BRIARWOOD FAMILY OFFICE LLC 680 Park Avenue, 9th Floor New York, NY 10065
March 14, 2026
Victor S. Papadopoulos Managing Member Meridian Gateway Holdings LLC 1440 Broadway, Suite 2200 New York, NY 10018
Re: Letter of Intent for the Purchase of 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan)
Dear Mr. Papadopoulos:
Briarwood Family Office LLC, a Delaware limited liability company ("Buyer"), or its designee BFO 450 West 34th LLC, a Delaware limited liability company to be formed ("Buyer's Designee" and, together with Buyer, the "Purchaser"), hereby submits this Letter of Intent ("LOI") to Meridian Gateway Holdings LLC, a New York limited liability company ("Seller"), setting forth the principal terms and conditions upon which Purchaser proposes to acquire the Property (as defined below). The parties have engaged in good faith discussions and negotiations and have reached agreement on the material terms described in this LOI.
Except as specifically provided in Sections 16 (Exclusivity), 17 (Confidentiality), 18 (Broker), 19 (Governing Law), and 20 (Costs and Expenses) below, this LOI is non-binding and is intended solely to outline the general terms for the negotiation, preparation, and execution of a definitive Purchase and Sale Agreement (the "PSA"). No binding obligation of either party to consummate the transaction contemplated herein shall arise unless and until both parties have executed and delivered the PSA. The binding provisions of this LOI shall be enforceable in accordance with their terms from and after execution of this LOI by both parties.
The principal terms of the proposed transaction are as follows:
1. The Property
The "Property" shall mean the real property and improvements located at 450 West 34th Street, New York, New York 10001, designated as Block 754, Lot 42, Borough of Manhattan, New York County, State of New York, on the Tax Map of the City of New York, together with all appurtenances thereto.
The Property consists of a fourteen (14)-story mixed-use building plus cellar, originally constructed in 1928 and substantially renovated during the period 2016–2020, containing approximately 186,400 gross square feet, comprised of the following uses:
(a) Retail Space (Floors 1–2): Approximately 28,600 rentable square feet;
(b) Office Space (Floors 3–9): Approximately 97,300 rentable square feet;
(c) Residential Rental Units (Floors 10–14): Thirty-eight (38) residential rental units comprising approximately 42,500 rentable square feet; and
(d) Cellar Storage and Mechanical Space: Approximately 18,000 square feet of cellar-level storage and building mechanical areas.
The Property is situated within Zoning District C6-4 as designated on the Zoning Map of the City of New York. The conveyance of the Property shall include all of Seller's right, title, and interest in and to: (i) the land; (ii) the building, improvements, and fixtures located thereon; (iii) all appurtenances; (iv) all transferable permits, licenses, certificates of occupancy, and warranties related to the Property; (v) the assignment of all tenant leases, together with all security deposits held in connection therewith; (vi) the assignment of all service contracts to the extent assumable by Purchaser or terminable by Seller at or prior to Closing, as Purchaser may elect; and (vii) all ancillary income sources attributable to the Property, including, without limitation, parking, signage, rooftop, and antenna income.
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 full by Purchaser in immediately available funds at Closing, subject to customary prorations, adjustments, and credits as shall be set forth in the PSA. The Purchase Price reflects an implied capitalization rate of approximately 5.80% based on annualized in-place net operating income of approximately $6,960,000 as represented by Seller based on current operating performance. The parties acknowledge that the Purchase Price has been negotiated on an arm's-length basis and is not contingent upon any appraisal, valuation, or financing condition.
3. Earnest Money Deposit
(a) Initial Deposit. Within three (3) business days following the full execution and delivery of the PSA by both parties, Purchaser shall deposit the sum of Six Million Dollars ($6,000,000) (the "Initial Deposit"), representing five percent (5%) of the Purchase Price, into escrow with Prestige Escrow Services LLC, 1 Penn Plaza, Suite 4500, New York, New York 10119 (the "Escrow Agent"), to be held and disbursed in accordance with the terms of the PSA and an escrow agreement to be entered into among Purchaser, Seller, and the Escrow Agent.
