Retainer

No retainer deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer deposit at any time if circumstances warrant, including but not limited to situations in which the Firm determines that a retainer deposit is appropriate in light of the scope or complexity of the engagement or the status of the Client's account. Any retainer deposit received will be held in the Firm's attorney trust account (IOLA account) and applied against future invoices, with any unused balance returned to the Client upon conclusion of the engagement.

8. Client Identification and Tax Information

For the Firm's records and in compliance with applicable regulatory requirements, we note the following information regarding the Client:

• Client Full Legal Name: Briarwood Family Office LLC

• Entity Type: Delaware limited liability company

• Employer Identification Number (EIN): 83-2947156

• Principal Office Address: 680 Park Avenue, 9th Floor, New York, New York 10065

The Client represents that the foregoing information is accurate and complete and agrees to notify the Firm promptly of any changes to such information.

9. Confidentiality

All information provided by the Client to the Firm in connection with this engagement will be treated as confidential in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and other applicable rules governing attorney-client privilege and the duty of confidentiality. The Firm will not disclose such information to any third party without the Client's prior written or oral consent, except as required by law or court order, or as necessary to carry out the representation contemplated by this Engagement Letter. By way of example and not limitation, the Client hereby authorizes the Firm to share confidential information, on a need-to-know basis, with Seller's counsel (Hargrove, Pettigrew & Sloane LLP), lender's counsel, the title company (Granite State Title Insurance Company), the escrow agent (Prestige Escrow Services LLC), and other transaction participants, in each case to the extent reasonably necessary to advance the Transaction.

The Client acknowledges that the Firm's duty of confidentiality does not extend to information that (a) is or becomes publicly available through no fault of the Firm, (b) was already known to the Firm prior to this engagement from a source other than the Client, or (c) is independently developed by the Firm without use of the Client's confidential information. Nothing in this Section 9 shall be construed to limit or waive the protections of the attorney-client privilege.

10. Conflicts of Interest

The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the requirements of the New York Rules of Professional Conduct. Based on the information currently available to the Firm, we have not identified any conflicts of interest that would preclude us from undertaking this engagement.

The Client understands and acknowledges that the Firm's representation is limited to Briarwood Family Office LLC (and its Acquisition SPV, BFO 450 West 34th LLC) in connection with the Transaction described herein. The Firm's representation does not extend to any individual members, principals, managers, officers, affiliates, or related entities of the Client, unless expressly agreed in a separate writing signed by the Firm and such individual or entity.

The Client further acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm that represents a wide range of clients in diverse matters. The Firm may currently represent, or may in the future represent, other clients whose interests may be adverse to those of Briarwood in matters that are unrelated to this engagement and the Transaction. By executing this Engagement Letter, the Client consents to such representations, provided that they do not involve the specific subject matter of this engagement — namely, the acquisition of the Property. If a conflict of interest arises during the course of this engagement that cannot be resolved by the foregoing consent, the Firm will promptly notify the Client and discuss appropriate steps, which may include obtaining additional waivers or, if necessary, withdrawal from the engagement.

11. Document Retention

Upon the conclusion of this engagement, the Firm will retain the Client's files (including electronic files) in accordance with the Firm's document retention policy then in effect. The Firm will return original documents to the Client upon written request.

The Firm may destroy or dispose of the Client's files after a period of ten (10) years following the conclusion of the engagement, unless the Client instructs the Firm otherwise in writing prior to the expiration of such period. The Client is encouraged to request return of any original documents, critical closing binders, or other materials that the Client wishes to retain on a permanent basis promptly following the conclusion of the engagement.

12. Termination

Either the Firm or the Client may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Client will remain responsible for payment of all fees for services rendered and all disbursements and expenses incurred through the effective date of termination.

Upon termination of the engagement, the Firm will take reasonable steps to protect the Client's interests, including cooperating with successor counsel (if any) to facilitate an orderly transition of the matter. The Firm will promptly deliver to the Client or its successor counsel all files, documents, and other materials in the Firm's possession that belong to the Client, subject to the Firm's right to retain copies for its own files and any lien that the Firm may have on such materials for unpaid fees and disbursements. The Firm's right to terminate this engagement is subject to the requirements of applicable rules of professional conduct, including any obligation to seek leave of a tribunal before withdrawing from a matter in which the Firm has appeared as counsel of record.

13. Governing Law

This Engagement Letter and the relationship between the Firm and the Client arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of the Client shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York.

