1026-00003 · Calderwood & Harkness LLP · LOI

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CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL

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

Telephone: (212) 555-7200 Facsimile: (212) 555-7201 www.calderwoodharkness.com

Angela Fontaine Responsible Partner, Real Estate Direct Dial: (212) 555-7244 afontaine@calderwoodharkness.com

Cynthia Ho Lead Associate, Real Estate Direct Dial: (212) 555-7309 cho@calderwoodharkness.com

Matter Number: 1026-00003

DRAFT — Target Execution Date: March 14, 2026

VIA ELECTRONIC MAIL AND HAND DELIVERY

Meridian Gateway Holdings LLC 1440 Broadway, Suite 2200 New York, New York 10018

Attention: Victor S. Papadopoulos, Managing Member

With a copy to:

Hargrove, Pettigrew & Sloane LLP 399 Park Avenue, 18th Floor New York, New York 10022

Attention: Jonathan D. Hargrove, Esq.

Re: Proposal for Acquisition of 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan)

Dear Mr. Papadopoulos:

This firm represents Briarwood Family Office LLC, a Delaware limited liability company ("Buyer" or "BFO"), with principal offices located at 680 Park Avenue, 9th Floor, New York, New York 10065. On behalf of Buyer, we are pleased to submit to Meridian Gateway Holdings LLC, a New York limited liability company ("Seller" or "Meridian"), this letter of intent (this "Letter" or "LOI") setting forth the principal terms and conditions pursuant to which Buyer, or a wholly owned designee anticipated to be BFO 450 West 34th LLC, a Delaware limited liability company to be formed (the "Designee"), proposes to acquire that certain real property and improvements commonly known as 450 West 34th Street, New York, New York 10001, and more particularly described below (the "Property").

This Letter is intended to serve as the basis for the negotiation and execution of a definitive Purchase and Sale Agreement (the "PSA") between Buyer and Seller. Except as expressly provided in Section 14 below (Binding Provisions), this Letter constitutes a non-binding letter of intent and is not intended to create, and shall not be construed to create, any legally binding obligation on the part of either party. The terms set forth herein are subject to the negotiation, execution, and delivery of a mutually acceptable PSA and all ancillary documents related thereto.

The principal terms and conditions of the proposed transaction are as follows:

1. The Property

The property that is the subject of this proposed transaction (collectively, the "Property") is located at 450 West 34th Street, New York, New York 10001, and is identified on the Tax Map of the City of New York, Borough of Manhattan, as Block 754, Lot 42.

The Property consists of a fourteen (14)-story mixed-use building, plus cellar level, containing approximately one hundred eighty-six thousand four hundred (186,400) gross square feet, more specifically comprised as follows:

(a) Retail Space (Floors 1–2): Approximately twenty-eight thousand six hundred (28,600) rentable square feet of ground-floor and second-floor retail space;

(b) Office Space (Floors 3–9): Approximately ninety-seven thousand three hundred (97,300) rentable square feet of commercial office space spanning the third through ninth floors;

(c) Residential Rental Units (Floors 10–14): Thirty-eight (38) residential rental apartments comprising approximately forty-two thousand five hundred (42,500) rentable square feet on the tenth through fourteenth floors; and

(d) Cellar Storage and Mechanical: Approximately eighteen thousand (18,000) square feet of below-grade space used for storage, building mechanical systems, and ancillary building operations.

The building was originally constructed in 1928 and underwent substantial renovation during the period from 2016 through 2020. The Property is situated within a C6-4 zoning district, as designated by the New York City Zoning Resolution.

As used in this Letter and as intended to be reflected in the PSA, the term "Property" shall include, without limitation: (i) the land (the "Land") underlying the improvements, together with all rights, privileges, and appurtenances pertaining thereto, including, without limitation, all of Seller's right, title, and interest in and to any streets, alleys, passages, and other rights-of-way or appurtenances adjacent to or used in connection with the Land; (ii) all buildings, structures, and other improvements situated on the Land (collectively, the "Improvements"); (iii) all easements, covenants, licenses, and other rights appurtenant to or benefiting the Land and Improvements; (iv) all development rights, air rights, and transferable development rights appurtenant to or benefiting the Property, including approximately fourteen thousand eight hundred fifty (14,850) square feet of unused development rights (the "Unused Development Rights"); (v) all fixtures, machinery, equipment, and other items of personal property owned by Seller and used in connection with the operation, repair, or maintenance of the Property; and (vi) all warranties, guaranties, permits, licenses, approvals, entitlements, and other intangible property rights relating to the Property.

2. Purchase Price

The gross purchase price for the Property shall be One Hundred Twenty Million Dollars ($120,000,000) (the "Purchase Price"), payable in immediately available funds at Closing, subject to customary prorations, adjustments, and credits as set forth in the PSA.

For reference purposes, the Purchase Price represents the following investment metrics, based upon information provided by Seller:

(a) A price per gross square foot (based on approximately 186,400 gross building area) of approximately $643.78 per square foot; and

(b) An implied capitalization rate of approximately 5.80%, based on Seller's reported annualized in-place net operating income of Six Million Nine Hundred Sixty Thousand Dollars ($6,960,000).

The parties acknowledge that the foregoing metrics are provided for informational purposes only and are based upon information furnished by Seller, which Buyer has not yet independently verified. The Purchase Price is not subject to adjustment based upon any change in the metrics set forth above, except to the extent that any material inaccuracy in the underlying information constitutes a breach of Seller's representations and warranties under the PSA.

3. Earnest Money Deposit

3.1 Initial Deposit

Within three (3) business days following the full execution and delivery of the PSA by both parties, Buyer shall deposit the sum of Six Million Dollars ($6,000,000) (the "Initial Deposit"), representing five percent (5%) of the Purchase Price, with Prestige Escrow Services LLC, located at 1 Penn Plaza, Suite 4500, New York, New York 10119, as escrow agent (the "Escrow Agent"), to be held in escrow pursuant to an escrow agreement in a form reasonably acceptable to both Buyer and Seller (the "Escrow Agreement"). The Initial Deposit shall be delivered by wire transfer of immediately available funds to an account designated by the Escrow Agent.

3.2 Additional Deposit

Provided that Buyer has not terminated this transaction during the Due Diligence Period (as defined in Section 5 below), Buyer shall deposit an additional sum of Three Million Dollars ($3,000,000) (the "Additional Deposit") with the Escrow Agent within one (1) business day following the expiration of the Due Diligence Period. Following the timely deposit of the Additional Deposit, the total amount held in escrow shall be Nine Million Dollars ($9,000,000) (the sum of the $6,000,000 Initial Deposit and the $3,000,000 Additional Deposit, collectively, the "Deposit").

3.3 Application of Deposits

All deposits held by the Escrow Agent shall be maintained in a federally insured, interest-bearing money market account or other account mutually agreed upon by the parties. All interest accrued on the Deposit shall be reported under Buyer's federal taxpayer identification number and shall be deemed part of the Deposit for all purposes. At Closing, the Deposit, together with all accrued interest thereon, shall be applied as a credit against the Purchase Price. In the event this transaction does not close, the disposition of the Deposit (including accrued interest) upon default by either party or termination of the PSA shall be governed by the terms and conditions of the PSA and the Escrow Agreement.

4. Buyer's Designee

Buyer reserves the right, at any time prior to Closing, to assign its rights and obligations under the PSA to a wholly owned single-purpose entity formed for the purpose of acquiring and holding title to the Property. Buyer anticipates that the Designee will be BFO 450 West 34th LLC, a Delaware limited liability company to be formed prior to Closing, of which Briarwood Family Office LLC shall be the sole member. Any such assignment to the Designee shall be effectuated by written notice to Seller and shall not require Seller's consent; provided, however, that no such assignment shall release or discharge Briarwood Family Office LLC from its obligations under the PSA, including, without limitation, its obligation to consummate the Closing and to pay the Purchase Price, unless Seller otherwise agrees in writing in the PSA or in a separate instrument delivered at or prior to Closing.

5. Due Diligence Period

Buyer shall have a period of forty-five (45) calendar days commencing on the date of full execution and delivery of the PSA (the "Due Diligence Period") to conduct its due diligence review and investigation of the Property. By way of illustration, if the PSA is fully executed and delivered on the target date of April 11, 2026, the Due Diligence Period would expire at 5:00 p.m. (Eastern Time) on May 26, 2026.