(b) Additional Deposit. Within one (1) business day following the expiration of the Due Diligence Period (as defined in Section 4 below) without Purchaser having terminated the PSA, Purchaser shall deposit an additional sum of Three Million Dollars ($3,000,000) (the "Additional Deposit") with the Escrow Agent.
(c) Total Deposits. The Initial Deposit and the Additional Deposit are collectively referred to herein as the "Deposits." The aggregate amount of the Deposits shall be Nine Million Dollars ($9,000,000) ($6,000,000 + $3,000,000).
(d) Escrow Terms. The Deposits shall be held by the Escrow Agent in an interest-bearing escrow account at a federally insured commercial bank. All interest earned on the Deposits shall accrue for the benefit of, and follow the disposition of, the Deposits and shall be deemed part of the Deposits for all purposes.
(e) Refundability. The Initial Deposit shall be fully refundable to Purchaser in the event that Purchaser elects to terminate the PSA during the Due Diligence Period for any reason or for no reason, in Purchaser's sole and absolute discretion. Upon the expiration of the Due Diligence Period without Purchaser having delivered a written termination notice, both the Initial Deposit and the Additional Deposit shall become non-refundable to Purchaser, except in the event of: (i) a default by Seller under the PSA; or (ii) the failure of a condition to Purchaser's obligation to close as set forth in the PSA.
(f) Application at Closing. At Closing, the Deposits (together with all accrued interest thereon) shall be applied as a credit against the Purchase Price.
4. Due Diligence Period
(a) Duration. The "Due Diligence Period" shall commence on the date of full execution of the PSA by both parties and shall expire at 5:00 p.m. Eastern Time on the date that is forty-five (45) calendar days thereafter. If the PSA is executed on the target date of April 11, 2026, the Due Diligence Period would expire on May 26, 2026.
(b) Scope of Investigations. During the Due Diligence Period, Purchaser and its authorized representatives, consultants, and counsel shall have the right to conduct such inspections, investigations, studies, tests, and reviews of all aspects of the Property as Purchaser deems necessary or desirable in its sole discretion, including, without limitation, the following:
(i) title examination and review of title commitment and exception documents;
(ii) updated ALTA/NSPS land title survey;
(iii) environmental condition of the Property, including the procurement of an updated Phase I Environmental Site Assessment in conformity with ASTM E1527-21 standards, and, if recommended, a Phase II investigation;
(iv) physical condition and engineering assessment of the building, including structural, mechanical, electrical, plumbing, elevator, fire/life safety, façade, and roof systems;
(v) zoning and land use compliance, including verification of the C6-4 zoning district designation and compliance with all applicable use, bulk, and parking regulations;
(vi) review of all tenant leases, amendments, correspondence, and occupancy information;
(vii) review of all financial and operating records, including historical and current operating statements, real estate tax bills and assessment records, utility bills, capital expenditure records, and insurance claims history;
(viii) review of all existing service contracts, vendor agreements, and property management arrangements;
(ix) review of current real property tax assessments and any pending certiorari proceedings or exemptions;
(x) review of insurance policies and claims history;
(xi) review of existing financing documents; and
(xii) review of organizational documents of Seller to confirm authority and capacity.
(c) Access and Document Production. Seller shall provide Purchaser and its authorized representatives, consultants, and counsel with reasonable access to the Property during normal business hours (and at such other times as may be reasonably agreed upon), and shall make available all books, records, documents, leases, contracts, permits, certificates, and other materials in Seller's possession or control relating to the Property, within ten (10) business days of PSA execution. Such materials shall be made available through a secure electronic data room to be established and maintained by Seller or its counsel at Seller's expense. In addition, Seller shall cooperate with and accommodate reasonable requests from Purchaser's consultants, including, without limitation, the following firms:
• Whitmore Environmental Sciences LLC — environmental assessment and consulting;
• Clearview Land Surveyors Inc. — ALTA/NSPS survey update;
• Kensington Valuation Group Inc. — independent appraisal; and
• Halcyon Planning Associates LLC — zoning and land use due diligence.