14. Limitation of Liability

To the fullest extent permitted by applicable law and the New York Rules of Professional Conduct, the Firm's aggregate liability to the Client for any and all claims, losses, damages, costs, or expenses arising from or related to this engagement, whether based on contract, tort, negligence, or any other theory of liability, shall not exceed the total amount of legal fees actually paid by the Client to the Firm in connection with this matter. This limitation of liability shall not apply to the extent that it is determined to be unenforceable under applicable law or rules of professional conduct.

15. No Guarantee of Outcome

While the Firm will devote its best professional efforts and bring its considerable experience to bear in representing Briarwood in connection with this Transaction, the Firm makes no guarantees, representations, or warranties regarding the outcome of the Transaction, the successful consummation of the Acquisition, or any particular result. The practice of law involves inherent uncertainties, and results depend on many factors that are beyond the Firm's control, including the conduct of the opposing party, the availability and terms of financing, conditions identified during due diligence, market conditions, and regulatory and governmental approvals.

16. Acceptance

If the foregoing terms and conditions are acceptable to the Client, please countersign this letter in the space provided below and return a fully executed copy to the undersigned. Your countersignature will confirm Briarwood Family Office LLC's agreement to the terms set forth in this Engagement Letter and will authorize the Firm to proceed with the engagement described herein.

We look forward to working with you and the Briarwood team on this Transaction. Please do not hesitate to contact me directly should you have any questions regarding this letter or any other aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Angela Fontaine

Title: Partner, Real Estate Practice Group

Date: ________

ACCEPTANCE AND AGREEMENT

The undersigned hereby acknowledges receipt of this Engagement Letter dated February 25, 2026, has read and understands the terms and conditions set forth herein, and agrees to be bound by such terms on behalf of Briarwood Family Office LLC.

ACCEPTED AND AGREED:

BRIARWOOD FAMILY OFFICE LLC

By: ________

Name: Theodore R. Ashworth

Title: Founder & Managing Principal

Date: ________

Enclosures: None

cc: Margaux Ashworth-Levine, Principal & Head of Real Estate Investments, Briarwood Family Office LLC cc: Douglas Fairchild, Partner, Calderwood & Harkness LLP cc: Cynthia Ho, Associate, Calderwood & Harkness LLP

Timekeeper Category	Hourly Rate
Partners	$1,350 per hour
Associates	$875 per hour
Paralegals and other professional staff	$350 to $500 per hour