During the Due Diligence Period, Buyer shall have the right to conduct customary inspections, investigations, studies, and reviews of the Property and all related matters, including, without limitation, the following:

(a) Review and analysis of all tenant leases, lease amendments, lease guaranties, subleases, licenses, and other occupancy agreements affecting the Property, together with all current and historical rent rolls, accounts receivable aging reports, and arrears reports;

(b) Review and analysis of all operating statements, financial statements, budgets, and capital expenditure reports for the Property for the most recent three (3) full calendar years and the current year-to-date period;

(c) Title examination by Buyer's counsel, including review of all recorded instruments, liens, encumbrances, easements, covenants, restrictions, and other matters affecting title to the Property, and review and update of the existing ALTA survey;

(d) Physical inspection and engineering review of the Property, including structural, mechanical, electrical, plumbing, HVAC, elevator, life safety, fire protection, and building envelope systems;

(e) Environmental assessment, including an updated Phase I Environmental Site Assessment and, if warranted by the findings of such Phase I assessment, a Phase II investigation consisting of sampling, testing, and further evaluation of potential environmental conditions;

(f) Zoning and land use compliance review, including analysis of the Property's conformance with the applicable C6-4 zoning district regulations, nonconforming use and dimensional analysis (if applicable), and review of the status and availability of the Unused Development Rights;

(g) Review of all existing permits, certificates of occupancy (both temporary and permanent), open applications, notices of violation, and compliance history with the New York City Department of Buildings (DOB), the Environmental Control Board (ECB), the New York City Department of Housing Preservation and Development (HPD), and the Fire Department of the City of New York (FDNY);

(h) Review of the existing property management agreement between Seller and Atlas Urban Management Corp. (the "Property Manager"), including the terms of engagement, management fees, scope of services, and termination provisions;

(i) Review of all existing service contracts, maintenance agreements, vendor agreements, and equipment leases, including identification of those contracts that are terminable upon thirty (30) days' notice and those that will survive Closing;

(j) Review of real property tax records, assessment history, exemptions and abatements (if any), and the status of any pending or contemplated tax certiorari proceedings;

(k) Review of existing insurance coverage, including property, liability, umbrella, and rent-loss insurance policies, and analysis of current premiums and claims history;

(l) Review of existing financing documents, including the mortgage, promissory note, loan agreement, and related documents in favor of Eastbridge Commercial Bank, N.A. (the "Existing Mortgage"), for purposes of evaluating the CEMA opportunity described in Section 11 below and confirming the absence of any transfer restrictions or due-on-sale provisions that may affect the transaction;

(m) Review of Seller's organizational documents, including the operating agreement and certificate of formation of Meridian Gateway Holdings LLC, evidence of good standing, and documentation confirming Seller's authority to consummate the proposed transaction; and

(n) An independent appraisal of the Property by Buyer's appraiser, Kensington Valuation Group Inc.

Buyer may terminate this transaction for any reason or for no reason whatsoever at any time during the Due Diligence Period by delivering written notice of termination to Seller prior to the expiration thereof (the "Due Diligence Termination Notice"). Upon timely delivery of a Due Diligence Termination Notice, the Initial Deposit shall be promptly returned to Buyer by the Escrow Agent (within three (3) business days of receipt of such notice), and thereafter neither party shall have any further rights, obligations, or liabilities hereunder or under the PSA, except for those obligations that by their terms are intended to survive termination (including, without limitation, the confidentiality obligations set forth in Section 14.2 below and Buyer's indemnification obligations set forth in Section 6 below).

6. Access and Cooperation

Commencing upon the execution of this Letter and continuing through the Due Diligence Period and, thereafter, through the Closing or earlier termination of the PSA, Seller shall provide Buyer and its authorized representatives — including Buyer's counsel, Calderwood & Harkness LLP, and Buyer's consultants, engineers, environmental professionals, appraisers, surveyors, and other third-party advisors — with reasonable access to the Property for the purpose of conducting inspections, physical testing, surveys, and other investigative activities related to Buyer's due diligence review. Such access shall be provided upon reasonable prior written notice to Seller (which notice shall be not less than forty-eight (48) hours in advance of the requested access date), and shall be conducted during normal business hours unless otherwise agreed by the parties. All inspections shall be conducted in a manner that minimizes disruption to tenants and building operations.

Seller shall use commercially reasonable efforts to make available, and shall direct its Property Manager, Atlas Urban Management Corp., and its counsel, Hargrove, Pettigrew & Sloane LLP, to make available, all books, records, leases, tenant correspondence, financial statements, operating statements, capital expenditure records, service contracts, permits, certificates of occupancy, title documents, surveys, environmental reports, engineering reports, and all other documents and information relating to the Property as may be reasonably requested by Buyer or its representatives in connection with Buyer's due diligence review. Seller shall use commercially reasonable efforts to respond to Buyer's document requests within five (5) business days of receipt thereof.

As a condition to access, Buyer shall provide Seller with evidence of comprehensive general liability insurance maintained by Buyer or its consultants, naming Seller and the Property Manager as additional insureds, with coverage limits of not less than Two Million Dollars ($2,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate.

Buyer shall indemnify, defend, and hold harmless Seller and the Property Manager from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from physical damage to the Property caused by Buyer's inspections or the acts or omissions of Buyer or its representatives while on the Property; provided, however, that Buyer's indemnification obligation shall not extend to (i) any pre-existing conditions merely discovered (but not exacerbated) during such inspections, or (ii) any diminution in the value of the Property arising from the results of such inspections. Buyer's indemnification obligations under this Section 6 shall survive any termination of this Letter or the PSA.

7. Title and Survey

At Closing, Seller shall convey to Buyer (or its Designee) good and marketable fee simple title to the Property by delivery of a bargain and sale deed with covenant against grantor's acts (the "Deed"), duly executed, acknowledged, and in proper form for recording, free and clear of all liens, mortgages, pledges, security interests, encumbrances, claims, easements, restrictions, covenants, and other exceptions to title, other than the Permitted Exceptions (as defined below).

Buyer's obligation to proceed to Closing shall be expressly conditioned upon Buyer's receipt of an owner's title insurance policy (the "Title Policy") issued by Granite State Title Insurance Company (or another nationally recognized title insurance underwriter reasonably acceptable to Buyer), in the amount of the Purchase Price (One Hundred Twenty Million Dollars ($120,000,000)), with such endorsements as Buyer and its lender may reasonably require, insuring Buyer's (or its Designee's) fee simple interest in the Property, subject only to the Permitted Exceptions.

The following existing encumbrances must be discharged, released, or satisfied by Seller at or prior to Closing:

(a) The mortgage lien and related security interests in favor of Eastbridge Commercial Bank, N.A. (original principal amount of $41,100,000; estimated current payoff balance of approximately $28,700,000), including all related UCC-1 financing statements and assignments of leases and rents recorded in connection therewith; and

(b) Any and all other monetary liens, judgments, or encumbrances against the Property or against Seller that would constitute exceptions to Buyer's title.

The "Permitted Exceptions" shall include only the following:

(a) Applicable zoning ordinances, building codes, and governmental regulations affecting the Property that are not violated by the existing structures or current use of the Property;

(b) The Ashford Partners LLC easement for vault space recorded in the Office of the City Register of the City of New York (New York County) at Liber 4823, Page 112;

(c) Real estate taxes and assessments that are a lien but not yet due and payable as of the Closing Date, subject to proration as provided in Section 10 below; and

(d) Such other matters as Buyer shall expressly approve in writing during the Due Diligence Period or as otherwise agreed in the PSA.

Buyer acknowledges that there exists a current ALTA/NSPS Land Title Survey of the Property prepared by Clearview Land Surveyors Inc. dated March 2, 2011 (the "Existing Survey"). Buyer intends to commission an update to the Existing Survey at Buyer's sole cost and expense. Any survey defects, encroachments, gaps, gores, or other matters revealed by the updated survey shall be addressed in accordance with the title objection and cure procedures to be set forth in the PSA.

8. Tenant Leases and Estoppels

Seller represents that the Property is currently approximately 87.4% occupied, with occupancy rates by use type as follows: retail space — 100% occupied; office space — approximately 81.2% occupied; and residential rental units — approximately 94.7% occupied (36 of 38 units occupied). The current rent roll, which Seller represents to be true, correct, and complete in all material respects as of the date of this Letter, reflects the following major commercial tenancies:

Seller shall use commercially reasonable efforts to obtain and deliver to Buyer duly executed estoppel certificates (the "Tenant Estoppels") from each commercial tenant occupying more than five thousand (5,000) rentable square feet at the Property, substantially in the form to be attached as an exhibit to the PSA. The Tenant Estoppels shall be delivered to Buyer no later than five (5) business days prior to the scheduled Closing Date. The PSA shall set forth the consequences of Seller's failure to deliver the required Tenant Estoppels, including Buyer's right to accept a Seller estoppel in lieu thereof with respect to a limited number of tenants, as negotiated.

At Closing, Seller shall assign to Buyer, and Buyer shall assume, all tenant leases, subleases, licenses, and other occupancy agreements affecting the Property pursuant to an Assignment and Assumption of Leases and Security Deposits (the "Lease Assignment") in form reasonably acceptable to both parties.

From and after the date of full execution and delivery of the PSA, Seller shall not, without Buyer's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed): (i) enter into any new lease, sublease, license, or occupancy agreement affecting the Property; (ii) modify, amend, extend, or renew any existing lease or occupancy agreement; (iii) consent to or accept any early termination, surrender, or cancellation of any existing lease; or (iv) grant any rent concessions, free rent periods, tenant improvement allowances, or other material economic concessions to any tenant.

9. Representations and Warranties

The PSA shall contain customary and comprehensive representations and warranties of Seller with respect to the Property and the transaction, including, without limitation, representations and warranties as to the following matters:

(a) Organization and Authority. Meridian Gateway Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. Seller has full power and authority to execute and deliver the PSA and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the PSA and all related documents have been duly authorized by Victor S. Papadopoulos and Elena K. Rosenberg, as Managing Members of Seller, in accordance with Seller's operating agreement, and no further consent, approval, or authorization of any member, manager, or other person or entity is required.

(b) Litigation and Proceedings. There are no pending or, to Seller's knowledge, threatened actions, suits, arbitrations, claims, proceedings, or investigations (including condemnation or eminent domain proceedings) affecting the Property or Seller's ability to consummate the transactions contemplated by the PSA.

(c) Financial Information. The rent roll, operating statements, financial information, and other data provided by Seller to Buyer are true, correct, and complete in all material respects as of the dates specified therein, and Seller has not knowingly withheld any material information that would render such data misleading.