(d) Termination Right. Purchaser shall have the right to terminate the PSA for any reason or for no reason at any time prior to the expiration of the Due Diligence Period by delivering written notice of termination to Seller. Upon timely delivery of such termination notice, the Escrow Agent shall promptly return the Initial Deposit (together with all accrued interest thereon) to Purchaser, and neither party shall have any further rights, obligations, or liabilities under the PSA, except for those obligations that by their terms survive termination, including, without limitation, the confidentiality, indemnification, and access restoration obligations set forth in the PSA.
5. Title and Survey
(a) Deed. At Closing, Seller shall convey the Property to Purchaser (or Buyer's Designee, as applicable) by a duly executed and acknowledged bargain and sale deed with covenant against grantor's acts, in proper statutory form for recording in the Office of the City Register of the City of New York, New York County, free and clear of all liens, encumbrances, mortgages, judgments, and exceptions to title other than those exceptions specifically approved by Purchaser and identified in the PSA as "Permitted Exceptions."
(b) Title Insurance. Purchaser's obligation to close shall be expressly conditioned upon Granite State Title Insurance Company (title officer: Martin Clearfield) (the "Title Company") issuing to Purchaser (or Buyer's Designee) an owner's title insurance policy (ALTA Owner's Policy 2021 form, or such more current form as may then be available) insuring fee simple title to the Property in the amount of the Purchase Price ($120,000,000), subject only to the Permitted Exceptions, with such endorsements as Purchaser may reasonably require.
(c) Known Encumbrances to Be Discharged. The following encumbrances currently affect the Property and shall be discharged, satisfied, or released by Seller at or prior to Closing:
(i) Existing Mortgage: Mortgage in favor of Eastbridge Commercial Bank, N.A., in the original principal amount of $41,100,000, recorded on April 14, 2011, in the Office of the City Register of the City of New York, New York County. The estimated current payoff balance is approximately $28,700,000. Seller shall satisfy and discharge such mortgage at Closing from the proceeds of sale, or, if Purchaser's acquisition lender agrees and the parties determine it to be mutually beneficial, the parties shall cooperate to structure a Consolidation, Extension and Modification Agreement ("CEMA") transaction in accordance with Section 255 of the New York Tax Law to reduce or eliminate the mortgage recording tax that would otherwise be payable on Purchaser's new acquisition loan.
(ii) UCC-1 Financing Statement: Uniform Commercial Code Financing Statement filed in favor of Eastbridge Commercial Bank, N.A. in connection with the existing mortgage. Seller shall cause Eastbridge to deliver a UCC-3 Termination Statement at or prior to Closing.
(d) Known Permitted Exceptions. The following matters are anticipated to constitute Permitted Exceptions (subject to confirmation and final negotiation in the PSA):
(i) Easement granted to Consolidated Edison Company of New York, Inc. 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; and
(ii) Standard New York City zoning lot restrictions and declarations applicable to properties within the C6-4 zoning district.
(e) Survey. Purchaser shall obtain, at Purchaser's sole cost and expense, an updated ALTA/NSPS Land Title Survey of the Property. The existing survey prepared by Clearview Land Surveyors Inc. and dated March 2, 2011, shall serve as the base survey and shall be updated and recertified in favor of Purchaser, Purchaser's lender, and the Title Company.
6. Tenant Leases and Estoppels
(a) Occupancy. The Property is currently approximately 87.4% occupied, based on rentable square footage, as follows:
(b) Major Commercial Tenants. The following tenants are among the principal commercial tenants occupying space at the Property:
• Harmon & Voss Retail Partners LLC (retail — Floors 1–2);
• Solstice Wellness Studio Inc. (retail — Floor 2);
• Ridgepoint Consulting Group LLC (office — Floors 3–5);
• Calderon Specialty Insurance Digital Media Corp. (office — Floors 6–7); and
• Various smaller office tenants occupying space on Floors 8 and 9.
(c) Estoppel Certificates. Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser executed tenant estoppel certificates from all commercial tenants occupying 5,000 rentable square feet or more at the Property, in form and substance reasonably acceptable to Purchaser and Purchaser's counsel, no later than ten (10) business days prior to the scheduled Closing Date. The PSA shall specify the form of estoppel certificate and shall identify those tenants from whom receipt of an executed estoppel is a condition to Purchaser's obligation to close.