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 38th Floor New York, New York 10006
February 25, 2026
Mr. Theodore R. Ashworth Founder & Managing Principal Briarwood Family Office LLC 680 Park Avenue, 9th Floor New York, New York 10065
Re: Engagement of Calderwood & Harkness LLP — Prospective Acquisition of 450 West 34th Street, New York, NY 10001 Our Matter No.: 1026-00003
Dear Mr. Ashworth:
1. Purpose and Confirmation of Engagement
Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Briarwood Family Office LLC, a Delaware limited liability company ("Briarwood" or the "Client"), in connection with the prospective acquisition described in Section 2 below. We are pleased that Briarwood has chosen to entrust this significant transaction to our Firm, and we look forward to working closely with you and your team throughout the process.
This letter (the "Engagement Letter") confirms the terms and conditions of our engagement and sets forth the understanding between the Firm and the Client with respect to the scope of our representation, the fees and billing arrangements applicable to this matter, and certain other matters relevant to our professional relationship. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us at your earliest convenience. Our engagement will be deemed effective as of the date of your countersignature, although the Firm may, at the Client's request, commence preliminary work on the matter prior to receipt of the countersigned copy, in which case the terms set forth herein shall apply retroactively to such preliminary work.
2. Description of the Matter
2.1 Transaction Overview
Briarwood is pursuing the acquisition (the "Acquisition" or the "Transaction") of the property located at 450 West 34th Street, New York, New York 10001, designated as Block 754, Lot 42 on the Tax Map of the Borough of Manhattan, City and County of New York (the "Property"). The Property consists of a fourteen (14)-story mixed-use building containing retail, office, and residential components, comprising approximately 186,400 gross square feet of built area. The Property is situated in the Hudson Yards vicinity and, based on information provided by the Client, is currently partially occupied under a combination of commercial and residential leases.
The seller of the Property is Meridian Gateway Holdings LLC, a New York limited liability company ("Meridian" or the "Seller"). The anticipated purchase price for the Property is One Hundred Twenty Million Dollars ($120,000,000.00) (the "Purchase Price"), subject to customary adjustments and prorations at closing as may be set forth in the purchase and sale agreement to be negotiated between the parties.
It is anticipated that Briarwood will form a single-purpose Delaware limited liability company, to be named BFO 450 West 34th LLC (the "Acquisition SPV"), to serve as the acquiring entity and to hold title to the Property following the consummation of the Transaction. The Acquisition SPV will be wholly owned, directly or indirectly, by Briarwood, and its organizational structure will be designed to satisfy customary single-purpose entity requirements that may be imposed by Briarwood's prospective lender.
2.2 Seller's Counsel
We understand that Meridian is represented in connection with the Transaction by the law firm of Hargrove, Pettigrew & Sloane LLP, located at 399 Park Avenue, 18th Floor, New York, New York 10022. Jonathan D. Hargrove, a partner at that firm, is serving as lead partner on behalf of the Seller. All substantive negotiations and communications with the Seller regarding the Transaction will be conducted through Seller's counsel, unless otherwise agreed by the parties.
3. Scope of Representation
3.1 Included Services
The Firm's representation of Briarwood (and its Acquisition SPV) in connection with the Transaction will encompass the following services:
(a) Letter of Intent (LOI) Phase. Drafting, reviewing, negotiating, and finalizing a non-binding letter of intent (the "LOI") between Briarwood (or its designee, the Acquisition SPV) and Meridian for the acquisition of the Property. This will include advising Briarwood on customary LOI provisions, including but not limited to exclusivity periods, deposit requirements, due diligence periods, and conditions precedent to execution of a definitive purchase and sale agreement.
(b) Preliminary Legal Due Diligence. Conducting and coordinating preliminary legal due diligence on the Property and the Transaction, including review and analysis of the following categories of materials and information, to the extent made available by the Seller or otherwise obtainable:
(i) title commitment, title exception documents, and survey, including identification of title defects, encumbrances, easements, restrictions, and other matters affecting title to the Property;
(ii) existing leases, subleases, license agreements, and occupancy agreements affecting the Property, including review of key lease terms, tenant rights, and landlord obligations;
(iii) zoning and land use compliance, including review of the Property's zoning designation, permitted uses, floor area ratio (FAR) calculations, certificate of occupancy, and any applicable special permits, variances, or restrictive declarations;
(iv) environmental reports, including Phase I and, if applicable, Phase II environmental site assessments, and any related correspondence with governmental authorities;
(v) violations and compliance searches with the New York City Department of Buildings, the New York City Environmental Control Board, the New York City Department of Housing Preservation and Development, and other relevant agencies;
(vi) property management agreements, service contracts, and other third-party agreements affecting the operation of the Property;
(vii) existing financing encumbering the Property, including existing mortgage documents, intercreditor agreements, and related loan documents;