(d) Environmental Condition. To Seller's knowledge, the Property is not in violation of any applicable federal, state, or local environmental law, regulation, or order, and there are no hazardous materials located on, in, under, or emanating from the Property in violation of applicable law, subject to confirmation through Buyer's Phase I Environmental Site Assessment and any subsequent investigation.

(e) Compliance with Laws. To Seller's knowledge, the Property is in compliance with all applicable laws, ordinances, rules, regulations, codes, and governmental requirements, including, without limitation, the applicable C6-4 zoning district regulations, the New York City Building Code, the New York City Fire Code, and the Americans with Disabilities Act.

(f) No Options or Agreements. There are no outstanding agreements, options, rights of first refusal, rights of first offer, or other rights granted by Seller to any third party for the sale, transfer, or other disposition of the Property or any interest therein.

(g) FIRPTA. Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. At Closing, Seller shall deliver a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2), confirming that Meridian Gateway Holdings LLC (EIN: 27-6831044) is a domestic entity not subject to withholding under the Foreign Investment in Real Property Tax Act.

(h) Service Contracts and Management Agreement. Seller has provided or will provide to Buyer true, correct, and complete copies of all service contracts, maintenance agreements, vendor agreements, and the property management agreement with Atlas Urban Management Corp., and has disclosed all material terms thereof, including, without limitation, all union or labor agreements, if any, affecting the Property or any employees providing services to the Property.

(i) Real Property Tax Status. All real property taxes and assessments levied against the Property that are currently due and payable have been paid in full. There are no pending or contemplated tax certiorari proceedings or tax abatement applications with respect to the Property.

(j) Capital Improvements. Seller has provided or will provide accurate and complete information regarding all capital improvements made to the Property during the period from 2016 through 2020, which improvements totaled approximately Fourteen Million Two Hundred Thousand Dollars ($14,200,000), including a description of the scope of work, the contractors involved, and the availability of any warranties or guaranties associated therewith.

The survival period for Seller's representations and warranties following Closing shall be negotiated and agreed upon in the PSA.

10. Prorations and Adjustments

The PSA shall provide for customary prorations and adjustments between Buyer and Seller, calculated as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date. Prorations and adjustments shall include, without limitation, the following:

(a) Real Property Taxes. Real property taxes and assessments (current fiscal year 2025/2026 annual taxes are approximately Two Million Six Hundred Forty Thousand Dollars ($2,640,000)), prorated on the basis of the fiscal year in which the Closing occurs;

(b) Rents. All fixed rents, additional rents, percentage rents, and other charges payable by tenants under the tenant leases, including a mechanism for the treatment of prepaid rents and delinquent rents (with post-closing collections applied first to current amounts due and then to pre-closing arrears, as customarily negotiated);

(c) Security Deposits. All security deposits (and any accrued interest thereon) held by Seller or the Property Manager under the tenant leases, which shall be transferred to Buyer or credited against the Purchase Price at Closing;

(d) Utility Charges. Water, sewer, gas, electric, and other utility charges, to be prorated based on meter readings or, if unavailable, on the most recent billing period;

(e) Operating Expenses. Common area maintenance charges, building operating expenses, and other reimbursable charges;

(f) Management Fees. Property management fees payable to Atlas Urban Management Corp. under the existing property management agreement (currently set at 4.0% of effective gross income); and

(g) Insurance Premiums. Premiums for property and liability insurance policies, in the event that any such policies are assigned to Buyer at Closing.

A preliminary proration statement shall be prepared by Seller and delivered to Buyer not less than three (3) business days prior to Closing. A final proration statement shall be prepared and agreed upon by the parties within ninety (90) days following Closing, with a true-up payment to be made by the appropriate party within ten (10) business days of agreement on the final statement.

11. Transfer Taxes and Closing Costs

Closing costs and transfer taxes shall be allocated between the parties as follows:

Seller's Obligations:

(a) New York City Real Property Transfer Tax (RPTT) at the rate of 2.625% of the Purchase Price: $120,000,000 × 2.625% = $3,150,000;

(b) New York State Real Estate Transfer Tax at the rate of $2.00 per $500 of consideration (0.40%), plus the additional tax imposed on transfers of residential real property where the consideration exceeds $3,000,000 (commonly referred to as the "mansion tax on transfers"), at a combined effective rate of 0.65% of the Purchase Price: $120,000,000 × 0.65% = $780,000;

(d) Fees and disbursements of Seller's counsel, Hargrove, Pettigrew & Sloane LLP;

(e) All costs and expenses related to the payoff and discharge of the Existing Mortgage in favor of Eastbridge Commercial Bank, N.A., including prepayment penalties (if any), recording fees for satisfaction or discharge instruments, and related lender charges; and

(f) Costs of preparation of the Deed and all related transfer tax returns.

Buyer's Obligations:

(a) Mortgage recording tax on Buyer's acquisition financing, based on Buyer's anticipated loan amount of Seventy-Eight Million Dollars ($78,000,000) at the applicable rate of 2.80%: $78,000,000 × 2.80% = $2,184,000 (subject to potential reduction through a CEMA, as described below);

(b) Fees and disbursements of Buyer's counsel, Calderwood & Harkness LLP;

(d) Lender's fees, costs, and expenses, including commitment fees, underwriting fees, and legal fees of lender's counsel;

(e) Any applicable "mansion tax" or additional transfer tax imposed on the purchaser in connection with the residential component of the Property, to be analyzed by Buyer's counsel and tax advisors prior to Closing; and

(f) Recording fees for the Deed, mortgage, and other instruments to be recorded at Closing.

CEMA Opportunity:

The parties acknowledge and agree that there exists a potential opportunity to achieve significant mortgage recording tax savings through a Consolidation, Extension, and Modification Agreement ("CEMA") utilizing the Existing Mortgage held by Eastbridge Commercial Bank, N.A. (with an estimated current payoff balance of approximately Twenty-Eight Million Seven Hundred Thousand Dollars ($28,700,000)). In a CEMA transaction, the Existing Mortgage would be assigned (rather than satisfied) by Eastbridge Commercial Bank, N.A. to Buyer's lender, Pinnacle Federal Savings Bank, and consolidated with Buyer's new mortgage, thereby avoiding the imposition of mortgage recording tax on the portion of the new mortgage that does not exceed the unpaid principal balance of the Existing Mortgage.

If a CEMA is successfully consummated, the mortgage recording tax payable by Buyer would be reduced from approximately $2,184,000 to approximately $1,380,400 (calculated on the "new money" component only: ($78,000,000 − $28,700,000) × 2.80% = $49,300,000 × 2.80% = $1,380,400), yielding estimated tax savings of approximately $803,600.

Seller agrees to use commercially reasonable efforts to cooperate with Buyer in connection with a CEMA transaction, including, without limitation, facilitating the assignment of the Existing Mortgage by Eastbridge Commercial Bank, N.A. to Buyer's lender, Pinnacle Federal Savings Bank, and executing such documents and instruments as may be reasonably required in connection therewith; provided, however, that Seller shall not be required to incur any out-of-pocket costs or expenses in connection with the CEMA (or, if any such costs are incurred, Buyer shall promptly reimburse Seller therefor), and the consummation of a CEMA shall not be a condition to Buyer's obligation to close.

12. Conditions to Closing

Buyer's Conditions to Closing. Buyer's obligation to proceed to Closing shall be subject to the satisfaction (or written waiver by Buyer) of the following conditions precedent, among such other conditions as may be set forth in the PSA:

(a) The representations and warranties of Seller set forth in the PSA shall be true, correct, and complete in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date;

(b) Seller shall have performed and complied with all of its covenants, agreements, and obligations under the PSA required to be performed or complied with on or prior to the Closing Date;

(c) Buyer shall have received the Tenant Estoppels from the major commercial tenants as required by Section 8 above, confirming the material terms of the tenant leases and the absence of any defaults thereunder;

(d) Buyer shall have received a satisfactory commitment for the owner's Title Policy from Granite State Title Insurance Company (or another nationally recognized title insurer acceptable to Buyer), showing fee simple title vested in Buyer (or its Designee), subject only to the Permitted Exceptions;

(e) There shall have been no material adverse change in the physical condition, financial performance, tenancy, or legal status of the Property between the date of the PSA and the Closing Date, including, without limitation, no material casualty, condemnation, or taking affecting the Property;

(f) Buyer shall have obtained financing for the acquisition of the Property on terms and conditions acceptable to Buyer in its reasonable discretion (the duration, scope, and specific terms of any financing contingency shall be negotiated in the PSA); and

(g) All title defects (other than Permitted Exceptions) identified by Buyer during the Due Diligence Period shall have been removed, cured, or insured over to Buyer's reasonable satisfaction.

Seller's Conditions to Closing. Seller's obligation to proceed to Closing shall be subject to the satisfaction (or written waiver by Seller) of the following conditions precedent:

(a) Buyer shall have delivered the Purchase Price (less the Deposit and applicable prorations and credits) to Seller in immediately available funds at Closing; and

(b) Buyer shall have performed and complied with all of its covenants, agreements, and obligations under the PSA required to be performed or complied with on or prior to the Closing Date.

13. Closing

Target Closing Date. The Closing of the transaction contemplated hereby (the "Closing") shall take place on June 30, 2026 (the "Target Closing Date"), or such other date as may be mutually agreed upon by the parties in writing. The PSA shall provide for the right of either party to adjourn the Closing for a period not to exceed thirty (30) days, subject to such terms and conditions as may be negotiated.