(d) Lease Restrictions. From and after the date of execution of the PSA, Seller shall not, without the prior written consent of Purchaser: (i) enter into any new lease or license agreement affecting the Property; (ii) modify, amend, extend, renew, or terminate any existing lease; (iii) grant any rent concession, tenant improvement allowance, or other inducement to any tenant; or (iv) accept any prepayment of rent in excess of one (1) month's rent.
(e) Assignment of Leases. At Closing, Seller shall assign to Purchaser, and Purchaser shall assume, all tenant leases then in effect with respect to the Property, together with all security deposits (whether held in cash or in the form of letters of credit) held by Seller or its property manager in connection therewith, pursuant to an assignment and assumption of leases agreement in customary form.
7. Property Management
The Property is currently managed by Atlas Urban Management Corp. (contact: Gerald Fitch, Vice President) pursuant to a management agreement between Seller and Atlas Urban Management Corp. with a term extending through December 31, 2027, at a management fee of four percent (4.0%) of effective gross income collected from the Property. Purchaser reserves the right, in its sole discretion, to either assume or terminate the existing management agreement in accordance with its terms. The PSA shall contain provisions addressing Seller's obligation to cooperate with Purchaser in facilitating the termination of the management agreement upon any applicable change-of-control, sale-of-property, or other termination provisions contained therein, including providing timely notice to Atlas Urban Management Corp. in connection with the contemplated transaction. Purchaser intends to evaluate the existing property management arrangement during the Due Diligence Period and will advise Seller of its election prior to Closing.
8. Representations and Warranties
The PSA shall contain customary representations and warranties of Seller with respect to the Property and the transaction, including, without limitation, representations and warranties regarding the following matters:
(a) Authority and Capacity. Seller 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 all documents to be executed by Seller in connection with the transaction, and to consummate the transactions contemplated thereby, without the need for any further consent or approval from any member, manager, lender, or other party.
(b) Title. Seller holds good and marketable fee simple title to the Property, free and clear of all liens, encumbrances, and exceptions other than the Permitted Exceptions and those items to be discharged at Closing.
(c) Rent Rolls and Operating Statements. All rent rolls and operating statements delivered by Seller to Purchaser are true, correct, and complete in all material respects as of the date(s) stated therein.
(d) Tenant Leases. All tenant leases have been delivered to Purchaser and are in full force and effect; there are no defaults (or circumstances that with the passage of time or giving of notice would constitute a default) by either landlord or tenant under any lease; and there are no pending claims, disputes, or proceedings between Seller and any tenant.
(e) Environmental. To Seller's actual knowledge, there are no hazardous materials, substances, or wastes present at, on, under, or about the Property in violation of applicable environmental laws, and there are no pending or threatened environmental proceedings, claims, or investigations affecting the Property.
(f) Compliance with Laws. The Property is in compliance in all material respects with all applicable federal, state, and local laws, ordinances, rules, regulations, and codes, including, without limitation, zoning regulations (C6-4 district), building codes, fire codes, and the Americans with Disabilities Act.
(g) No Litigation. There is no pending or, to Seller's actual knowledge, threatened litigation, arbitration, condemnation proceeding, or governmental action affecting or relating to the Property or Seller's ability to perform its obligations under the PSA.
(h) Permits and Certificates of Occupancy. All permits, licenses, and certificates of occupancy required for the current use and occupancy of the Property have been obtained and are in full force and effect.
(i) FIRPTA Compliance. Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code and the regulations promulgated thereunder. Meridian Gateway Holdings LLC's federal employer identification number (EIN) is 27-6831044. Seller shall deliver a FIRPTA non-foreign person certificate at Closing in the form required under applicable Treasury Regulations.
(j) Service Contracts. There are no service contracts, maintenance agreements, equipment leases, or other commitments affecting the Property other than those disclosed to Purchaser in writing during the Due Diligence Period.
(k) Violations. To Seller's actual knowledge, there are no open or outstanding violations, orders, or notices of violation issued by any governmental authority with respect to the Property, or, if any, Seller shall have disclosed all such violations in writing to Purchaser.
(l) Financial Information. All financial and operating information provided by Seller to Purchaser in connection with the transaction is true, correct, and complete in all material respects.