(viii) entity-level diligence on the Seller, including review of Meridian's organizational documents, good standing, and authority to consummate the Transaction;
(ix) insurance coverage currently maintained with respect to the Property;
(x) real property tax matters, including review of current assessed values, tax bills, and any pending tax certiorari proceedings or assessment challenges; and
(xi) transfer tax and mortgage recording tax implications of the Transaction, including analysis of applicable New York State and New York City real property transfer taxes and, to the extent applicable, the potential availability of a CEMA structure to reduce or eliminate mortgage recording taxes.
(c) Entity Formation. Preparing the organizational documents necessary to form the Acquisition SPV, including the Certificate of Formation for filing with the Delaware Secretary of State and the Limited Liability Company Agreement of BFO 450 West 34th LLC. The Firm will also assist with obtaining an employer identification number (EIN) from the Internal Revenue Service for the Acquisition SPV and, if necessary, filing an Application for Authority (or equivalent qualification filing) with the New York Department of State to authorize the Acquisition SPV to transact business in the State of New York.
(d) Purchase and Sale Agreement (PSA). Drafting, reviewing, negotiating, and finalizing the purchase and sale agreement (the "PSA") between the Acquisition SPV (or such other entity as Briarwood may designate) and Meridian for the acquisition of the Property, together with all related ancillary documents and exhibits. The anticipated ancillary documents and exhibits include, without limitation, the following:
(i) form of bargain and sale deed with covenants against grantor's acts;
(ii) assignment and assumption of leases, contracts, and other agreements;
(iii) bill of sale for personal property;
(iv) FIRPTA non-foreign person affidavit/certificate pursuant to Section 1445 of the Internal Revenue Code;
(v) form of tenant estoppel certificate;
(vi) title affidavit (owner's affidavit in form required by the title insurer);
(vii) form of rent direction letter to tenants;
(viii) closing adjustments schedule; and
(ix) such other documents as are customary for a transaction of this nature or as may be required by the title insurer.
(e) Financing Coordination. Coordinating with Briarwood's prospective senior lender, Pinnacle Federal Savings Bank ("Pinnacle"), and any preferred equity or mezzanine capital sources (currently, Caliber Point Capital Partners LP ("Caliber Point") is under discussion as a potential source of preferred equity or mezzanine financing) with respect to the legal aspects of the acquisition financing. Such coordination will include, without limitation:
(i) reviewing and commenting on loan commitment letters and term sheets;
(ii) reviewing senior loan documents prepared by lender's counsel for consistency with the terms of the PSA and the Client's business understanding of the loan terms;
(iii) analyzing the feasibility of a CEMA (Consolidation, Extension, and Modification Agreement) structure in connection with the acquisition financing, including review of the existing mortgage held by Eastbridge Commercial Bank, N.A. (the "Existing Mortgage"), coordination with the Seller and the Seller's existing lender, and analysis of any title and legal issues arising from the proposed CEMA;
(iv) coordinating with counsel for Caliber Point (or any other preferred equity or mezzanine capital provider) regarding structural and documentary requirements; and
(v) ensuring that the closing of the acquisition financing is coordinated with and occurs simultaneously with the closing of the Acquisition.
For the avoidance of doubt, the scope of the Firm's services with respect to financing does not include negotiation or documentation of the substantive business terms of any financing arrangement, which the Client will negotiate directly with its capital sources; rather, the Firm's role will be limited to coordination with lender's counsel and review of financing documents for consistency with the PSA and the Client's interests in the Transaction.
(f) Closing. Preparing for and conducting the closing (the "Closing") of the Acquisition, including:
(i) preparation and review of all closing documents, including the deed, transfer tax returns (New York State Form TP-584, New York City Form RPT), mortgage recording documents (if applicable), and all other instruments required for the conveyance of title;
(ii) coordination of the funds flow, including preparation of a closing funds flow memorandum and liaison with the escrow agent (Prestige Escrow Services LLC) to ensure timely and accurate disbursement of funds;
(iii) coordination with the title insurer (Granite State Title Insurance Company) regarding satisfaction of title requirements, clearance of title exceptions, and issuance of the owner's title insurance policy (and, if applicable, the lender's title insurance policy);
(iv) attendance at the Closing, whether conducted in person or via escrow closing; and
(v) post-closing matters, including recording of the deed and any mortgages or other instruments with the Office of the City Register of the City of New York, filing of transfer tax returns, and delivery of post-closing deliverables to the Client.
3.2 Coordination with Third-Party Consultants
In connection with the Transaction, the Firm will coordinate, as appropriate and as directed by the Client, with the following third-party consultants and advisors that have been or will be engaged directly by the Client:
•  Granite State Title Insurance Company — title insurer; title officer: Martin Clearfield
•  Whitmore Environmental Sciences LLC — environmental consultant; lead contact: Dr. Samantha Reeves
•  Kensington Valuation Group Inc. — appraiser; lead contact: Robert Huang, MAI
•  Clearview Land Surveyors Inc. — surveyor