Outside Closing Date. If the Closing has not occurred by July 31, 2026 (the "Outside Date"), either party may elect to terminate the PSA by written notice to the other party, provided that the terminating party is not then in default of its obligations under the PSA. The disposition of the Deposit upon termination after the Outside Date shall be governed by the terms of the PSA.

Closing Location. The Closing shall take place at the offices of Granite State Title Insurance Company, located at 140 Broadway, 22nd Floor, New York, New York 10005, or at such other location as the parties may mutually agree, or via a mail-away or escrow closing arrangement.

Closing Deliverables. At Closing, Seller shall deliver to Buyer, among other things, the following: (i) the Deed; (ii) the Lease Assignment; (iii) a bill of sale for all personal property included in the Property; (iv) the FIRPTA non-foreign person certificate; (v) a title affidavit and owner's undertaking in form required by the title insurer; (vi) tenant notice letters, duly executed by Seller, advising all tenants of the change in ownership and directing future rent payments to Buyer's designee; (vii) all required transfer tax returns (NYC RPT form, NYS TP-584, and combined real estate transfer tax return); (viii) a closing statement; and (ix) all other instruments, documents, and agreements customarily delivered by a seller in connection with the sale of a mixed-use commercial property in the City of New York. Buyer shall deliver to Seller, among other things: (i) the Purchase Price (less the Deposit and applicable adjustments); (ii) the Lease Assignment (as required for counterpart execution); (iii) transfer tax returns (as applicable); and (iv) such other instruments and documents as may be reasonably required.

14. Binding Provisions

Notwithstanding the non-binding nature of this Letter as set forth in the introductory paragraph above, the provisions of this Section 14, including Sections 14.1 through 14.4 below, shall be legally binding upon the parties and enforceable in accordance with their terms upon the execution and delivery of this Letter by both parties.

14.1 Exclusivity. From the date of execution of this Letter through the earlier of (a) sixty (60) calendar days following the date hereof and (b) the date of full execution and delivery of the PSA (such period, the "Exclusivity Period"), Seller agrees that it shall not, and shall cause its members, managers, officers, agents, brokers, employees, and representatives (including, without limitation, Hargrove, Pettigrew & Sloane LLP and any real estate broker engaged by Seller) not to, directly or indirectly: (i) solicit, initiate, or encourage inquiries or proposals from, or provide any information to, any third party regarding the sale, exchange, transfer, financing, recapitalization, joint venture, or other disposition of all or any portion of the Property; (ii) engage in, participate in, or continue any negotiations or discussions with any third party regarding any such transaction; or (iii) enter into any agreement, letter of intent, term sheet, memorandum of understanding, or similar instrument with any third party regarding any such transaction. Seller shall promptly notify Buyer of any unsolicited inquiry, offer, or proposal received by Seller from any third party during the Exclusivity Period.

If the PSA is not fully executed and delivered by both parties within the Exclusivity Period, the exclusivity obligation set forth in this Section 14.1 shall terminate automatically without further action by either party, and Seller shall thereafter be free to market the Property and negotiate with third parties without restriction.

14.2 Confidentiality. Each party agrees that the terms and conditions of this Letter, the existence and status of the negotiations contemplated hereby, and all information, documents, data, and materials received from the other party or its representatives in connection with the proposed transaction (collectively, "Confidential Information") shall be kept strictly confidential and shall not be disclosed to any third party without the prior written consent of the other party; provided, however, that each party may disclose Confidential Information to its members, managers, officers, employees, advisors, lenders, equity sources, accountants, and legal counsel who have a reasonable need to know such information in connection with the proposed transaction and who are bound by confidentiality obligations no less restrictive than those set forth herein, including, without limitation:

(a) In the case of Buyer: Pinnacle Federal Savings Bank and Caliber Point Capital Partners LP (as potential lenders or equity participants), Edgemont Nash & Co. LLP (as Buyer's accountant), and Calderwood & Harkness LLP (as Buyer's counsel); and

(b) In the case of Seller: Hargrove, Pettigrew & Sloane LLP (as Seller's counsel), and such other professional advisors as Seller may reasonably engage in connection with the proposed transaction.

Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the disclosing party shall, to the extent legally permissible, provide the other party with prompt written notice of such requirement prior to making any such disclosure and shall cooperate with the other party in seeking a protective order or other appropriate remedy.

The confidentiality obligations set forth in this Section 14.2 shall survive the termination or expiration of this Letter and the termination of negotiations between the parties for a period of two (2) years following such termination or expiration.

14.3 Governing Law and Jurisdiction

This Letter and any dispute, controversy, or claim arising out of or relating to this Letter, or the breach, termination, or validity thereof, shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction.

Each party hereby irrevocably submits to the exclusive jurisdiction of (a) the courts of the State of New York located in the County of New York and (b) the United States District Court for the Southern District of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Letter. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

14.4 Costs and Expenses

Each party shall bear its own costs and expenses (including, without limitation, legal fees, consulting fees, accounting fees, and other professional fees and disbursements) incurred in connection with the negotiation, preparation, review, and execution of this Letter and the PSA, whether or not the proposed transaction is consummated. Under no circumstances shall either party be liable to the other party for any costs or expenses incurred by the other party in connection with the proposed transaction, except as may be expressly provided in the PSA.

15. PSA Negotiation and Next Steps

The parties shall negotiate diligently and in good faith toward the execution and delivery of a mutually acceptable PSA incorporating the terms and conditions set forth herein, together with such additional terms and conditions as are customary for transactions of this type in the New York metropolitan area.

The target date for full execution and delivery of the PSA is April 11, 2026. To facilitate the efficient negotiation of the PSA, Buyer's counsel, Calderwood & Harkness LLP (Angela Fontaine, Partner, and Cynthia Ho, Associate), will prepare and circulate the initial draft of the PSA to Seller's counsel, Hargrove, Pettigrew & Sloane LLP (Jonathan D. Hargrove and Rebecca Tran), within fifteen (15) business days following the execution of this Letter.

Buyer intends to commence preliminary due diligence activities and engage its third-party consultants promptly following execution of this Letter. Buyer has identified the following consultants for engagement in connection with the due diligence process:

(a) Environmental: Whitmore Environmental Sciences LLC — to prepare an updated Phase I Environmental Site Assessment and, if warranted, a Phase II investigation;

(b) Appraisal: Kensington Valuation Group Inc. — to prepare an independent appraisal of the Property;

(c) Zoning and Land Use: Halcyon Planning Associates LLC — to conduct a comprehensive zoning and land use compliance review; and

(d) Survey: Clearview Land Surveyors Inc. — to update the Existing Survey to current ALTA/NSPS standards.

Buyer respectfully requests that Seller make available its due diligence materials promptly following execution of this Letter, including, without limitation, the items identified above in Section 5 and those items to be set forth in a comprehensive due diligence request list to be transmitted separately by Buyer's counsel. Buyer's counsel anticipates transmitting such due diligence request list within three (3) business days following the execution of this Letter.

16. Expiration

This Letter shall automatically expire and be of no further force or effect if it is not duly executed by Seller and returned to Buyer (or Buyer's counsel) on or before 5:00 p.m. (Eastern Time) on March 14, 2026. If this Letter expires without execution by Seller, neither party shall have any rights, obligations, or liabilities hereunder.

17. Counterparts

This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter by electronic mail in portable document format (PDF), or by any other electronic transmission method that provides a complete and legible copy thereof, shall be equally as effective as delivery of an originally executed counterpart. Electronic or PDF signatures shall be deemed original signatures for all purposes.

•

We are enthusiastic about this opportunity and believe that the proposed transaction represents a mutually beneficial arrangement for both parties. We look forward to working constructively with you and your counsel toward the execution of a definitive PSA and the successful closing of this transaction.

Please do not hesitate to contact the undersigned or Cynthia Ho at the numbers listed above should you have any questions or wish to discuss any aspect of this Letter.

[Signature Pages Follow]

If the foregoing terms are acceptable, please indicate Seller's acknowledgment and acceptance by executing this Letter in the space provided below and returning an executed counterpart to the undersigned on or before 5:00 p.m. (Eastern Time) on March 14, 2026.

Very truly yours,

CALDERWOOD & HARKNESS LLP

On behalf of:

BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company

By: ________

Name: Theodore R. Ashworth

Title: Founder & Managing Principal

Date: ________

ACKNOWLEDGED AND ACCEPTED:

MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company

By: ________

Name: Victor S. Papadopoulos

Title: Managing Member

Date: ________

cc: Angela Fontaine, Esq., Calderwood & Harkness LLP Cynthia Ho, Esq., Calderwood & Harkness LLP Margaux Ashworth-Levine, Briarwood Family Office LLC Jonathan D. Hargrove, Esq., Hargrove, Pettigrew & Sloane LLP

Tenant	Location	Approx. SF	Annual Base Rent	Lease Expiration
Harmon & Voss Retail Partners LLC	Ground Floor	14,200	$1,207,000	November 30, 2032
Solstice Wellness Studio Inc.	Lower Level & Floor 2	14,400	$938,000	March 31, 2029
Ridgepoint Consulting Group LLC	Floors 3–5	41,700	$2,293,500	August 31, 2030
Calderon Specialty Insurance Digital Media Corp.	Floors 6–7	27,800	$1,529,000	January 31, 2028
Miscellaneous Office Tenants	Floors 8–9	27,800	$1,530,000 (blended)	Various (2027–2029)
38 Residential Rental Units	Floors 10–14	42,500	$1,836,000	Various

CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL
CALDERWOOD & HARKNESS LLP Counselors at Law One Liberty Plaza, 38th Floor New York, New York 10006
Telephone: (212) 555-7200 Facsimile: (212) 555-7201 www.calderwoodharkness.com
Angela Fontaine Responsible Partner, Real Estate Direct Dial: (212) 555-7244 afontaine@calderwoodharkness.com
Cynthia Ho Lead Associate, Real Estate Direct Dial: (212) 555-7309 cho@calderwoodharkness.com
Matter Number: 1026-00003
DRAFT — Target Execution Date: March 14, 2026
VIA ELECTRONIC MAIL AND HAND DELIVERY
Meridian Gateway Holdings LLC 1440 Broadway, Suite 2200 New York, New York 10018
Attention: Victor S. Papadopoulos, Managing Member
With a copy to:
Hargrove, Pettigrew & Sloane LLP 399 Park Avenue, 18th Floor New York, New York 10022
Attention: Jonathan D. Hargrove, Esq.
Re: Proposal for Acquisition of 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan)
Dear Mr. Papadopoulos:
This firm represents Briarwood Family Office LLC, a Delaware limited liability company ("Buyer" or "BFO"), with principal offices located at 680 Park Avenue, 9th Floor, New York, New York 10065. On behalf of Buyer, we are pleased to submit to Meridian Gateway Holdings LLC, a New York limited liability company ("Seller" or "Meridian"), this letter of intent (this "Letter" or "LOI") setting forth the principal terms and conditions pursuant to which Buyer, or a wholly owned designee anticipated to be BFO 450 West 34th LLC, a Delaware limited liability company to be formed (the "Designee"), proposes to acquire that certain real property and improvements commonly known as 450 West 34th Street, New York, New York 10001, and more particularly described below (the "Property").
This Letter is intended to serve as the basis for the negotiation and execution of a definitive Purchase and Sale Agreement (the "PSA") between Buyer and Seller. Except as expressly provided in Section 14 below (Binding Provisions), this Letter constitutes a non-binding letter of intent and is not intended to create, and shall not be construed to create, any legally binding obligation on the part of either party. The terms set forth herein are subject to the negotiation, execution, and delivery of a mutually acceptable PSA and all ancillary documents related thereto.
The principal terms and conditions of the proposed transaction are as follows:
1. The Property
The property that is the subject of this proposed transaction (collectively, the "Property") is located at 450 West 34th Street, New York, New York 10001, and is identified on the Tax Map of the City of New York, Borough of Manhattan, as Block 754, Lot 42.
The Property consists of a fourteen (14)-story mixed-use building, plus cellar level, containing approximately one hundred eighty-six thousand four hundred (186,400) gross square feet, more specifically comprised as follows:
(a) Retail Space (Floors 1–2): Approximately twenty-eight thousand six hundred (28,600) rentable square feet of ground-floor and second-floor retail space;
(b) Office Space (Floors 3–9): Approximately ninety-seven thousand three hundred (97,300) rentable square feet of commercial office space spanning the third through ninth floors;
(c) Residential Rental Units (Floors 10–14): Thirty-eight (38) residential rental apartments comprising approximately forty-two thousand five hundred (42,500) rentable square feet on the tenth through fourteenth floors; and
(d) Cellar Storage and Mechanical: Approximately eighteen thousand (18,000) square feet of below-grade space used for storage, building mechanical systems, and ancillary building operations.
The building was originally constructed in 1928 and underwent substantial renovation during the period from 2016 through 2020. The Property is situated within a C6-4 zoning district, as designated by the New York City Zoning Resolution.
As used in this Letter and as intended to be reflected in the PSA, the term "Property" shall include, without limitation: (i) the land (the "Land") underlying the improvements, together with all rights, privileges, and appurtenances pertaining thereto, including, without limitation, all of Seller's right, title, and interest in and to any streets, alleys, passages, and other rights-of-way or appurtenances adjacent to or used in connection with the Land; (ii) all buildings, structures, and other improvements situated on the Land (collectively, the "Improvements"); (iii) all easements, covenants, licenses, and other rights appurtenant to or benefiting the Land and Improvements; (iv) all development rights, air rights, and transferable development rights appurtenant to or benefiting the Property, including approximately fourteen thousand eight hundred fifty (14,850) square feet of unused development rights (the "Unused Development Rights"); (v) all fixtures, machinery, equipment, and other items of personal property owned by Seller and used in connection with the operation, repair, or maintenance of the Property; and (vi) all warranties, guaranties, permits, licenses, approvals, entitlements, and other intangible property rights relating to the Property.
2. Purchase Price
The gross purchase price for the Property shall be One Hundred Twenty Million Dollars ($120,000,000) (the "Purchase Price"), payable in immediately available funds at Closing, subject to customary prorations, adjustments, and credits as set forth in the PSA.
For reference purposes, the Purchase Price represents the following investment metrics, based upon information provided by Seller:
(a) A price per gross square foot (based on approximately 186,400 gross building area) of approximately $643.78 per square foot; and
(b) An implied capitalization rate of approximately 5.80%, based on Seller's reported annualized in-place net operating income of Six Million Nine Hundred Sixty Thousand Dollars ($6,960,000).
The parties acknowledge that the foregoing metrics are provided for informational purposes only and are based upon information furnished by Seller, which Buyer has not yet independently verified. The Purchase Price is not subject to adjustment based upon any change in the metrics set forth above, except to the extent that any material inaccuracy in the underlying information constitutes a breach of Seller's representations and warranties under the PSA.
3. Earnest Money Deposit
3.1 Initial Deposit
Within three (3) business days following the full execution and delivery of the PSA by both parties, Buyer shall deposit the sum of Six Million Dollars ($6,000,000) (the "Initial Deposit"), representing five percent (5%) of the Purchase Price, with Prestige Escrow Services LLC, located at 1 Penn Plaza, Suite 4500, New York, New York 10119, as escrow agent (the "Escrow Agent"), to be held in escrow pursuant to an escrow agreement in a form reasonably acceptable to both Buyer and Seller (the "Escrow Agreement"). The Initial Deposit shall be delivered by wire transfer of immediately available funds to an account designated by the Escrow Agent.
3.2 Additional Deposit
Provided that Buyer has not terminated this transaction during the Due Diligence Period (as defined in Section 5 below), Buyer shall deposit an additional sum of Three Million Dollars ($3,000,000) (the "Additional Deposit") with the Escrow Agent within one (1) business day following the expiration of the Due Diligence Period. Following the timely deposit of the Additional Deposit, the total amount held in escrow shall be Nine Million Dollars ($9,000,000) (the sum of the $6,000,000 Initial Deposit and the $3,000,000 Additional Deposit, collectively, the "Deposit").
3.3 Application of Deposits
All deposits held by the Escrow Agent shall be maintained in a federally insured, interest-bearing money market account or other account mutually agreed upon by the parties. All interest accrued on the Deposit shall be reported under Buyer's federal taxpayer identification number and shall be deemed part of the Deposit for all purposes. At Closing, the Deposit, together with all accrued interest thereon, shall be applied as a credit against the Purchase Price. In the event this transaction does not close, the disposition of the Deposit (including accrued interest) upon default by either party or termination of the PSA shall be governed by the terms and conditions of the PSA and the Escrow Agreement.
4. Buyer's Designee
Buyer reserves the right, at any time prior to Closing, to assign its rights and obligations under the PSA to a wholly owned single-purpose entity formed for the purpose of acquiring and holding title to the Property. Buyer anticipates that the Designee will be BFO 450 West 34th LLC, a Delaware limited liability company to be formed prior to Closing, of which Briarwood Family Office LLC shall be the sole member. Any such assignment to the Designee shall be effectuated by written notice to Seller and shall not require Seller's consent; provided, however, that no such assignment shall release or discharge Briarwood Family Office LLC from its obligations under the PSA, including, without limitation, its obligation to consummate the Closing and to pay the Purchase Price, unless Seller otherwise agrees in writing in the PSA or in a separate instrument delivered at or prior to Closing.
5. Due Diligence Period
Buyer shall have a period of forty-five (45) calendar days commencing on the date of full execution and delivery of the PSA (the "Due Diligence Period") to conduct its due diligence review and investigation of the Property. By way of illustration, if the PSA is fully executed and delivered on the target date of April 11, 2026, the Due Diligence Period would expire at 5:00 p.m. (Eastern Time) on May 26, 2026.
During the Due Diligence Period, Buyer shall have the right to conduct customary inspections, investigations, studies, and reviews of the Property and all related matters, including, without limitation, the following:
(a) Review and analysis of all tenant leases, lease amendments, lease guaranties, subleases, licenses, and other occupancy agreements affecting the Property, together with all current and historical rent rolls, accounts receivable aging reports, and arrears reports;
(b) Review and analysis of all operating statements, financial statements, budgets, and capital expenditure reports for the Property for the most recent three (3) full calendar years and the current year-to-date period;
(c) Title examination by Buyer's counsel, including review of all recorded instruments, liens, encumbrances, easements, covenants, restrictions, and other matters affecting title to the Property, and review and update of the existing ALTA survey;
(d) Physical inspection and engineering review of the Property, including structural, mechanical, electrical, plumbing, HVAC, elevator, life safety, fire protection, and building envelope systems;
(e) Environmental assessment, including an updated Phase I Environmental Site Assessment and, if warranted by the findings of such Phase I assessment, a Phase II investigation consisting of sampling, testing, and further evaluation of potential environmental conditions;
(f) Zoning and land use compliance review, including analysis of the Property's conformance with the applicable C6-4 zoning district regulations, nonconforming use and dimensional analysis (if applicable), and review of the status and availability of the Unused Development Rights;
(g) Review of all existing permits, certificates of occupancy (both temporary and permanent), open applications, notices of violation, and compliance history with the New York City Department of Buildings (DOB), the Environmental Control Board (ECB), the New York City Department of Housing Preservation and Development (HPD), and the Fire Department of the City of New York (FDNY);