The representations and warranties of Seller set forth in the PSA shall survive the Closing for a period to be negotiated by the parties, which period is anticipated to be between six (6) and twelve (12) months following the Closing Date, subject to any longer survival period applicable to specific representations (e.g., FIRPTA, authority, and environmental representations).
9. Prorations and Adjustments
The PSA shall provide for customary prorations and adjustments between Seller and Purchaser, computed as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, including, without limitation, the following:
(a) Real property taxes and assessments (the current Fiscal Year 2025/2026 annual real property tax liability is approximately $2,640,000);
(b) Collected rents, percentage rents, and other collected income attributable to the Property;
(c) Utility charges (water, sewer, electric, gas, and telecommunications), to the extent not directly metered and billed to tenants;
(d) Insurance premiums, to the extent any insurance policies are to be assumed by Purchaser at Closing;
(e) Operating expenses incurred in the ordinary course of operating the Property;
(f) Security deposits and prepaid rents transferred to Purchaser at Closing;
(g) Management fees payable under the Atlas Urban Management Corp. management agreement; and
(h) Such other items as are customarily prorated in the sale of commercial real property in New York City.
The specific methodology for computing prorations (including the treatment of delinquent rents, tenant reimbursements, tax escalations, and operating expense pass-throughs), and the provisions for post-closing true-up and reconciliation of prorations, shall be set forth in detail in the PSA. The parties anticipate that a post-closing true-up shall be completed within one hundred twenty (120) days following the Closing Date.
10. Transfer Taxes and Closing Costs
(a) Seller's Responsibility. Seller shall be responsible for the payment of the following costs and expenses in connection with the Closing:
(i) New York City Real Property Transfer Tax (RPT) on the conveyance of the Property: $120,000,000 × 2.625% = $3,150,000;
(ii) New York State Real Estate Transfer Tax on the conveyance of the Property: $120,000,000 × 0.65% = $780,000;
(iii) Total transfer taxes payable by Seller: $3,930,000;
(iv) Seller's legal counsel fees and expenses;
(v) All costs associated with the satisfaction, discharge, and release of the existing Eastbridge Commercial Bank, N.A. mortgage and the filing of the related UCC-3 Termination Statement(s);
(vi) Costs of producing tenant estoppel certificates; and
(vii) Preparation and delivery of all Seller closing deliverables, including the deed, transfer tax returns, FIRPTA certificate, and title affidavit.
(b) Purchaser's Responsibility. Purchaser shall be responsible for the payment of the following costs and expenses in connection with the Closing:
(i) Mortgage recording tax on Purchaser's acquisition financing: estimated at $78,000,000 × 2.80% = $2,184,000. If the parties are able to complete a CEMA transaction utilizing the existing Eastbridge mortgage, the mortgage recording tax is estimated to be reduced to approximately $1,380,400 (recording tax payable only on the incremental amount of the new mortgage in excess of the existing Eastbridge mortgage balance);
(ii) Owner's title insurance premium for the Title Company's policy in the amount of $120,000,000;
(iii) Costs of the updated ALTA/NSPS land title survey;
(iv) Purchaser's legal counsel fees and expenses;
(v) All due diligence costs, including fees payable to Whitmore Environmental Sciences LLC, Clearview Land Surveyors Inc., Kensington Valuation Group Inc., Halcyon Planning Associates LLC, and any other consultants retained by Purchaser;
(vi) Recording fees for the deed, mortgage, and related instruments; and
(vii) Any applicable mansion tax on the residential component of the Property, if and to the extent applicable (to be analyzed by Purchaser's counsel and tax advisors).
(c) Own Legal Fees. Each party shall bear its own legal fees, costs, and expenses incurred in connection with the transaction.
11. Financing
(a) Financing Plan. Purchaser intends to finance the acquisition of the Property with a combination of the following sources:
(i) Senior Acquisition Mortgage. Purchaser is in discussions with Pinnacle Federal Savings Bank regarding a senior acquisition mortgage loan in an amount of up to $78,000,000 (representing approximately 65% of the Purchase Price on a loan-to-value basis). Indicative terms discussed include an interest rate of SOFR plus 225 basis points (estimated all-in rate of approximately 6.60% based on current SOFR levels), a five (5)-year term, and a thirty (30)-year amortization schedule. A formal term sheet from Pinnacle Federal Savings Bank is expected but has not yet been issued as of the date of this LOI.