•  Lockhart & Pryor Insurance Advisors LLC — insurance broker; lead contact: Nadia Kowalski
•  Halcyon Planning Associates LLC — zoning and land use consultant; lead contact: Mark Espinoza, AICP
•  Edgemont Nash & Co. LLP — accountant and tax advisor; lead contact: Laura Siddiqui, CPA
•  Prestige Escrow Services LLC — escrow agent
The Firm's fees do not include fees, costs, or charges assessed by any of the foregoing third-party consultants or advisors, all of which are the direct financial responsibility of the Client. The Firm shall have no liability for the acts, omissions, opinions, or work product of such third-party consultants or advisors.
3.3 Excluded Services
This engagement does not cover, and the Firm's scope of representation expressly excludes, the following:
(a) representation of the Client or the Acquisition SPV in any litigation, arbitration, mediation, or other dispute resolution proceeding arising from or related to the Transaction or the Property, whether commenced before, during, or after the Closing;
(b) tax planning, tax structuring, or tax compliance advice in connection with the Transaction or the ownership and operation of the Property, all of which will be provided by the Client's accountant and tax advisor, Edgemont Nash & Co. LLP;
(c) negotiation or documentation of the substantive terms of any financing arrangement (whether senior debt, preferred equity, mezzanine debt, or otherwise) beyond the coordination and review activities described in Section 3.1(e) above;
(d) landlord-tenant disputes, summary proceedings, lease enforcement actions, or other tenant-related proceedings arising before or after the Closing;
(e) any ongoing property management, operational, or regulatory compliance matters relating to the Property following the Closing; and
(f) any matters unrelated to the acquisition of the Property as described in this Engagement Letter.
Any expansion of the scope of the Firm's representation beyond the services described in Section 3.1 will require a separate engagement letter or a written amendment to this Engagement Letter, executed by both the Firm and the Client.
4. Engagement Team
4.1 Responsible Partner
Angela Fontaine, a Partner in the Firm's Real Estate Practice Group, will serve as the responsible partner and primary point of contact for this matter. Ms. Fontaine will have overall supervisory responsibility for the engagement and will be the principal attorney responsible for strategic advice, key negotiations with Seller's counsel, and management of the engagement team. Ms. Fontaine can be reached directly at (212) 554-7200 or by email at afontaine@calderwoodharkness.com.
4.2 Billing Partner
Douglas Fairchild, a Partner in the Firm's Real Estate Practice Group, will serve as the billing partner for this matter. Mr. Fairchild will be responsible for reviewing and approving invoices before they are submitted to the Client. Mr. Fairchild may also contribute substantive legal services to the engagement, and any such time will be billed at his standard hourly rate as set forth in Section 6 below.
4.3 Associates.  Cynthia Ho, an Associate in the Firm's Real Estate Practice Group, will serve as the lead associate on this matter. Ms. Ho will be responsible for the day-to-day management of the due diligence process, initial drafting and review of transaction documents, and coordination with third-party consultants and opposing counsel on routine matters.
Grace Nakamura, an Associate in the Firm's Real Estate Practice Group, will serve as a working associate on the matter and will assist Ms. Ho with due diligence review, document preparation, and research as needed.
4.4 Additional Personnel
Additional attorneys, paralegals, or other professional staff may be assigned to the matter from time to time as the scope and demands of the engagement require. In particular, the Firm may assign paralegal support for title review, due diligence document management, and closing preparation. The Client will be informed of any material changes to the composition of the engagement team described above.
5. Client Contact Information
The Firm's primary client contacts for this matter will be the following individuals:
•  Theodore R. Ashworth, Founder & Managing Principal, Briarwood Family Office LLC, telephone: (212) 832-4500, email: tashworth@briarwoodfo.com
•  Margaux Ashworth-Levine, Principal & Head of Real Estate Investments, Briarwood Family Office LLC, telephone: (212) 832-4511, email: mashworthlevine@briarwoodfo.com
All significant communications, deliverables, draft documents, and strategy decisions relating to this engagement will be directed to and, where applicable, approved by the foregoing contacts. The Client may designate additional authorized contacts by written notice to the Firm. Unless and until such notice is received, the Firm will treat instructions received from either Mr. Ashworth or Ms. Ashworth-Levine as authorized instructions of the Client.
6. Fees and Billing Arrangements
6.1 Hourly Rates
Services rendered by the Firm in connection with this matter will be billed on an hourly basis at the Firm's standard rates, which are currently as follows:
Paralegal and other professional staff rates vary depending on seniority and experience. Time will be recorded in increments of one-tenth (0.1) of an hour.
The Firm's hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective as of January 1 of each calendar year. The Client will be notified in advance of any rate changes that would affect this engagement. Rate changes will apply to services rendered on or after the effective date of the change.
6.2 Fee Estimate
Based on our preliminary assessment of the scope of this engagement — encompassing LOI negotiation, preliminary legal due diligence, PSA drafting and negotiation, entity formation, financing coordination, and the Closing — we estimate that the Firm's total legal fees for this matter will be in the range of $275,000 to $350,000.