(h) Review of the existing property management agreement between Seller and Atlas Urban Management Corp. (the "Property Manager"), including the terms of engagement, management fees, scope of services, and termination provisions;
(i) Review of all existing service contracts, maintenance agreements, vendor agreements, and equipment leases, including identification of those contracts that are terminable upon thirty (30) days' notice and those that will survive Closing;
(j) Review of real property tax records, assessment history, exemptions and abatements (if any), and the status of any pending or contemplated tax certiorari proceedings;
(k) Review of existing insurance coverage, including property, liability, umbrella, and rent-loss insurance policies, and analysis of current premiums and claims history;
(l) Review of existing financing documents, including the mortgage, promissory note, loan agreement, and related documents in favor of Eastbridge Commercial Bank, N.A. (the "Existing Mortgage"), for purposes of evaluating the CEMA opportunity described in Section 11 below and confirming the absence of any transfer restrictions or due-on-sale provisions that may affect the transaction;
(m) Review of Seller's organizational documents, including the operating agreement and certificate of formation of Meridian Gateway Holdings LLC, evidence of good standing, and documentation confirming Seller's authority to consummate the proposed transaction; and
(n) An independent appraisal of the Property by Buyer's appraiser, Kensington Valuation Group Inc.
Buyer may terminate this transaction for any reason or for no reason whatsoever at any time during the Due Diligence Period by delivering written notice of termination to Seller prior to the expiration thereof (the "Due Diligence Termination Notice"). Upon timely delivery of a Due Diligence Termination Notice, the Initial Deposit shall be promptly returned to Buyer by the Escrow Agent (within three (3) business days of receipt of such notice), and thereafter neither party shall have any further rights, obligations, or liabilities hereunder or under the PSA, except for those obligations that by their terms are intended to survive termination (including, without limitation, the confidentiality obligations set forth in Section 14.2 below and Buyer's indemnification obligations set forth in Section 6 below).
6. Access and Cooperation
Commencing upon the execution of this Letter and continuing through the Due Diligence Period and, thereafter, through the Closing or earlier termination of the PSA, Seller shall provide Buyer and its authorized representatives — including Buyer's counsel, Calderwood & Harkness LLP, and Buyer's consultants, engineers, environmental professionals, appraisers, surveyors, and other third-party advisors — with reasonable access to the Property for the purpose of conducting inspections, physical testing, surveys, and other investigative activities related to Buyer's due diligence review. Such access shall be provided upon reasonable prior written notice to Seller (which notice shall be not less than forty-eight (48) hours in advance of the requested access date), and shall be conducted during normal business hours unless otherwise agreed by the parties. All inspections shall be conducted in a manner that minimizes disruption to tenants and building operations.
Seller shall use commercially reasonable efforts to make available, and shall direct its Property Manager, Atlas Urban Management Corp., and its counsel, Hargrove, Pettigrew & Sloane LLP, to make available, all books, records, leases, tenant correspondence, financial statements, operating statements, capital expenditure records, service contracts, permits, certificates of occupancy, title documents, surveys, environmental reports, engineering reports, and all other documents and information relating to the Property as may be reasonably requested by Buyer or its representatives in connection with Buyer's due diligence review. Seller shall use commercially reasonable efforts to respond to Buyer's document requests within five (5) business days of receipt thereof.
As a condition to access, Buyer shall provide Seller with evidence of comprehensive general liability insurance maintained by Buyer or its consultants, naming Seller and the Property Manager as additional insureds, with coverage limits of not less than Two Million Dollars ($2,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate.
Buyer shall indemnify, defend, and hold harmless Seller and the Property Manager from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from physical damage to the Property caused by Buyer's inspections or the acts or omissions of Buyer or its representatives while on the Property; provided, however, that Buyer's indemnification obligation shall not extend to (i) any pre-existing conditions merely discovered (but not exacerbated) during such inspections, or (ii) any diminution in the value of the Property arising from the results of such inspections. Buyer's indemnification obligations under this Section 6 shall survive any termination of this Letter or the PSA.
7. Title and Survey
At Closing, Seller shall convey to Buyer (or its Designee) good and marketable fee simple title to the Property by delivery of a bargain and sale deed with covenant against grantor's acts (the "Deed"), duly executed, acknowledged, and in proper form for recording, free and clear of all liens, mortgages, pledges, security interests, encumbrances, claims, easements, restrictions, covenants, and other exceptions to title, other than the Permitted Exceptions (as defined below).
Buyer's obligation to proceed to Closing shall be expressly conditioned upon Buyer's receipt of an owner's title insurance policy (the "Title Policy") issued by Granite State Title Insurance Company (or another nationally recognized title insurance underwriter reasonably acceptable to Buyer), in the amount of the Purchase Price (One Hundred Twenty Million Dollars ($120,000,000)), with such endorsements as Buyer and its lender may reasonably require, insuring Buyer's (or its Designee's) fee simple interest in the Property, subject only to the Permitted Exceptions.
The following existing encumbrances must be discharged, released, or satisfied by Seller at or prior to Closing:
(a) The mortgage lien and related security interests in favor of Eastbridge Commercial Bank, N.A. (original principal amount of $41,100,000; estimated current payoff balance of approximately $28,700,000), including all related UCC-1 financing statements and assignments of leases and rents recorded in connection therewith; and
(b) Any and all other monetary liens, judgments, or encumbrances against the Property or against Seller that would constitute exceptions to Buyer's title.
The "Permitted Exceptions" shall include only the following:
(a) Applicable zoning ordinances, building codes, and governmental regulations affecting the Property that are not violated by the existing structures or current use of the Property;
(b) The Ashford Partners LLC easement for vault space recorded in the Office of the City Register of the City of New York (New York County) at Liber 4823, Page 112;
(c) Real estate taxes and assessments that are a lien but not yet due and payable as of the Closing Date, subject to proration as provided in Section 10 below; and
(d) Such other matters as Buyer shall expressly approve in writing during the Due Diligence Period or as otherwise agreed in the PSA.
Buyer acknowledges that there exists a current ALTA/NSPS Land Title Survey of the Property prepared by Clearview Land Surveyors Inc. dated March 2, 2011 (the "Existing Survey"). Buyer intends to commission an update to the Existing Survey at Buyer's sole cost and expense. Any survey defects, encroachments, gaps, gores, or other matters revealed by the updated survey shall be addressed in accordance with the title objection and cure procedures to be set forth in the PSA.
8. Tenant Leases and Estoppels
Seller represents that the Property is currently approximately 87.4% occupied, with occupancy rates by use type as follows: retail space — 100% occupied; office space — approximately 81.2% occupied; and residential rental units — approximately 94.7% occupied (36 of 38 units occupied). The current rent roll, which Seller represents to be true, correct, and complete in all material respects as of the date of this Letter, reflects the following major commercial tenancies:
Seller shall use commercially reasonable efforts to obtain and deliver to Buyer duly executed estoppel certificates (the "Tenant Estoppels") from each commercial tenant occupying more than five thousand (5,000) rentable square feet at the Property, substantially in the form to be attached as an exhibit to the PSA. The Tenant Estoppels shall be delivered to Buyer no later than five (5) business days prior to the scheduled Closing Date. The PSA shall set forth the consequences of Seller's failure to deliver the required Tenant Estoppels, including Buyer's right to accept a Seller estoppel in lieu thereof with respect to a limited number of tenants, as negotiated.
At Closing, Seller shall assign to Buyer, and Buyer shall assume, all tenant leases, subleases, licenses, and other occupancy agreements affecting the Property pursuant to an Assignment and Assumption of Leases and Security Deposits (the "Lease Assignment") in form reasonably acceptable to both parties.
From and after the date of full execution and delivery of the PSA, Seller shall not, without Buyer's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed): (i) enter into any new lease, sublease, license, or occupancy agreement affecting the Property; (ii) modify, amend, extend, or renew any existing lease or occupancy agreement; (iii) consent to or accept any early termination, surrender, or cancellation of any existing lease; or (iv) grant any rent concessions, free rent periods, tenant improvement allowances, or other material economic concessions to any tenant.
9. Representations and Warranties
The PSA shall contain customary and comprehensive representations and warranties of Seller with respect to the Property and the transaction, including, without limitation, representations and warranties as to the following matters:
(a) Organization and Authority. Meridian Gateway Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. Seller has full power and authority to execute and deliver the PSA and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the PSA and all related documents have been duly authorized by Victor S. Papadopoulos and Elena K. Rosenberg, as Managing Members of Seller, in accordance with Seller's operating agreement, and no further consent, approval, or authorization of any member, manager, or other person or entity is required.
(b) Litigation and Proceedings. There are no pending or, to Seller's knowledge, threatened actions, suits, arbitrations, claims, proceedings, or investigations (including condemnation or eminent domain proceedings) affecting the Property or Seller's ability to consummate the transactions contemplated by the PSA.
(c) Financial Information. The rent roll, operating statements, financial information, and other data provided by Seller to Buyer are true, correct, and complete in all material respects as of the dates specified therein, and Seller has not knowingly withheld any material information that would render such data misleading.