(ii) Preferred Equity. Purchaser has had preliminary discussions with Caliber Point Capital Partners LP regarding a preferred equity investment of up to $18,000,000 at a 10.5% preferred return. These discussions are at a preliminary stage, and no term sheet or commitment letter has been issued.
(iii) Purchaser Equity. The balance of the capitalization, estimated at approximately $24,000,000, shall be funded from Purchaser's own equity resources.
(b) No Financing Contingency. Purchaser's obligation to close under the PSA shall not be conditioned upon Purchaser's obtaining mortgage financing, mezzanine financing, preferred equity, or any other form of third-party capital. The absence of a financing contingency is a material inducement to Seller to enter into this LOI and the PSA.
(c) CEMA Cooperation. Purchaser intends to pursue a Consolidation, Extension and Modification Agreement (CEMA) transaction with Eastbridge Commercial Bank, N.A. to reduce or eliminate the mortgage recording tax that would otherwise be payable on Purchaser's new acquisition loan. Seller shall cooperate in good faith with Purchaser's efforts to complete a CEMA transaction, including, without limitation, facilitating communication and coordination between Purchaser, Purchaser's lender, and Eastbridge Commercial Bank, N.A. regarding assignment of the existing Eastbridge mortgage, provided that such cooperation shall not require Seller to incur any out-of-pocket expense not reimbursed by Purchaser or to delay the Closing beyond the Outside Closing Date.
12. Closing
(a) Target Closing Date. The parties shall use good faith efforts to close the transaction on or before June 30, 2026 (the "Target Closing Date").
(b) Outside Closing Date. In no event shall either party be obligated to close after July 31, 2026 (the "Outside Closing Date"), unless the parties mutually agree in writing to extend such date.
(c) Location. The Closing shall take place at the offices of Granite State Title Insurance Company, 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 if the parties so agree.
(d) Closing Deliverables. Without limiting the closing deliverables to be specified in the PSA, the Closing deliverables are anticipated to include the following (among others):
(i) Bargain and sale deed with covenant against grantor's acts, in proper statutory form for recording;
(ii) Assignment and assumption of leases;
(iii) Bill of sale for personal property and fixtures;
(iv) FIRPTA non-foreign person certificate (IRS Form or equivalent);
(v) Title affidavit and gap indemnity;
(vi) Owner's title insurance policy (or marked-up commitment) issued by Granite State Title Insurance Company;
(vii) Executed tenant estoppel certificates from required tenants;
(viii) Transfer tax returns (New York City RPT and New York State TP-584);
(ix) Assignment and assumption of service contracts;
(x) Letters to tenants advising of the change of ownership and directing future rent payments;
(xi) All keys, access codes, plans, specifications, warranties, and building records; and
(xii) Such other instruments and documents as may be reasonably required by the Title Company, Purchaser's lender, or applicable law to effectuate the Closing.
13. Conditions to Closing
(a) Purchaser's Conditions. Purchaser's obligation to close shall be conditioned upon the satisfaction (or waiver by Purchaser) of the following conditions, among other conditions to be negotiated and set forth in the PSA:
(i) All representations and warranties of Seller contained 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;
(ii) There shall have been no material adverse change in the physical condition, financial condition, occupancy, or operating performance of the Property between the date of the PSA and the Closing Date;
(iii) The Title Company shall have irrevocably committed to issue the owner's title insurance policy in the amount of the Purchase Price, subject only to the Permitted Exceptions, effective as of the Closing;
(iv) Purchaser shall have received satisfactory tenant estoppel certificates from each required tenant, in form and substance reasonably acceptable to Purchaser, confirming the material terms and conditions set forth in such tenant's lease;
(v) No condemnation proceeding shall be pending or threatened with respect to the Property, or any material portion thereof, and no casualty shall have occurred that has not been fully restored to Purchaser's reasonable satisfaction;
(vi) Seller shall have delivered all Seller closing deliverables required under the PSA; and
(vii) Seller shall have complied with all covenants and obligations to be performed by Seller under the PSA on or prior to the Closing Date.