This estimate is provided solely for the Client's planning purposes and does not constitute a cap, ceiling, guaranteed maximum fee, or flat fee arrangement. The actual fees incurred will depend on a number of factors, many of which are beyond the Firm's control, including but not limited to: the complexity of the Transaction and the issues identified during due diligence; the extent and intensity of negotiation required with Seller's counsel; the number and nature of title exceptions and due diligence issues that must be resolved prior to Closing; the structure and complexity of the acquisition financing; and any changes in the scope of the engagement requested by the Client. We will endeavor to keep the Client informed of the status of fees incurred relative to this estimate and will promptly notify the Client if it appears that actual fees may materially exceed the estimated range.
6.3 Disbursements and Expenses
In addition to legal fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this matter. Such disbursements and expenses may include, without limitation, the following:
•  filing fees and recording fees (including fees payable to the Office of the City Register);
•  title search charges and related title company fees not included in the title insurance premium;
•  messenger and courier service charges;
•  travel expenses (if required);
•  document reproduction, printing, and binding costs;
•  overnight delivery and postage charges;
•  computerized legal research charges (e.g., Westmark Data Systems, Sundial Solutions);
•  charges for ACRIS (Automated City Register Information System) and other public records searches; and
•  similar costs and expenses customarily incurred in transactions of this nature.
Disbursements and expenses will be itemized on each monthly invoice and are payable on the same terms as legal fees.
6.4 Billing Cycle and Payment Terms
Invoices will be rendered on a monthly basis, generally within fifteen (15) days following the close of each calendar month, and are due and payable within thirty (30) days of the invoice date. Each invoice will include a reasonably detailed summary of services rendered during the billing period, identifying the timekeeper, the date on which services were performed, a description of the work performed, the number of hours worked, and the applicable hourly rate, together with an itemization of disbursements and expenses.
The Firm reserves the right to charge interest on unpaid balances at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less) on any amounts remaining unpaid more than sixty (60) days after the invoice date. The Client agrees that its obligation to pay fees and disbursements is not contingent upon the consummation of the Transaction.
7. Retainer
No retainer deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer deposit at any time if circumstances warrant, including but not limited to situations in which the Firm determines that a retainer deposit is appropriate in light of the scope or complexity of the engagement or the status of the Client's account. Any retainer deposit received will be held in the Firm's attorney trust account (IOLA account) and applied against future invoices, with any unused balance returned to the Client upon conclusion of the engagement.
8. Client Identification and Tax Information
For the Firm's records and in compliance with applicable regulatory requirements, we note the following information regarding the Client:
•  Client Full Legal Name: Briarwood Family Office LLC
•  Entity Type: Delaware limited liability company
•  Employer Identification Number (EIN): 83-2947156
•  Principal Office Address: 680 Park Avenue, 9th Floor, New York, New York 10065
The Client represents that the foregoing information is accurate and complete and agrees to notify the Firm promptly of any changes to such information.
9. Confidentiality
All information provided by the Client to the Firm in connection with this engagement will be treated as confidential in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and other applicable rules governing attorney-client privilege and the duty of confidentiality. The Firm will not disclose such information to any third party without the Client's prior written or oral consent, except as required by law or court order, or as necessary to carry out the representation contemplated by this Engagement Letter. By way of example and not limitation, the Client hereby authorizes the Firm to share confidential information, on a need-to-know basis, with Seller's counsel (Hargrove, Pettigrew & Sloane LLP), lender's counsel, the title company (Granite State Title Insurance Company), the escrow agent (Prestige Escrow Services LLC), and other transaction participants, in each case to the extent reasonably necessary to advance the Transaction.
The Client acknowledges that the Firm's duty of confidentiality does not extend to information that (a) is or becomes publicly available through no fault of the Firm, (b) was already known to the Firm prior to this engagement from a source other than the Client, or (c) is independently developed by the Firm without use of the Client's confidential information. Nothing in this Section 9 shall be construed to limit or waive the protections of the attorney-client privilege.
10. Conflicts of Interest
The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the requirements of the New York Rules of Professional Conduct. Based on the information currently available to the Firm, we have not identified any conflicts of interest that would preclude us from undertaking this engagement.
The Client understands and acknowledges that the Firm's representation is limited to Briarwood Family Office LLC (and its Acquisition SPV, BFO 450 West 34th LLC) in connection with the Transaction described herein. The Firm's representation does not extend to any individual members, principals, managers, officers, affiliates, or related entities of the Client, unless expressly agreed in a separate writing signed by the Firm and such individual or entity.