(d) Environmental Condition. To Seller's knowledge, the Property is not in violation of any applicable federal, state, or local environmental law, regulation, or order, and there are no hazardous materials located on, in, under, or emanating from the Property in violation of applicable law, subject to confirmation through Buyer's Phase I Environmental Site Assessment and any subsequent investigation.
(e) Compliance with Laws. To Seller's knowledge, the Property is in compliance with all applicable laws, ordinances, rules, regulations, codes, and governmental requirements, including, without limitation, the applicable C6-4 zoning district regulations, the New York City Building Code, the New York City Fire Code, and the Americans with Disabilities Act.
(f) No Options or Agreements. There are no outstanding agreements, options, rights of first refusal, rights of first offer, or other rights granted by Seller to any third party for the sale, transfer, or other disposition of the Property or any interest therein.
(g) FIRPTA. Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. At Closing, Seller shall deliver a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2), confirming that Meridian Gateway Holdings LLC (EIN: 27-6831044) is a domestic entity not subject to withholding under the Foreign Investment in Real Property Tax Act.
(h) Service Contracts and Management Agreement. Seller has provided or will provide to Buyer true, correct, and complete copies of all service contracts, maintenance agreements, vendor agreements, and the property management agreement with Atlas Urban Management Corp., and has disclosed all material terms thereof, including, without limitation, all union or labor agreements, if any, affecting the Property or any employees providing services to the Property.
(i) Real Property Tax Status. All real property taxes and assessments levied against the Property that are currently due and payable have been paid in full. There are no pending or contemplated tax certiorari proceedings or tax abatement applications with respect to the Property.
(j) Capital Improvements. Seller has provided or will provide accurate and complete information regarding all capital improvements made to the Property during the period from 2016 through 2020, which improvements totaled approximately Fourteen Million Two Hundred Thousand Dollars ($14,200,000), including a description of the scope of work, the contractors involved, and the availability of any warranties or guaranties associated therewith.
The survival period for Seller's representations and warranties following Closing shall be negotiated and agreed upon in the PSA.
10. Prorations and Adjustments
The PSA shall provide for customary prorations and adjustments between Buyer and Seller, calculated as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date. Prorations and adjustments shall include, without limitation, the following:
(a) Real Property Taxes. Real property taxes and assessments (current fiscal year 2025/2026 annual taxes are approximately Two Million Six Hundred Forty Thousand Dollars ($2,640,000)), prorated on the basis of the fiscal year in which the Closing occurs;
(b) Rents. All fixed rents, additional rents, percentage rents, and other charges payable by tenants under the tenant leases, including a mechanism for the treatment of prepaid rents and delinquent rents (with post-closing collections applied first to current amounts due and then to pre-closing arrears, as customarily negotiated);
(c) Security Deposits. All security deposits (and any accrued interest thereon) held by Seller or the Property Manager under the tenant leases, which shall be transferred to Buyer or credited against the Purchase Price at Closing;
(d) Utility Charges. Water, sewer, gas, electric, and other utility charges, to be prorated based on meter readings or, if unavailable, on the most recent billing period;
(e) Operating Expenses. Common area maintenance charges, building operating expenses, and other reimbursable charges;
(f) Management Fees. Property management fees payable to Atlas Urban Management Corp. under the existing property management agreement (currently set at 4.0% of effective gross income); and
(g) Insurance Premiums. Premiums for property and liability insurance policies, in the event that any such policies are assigned to Buyer at Closing.
A preliminary proration statement shall be prepared by Seller and delivered to Buyer not less than three (3) business days prior to Closing. A final proration statement shall be prepared and agreed upon by the parties within ninety (90) days following Closing, with a true-up payment to be made by the appropriate party within ten (10) business days of agreement on the final statement.
11. Transfer Taxes and Closing Costs
Closing costs and transfer taxes shall be allocated between the parties as follows:
Seller's Obligations:
(a) New York City Real Property Transfer Tax (RPTT) at the rate of 2.625% of the Purchase Price: $120,000,000 × 2.625% = $3,150,000;
(b) New York State Real Estate Transfer Tax at the rate of $2.00 per $500 of consideration (0.40%), plus the additional tax imposed on transfers of residential real property where the consideration exceeds $3,000,000 (commonly referred to as the "mansion tax on transfers"), at a combined effective rate of 0.65% of the Purchase Price: $120,000,000 × 0.65% = $780,000;
(c) Total estimated transfer taxes payable by Seller: $3,930,000;
(d) Fees and disbursements of Seller's counsel, Hargrove, Pettigrew & Sloane LLP;
(e) All costs and expenses related to the payoff and discharge of the Existing Mortgage in favor of Eastbridge Commercial Bank, N.A., including prepayment penalties (if any), recording fees for satisfaction or discharge instruments, and related lender charges; and
(f) Costs of preparation of the Deed and all related transfer tax returns.
Buyer's Obligations:
(a) Mortgage recording tax on Buyer's acquisition financing, based on Buyer's anticipated loan amount of Seventy-Eight Million Dollars ($78,000,000) at the applicable rate of 2.80%: $78,000,000 × 2.80% = $2,184,000 (subject to potential reduction through a CEMA, as described below);
(b) Fees and disbursements of Buyer's counsel, Calderwood & Harkness LLP;
(c) Title insurance premiums for the owner's policy and lender's policy, title search charges, and survey update costs;
(d) Lender's fees, costs, and expenses, including commitment fees, underwriting fees, and legal fees of lender's counsel;
(e) Any applicable "mansion tax" or additional transfer tax imposed on the purchaser in connection with the residential component of the Property, to be analyzed by Buyer's counsel and tax advisors prior to Closing; and
(f) Recording fees for the Deed, mortgage, and other instruments to be recorded at Closing.
CEMA Opportunity:
The parties acknowledge and agree that there exists a potential opportunity to achieve significant mortgage recording tax savings through a Consolidation, Extension, and Modification Agreement ("CEMA") utilizing the Existing Mortgage held by Eastbridge Commercial Bank, N.A. (with an estimated current payoff balance of approximately Twenty-Eight Million Seven Hundred Thousand Dollars ($28,700,000)). In a CEMA transaction, the Existing Mortgage would be assigned (rather than satisfied) by Eastbridge Commercial Bank, N.A. to Buyer's lender, Pinnacle Federal Savings Bank, and consolidated with Buyer's new mortgage, thereby avoiding the imposition of mortgage recording tax on the portion of the new mortgage that does not exceed the unpaid principal balance of the Existing Mortgage.
If a CEMA is successfully consummated, the mortgage recording tax payable by Buyer would be reduced from approximately $2,184,000 to approximately $1,380,400 (calculated on the "new money" component only: ($78,000,000 − $28,700,000) × 2.80% = $49,300,000 × 2.80% = $1,380,400), yielding estimated tax savings of approximately $803,600.
Seller agrees to use commercially reasonable efforts to cooperate with Buyer in connection with a CEMA transaction, including, without limitation, facilitating the assignment of the Existing Mortgage by Eastbridge Commercial Bank, N.A. to Buyer's lender, Pinnacle Federal Savings Bank, and executing such documents and instruments as may be reasonably required in connection therewith; provided, however, that Seller shall not be required to incur any out-of-pocket costs or expenses in connection with the CEMA (or, if any such costs are incurred, Buyer shall promptly reimburse Seller therefor), and the consummation of a CEMA shall not be a condition to Buyer's obligation to close.
12. Conditions to Closing
Buyer's Conditions to Closing. Buyer's obligation to proceed to Closing shall be subject to the satisfaction (or written waiver by Buyer) of the following conditions precedent, among such other conditions as may be set forth in the PSA:
(a) The representations and warranties of Seller set forth in the PSA shall be true, correct, and complete in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
(b) Seller shall have performed and complied with all of its covenants, agreements, and obligations under the PSA required to be performed or complied with on or prior to the Closing Date;
(c) Buyer shall have received the Tenant Estoppels from the major commercial tenants as required by Section 8 above, confirming the material terms of the tenant leases and the absence of any defaults thereunder;
(d) Buyer shall have received a satisfactory commitment for the owner's Title Policy from Granite State Title Insurance Company (or another nationally recognized title insurer acceptable to Buyer), showing fee simple title vested in Buyer (or its Designee), subject only to the Permitted Exceptions;
(e) There shall have been no material adverse change in the physical condition, financial performance, tenancy, or legal status of the Property between the date of the PSA and the Closing Date, including, without limitation, no material casualty, condemnation, or taking affecting the Property;
(f) Buyer shall have obtained financing for the acquisition of the Property on terms and conditions acceptable to Buyer in its reasonable discretion (the duration, scope, and specific terms of any financing contingency shall be negotiated in the PSA); and
(g) All title defects (other than Permitted Exceptions) identified by Buyer during the Due Diligence Period shall have been removed, cured, or insured over to Buyer's reasonable satisfaction.
Seller's Conditions to Closing. Seller's obligation to proceed to Closing shall be subject to the satisfaction (or written waiver by Seller) of the following conditions precedent:
(a) Buyer shall have delivered the Purchase Price (less the Deposit and applicable prorations and credits) to Seller in immediately available funds at Closing; and
(b) Buyer shall have performed and complied with all of its covenants, agreements, and obligations under the PSA required to be performed or complied with on or prior to the Closing Date.
13. Closing
Target Closing Date. The Closing of the transaction contemplated hereby (the "Closing") shall take place on June 30, 2026 (the "Target Closing Date"), or such other date as may be mutually agreed upon by the parties in writing. The PSA shall provide for the right of either party to adjourn the Closing for a period not to exceed thirty (30) days, subject to such terms and conditions as may be negotiated.