(b) Seller's Conditions. Seller's obligation to close shall be conditioned upon the satisfaction (or waiver by Seller) of the following conditions:
(i) Purchaser shall have tendered payment of the Purchase Price (less the Deposits and proration credits) in immediately available funds at Closing; and
(ii) Purchaser shall have delivered all Purchaser closing deliverables required under the PSA.
14. Casualty and Condemnation
In the event that, prior to Closing, the Property suffers a casualty (whether by fire, flood, or other cause) or becomes the subject of a condemnation or eminent domain proceeding, the PSA shall contain customary provisions addressing Purchaser's rights and obligations, including the following: (a) in the event of a material casualty or material condemnation (as such terms shall be defined in the PSA), Purchaser shall have the right, in its sole discretion, to terminate the PSA and receive a full refund of all Deposits; and (b) in the event of a non-material casualty or non-material condemnation, or if Purchaser elects to proceed to close notwithstanding a material casualty or material condemnation, Purchaser shall be entitled to an assignment of all insurance proceeds or condemnation awards payable in connection therewith, together with a credit against the Purchase Price in the amount of any applicable deductible or uninsured loss, as applicable.
15. Default and Remedies
(a) Seller Default. In the event of a default by Seller under the PSA, Purchaser shall be entitled to (i) a full and prompt return of all Deposits (together with all accrued interest thereon), and (ii) at Purchaser's election, either (A) specific performance of Seller's obligations under the PSA, or (B) an action for damages against Seller. The specific scope and limitations (if any) on Purchaser's remedies for Seller default shall be negotiated and set forth in the PSA.
(b) Purchaser Default. In the event of a default by Purchaser under the PSA occurring after the expiration of the Due Diligence Period, Seller's sole and exclusive remedy shall be the retention of the Deposits (in the aggregate amount of $9,000,000), together with all accrued interest thereon, as liquidated damages. The parties acknowledge and agree that, in the event of a Purchaser default, Seller's actual damages would be difficult or impossible to ascertain with certainty, and that the amount of the Deposits represents a fair and reasonable estimate of such damages and does not constitute a penalty. In no event shall Seller be entitled to seek specific performance against Purchaser.
16. Exclusivity (Binding)
This Section 16 is binding and enforceable upon execution of this LOI by both parties.
From the date of execution of this LOI until the earliest to occur of: (a) the date that is sixty (60) calendar days from the date hereof (i.e., May 13, 2026); (b) the date of execution of the PSA by both parties; or (c) the date on which this LOI is terminated in writing by either party in accordance with its terms (the "Exclusivity Period"), Seller shall not, and shall cause its members, managers, officers, employees, agents, representatives, and affiliates not to, directly or indirectly:
(i) solicit, initiate, encourage, or facilitate any inquiry, offer, or proposal from any third party regarding the sale, exchange, transfer, conveyance, or other disposition of the Property or any interest therein (whether by merger, consolidation, transfer of membership interests, or otherwise);
(ii) enter into any agreement, letter of intent, term sheet, or understanding with any third party regarding any such transaction;
(iii) furnish any non-public information regarding the Property to any third party for the purpose of evaluating any such transaction; or
(iv) engage in any negotiations or discussions with any third party regarding any such transaction.
In the event Seller or any of its members, managers, officers, employees, agents, representatives, or affiliates receives any unsolicited inquiry, offer, or proposal from any third party with respect to the Property during the Exclusivity Period, Seller shall promptly (and in any event within two (2) business days) notify Purchaser in writing of the receipt of such inquiry, offer, or proposal and the identity of the third party making the same.
17. Confidentiality (Binding)
This Section 17 is binding and enforceable upon execution of this LOI by both parties and shall survive any termination or expiration of this LOI.
Each party agrees to keep strictly confidential the terms and existence of this LOI and all information (whether written, oral, electronic, or otherwise) exchanged between the parties or their respective representatives in connection herewith (collectively, "Confidential Information"). Neither party shall disclose any Confidential Information to any third party, except: (a) as may be required by applicable law, regulation, or court order (provided that the disclosing party shall, to the extent legally permitted, give the other party prompt written notice of such requirement and cooperate with such other party's efforts to obtain a protective order or other appropriate remedy); or (b) to such party's legal counsel, accountants, tax advisors, lenders, prospective lenders, investors, prospective investors, and other professional advisors who have a need to know such Confidential Information in connection with the transaction and who agree to be bound by confidentiality obligations no less restrictive than those set forth in this Section 17.