The Client further acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm that represents a wide range of clients in diverse matters. The Firm may currently represent, or may in the future represent, other clients whose interests may be adverse to those of Briarwood in matters that are unrelated to this engagement and the Transaction. By executing this Engagement Letter, the Client consents to such representations, provided that they do not involve the specific subject matter of this engagement — namely, the acquisition of the Property. If a conflict of interest arises during the course of this engagement that cannot be resolved by the foregoing consent, the Firm will promptly notify the Client and discuss appropriate steps, which may include obtaining additional waivers or, if necessary, withdrawal from the engagement.
11. Document Retention
Upon the conclusion of this engagement, the Firm will retain the Client's files (including electronic files) in accordance with the Firm's document retention policy then in effect. The Firm will return original documents to the Client upon written request.
The Firm may destroy or dispose of the Client's files after a period of ten (10) years following the conclusion of the engagement, unless the Client instructs the Firm otherwise in writing prior to the expiration of such period. The Client is encouraged to request return of any original documents, critical closing binders, or other materials that the Client wishes to retain on a permanent basis promptly following the conclusion of the engagement.
12. Termination
Either the Firm or the Client may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Client will remain responsible for payment of all fees for services rendered and all disbursements and expenses incurred through the effective date of termination.
Upon termination of the engagement, the Firm will take reasonable steps to protect the Client's interests, including cooperating with successor counsel (if any) to facilitate an orderly transition of the matter. The Firm will promptly deliver to the Client or its successor counsel all files, documents, and other materials in the Firm's possession that belong to the Client, subject to the Firm's right to retain copies for its own files and any lien that the Firm may have on such materials for unpaid fees and disbursements. The Firm's right to terminate this engagement is subject to the requirements of applicable rules of professional conduct, including any obligation to seek leave of a tribunal before withdrawing from a matter in which the Firm has appeared as counsel of record.
13. Governing Law
This Engagement Letter and the relationship between the Firm and the Client arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of the Client shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York.
14. Limitation of Liability
To the fullest extent permitted by applicable law and the New York Rules of Professional Conduct, the Firm's aggregate liability to the Client for any and all claims, losses, damages, costs, or expenses arising from or related to this engagement, whether based on contract, tort, negligence, or any other theory of liability, shall not exceed the total amount of legal fees actually paid by the Client to the Firm in connection with this matter. This limitation of liability shall not apply to the extent that it is determined to be unenforceable under applicable law or rules of professional conduct.
15. No Guarantee of Outcome
While the Firm will devote its best professional efforts and bring its considerable experience to bear in representing Briarwood in connection with this Transaction, the Firm makes no guarantees, representations, or warranties regarding the outcome of the Transaction, the successful consummation of the Acquisition, or any particular result. The practice of law involves inherent uncertainties, and results depend on many factors that are beyond the Firm's control, including the conduct of the opposing party, the availability and terms of financing, conditions identified during due diligence, market conditions, and regulatory and governmental approvals.
16. Acceptance
If the foregoing terms and conditions are acceptable to the Client, please countersign this letter in the space provided below and return a fully executed copy to the undersigned. Your countersignature will confirm Briarwood Family Office LLC's agreement to the terms set forth in this Engagement Letter and will authorize the Firm to proceed with the engagement described herein.
We look forward to working with you and the Briarwood team on this Transaction. Please do not hesitate to contact me directly should you have any questions regarding this letter or any other aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Angela Fontaine
Title: Partner, Real Estate Practice Group
Date: ________
ACCEPTANCE AND AGREEMENT
The undersigned hereby acknowledges receipt of this Engagement Letter dated February 25, 2026, has read and understands the terms and conditions set forth herein, and agrees to be bound by such terms on behalf of Briarwood Family Office LLC.
ACCEPTED AND AGREED:
BRIARWOOD FAMILY OFFICE LLC
By: ________
Name: Theodore R. Ashworth
Title: Founder & Managing Principal
Date: ________
Enclosures: None
cc: Margaux Ashworth-Levine, Principal & Head of Real Estate Investments, Briarwood Family Office LLC cc: Douglas Fairchild, Partner, Calderwood & Harkness LLP cc: Cynthia Ho, Associate, Calderwood & Harkness LLP
Timekeeper Category | Hourly Rate
Partners | $1,350 per hour
Associates | $875 per hour
Paralegals and other professional staff | $350 to $500 per hour

PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND AGREEMENT

ACCEPTED AND AGREED:

BRIARWOOD FAMILY OFFICE LLC

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