Outside Closing Date. If the Closing has not occurred by July 31, 2026 (the "Outside Date"), either party may elect to terminate the PSA by written notice to the other party, provided that the terminating party is not then in default of its obligations under the PSA. The disposition of the Deposit upon termination after the Outside Date shall be governed by the terms of the PSA.
Closing Location. The Closing shall take place at the offices of Granite State Title Insurance Company, located at 140 Broadway, 22nd Floor, New York, New York 10005, or at such other location as the parties may mutually agree, or via a mail-away or escrow closing arrangement.
Closing Deliverables. At Closing, Seller shall deliver to Buyer, among other things, the following: (i) the Deed; (ii) the Lease Assignment; (iii) a bill of sale for all personal property included in the Property; (iv) the FIRPTA non-foreign person certificate; (v) a title affidavit and owner's undertaking in form required by the title insurer; (vi) tenant notice letters, duly executed by Seller, advising all tenants of the change in ownership and directing future rent payments to Buyer's designee; (vii) all required transfer tax returns (NYC RPT form, NYS TP-584, and combined real estate transfer tax return); (viii) a closing statement; and (ix) all other instruments, documents, and agreements customarily delivered by a seller in connection with the sale of a mixed-use commercial property in the City of New York. Buyer shall deliver to Seller, among other things: (i) the Purchase Price (less the Deposit and applicable adjustments); (ii) the Lease Assignment (as required for counterpart execution); (iii) transfer tax returns (as applicable); and (iv) such other instruments and documents as may be reasonably required.
14. Binding Provisions
Notwithstanding the non-binding nature of this Letter as set forth in the introductory paragraph above, the provisions of this Section 14, including Sections 14.1 through 14.4 below, shall be legally binding upon the parties and enforceable in accordance with their terms upon the execution and delivery of this Letter by both parties.
14.1 Exclusivity.  From the date of execution of this Letter through the earlier of (a) sixty (60) calendar days following the date hereof and (b) the date of full execution and delivery of the PSA (such period, the "Exclusivity Period"), Seller agrees that it shall not, and shall cause its members, managers, officers, agents, brokers, employees, and representatives (including, without limitation, Hargrove, Pettigrew & Sloane LLP and any real estate broker engaged by Seller) not to, directly or indirectly: (i) solicit, initiate, or encourage inquiries or proposals from, or provide any information to, any third party regarding the sale, exchange, transfer, financing, recapitalization, joint venture, or other disposition of all or any portion of the Property; (ii) engage in, participate in, or continue any negotiations or discussions with any third party regarding any such transaction; or (iii) enter into any agreement, letter of intent, term sheet, memorandum of understanding, or similar instrument with any third party regarding any such transaction. Seller shall promptly notify Buyer of any unsolicited inquiry, offer, or proposal received by Seller from any third party during the Exclusivity Period.
If the PSA is not fully executed and delivered by both parties within the Exclusivity Period, the exclusivity obligation set forth in this Section 14.1 shall terminate automatically without further action by either party, and Seller shall thereafter be free to market the Property and negotiate with third parties without restriction.
14.2 Confidentiality.  Each party agrees that the terms and conditions of this Letter, the existence and status of the negotiations contemplated hereby, and all information, documents, data, and materials received from the other party or its representatives in connection with the proposed transaction (collectively, "Confidential Information") shall be kept strictly confidential and shall not be disclosed to any third party without the prior written consent of the other party; provided, however, that each party may disclose Confidential Information to its members, managers, officers, employees, advisors, lenders, equity sources, accountants, and legal counsel who have a reasonable need to know such information in connection with the proposed transaction and who are bound by confidentiality obligations no less restrictive than those set forth herein, including, without limitation:
(a) In the case of Buyer: Pinnacle Federal Savings Bank and Caliber Point Capital Partners LP (as potential lenders or equity participants), Edgemont Nash & Co. LLP (as Buyer's accountant), and Calderwood & Harkness LLP (as Buyer's counsel); and
(b) In the case of Seller: Hargrove, Pettigrew & Sloane LLP (as Seller's counsel), and such other professional advisors as Seller may reasonably engage in connection with the proposed transaction.
Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the disclosing party shall, to the extent legally permissible, provide the other party with prompt written notice of such requirement prior to making any such disclosure and shall cooperate with the other party in seeking a protective order or other appropriate remedy.
The confidentiality obligations set forth in this Section 14.2 shall survive the termination or expiration of this Letter and the termination of negotiations between the parties for a period of two (2) years following such termination or expiration.
14.3 Governing Law and Jurisdiction
This Letter and any dispute, controversy, or claim arising out of or relating to this Letter, or the breach, termination, or validity thereof, shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction.
Each party hereby irrevocably submits to the exclusive jurisdiction of (a) the courts of the State of New York located in the County of New York and (b) the United States District Court for the Southern District of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Letter. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
14.4 Costs and Expenses
Each party shall bear its own costs and expenses (including, without limitation, legal fees, consulting fees, accounting fees, and other professional fees and disbursements) incurred in connection with the negotiation, preparation, review, and execution of this Letter and the PSA, whether or not the proposed transaction is consummated. Under no circumstances shall either party be liable to the other party for any costs or expenses incurred by the other party in connection with the proposed transaction, except as may be expressly provided in the PSA.
15. PSA Negotiation and Next Steps
The parties shall negotiate diligently and in good faith toward the execution and delivery of a mutually acceptable PSA incorporating the terms and conditions set forth herein, together with such additional terms and conditions as are customary for transactions of this type in the New York metropolitan area.
The target date for full execution and delivery of the PSA is April 11, 2026. To facilitate the efficient negotiation of the PSA, Buyer's counsel, Calderwood & Harkness LLP (Angela Fontaine, Partner, and Cynthia Ho, Associate), will prepare and circulate the initial draft of the PSA to Seller's counsel, Hargrove, Pettigrew & Sloane LLP (Jonathan D. Hargrove and Rebecca Tran), within fifteen (15) business days following the execution of this Letter.
Buyer intends to commence preliminary due diligence activities and engage its third-party consultants promptly following execution of this Letter. Buyer has identified the following consultants for engagement in connection with the due diligence process:
(a) Environmental: Whitmore Environmental Sciences LLC — to prepare an updated Phase I Environmental Site Assessment and, if warranted, a Phase II investigation;
(b) Appraisal: Kensington Valuation Group Inc. — to prepare an independent appraisal of the Property;
(c) Zoning and Land Use: Halcyon Planning Associates LLC — to conduct a comprehensive zoning and land use compliance review; and
(d) Survey: Clearview Land Surveyors Inc. — to update the Existing Survey to current ALTA/NSPS standards.
Buyer respectfully requests that Seller make available its due diligence materials promptly following execution of this Letter, including, without limitation, the items identified above in Section 5 and those items to be set forth in a comprehensive due diligence request list to be transmitted separately by Buyer's counsel. Buyer's counsel anticipates transmitting such due diligence request list within three (3) business days following the execution of this Letter.
16. Expiration
This Letter shall automatically expire and be of no further force or effect if it is not duly executed by Seller and returned to Buyer (or Buyer's counsel) on or before 5:00 p.m. (Eastern Time) on March 14, 2026. If this Letter expires without execution by Seller, neither party shall have any rights, obligations, or liabilities hereunder.
17. Counterparts
This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter by electronic mail in portable document format (PDF), or by any other electronic transmission method that provides a complete and legible copy thereof, shall be equally as effective as delivery of an originally executed counterpart. Electronic or PDF signatures shall be deemed original signatures for all purposes.
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We are enthusiastic about this opportunity and believe that the proposed transaction represents a mutually beneficial arrangement for both parties. We look forward to working constructively with you and your counsel toward the execution of a definitive PSA and the successful closing of this transaction.
Please do not hesitate to contact the undersigned or Cynthia Ho at the numbers listed above should you have any questions or wish to discuss any aspect of this Letter.
[Signature Pages Follow]
If the foregoing terms are acceptable, please indicate Seller's acknowledgment and acceptance by executing this Letter in the space provided below and returning an executed counterpart to the undersigned on or before 5:00 p.m. (Eastern Time) on March 14, 2026.
Very truly yours,
CALDERWOOD & HARKNESS LLP
On behalf of:
BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company
By: ________
Name: Theodore R. Ashworth
Title: Founder & Managing Principal
Date: ________
ACKNOWLEDGED AND ACCEPTED:
MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company
By: ________
Name: Victor S. Papadopoulos
Title: Managing Member
Date: ________
cc: Angela Fontaine, Esq., Calderwood & Harkness LLP Cynthia Ho, Esq., Calderwood & Harkness LLP Margaux Ashworth-Levine, Briarwood Family Office LLC Jonathan D. Hargrove, Esq., Hargrove, Pettigrew & Sloane LLP
Tenant | Location | Approx. SF | Annual Base Rent | Lease Expiration
Harmon & Voss Retail Partners LLC | Ground Floor | 14,200 | $1,207,000 | November 30, 2032
Solstice Wellness Studio Inc. | Lower Level & Floor 2 | 14,400 | $938,000 | March 31, 2029
Ridgepoint Consulting Group LLC | Floors 3–5 | 41,700 | $2,293,500 | August 31, 2030
Calderon Specialty Insurance Digital Media Corp. | Floors 6–7 | 27,800 | $1,529,000 | January 31, 2028
Miscellaneous Office Tenants | Floors 8–9 | 27,800 | $1,530,000 (blended) | Various (2027–2029)
38 Residential Rental Units | Floors 10–14 | 42,500 | $1,836,000 | Various

CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL

VIA ELECTRONIC MAIL AND HAND DELIVERY

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND ACCEPTED:

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