Without limiting the foregoing, the parties acknowledge and agree that:
(a) Purchaser may disclose Confidential Information to the following parties and their respective professional advisors:
• Calderwood & Harkness LLP (legal counsel);
• Edgemont Nash & Co. LLP (accountant and tax advisor);
• Pinnacle Federal Savings Bank (prospective acquisition lender); and
• Caliber Point Capital Partners LP (prospective preferred equity investor).
(b) Seller may disclose Confidential Information to the following parties:
• Hargrove, Pettigrew & Sloane LLP (legal counsel); and
• Eastbridge Commercial Bank, N.A. (existing lender).
18. Broker
Seller and Purchaser each hereby represent and warrant to the other that it has not engaged, dealt with, or been represented by any broker, finder, agent, or other intermediary in connection with the transaction contemplated by this LOI. Each party shall indemnify, defend, and hold harmless the other party from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to any claim for brokerage commissions, finder's fees, or similar compensation by any person or entity claiming to have been engaged by or to have dealt with the indemnifying party in connection with the transaction contemplated hereby. The obligations of the parties under this Section 18 shall survive the Closing or any earlier termination of this LOI or the PSA.
19. Governing Law (Binding)
This Section 19 is binding and enforceable upon execution of this LOI by both parties.
This LOI shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, or proceeding arising out of or relating to this LOI, and each party hereby irrevocably waives any objection it may have to venue or to a claim of inconvenient forum in connection therewith.
20. Costs and Expenses
This Section 20 is binding and enforceable upon execution of this LOI by both parties.
Each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this LOI and the negotiation, preparation, and execution of the PSA, whether or not the transaction contemplated hereby is ultimately consummated. Neither party shall have any claim against the other for reimbursement of any such costs and expenses.
21. Definitive Agreement
The parties shall negotiate in good faith toward the execution of a mutually acceptable PSA containing the terms and conditions described herein, together with such additional terms and conditions as are customary in transactions of this nature. The target date for execution of the PSA is April 11, 2026. The PSA shall be prepared initially by Purchaser's counsel, Calderwood & Harkness LLP, and submitted to Seller's counsel, Hargrove, Pettigrew & Sloane LLP, for review and comment. The parties shall use commercially reasonable efforts to agree upon and execute the PSA on or before the target date; provided, however, that neither party shall be bound to execute the PSA and the failure of the parties to agree upon and execute the PSA shall not give rise to any liability of either party to the other (except with respect to the binding provisions of this LOI). Until such time as the PSA has been fully executed and delivered by both parties, neither party shall have any binding obligations with respect to the contemplated transaction, other than the binding obligations set forth in Sections 16 (Exclusivity), 17 (Confidentiality), 18 (Broker), 19 (Governing Law), and 20 (Costs and Expenses) of this LOI.
22. Counterparts and Electronic Execution
This LOI may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Signatures to this LOI delivered by electronic transmission, including by portable document format (PDF) via email or other electronic means, shall be deemed original signatures for all purposes and shall be fully binding on the parties with the same force and effect as if the original signed counterparts had been delivered.
23. Expiration
This LOI shall automatically expire and be of no further force or effect if it has not been executed and delivered by both parties by 5:00 p.m. Eastern Time on March 14, 2026.
We appreciate the opportunity to present this Letter of Intent and look forward to working cooperatively with you and your counsel toward the timely negotiation and execution of the PSA. If the foregoing terms are acceptable, please indicate your agreement by executing this LOI in the space provided below and returning an executed counterpart to the undersigned.
[Signature Pages Follow]
SIGNATURE PAGE TO LETTER OF INTENT 450 West 34th Street, New York, NY 10001
IN WITNESS WHEREOF, the undersigned have executed this Letter of Intent as of the date first set forth above.
PURCHASER:
BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company
By: ________
Name: Theodore R. Ashworth
Title: Founder & Managing Principal
Date: March 14, 2026
Address:
680 Park Avenue, 9th Floor New York, NY 10065